Post Holdings, Inc. (OTCMKTS:POSTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)Executive Officer Equity Awards

On November 13, 2017, the Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of Post Holdings, Inc. (the “Company”) approved awards of non-qualified stock options to certain executive officers under the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “Plan”), with an exercise price of $80.15, the closing market price of the Company’s common stock on the date of grant. These stock options vest in equal annual installments on the first, second and third anniversaries of the date of grant, subject to certain acceleration events described in the award agreements. The following table sets forth the non-qualified stock options which were awarded to these executive officers:

Also on November 13, 2017, the Committee approved awards of restricted stock units (“RSUs”) to certain executive officers under the Plan. The RSUs awarded are settled in stock and vest in equal installments on the first, second and third anniversaries of the date of grant, subject to certain acceleration events described in the award agreements. The following table sets forth the RSUs which were awarded to these executive officers:

The equity awards described above were made by the Committee through the use of various forms of award agreements, which set forth terms applicable to specific awards. The form of the stock option award agreement and stock-settled RSU award agreement were approved by the Committee on November 14, 2016.

In addition, on November 13, 2017, the Committee approved awards of performance-based, stock-settled restricted stock units (“PRSUs”) to certain executive officers under the Plan. The performance metric for the PRSUs is the Company's total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies over a three-year period, with the following percentage vesting schedule:

Vesting of the PRSUs accelerates in certain circumstances described in the award agreements.

The following table sets forth the target number of PRSUs which were awarded to these executive officers:

(e)Approval of New Forms of Award Agreements

Effective November 13, 2017, the Committee approved a new form of award agreement which will be used for grants of stock-settled PRSUs, including the PRSU awards above. The new form of stock-settled PRSU agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Effective November 13, 2017, the Committee also approved a new form of award agreement for stock-settled RSUs with a cliff-vesting schedule of three years or greater, with accelerated vesting in certain circumstances described in the form of award agreement. The new form of cliff vesting stock-settled RSU agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

See Exhibit Index.

Post Holdings, Inc. Exhibit
EX-10.1 2 ex10-1prsuagreement.htm EXHIBIT 10.1 – PRSU AWARD AGREEMENT Exhibit         Exhibit 10.1POST HOLDINGS,…
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