Post Holdings, Inc. (OTCMKTS:POSTU) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the shareholder vote described below, Post Holdings, Inc. (the “Company”) amended its Amended and Restated Articles of Incorporation (the “Amendment”), revising Article Eight of the Amended and Restated Articles of Incorporation to remove the provision that only the Company's Board of Directors may amend its Bylaws and instead provide that the Company's Bylaws may be amended in the manner provided for in the Bylaws. The Amendment became effective on January 30, 2018, upon the filing of a certificate of amendment with the Secretary of State of the State of Missouri.
Also, on January 30, 2018, a corresponding amendment and restatement of the Company's Amended and Restated Bylaws (the “third Amended and Restated Bylaws”), which was approved by the Company's Board of Directors subject to shareholder approval of the Amendment, became effective. The third Amended and Restated Bylaws revised Article V, Section 5 of the Amended and Restated Bylaws to provide that (i) the Company's Bylaws may be amended by either a two-thirds majority of the Company's Board of Directors or by shareholders holding a majority of all of the outstanding shares of capital stock of the Company entitled to vote thereon, (ii) the Company's Board of Directors cannot amend the Bylaws to alter the Company's shareholders' power to amend the Bylaws, and (iii) the Company's shareholders cannot amend the Bylaws to alter the Board of Directors' power to amend the Bylaws.
The foregoing descriptions of the Amendment and the third Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto, and the third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and a marked copy of which showing the amendments is filed as Exhibit 3.3 hereto, respectively, and in each case incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
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 25, 2018. At the Annual Meeting, of the 66,222,781 shares outstanding and entitled to vote, 61,928,276 shares were represented, constituting a 93.52% 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 2021 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 |
|
Jay W. Brown |
55,835,576 |
1,659,392 |
4,433,308 |
97.11% |
|
Edwin H. Callison |
56,142,657 |
1,352,311 |
4,433,308 |
97.65% |
|
William P. Stiritz |
55,692,904 |
1,802,064 |
4,433,308 |
96.87% |
|
Proposal 2: |
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was ratified by the shareholders, by the votes set forth in the table below: |
|
For |
Against |
Abstain |
Percentage of Votes Cast For |
|
61,779,151 |
116,987 |
32,138 |
99.76% |
|
Proposal 3: |
The Company’s executive compensation, as described in the Company’s Proxy Statement dated December 11, 2017, 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 |
|
51,247,234 |
5,191,038 |
1,056,696 |
4,433,308 |
89.13% |
|
Proposal 4: |
The amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to remove the provision giving the Board of Directors the exclusive power to amend the Company’s Bylaws was approved by the votes set forth in the table below: |
|
For |
Against |
Abstain |
Broker Non-Votes |
Percentage of Outstanding Shares Approving the Amendment |
|
57,366,144 |
94,684 |
34,140 |
4,433,308 |
86.63% |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index.
Post Holdings, Inc. ExhibitEX-3.1 2 ex3-1amendtoarticles.htm EXHIBIT 3.1 – AMEND TO AR ARTICLES Exhibit Exhibit 3.1State of MissouriJohn R. Ashcroft,…To view the full exhibit click here
