Lancaster Colony Corporation (NASDAQ:LANC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of David A. Ciesinski as President and Chief
Executive Officer and Director
Effective July1, 2017, David A. Ciesinski, President and Chief
Operating Officer of Lancaster Colony Corporation (the Company),
will succeed John B. Gerlach, Jr. as Chief Executive Officer of
the Company. Mr.Gerlach will continue to serve the Company as
Executive Chairman of the Board. As President and Chief Executive
Officer of the Company, Mr.Ciesinski will become the Companys
principal executive officer. A copy of the press release
announcing Mr.Ciesinskis election is attached hereto as
Exhibit99.1.
The Companys Board of Directors also approved the expansion of
the size of the Board of Directors from nine to 10 members and
elected Mr.Ciesinski as a ClassIII director, effective July1,
2017, with a term expiring in 2019.
Amended Employment Terms with David A.
Ciesinski
Effective July1, 2017, Mr.Ciesinski will receive an annual base
salary of $750,000, and an annual performance based cash bonus
award equal to 50% of his base salary respecting target level
performance. All other material terms of Mr.Ciesinskis employment
remain unchanged.
In addition to cash-based compensation, effective July1, 2017,
Mr.Ciesinski will receive an equity award with a total grant date
value of $250,000. This equity award will be granted 65% in the
form of stock appreciation rights of the Company and 35% in
shares of restricted stock. The shares of restricted stock
granted to Mr.Ciesinski vest in full on the third anniversary of
the grant date. The stock appreciation rights granted to
Mr.Ciesinski vest in equal installments on each of the first
three anniversaries of the grant date.
Amended Employment Terms with John B. Gerlach,
Jr.
Effective July1, 2017, Mr.Gerlach will receive an annual base
salary of $700,000. All other material terms of Mr.Gerlachs
employment remain unchanged.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1* |
Press Release, dated May25, 2017, entitled Lancaster Colony Corporation Names David A. Ciesinski Chief Executive Officer. |
| * | Furnished with this report. |
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About Lancaster Colony Corporation (NASDAQ:LANC)
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels. The Company’s food products include Salad dressings and sauces, Vegetable dips and fruit dips, Frozen garlic breads, Frozen Parkerhouse style yeast rolls and dinner rolls, Premium dry egg noodles, Frozen specialty noodles, Croutons and salad toppings, Flatbread wraps and pizza crusts, and Caviar. Its brands include Marzetti, Marzetti Simply Dressed, Cardini’s, Girard’s, Katherine’s Kitchen, New York BRAND Bakery, Mamma Bella’s, Sister Schubert’s, Mary B’s, Inn Maid, Amish Kitchen, Reames, Aunt Vi’s, Flatout and Romanoff. It manufactures and sells other products pursuant to brand license agreements, including Olive Garden dressing, Jack Daniel’s mustards and Hungry Girl flatbreads. A portion of its sales are dressing packets, frozen specialty noodles, pasta and flatbreads sold to industrial customers for use as ingredients or components in their products. Lancaster Colony Corporation (NASDAQ:LANC) Recent Trading Information
Lancaster Colony Corporation (NASDAQ:LANC) closed its last trading session up +0.03 at 121.57 with 62,990 shares trading hands.