lanc-202211090000057515false00000575152022-11-092022-11-09
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 9, 2022
| | | | | | | | |
| | |
| 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).
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 9, 2022 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 11, 2022 to all shareholders of record at the close of business on September 12, 2022. At the Annual Meeting, 26,500,339 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 11, 2022.
Proposal One - Nomination and Election of Directors
The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2025 Annual Meeting of Shareholders with the following vote totals:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Votes |
| Director Name | | For | | Withheld | | Abstentions | | Broker Non-Votes |
| Barbara L. Brasier | | 24,903,632 | | | 745,059 | | | — | | | 851,648 | |
| David A. Ciesinski | | 24,885,451 | | | 763,240 | | | — | | | 851,648 | |
| Elliot K. Fullen | | 25,490,660 | | | 158,031 | | | — | | | 851,648 | |
| Alan F. Harris | | 24,929,737 | | | 718,954 | | | — | | | 851,648 | |
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 |
| 24,890,874 | | | 440,439 | | | 317,378 | | | 851,648 | |
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, 2023 with the following vote totals:
| | | | | | | | | | | | | | | | | | | | |
| Number of Votes |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 26,143,327 | | | 257,122 | | | 99,890 | | | — | |
Item 8.01 Other Events
On November 9, 2022, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 85 cents per common share to be paid on December 30, 2022 to shareholders of record on December 5, 2022.
Item 9.01 Financial Statements and Exhibits
| | | | | | | | | | | |
| (d) | Exhibits: |
| | | |
| 99.1 | | Press Release dated November 9, 2022 |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
INDEX TO EXHIBITS
| | | | | | | | | | | | | | |
Exhibit Number | | Description | | Located at |
| | | | |
| 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 10, 2022 | | By: | /s/ THOMAS K. PIGOTT |
| | | | Thomas K. Pigott |
| | | | Vice President, Chief Financial Officer |
| | | | and Assistant Secretary |
| | | | (Principal Financial and Accounting Officer) |
| | | | |
| | | | | | | | | | | | | | |
| | | | Exhibit 99.1 |
| | | | |
| FOR IMMEDIATE RELEASE | | | | SYMBOL: LANC |
| November 9, 2022 | | | | TRADED: Nasdaq |
LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND;
REELECTS FOUR INCUMBENT DIRECTORS
WESTERVILLE, Ohio, November 9 - Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has declared a quarterly cash dividend of 85 cents per common share, marking 60 consecutive years of increasing regular cash dividends. The company is one of only 13 U.S. companies with 60 straight years of regular cash dividend increases. The dividend will be payable December 30, 2022 to shareholders of record on December 5, 2022. As of the record date for today’s annual shareholder meeting, there were 27,552,861 common shares outstanding.
Voting at the annual meeting, shareholders reelected four incumbent directors. They are Barbara L. Brasier, retired Chief Financial Officer and Senior Vice President of Herc Rentals, Inc.; David A. Ciesinski, President and Chief Executive Officer of Lancaster Colony; Elliot K. Fullen, Founder of Fullen Business Consulting; and Alan F. Harris, retired Executive Vice President and Chief Marketing and Customer Officer of Kellogg Company.
CEO David A. Ciesinski said, “The increased regular cash dividend reflects the company’s continued strong financial position and will be the 238th consecutive quarterly cash dividend paid by the company since September 1963.” He noted that the indicated annual payout for the current fiscal year ending June 30, 2023 is $3.35 per share, up from the $3.15 per share paid in fiscal 2022.
Forward-Looking Statements
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope,” “indicated” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors, many of which are beyond our control and could be amplified by the COVID-19 pandemic, which could cause our actual results to differ materially from those expressed in the forward-looking statements.
MORE . . .
PAGE 2 / LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND; REELECTS DIRECTORS
Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:
•changes in our cash flow or use of cash in various business activities; and
•risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov).
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations.
#####
| | | | | |
| FOR FURTHER INFORMATION: | Dale N. Ganobsik |
| Vice President, Corporate Finance and Investor Relations |
| Lancaster Colony Corporation |
| Phone: 614/224‑7141 |
| Email: ir@lancastercolony.com |
| |
