Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On November 1, 2024, Kellanova (the “Company”) held a special meeting of shareowners (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of August 13, 2024 (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among the Company, Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), Merger Sub 10VB8, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated, a Delaware corporation. The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Acquiror.
At the close of business on September 24, 2024, the record date of the Special Meeting, there were 344,684,757 shares of common stock of the Company, par value $0.25 per share (“Common Stock”), outstanding, each of which was entitled to one vote with respect to each proposal voted on at the Special Meeting. A total of 267,219,852 shares of Common Stock, representing approximately 77.5% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present virtually or by proxy, constituting a quorum for the transaction of business at the Special Meeting pursuant to the Company’s bylaws.
The following is a summary of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections. The definitive proxy statement related to the Special Meeting that was filed by the Company with the Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A (File No. 001-04171) on September 26, 2024 (the “Definitive Proxy”) contains a description of the following proposals considered at the Special Meeting. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt and approve the Merger Agreement (the “Merger Proposal”). The following votes were cast at the Special Meeting (virtually or by proxy), and the proposal was approved:
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For |
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Against |
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Abstentions |
265,528,357 |
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1,243,789 |
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447,706 |
Proposal 2: The Advisory Compensation Proposal
To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The following non-binding, advisory votes were cast at the Special Meeting (virtually or by proxy), and the proposal was not approved:
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For |
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Against |
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Abstentions |
111,656,930 |
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154,613,148 |
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949,774 |
Proposal 3: The Adjournment Proposal
To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The following votes were cast at the Special Meeting (virtually or by proxy), and the proposal was approved:
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For |
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Against |
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Abstentions |
254,052,061 |
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12,638,806 |
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528,985 |