Edgar Filing: KELLOGG CO

KELLOGG COMPANY

Date: August 25, 2015

/s/ Gary H. Pilnick

Gary H. Pilnick

Senior Vice President, General Counsel, Corporate Development and Secretary

8-K

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): August 20, 2015

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):

¨	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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On August 20, 2015, the Board of Directors of Kellogg Company (the “Company”) elected Noel Wallace and Carolyn Tastad as directors. Mr. Wallace’s initial term will begin October 1, 2015, while Ms. Tastad’s initial term will begin December 1, 2015. Mr. Wallace’s and Ms. Tastad’s initial terms expire at the 2016 annual meeting of shareholders. The Board will determine committee appointments for Mr. Wallace and Ms. Tastad at a future board meeting. Mr. Wallace is President, Colgate-Palmolive Latin America for the Colgate-Palmolive Company. Ms. Tastad is Group President, Procter & Gamble North America for the Procter & Gamble Company.

Mr. Wallace’s and Ms. Tastad’s compensation will be similar to other non-employee directors of the Company, which is described in the Company’s proxy statement filed with the SEC on March 5, 2015.

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.