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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed Nov 12, 2021 · 4y ago · Accession 0000057515-21-000023

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES 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 Date of Report (Date of earliest event reported): November 10, 2021 Lancaster Colony Corporation (Exact name of registrant as specified in its charter) Ohio 000-04065 13-1955943 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 380 Polaris Parkway Suite 400 Westerville Ohio 43082 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (614) 224-7141 (Former name or former address, if changed since last report.) 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, without par value LANC NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 5.07    Submission of Matters to a Vote of Security Holders The Corporation’s annual meeting of shareholders (the “Annual Meeting”) was held in a virtual-only format via live webcast on November 10, 2021 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 12, 2021 to all shareholders of record at the close of business on September 13, 2021. At the Annual Meeting, 26,108,751 shares of the Corporation’s common stock were represented in person (online) or by proxy, which constituted a quorum. At the Annual Meeting, shareholders voted on three proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 12, 2021. Proposal One - Nomination and Election of Directors The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2024 Annual Meeting of Shareholders with the following vote totals: Number of Votes Director Name For Withheld Abstentions Broker Non-Votes Neeli Bendapudi 24,504,658  495,345  —  1,108,748  William H. Carter 24,745,472  254,531  —  1,108,748  Michael H. Keown 24,779,799  220,204  —  1,108,748  Proposal Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals: Number of Votes For Against Abstentions Broker Non-Votes 23,963,311  383,042  653,650  1,108,748  Proposal Three - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2022 with the following vote totals: Number of Votes For Against Abstentions Broker Non-Votes 25,818,601  272,903  17,247  —  Item 8.01    Other Events On November 10, 2021, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 80 cents per common share to be paid on December 31, 2021 to shareholders of record on December 6, 2021. Item 9.01    Financial Statements and Exhibits (d) Exhibits: 99.1 Press Release dated November 10, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. LANCASTER COLONY CORPORATION (Registrant) Date: November 12, 2021 By: /s/ THOMAS K. PIGOTT Thomas K. Pigott Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)      INDEX TO EXHIBITS      Exhibit Number Description Located at 99.1 Press release dated November 10, 2021 Furnished herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith
Filing details
Ticker
MZTI
CIK
57515
Form type
8-K
Filing date
Nov 12, 2021
Report date
Nov 10, 2021
Document
lanc-20211110.htm
Size
409 KB