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Section 1: 8-K (8-K)

Document


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 19, 2018
 
Kellogg Company
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
1-4171
 
38-0710690
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
o
 
 
 
 
 
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.
o
 
 







Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefits Plans.

The Company sponsors the Kellogg Company Pringles Savings and Investment Plan (the "S&I Plan"). On November 19, 2018, the Company, as plan administrator of the S&I Plan, provided notice to the S&I Plan participants of a blackout period under the S&I Plan that will begin on December 27, 2018 at 3:00 p.m. Eastern Time and is expected to end no later than January 11, 2019 (the "Blackout Period").

The Blackout Period is being implemented in connection with the transfer of the accounts of certain participants in the S&I Plan to the Kellogg Company Savings & Investment Plan effective as of January 1, 2019. During the Blackout Period, participants in the S&I Plan will be temporarily unable to access their accounts, including being unable to make rollover contributions, hardship withdrawals, transactions requiring spousal consent, investment transfers, changes to allocations for future contributions, contribution rate changes, other in-service withdrawals, distributions, new loan requests, and changes to stop active portfolio management services.

On November 19, the Company sent an appropriate notice (the “Notice”) to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the Company's equity securities that will apply to them during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934. A copy of the Notice is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As described in the Notice, during the Blackout Period, the Company's executive officers and directors are prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity security of the Company that was acquired in connection with the executive officer's or director's service or employment as an executive officer or director, except pursuant to a limited number of exceptions provided by law. The term equity security includes, without limitation, the Company's common stock, options to purchase the Company's common stock and other derivative securities which derive their value from the Company's common stock.

Please contact the Company's Benefits Center by mail at Kellogg's Benefits Center, P.O. Box 9740, Providence, RI 02940-9740, by telephone at (888) 280-6933, or online at KelloggBenefitsCenter.com with any questions regarding the Blackout Period.


    
Item 9.01.    Financial Statements and Exhibits
(d) Exhibits.

Exhibit 99.1     Notice to Directors and Executive Officers of Kellogg Company.







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.
 
 
 
 
 
KELLOGG COMPANY
 
 
Date: November 19, 2018
 
/s/ Gary H. Pilnick
 
 
Name: Gary H. Pilnick
 
 
Title:   Vice Chairman




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit



Exhibit 99.1


Important Notice
to Directors and Executive Officers of
Kellogg Company
Regarding Blackout Period and Regulation BTR Trading Restrictions
 
November 19, 2018
On November 19, 2018, Kellogg Company (“Kellogg”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding an anticipated blackout period for the Kellogg Company common stock under the Kellogg Company Savings & Investment Plan and the Kellogg Company Pringles Savings & Investment Plan (the “S&I Plans”). The blackout period will be implemented in connection with the transfer of the accounts of certain participants in the Kellogg Company Pringles Savings & Investment Plan to the Kellogg Company Savings & Investment Plan effective as of January 1, 2019.
The blackout period will be necessary to ensure that all transactions relating to Kellogg Company common stock in the S&I Plans are fully completed before the transfer of the participant accounts. Impacted participants in the Pringles S&I Plan have been advised that there will be a blackout period wherein they will be unable to direct or diversify investments in Kellogg Company common stock in the S&I Plans starting at 3:00 p.m. ET on December 27, 2018. The blackout period is expected to end during the week ending January 11, 2019.
During the blackout period, directors and executive officers of Kellogg will be subject to trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR as promulgated by the Securities and Exchange Commission. Subject to limited exceptions, these restrictions generally prohibit, during the blackout period, the direct or indirect purchase, sale or other acquisition or transfer of any of Kellogg equity securities that you acquired in connection with your service or employment as a director or executive officer of Kellogg. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).

Regulation BTR imposes penalties, including criminal penalties, and a requirement to disgorge all profits, on trades that occur during a Regulation BTR blackout period.
Although certain transactions are exempt from this trading prohibition, those exemptions are limited. Given the applicable rules and the short time period involved, it is recommended that you avoid any change in your beneficial ownership of Kellogg equity and derivative securities during the blackout period.
During the blackout period and for a period of two years after the end date thereof, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by calling the Kellogg Benefit Center at 888-280-6933. In addition, for any questions you may have about the blackout period, you may also contact Gary Pilnick, Kellogg Company’s Vice Chairman, at (269) 961-2000 or in writing at One Kellogg Square, P.O. Box 3599, Battle Creek, Michigan 49016-3599



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