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Section 1: DEFA14A (DEFA14A)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
 
 
 
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
 
 
 

Filed by the Registrant  ý                             Filed by a Party other than the Registrant  ¨
Check the appropriate box:
 
¨
 
Preliminary Proxy Statement
 
 
¨
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
¨
 
Definitive Proxy Statement
 
 
ý
 
Definitive Additional Materials
 
 
¨
 
Soliciting Material Pursuant to § 240.14a-11(c) or §240.14a-12
KELLOGG COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý
 
No fee required
¨
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1
)
 
Title of each class of securities to which transaction applies:
 
 
 
(2
)
 
Aggregate number of securities to which transaction applies:
  
 
 
(3
)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
 
(4
)
 
Proposed maximum aggregate value of transaction:
     
 
 
(5
)
 
Total fee paid:
 
¨
 
Fee paid previously with preliminary materials
¨
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1
)
 
Amount Previously Paid:
 
 
 
(2
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Form, Schedule or Registration Statement No.:
     
 
 
(3
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Filing Party:
 
 
 
(4
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Date Filed:
    





*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on
April 24, 2020
 
  
 
  
 
Meeting Information
  
KELLOGG COMPANY
 
Meeting Type:
 
 
Annual Meeting
  
 
  
 
For holders as of:
 
February 28, 2020
  
 
  
 
Date: April 24, 2020
 
Time: 1:00 p.m., ET
  
 
  
 
Location: Kool Family Community Center
 
 
  
 
200 W. Michigan Avenue

  
 
  
 
Battle Creek, MI 49017
 
403243177_kellogglogoa04.jpg
  
 
You must register if you wish to attend the annual meeting. Information is available in the Proxy Statement.
 
  
 
Listen to live webcast at https://investor.kelloggs.com.
 
POST OFFICE BOX 3599
ONE KELLOGG SQUARE
BATTLE CREEK, MI 49016-3599
 
 
 
 
  
 
You are receiving this communication because you hold shares in the company named above.
 
  
 
  
 
  
 
  
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
 
 
 
  
 
  
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
 
 
  
 
  
 
See the reverse side of this notice to obtain proxy materials and voting instructions.
  
 
  
 
  
 





— Before You Vote —
How to Access the Proxy Materials
 
 
 
 
 
 
 
Proxy Materials Available to VIEW or RECEIVE:
 
1. NOTICE AND PROXY STATEMENT                2. ANNUAL REPORT/10-K
 
How to View Online:
 
Have the information that is printed in the box marked by the arrowà403243177_g151881stm3aa06.jpg (located on the following page) available and visit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
1) BY INTERNET:          www.proxyvote.com
2) BY TELEPHONE:      1-800-579-1639
3) BY E-MAIL*:              [email protected]
 
*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowà 403243177_g151881stm3aa08.jpg (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 10, 2020 to facilitate timely delivery.
 
— How To Vote —
Please Choose One of the Following Voting Methods
 
 
 
 
 
         
 
 
Vote In Person: Ballots will be available to shareowners attending the live meeting. To attend in person, go to the "Register for Meeting" link at www.proxyvote.com. Please check the meeting materials for any special requirements for meeting attendance. To obtain directions to the Annual Meeting, please contact Investor Relations at (269) 961-2800 or at [email protected] At the Annual Meeting you will need to request a ballot to vote these shares.
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrowà 403243177_g151881stm3aa07.jpg (located on the following page) available and follow the instructions.
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
Shareholder Meeting Registration: To vote and/or attend the meeting, go to the "Register for Meeting" link at www.proxyvote.com.
 





Voting Items

The Board of Directors recommends a vote FOR each of the nominees for director in Proposal 1.

1.     Election of Directors (term expires 2023)
Nominees:
1a. Stephanie Burns    
1b. Steve Cahillane    
1c. Richard Dreiling
1d. La June Montgomery Tabron

The Board of Directors recommends a vote FOR Proposals 2 through 5.

2.     Advisory resolution to approve executive compensation.

3.
Ratification of the appointment of PricewaterhouseCoopers LLP as Kellogg’s independent registered public accounting firm for fiscal year 2020.

4.
Approval of the amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan.

5.
Management proposal to declassify board of directors.

The Board of Directors recommends a vote AGAINST Proposal 6.

6.
Shareowner Proposal, if properly presented at the meeting, to adopt simple majority vote.

NOTE: Also includes authorization of the named proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof.



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