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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2017
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Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri
1-35305
45-3355106
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification
No.)
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of principal executive offices)
Registrant’s telephone number, including area code: (314) 644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





Item 5.07.    Submission of Matters to a Vote of Security Holders.
Post Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) at The Ritz-Carlton, St. Louis, 100 Carondelet Plaza, St. Louis, Missouri 63105 on Thursday, January 26, 2017. At the Annual Meeting, of the 64,625,368 shares outstanding and entitled to vote, 59,339,053 shares were represented, constituting a 92% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1:
All of the nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2020 or until their respective successors are elected and qualified, by the votes set forth in the table below:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
Percentage of Votes Cast For
Robert E. Grote
 
54,956,639
 
2,102,101
 
2,280,313
 
96.32%
David W. Kemper
 
55,708,259
 
1,350,481
 
2,280,313
 
97.63%
Robert V. Vitale
 
56,852,849
 
205,891
 
2,280,313
 
99.64%
Proposal 2:
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified by the shareholders, by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Percentage of Votes Cast For
59,259,454
 
56,731
 
22,868
 
99.86%
Proposal 3:
The Company’s executive compensation, as described in the Company’s 2016 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Percentage of Votes Cast For
37,903,470
 
19,127,161
 
28,109
 
2,280,313
 
66.43%
Proposal 4:
A shareholder proposal concerning a report disclosing the risks of caged chickens was not approved by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Percentage of Votes Cast For
12,409,823
 
38,738,871
 
5,910,046
 
2,280,313
 
21.75%
Proposal 5:
A shareholder proposal concerning an independent chairman was not approved by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Percentage of Votes Cast For
15,776,570
 
41,223,655
 
58,515
 
2,280,313
 
27.65%


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: January 30, 2017
Post Holdings, Inc.
 
(Registrant)
 
 
 
 
By:
/s/ Diedre J. Gray
 
 
Name: Diedre J. Gray
 
 
Title: SVP, General Counsel & Chief Administrative Officer, Secretary


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