On February 17, 2017, the Board of Directors (the “Board”) of Kellogg Company (the “Company”) made compensation determinations with respect to the Company’s named executive officers, and the Compensation and Talent Management Committee of the Board adopted the 2017-2019 Executive Performance Plan, each as set forth below.

2017-2019 Executive Performance Plan. The Compensation and Talent Management Committee of the Board approved the 2017-2019 Executive Performance Plan (“2017-2019 EPP”) under which certain senior executives and other employees would be eligible to receive a portion of their long-term incentives in the form of performance shares based on the achievement of targets for currency-neutral comparable operating margin percentage during fiscal year 2019 and relative total shareowner return. Awards are paid in shares at the end of the performance period, except for amounts withheld by the Company for statutory withholding requirements. In addition, the independent members of the Board granted 2017-2019 EPP target awards (“Awards”) of 62,300 shares for John Bryant; 15,500 shares for Paul Norman; 12,200 shares for Gary Pilnick; and 8,100 shares for Alistair Hirst. Participants in the 2017-2019 EPP have the opportunity to earn between 0% and 200% of their EPP target. Dividends are not paid on unvested EPP awards. A copy of the 2017-2019 EPP is attached as Exhibit 10.1 and is incorporated in its entirety into this Item.

RSU Grants. The independent members of the Board approved the following grants of restricted stock units (“RSUs”) to named executive officers of the Company: 3,100 RSUs for Mr. Norman; 2,400 RSUs for Mr. Pilnick; and 1,600 RSUs for Mr. Hirst. Awards are paid in shares at the end of the performance period, except for amounts withheld by the Company for statutory withholding requirements. Dividends are not paid on unvested RSUs. Under the terms of the grants, the RSUs vest on the third anniversary of the grant date. A copy of the form of RSU terms and conditions for the grants is attached as Exhibit 10.2 and is incorporated in its entirety into this Item.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1 2017-2019 Executive Performance Plan

Exhibit 10.2 Form of Restricted Stock Unit Terms and Conditions

About Kellogg Company (NYSE:K)

Kellogg Company is a manufacturer and marketer of ready-to-eat cereal and convenience foods. The Company’s products include cookies, crackers, savory snacks, toaster pastries, cereal bars, fruit-flavored snacks, frozen waffles and veggie foods. Its segments include U.S. Morning Foods; U.S. Snacks; U.S. Specialty; North America Other; Europe; Latin America, and Asia Pacific. The U.S. Morning Foods operating segment includes cereal, toaster pastries, health and wellness bars, and beverages. The U.S. Snacks segment includes cookies, crackers, cereal bars, savory snacks and fruit-flavored snacks. Its U.S. Specialty segment primarily represents food away from home channels, including food service, convenience, vending, Girl Scouts and food manufacturing. The North America Other segment includes the U.S. Frozen, Kashi and Canada operating segments. The Company’s Asia Pacific segment includes Sub-Saharan Africa, Australia and other Asian and Pacific markets.

Kellogg Company (NYSE:K) Recent Trading Information

Kellogg Company (NYSE:K) closed its last trading session 00.00 at 74.80 with 1,404,831 shares trading hands.