Post Holdings Reports Potential Shareholder Rights, Bylaw Changes

TL;DR

**Post Holdings is making changes that could impact shareholder rights and company rules.**

AI Summary

Post Holdings, Inc. filed an 8-K on January 30, 2024, reporting an event that occurred on January 25, 2024. This filing indicates potential material modifications to the rights of security holders, amendments to their articles of incorporation or bylaws, and the submission of matters to a security holder vote. This matters to investors because such changes can directly impact the value and control associated with their shares, potentially altering dividend policies, voting power, or even the company's strategic direction.

Why It Matters

Changes to shareholder rights or company bylaws can directly affect an investor's ownership stake, voting power, and the future financial performance of Post Holdings, Inc.

Risk Assessment

Risk Level: medium — The filing indicates potential material modifications to security holder rights and amendments to bylaws, which could introduce uncertainty or alter investor value.

Analyst Insight

A smart investor would closely monitor subsequent filings or company announcements for details regarding the specific modifications to security holder rights, bylaw amendments, and the matters submitted for a vote, as these could significantly impact their investment in Post Holdings, Inc.

Key Players & Entities

• Post Holdings, Inc. (company) — the registrant filing the 8-K
• January 25, 2024 (date) — date of the earliest event reported
• January 30, 2024 (date) — date the 8-K was filed
• Missouri (company) — state of incorporation for Post Holdings, Inc.
• 001-35305 (company) — Commission File Number for Post Holdings, Inc.
• 45-3355106 (company) — IRS Employer Identification No. for Post Holdings, Inc.
• New York Stock Exchange (company) — exchange where Post Holdings, Inc. Common Stock is registered

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share POST New York Stock

Filing Documents

• post-20240125.htm (8-K) — 55KB
• ex3-1mososamendtoararticles.htm (EX-3.1) — 25KB
• ex3-2arbylaws.htm (EX-3.2) — 100KB
• ex3-3arbylawsxmarked.htm (EX-3.3) — 110KB
• post-20240125_g1.jpg (GRAPHIC) — 410KB
• 0001530950-24-000028.txt ( ) — 1567KB
• post-20240125.xsd (EX-101.SCH) — 2KB
• post-20240125_lab.xml (EX-101.LAB) — 27KB
• post-20240125_pre.xml (EX-101.PRE) — 14KB
• post-20240125_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent applicable, the information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Amended and Restated Articles of Incorporation As described in Item 5.07 below, at the 2024 annual meeting of shareholders (the "2024 Annual Meeting") of Post Holdings, Inc. (the "Company") held on January 25, 2024, shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation (the "Articles Amendment") to declassify the Company's Board of Directors and provide for the annual election of directors commencing at the Company's 2025 annual meeting of shareholders. As a result of the shareholder approval of the Articles Amendment, the terms of all of the members of the Company's Board of Directors, including those elected at the 2024 Annual Meeting in connection with Proposal 1 described in Item 5.07 below, will expire at the 2025 annual meeting of shareholders, and beginning at the 2025 annual meeting of shareholders and at each annual meeting thereafter, each director will stand for election for a term expiring at the next annual meeting. A description of the Articles Amendment was provided in "Approval of Amendment to the Articles of Incorporation to Declassify the Company's Board of Directors (Proxy Item No. 4)" of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on December 11, 2023. The Articles Amendment was previously approved by the Company's Board of Directors, subject to shareholder approval, and became effective upon filing with the Secretary of State of the State of Missouri on January 26, 2024. The foregoing description of the terms of the Articles Amendment does not purport to be complete and is qualified in its entirety by reference to the Company's Articles Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. Amended and Restated Bylaws On January 26, 2024, a corresponding amend

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the 2024 Annual Meeting entirely virtually, conducted via a live audio-only webcast on Thursday, January 25, 2024. At the 2024 Annual Meeting, of the 60,528,625 shares outstanding and entitled to vote, 55,398,204 shares were represented, constituting a 91.52% quorum. The final results for each of the matters submitted to a vote of shareholders at the 2024 Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve until the Company's annual meeting of shareholders to be held in 2025 or until their respective successors are elected and qualified, by the votes set forth in the table below: Nominee For Against Abstain Broker Non-Votes Percentage of Votes Cast For William P. Stiritz 47,995,987 721,619 156,421 6,524,177 98.20% Thomas C. Erb 47,065,246 1,637,409 171,372 6,524,177 96.30% Jennifer Kuperman 48,410,256 310,103 153,668 6,524,177 99.05% 2 Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024 was ratified by the shareholders, by the votes set forth in the table below: For Against Abstain Uncast Percentage of Votes Cast For 54,935,790 305,937 156,472 5 99.17% Proposal 3 : The Company's executive compensation, as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 11, 2023, 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 42,884,063 5,820,334 169,630 6,524,177 87.74% Proposal 4 : The Company's proposed amendment to the Company's Amended and Restated Articles of Incorporation, as amended, to declassify the Company's Board of Directors by eliminating its three classes and providing for the annual election of directors commencing at the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendment of Amended and Restated Articles of Incorporation of Post Holdings, Inc., effective January 26, 2024 3.2 Amended and Restated Bylaws of Post Holdings, Inc., effective January 26, 2024 3.3 Amended and Restated Bylaws of Post Holdings, Inc., marked to show amendments, effective January 26, 2024 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) 3

SIGNATURES

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 hereunto duly authorized. Date: January 30, 2024 Post Holdings, Inc. (Registrant) By: /s/ Diedre J. Gray Name: Diedre J. Gray Title: Executive Vice President, General Counsel & Chief Administrative Officer, Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR