Post Holdings Seeks Shareholder Support for 2025 Annual Meeting

TL;DR

Post Holdings (POST) needs your vote at the Jan 30, 2025 meeting - proxy filing out now.

AI Summary

Post Holdings, Inc. is holding its 2025 Annual Meeting of Shareholders on January 30, 2025, and is requesting shareholder support. The company is filing a Definitive Additional Materials proxy statement (DEFA14A) to communicate with its shareholders regarding this meeting.

Why It Matters

This filing is important for shareholders to understand the company's requests and to exercise their voting rights at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual shareholder meeting, not indicating any unusual financial or operational risks.

Key Players & Entities

• Post Holdings, Inc. (company) — Registrant
• 2025 Annual Meeting of Shareholders (event) — Meeting date
• January 30, 2025 (date) — Annual Meeting date
• DEFA14A (document) — Filing type

FAQ

Key Financial Figures

• $12 m — y for all 92 participants was less than $12 million, and the annual operating cost is
• $1.5 million — e annual operating cost is estimated at $1.5 million. In future years, the cost will only go

Filing Documents

• a2025supplementallettertos.htm (DEFA14A) — 30KB
• a1-yeartotalshareholderreta.jpg (GRAPHIC) — 86KB
• a3-yeartotalshareholderreta.jpg (GRAPHIC) — 99KB
• a5-yeartotalshareholderreta.jpg (GRAPHIC) — 99KB
• 0001530950-25-000025.txt ( ) — 422KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________________________ SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement Definitive Additional Materials o Soliciting Material under 240.14a-12 Post Holdings, Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply) No fee required o Fee paid previously with preliminary materials o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Dear Shareholder We are writing to ask for your critical support at Post's 2025 Annual Meeting of Shareholders to be held on January 30, 2025. We would like to draw your attention specifically to Proposal No. 3, an advisory vote on the Company's executive compensation, and to express our appreciation for your independent analysis in conducting your evaluation. Despite the express acknowledgement that Post has put in place successful performance-based programs and "reasonable outcomes in the annual and long-term incentives," Institutional Shareholder Services ("ISS") ultimately recommends that shareholders vote against Post's executive compensation because Post adopted a new supplemental executive retirement program ("SERP") in 2024. Given the importance of the proposal to our long-standing business and compensation strategy, we believe it is imperative that we highlight the flaws in ISS' conclusion, which we have described in detail below. Separately, Glass Lewis ("GL") has also recommended that you vote against our executive compensation, though for a wholly separate, though equally curious, rationale. GL harnesses the crux of their negative recommendation on minor discretionary adjustments to bonus payouts made to the executive team. However, notably, they are passing judgment on decisions that were only applicable to fiscal 2023 bonus payouts. Either this is an oversight or an error, but either way, GL's recommendations to you should be made based on fiscal 2024 compensation decisions. We recognize that as busy shareholders, you likely rely on these proxy advisors' reports. We would like to assure you of our commitment to continue to increase the value of your shares in Post. We thank you for the time you have focused on this matter and your careful consideration of this proposal, and for all the reasons below, our Board recommends that you vote "FOR" Proposal No. 3. Post's Objections to ISS Report ISS Positively Highlights Numerous Aspects of our Overall Compensation Practices As a preliminary matter, it is important to recognize that ISS' adverse recommendation was not due to concerns with the attributes of our overall compensation program or our underlying corporate governance policies. ISS has supported our say-on-pay proposal in recent years, and we have not made any substantive changes to our overall philosophy, nor have we made substantial changes to the compensation opportunity for our executives. In particular, ISS found that the pay and performance of our CEO is reasonably aligned and found that support for our compensation committee members is warranted. ISS Incorrectly Institutes a Blanket Rejection of SERPs, Without Considering the Relevant Nuanced Benefits of the Program ISS takes the blanket position that SERPs are simply not appropriate because they are not market, noting that other companies have frozen these benefits. However, that is a simplistic argument of form over substance. The SERP was thoughtfully designed with the following in mind Philosophically, Post Treats All Employees Equitably . Our retirement and other plans aim to treat all of our employees equitably in the benefits space. However, that does not necessarily mean that every employee has exactly the same vehicles in order to achieve that objective . Our hourly employees have the same benefit opportunities as our named executive officers ("NEOs"), including our 401(k) and our health plans. However, the 401(k) is the only qualified retirement plan available to these senior leaders, whereas we have pension, retiree medical and other defined benefit plans applicable to our hourly employees. In the health, life and disability space, our higher earners are significantly less subsidized for the cost of their employee medical plan than are our lower salary earners, as Post uses a salary-banded approach to setting contributions to make coverage affordable. In the retirement benefits space, we are focused on providing a cost-effective and sustainable level of coverage for all employees. None of the NEOs participating in the SE

View Full Filing

View this DEFA14A filing on SEC EDGAR