LANCASTER COLONY CORP false 0000057515 0000057515 2021-02-24 2021-02-24

 

 

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): February 24, 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)

 

(IRS 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

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):

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2021, Lancaster Colony Corporation (the “Corporation”) announced the appointment of Elliot K. Fullen to the Corporation’s Board of Directors (the “Board”) as a Class III director, effective immediately, to serve until the 2022 annual meeting of shareholders and until his successor is duly elected. Mr. Fullen was unanimously appointed by the Board, and the number of directors serving on the Board was increased from nine to ten directors in connection with his appointment. The Board has not yet appointed Mr. Fullen to serve on any committees of the Board.

Mr. Fullen does not have any direct or indirect material interest in any transaction with the Corporation required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Fullen and any other person pursuant to which he was selected as a director.

As with each of the Corporation’s other non-employee directors, Mr. Fullen will be entitled to receive an annual retainer of $75,000, payable quarterly. Mr. Fullen also received a grant of restricted stock on February 24, 2021 with a market value of approximately $75,000.

A press release announcing the appointment of Mr. Fullen is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit
No. 
   Description
99.1    Press Release, dated February 24, 2021, entitled “Lancaster Colony Appoints Elliot K. Fullen to Board of Directors.”
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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
Date: February 24, 2021     By:  

/s/ Matthew R. Shurte

      Matthew R. Shurte
      General Counsel and Secretary

 

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