UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2016
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Missouri | 1-35305 | 45-3355106 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of principal executive offices)
St. Louis, Missouri 63144
(Address, including Zip Code, of principal executive offices)
Registrant’s telephone number, including area code: (314) 644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 14, 2016, 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 $71.32, 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:
Name | Position | Stock Options |
Robert V. Vitale | President and Chief Executive Officer | 192,000 |
Jeff A. Zadoks | SVP and Chief Financial Officer | 24,000 |
James E. Dwyer, Jr. | EVP; President and CEO, Michael Foods | 43,000 |
Richard R. Koulouris | EVP; President and CEO, Private Brands | 10,000 |
Diedre J. Gray | SVP, General Counsel and Chief Administrative Officer | 21,000 |
Also on November 14, 2016, the Committee approved awards of restricted stock units (“RSUs”) to certain executive officers under the Plan. The RSUs 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 RSUs awarded to Mr. Vitale are settled in common stock of the Company upon vesting. The RSUs awarded to the other executive officers are settled in either common stock of the Company or cash at the Company's discretion upon vesting. The following table sets forth the RSUs which were awarded to these executive officers:
Name | Position | RSUs |
Robert V. Vitale | President and Chief Executive Officer | 20,000 |
Jeff A. Zadoks | SVP and Chief Financial Officer | 6,500 |
James E. Dwyer, Jr. | EVP; President and CEO, Michael Foods | 8,000 |
Richard R. Koulouris | EVP; President and CEO, Private Brands | 6,000 |
Diedre J. Gray | SVP, General Counsel and Chief Administrative Officer | 6,500 |
(e) Approval of New Form of Award Agreements
Effective November 14, 2016, the Committee approved new forms of award agreements which will be used for grants of stock options, stock-settled and cash-settled restricted stock awards under the Plan, including the awards above. The new form of non-qualified stock option agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The new form of stock-settled restricted stock unit agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The new form of cash-settled restricted stock unit agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The new form of stock- or cash-settled restricted stock unit agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 16, 2016 | Post Holdings, Inc. | |
(Registrant) | ||
By: | /s/ Diedre J. Gray | |
Name: Diedre J. Gray | ||
Title: SVP, General Counsel and Chief Administrative Officer, Secretary | ||
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EXHIBIT INDEX
Number | Description |
10.1 | Form of Non-Qualified Stock Option Agreement |
10.2 | Form of Stock-Settled Restricted Stock Unit Agreement |
10.3 | Form of Cash-Settled Restricted Stock Unit Agreement |
10.4 | Form of Stock- or Cash-Settled Restricted Stock Unit Agreement |
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