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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed Nov 9, 2023 · 2y ago · Accession 0000057515-23-000030

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 8, 2023 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 8, 2023 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 10, 2023 to all shareholders of record at the close of business on September 11, 2023. At the Annual Meeting, 26,361,443 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 four 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 10, 2023. Proposal One - Nomination and Election of Directors The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2026 Annual Meeting of Shareholders with the following vote totals: Number of Votes Director Name For Withheld Abstentions Broker Non-Votes Robert L. Fox 22,804,565  2,670,863  —  886,015  John B. Gerlach, Jr. 24,156,669  1,318,759  —  886,015  Robert P. Ostryniec 25,315,695  159,733  —  886,015  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 24,726,779  181,582  567,067  886,015  Proposal Three - Non-Binding Vote on the Frequency of Future Non-Binding Votes on the Compensation of the Corporation’s Named Executive Officers The Corporation’s shareholders voted for the frequency of 1 Year for future non-binding votes on the compensation of the Corporation’s named executive officers with the following vote totals: Number of Votes 1 Year 2 Years 3 Years Abstentions 24,344,354  7,037  1,079,877  44,160  Proposal Four - 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, 2024 with the following vote totals: Number of Votes For Against Abstentions Broker Non-Votes 25,963,490  377,561  20,392  —  Item 8.01    Other Events On November 8, 2023, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 90 cents per common share to be paid on December 29, 2023 to shareholders of record on December 4, 2023. Item 9.01    Financial Statements and Exhibits (d) Exhibits: 99.1 Press Release dated November 8, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) INDEX TO EXHIBITS      Exhibit Number Description Located at 99.1 Press release dated November 8, 2023 Furnished herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith 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 9, 2023 By: /s/ THOMAS K. PIGOTT Thomas K. Pigott Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)
Filing details
Ticker
MZTI
CIK
57515
Form type
8-K
Filing date
Nov 9, 2023
Report date
Nov 8, 2023
Document
lanc-20231108.htm
Size
393 KB