| ý | Preliminary Proxy Statement | ||||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
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PRELIMINARY COPY
10, 2021.
It
meeting in person.
Annual Meeting at www.virtualshareholdermeeting.com/K2021 (the “Annual Meeting Website”), you must enter the 16-digit control number found on your proxy card, voting instruction form or notice. You may vote your shares and submit your questions during the Annual Meeting by following the instructions available on the Annual Meeting Website during the meeting. If you do not have access to the Internet and are interested in attending, please contact Kellogg Investor Relations at (269) 961-2800, or (844) 986-0822 (US) or (303) 562-9302 (International).
(269) 961-2800 or by email at investor.relations@kellogg.com.
John Bryant
President and Chief Executive Officer
March , 2014
 |  | ||||
Steve Cahillane Chairman and Chief Executive Officer March , 2021 | |||||
| 2021 Proxy Statement | 1 | ||||
Battle Creek, Michigan 49017-3534
NOTICE OF THE ANNUAL MEETING OF SHAREOWNERS
TO BE HELD APRIL 25, 2014
TO OUR SHAREOWNERS:
The 2014
| Date and Time | Virtual Meeting | Record Date | ||||||
April 30, 2021 at 1:00 p.m. Eastern Time | Live webcast at www.virtualshareholdermeeting.com/K2021 | Only Shareowners of record at the close of business on March 2, 2021 will receive notice of and be entitled to vote at the meeting or any adjournments. | ||||||
| Proposal | Board Voting Recommendation | |||||||
1.To elect four Directors for a three-year term to expire at the |  | FOR each director nominee | ||||||
2.To vote on an advisory resolution to approve executive | | FOR |
3.To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP for our | | FOR |
4.To consider and act upon a | | FOR |
5.To consider and act upon a Shareowner proposal to adopt | No Recommendation | |||||||
Shareowners will also take action upon any other matters that may properly come before |
Only Shareowners of record at the close of business on February 26, 2014 will receive notice of and be entitled to vote at the meeting, or any adjournments. adjournments thereof.
,
Senior
General Counsel, Corporate DevelopmentChairman and Secretary
TABLE OF CONTENTS
| 2 | Kellogg Company | ||||
Over 1,000 products marketed in 180 Countries | 2020 Sales: ~ $13.8B | World’s Leading cereal company | ||||||||||||||||||||||||
World’s 2nd Largest savory snack company | A leading global plant-based foods company | Leading North American frozen foods company | ||||||||||||||||||||||||
 | ||
| 2021 Proxy Statement | 3 | ||||
“I'll invest my money in people.” W.K. Kellogg – Founder of Kellogg Company | ||
 | Our values are part of our DNA. They guide us, and we live them every day as we work with our customers, consumers, and business partners, in our communities and with each other. | ||||
| We Act with Integrity and Show Respect | We are All Accountable | We Are Passionate About What We Do | ||||||||||||
Hunger to Learn | We Strive for Simplicity | We Love Success | ||||||||||||
| ||||
i
 |  |  |  | ||||||||
| KVETS & SUPPORTERS | KELLOGG MULTINATIONAL EMPLOYEE RESOURCE GROUP (KMERG) | KELLOGG’S YOUNG PROFESSIONALS (YP) | KELLOGG AFRICAN AMERICAN RESOURCE GROUP (KAARG) | ||||||||
 |  |  |  | ||||||||
| WOMEN OF KELLOGG (WOK) | HOLA (OUR LATINO RESOURCE GROUP) | KPride & Allies (KPA) (OUR BERG FOR LBGTQ+ AND THEIR ALLIES) | KAPABLE (OUR BERG FOR PEOPLE WITH DISABILITIES AND THEIR SUPPORTERS) | ||||||||
 |  |  |  |  | ||||||||||
| AMERICA’S MOST TRUSTED BRANDS (MORNING CONSULT) | DIVERSITY INC. - TOP 50 COMPANIES FOR DIVERSITY | FORBES - AMERICA’S BEST EMPLOYERS FOR DIVERSITY (TOP 500) | ETHISPHERE INSTITUTE - WORLD'S MOST ETHICAL COMPANIES (2020) | FORBES - WORLD'S BEST EMPLOYERS (2020) | ||||||||||
 |  |  |  |  | ||||||||||
| FORTUNE - WORLD'S MOST ADMIRED COMPANIES (2020) | BARRON'S-TOP 100 "MOST SUSTAINABLE COMPANIES" (2020) | DOW JONES SUSTAINABILITY INDICES (2020) | FTSE4GOOD (2020) | INTERBRAND'S, "BEST GLOBAL BRANDS" (2020) | ||||||||||
ii
Why You Received this Proxy Statement. Voting Roadmap
PROPOSAL 1 Election of Directors to Our Board | See further information beginning on page 9 | |||||||
 | The Board recommends a vote FOR Carter Cast, Zack Gund, Don Knauss and Mike Schlotman. | |||||||
| Diversity | ~42%of our Directors are women; ~ 58%of our Directors are men  | ||||
| Tenure |  | ||||
| Independence |  •Designated Lead Director serves a variety of roles (see page 18) •Audit, Compensation and Talent Management, and Nominating and Governance Committees are composed solely of independent Directors, each with a different Director serving as Committee chair | ||||
| Age | 61 years average age | ||||
| 2020 Activity | •Held 8 Board meetings and 20 Board Committee meetings in 2020 •100% attendance rate at Board and Board Committee meetings | ||||
| 2021 Proxy Statement | 5 | ||||
PROPOSAL 2 Advisory Resolution to Approve Executive Compensation | See further information beginning on page 31 | |||||||
| The Board recommends a voteFORthe resolution approving the compensation of the Company's Named Executive Officers. | |||||||
| CEO | ||
 | ||
| Other NEOs | ||
 | ||
Notice of Electronic Availability of
| 6 | Kellogg Company | ||||
Summary Processing. The Securities and Exchange Commission’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. This printing method is referred to as “summary processing” and may result in cost savings. To take advantage of this opportunity, we have summarized on one notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted Shareowner prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or annual meeting materials, as requested, to any Shareowner to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or annual meeting materials, contact Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you are currently a Shareowner sharing an address with another Shareowner and wish to receive only one copy of future notices or annual meeting materials for your household, please contact Broadridge at the above phone number or address.
Who Can Vote — Record Date. The record date for determining Shareowners entitled to vote at the annual meeting is February 26, 2014. Each of the approximately 359,192,060 shares of Kellogg common stock issued and outstanding on that date is entitled to one vote at the annual meeting.
How to Vote — Proxy Instructions. If you received a notice of electronic availability, you cannot vote your shares by filling out and returning the notice. The notice, however, provides instructions on how to vote by Internet, by telephone or by requesting and returning a paper proxy card or voting instruction card.
If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the shareowner of record. As the shareowner of record, you have the right to vote in person at the
meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the shareowner of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker, nominee or trustee that holds your shares, giving you the right to vote the shares at the meeting.
Whether you hold shares directly as a registered shareowner of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, nominee or trustee. In most cases, you will be able to do this by telephone, by using the Internet or by mail if you received a printed set of the proxy materials.
By Telephone or Internet — If you have telephone or Internet access, you may submit your proxy by following the instructions provided in the notice of electronic availability, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. The telephone and Internet voting procedures have been set up for your convenience and have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. The deadline for voting by telephone or via the Internet is 11:59 p.m. Eastern Time on Thursday, April 24, 2014.
By Mail — If you received printed proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or, for shares held beneficially in street name, by following the voting instructions included by your broker, nominee or trustee, and mailing it in the enclosed envelope.
If you wish to vote using the proxy card, complete, sign, and date your proxy card and return it to us before the meeting.
Whether you vote by telephone, over the Internet or by mail, you may specify whether your shares should be voted for all, some or none of the nominees for Director (Proposal 1); whether you approve, disapprove, or abstain from voting on the advisory resolution to approve Kellogg’s executive compensation (Proposal 2); whether you approve, disapprove, or abstain from voting on the management proposal to declassify the Board of Directors (Proposal 3); whether you approve, disapprove or abstain from voting on the proposal to ratify the appointmentVoting Roadmap
PROPOSAL 3 Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm | See further information beginning on page 61 | |||||||
| The Board recommends a vote FOR the ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | |||||||
PROPOSAL 4 Management Proposal to Reduce Supermajority Vote Requirements | See further information beginning on page 64 | |||||||
| The Board recommends a vote FOR the proposed amendments to the Certificate of Incorporation and bylaws to reduce supermajority Shareowner vote requirements. | |||||||
PROPOSAL 5 Shareowner Proposal to Adopt Shareowner Right to Call A Special Meeting | See further information beginning on page 65 | |||||||
| The Board makes no recommendation on this Proposal. | ||||||||
| 2021 Proxy Statement | 7 | ||||
| Board Voting Recommendation | | ||||
| 8 | Kellogg Company | ||||
| PROPOSAL 1 | ||||||||
| Election of Directors | ||||||||
| The Board recommends a vote FOR each director nominee. | |||||||
| 2021 Proxy Statement | 9 | ||||
Whenthe proxies cannot be voted for a properly executed proxygreater number of persons than the number of nominees named. There are currently thirteen members of the Board. In 2020, the N&G Committee identified potential candidates that resulted in Mr. Schlotman joining the Board as a new member. Mr. Jenness is received,not standing for re-election and will retire from the shares represented thereby, including shares held under our Dividend Reinvestment Plan,Board in connection with the 2021 Annual Meeting. At such time, the size of the Board will be votedreduced to twelve members.
If the proxy is properly executed but you do not specify how you want to vote your shares on your proxy card or voting instruction card, or voting by telephone or over the Internet, we will vote them “For”for the election of all nominees for Director as set forth under Proposal 1 — Election of Directors below, “For” Proposals 2 through 4, and “Against” Proposals 5 and 6, and otherwise atsubstitute. Alternatively, the discretionBoard may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the persons named inBoard to eliminate the proxy card.unfilled seat.
by submitting written notice of revocation to our Secretary;
by submitting another proxy by telephone, via the Internet or by mail that is later dated and, if by mail, that is properly signed; or
by voting in person at the meeting.
If your shares are held in street name, you must contact your broker, nominee or trustee to revoke and vote your proxy.
2
Quorum. A quorum of Shareowners isskills necessary to holdprovide appropriate oversight of a valid meeting. A quorum will exist ifcompany the holders representing a majoritysize and complexity of the votes entitled to be cast by the Shareowners at the annual meeting are present, in person or by proxy. Broker “non-votes” and abstentions are counted as present at the Annual Meeting for purposes of determining whether a quorum exists. A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under current New York Stock Exchange rules, nominees would have discretionary voting power for ratification of PricewaterhouseCoopers LLP (Proposal 4), but not for voting on the election of Directors (Proposal 1), the advisory resolution to approve Kellogg’s executive compensation (Proposal 2), the management proposal to declassifyKellogg. In addition, the Board possesses a strong mix of Directors (Proposal 3), or the Shareowner proposals (Proposals 5experienced and 6).
Required Vote. Our Board has adopted a majority voting policy which applies to the election ofnewer Directors. Under this policy, any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to offer his or her resignationThe following certification of the Shareowner vote. Our Board’s Nominating and Governance Committee would then consider the offer of resignation and make a recommendation to our independent Directors as to the action to be taken with respect to the offer. This policy does not apply in contested elections. For more information about this policy, see “Corporate Governance — Majority Voting for Directors; Director Resignation Policy.”
Under Delaware law, a nominee who receives a plurality of the votes cast at the Annual Meeting will be elected as a Director (subject to the resignation policy described above). The “plurality” standard means the nominees who receive the largest number of “for” votes cast are elected as Directors. Thus, the number of shares not voted for the election of a nominee (and the number of “withhold” votes cast with respect to that nominee) will not affect the determination of whether that nominee has received the necessary votes for election under Delaware law. However, the number of “withhold” votes with respect to a nominee will affect whether or not our Director resignation policy will apply to that individual. If any nominee is unable or declines to serve, proxies will be voted for the balance of those named and for such person as shall be designatedskills have been identified by the Board to replace any such nominee. However,as core competencies:
 Accounting and Financial Acumen |  Branded Consumer Products / Consumer Dynamics |  Crisis Management |  Health and Nutrition | ||||||||
 Innovation / Research and Development |  International and Emerging Markets |  People Management |  Manufacturing and Supply Chain | ||||||||
 Marketing / Brand Building |  Regulatory / Government |  Retail Environment |  Risk Management | ||||||||
 Sales and Distribution |  Social Responsibility |  Strategy / Strategic Planning | |||||||||
| 10 | Kellogg Company | ||||
The affirmative vote of the holders representingand Corporate Governance
 | CARTER CAST | 57 Venture Partner at Pritzker Group Venture Capital Mr. Cast is currently a venture partner at Pritzker Group Venture Capital, a senior advisor at Pritzker Group Private Capital and is on faculty at Northwestern University’s Kellogg School of Management, where he is a clinical professor teaching entrepreneurship, innovation and marketing. Mr. Cast served as CEO of the online retail company, Hayneedle, Inc., from September 2007 until June 2011. Mr. Cast brings vast experience in the digital arena, previously helping to build and then lead Walmart.com, as its CEO. Prior to 2000, he led the launch of the Blue Nile brand, the leading online jewelry retailer and also served as the Chief Marketing Officer at eBay. He also has previously served as the Vice President of Product Marketing and Marketing Communications at Electronic Arts. Mr. Cast has significant leadership experience as well at other Fortune 500 companies, including PepsiCo where he was a marketing executive, and Frito-Lay where he managed its $1.5 billion tortilla chip category. | |||||||
Director since June 2017 Committees Audit Social Responsibility and Public Policy | ||||||||
Core Competencies As a result of these professional and other experiences, Mr. Cast possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, branded consumer products and consumer dynamics, retail environment (including the e-commerce channel / business model), risk managementand social responsibility. | ||||||||
 | ZACK GUND | 50 Managing Partner of Coppermine Capital, LLC Mr. Zack Gund is currently a Managing Partner of Coppermine Capital, LLC, a private investment firm he founded in 2001. Mr. Gund makes investment decisions and oversees several portfolio companies across many different sectors. His work has spanned both the manufacturing and service industries, including food manufacturing. | |||||||
Core Competencies As a result of these professional and other experiences, Mr. Gund possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, manufacturing and supply chain, strategy/strategic planning, and retail environment. He also has a unique sense of shareowner perspectives. Mr. Zack Gund is the son of Mr. Gordon Gund. | ||||||||
Director since December 2014 Committees Manufacturing (Chair) Compensation and Talent Management Nominating and Governance Executive | ||||||||
| 2021 Proxy Statement | 11 | ||||
 | DON KNAUSS | LEAD DIRECTOR | 70 Former Chairman and CEO of The Clorox Company Mr. Knauss retired as Executive Chairman of the Board of The Clorox Company in July 2015. He had served as Chairman and CEO of The Clorox Company from 2006 to 2014. He was Executive Vice President of The Coca-Cola Company and President and COO for Coca-Cola North America from February 2004 until September 2006. Previously, he was President of the Retail Division of Coca-Cola North America from January 2003 through February 2004 and President and CEO of The Minute Maid Company, a division of The Coca-Cola Company, from January 2000 until January 2003 and President of Coca-Cola Southern Africa from March 1998 until January 2000. Prior to that, he held various positions in marketing and sales with PepsiCo, Inc. and Procter & Gamble, and served as an officer in the United States Marine Corps. In addition, Mr. Knauss is a director of McKesson Corporation and Target Corporation. | |||||||
Director since December 2007 Committees Nominating and Governance (Chair) Audit Compensation and Talent Management Executive | ||||||||
Core Competencies As a result of these professional and other experiences, Mr. Knauss has been determined to be an “Audit Committee Financial Expert” under the SEC’s rules and regulations, and possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, people management, retail environment, and branded consumer products/consumer dynamics. In addition, Mr. Knauss has significant public company board experience (including specific experience in auditing, manufacturing, and marketing oversight), which strongly positions him to serve as the Lead Director of Kellogg. | ||||||||
 | MIKE SCHLOTMAN | 63 Former Executive Vice President and Chief Financial Officer of Kroger Mr. Schlotman was the Executive Vice President and Chief Financial Officer of Kroger from September 2015 through December 2019. Before that, he was elected Senior Vice President and Chief Financial Officer in June 2003, and Group Vice President and Chief Financial Officer in January 2000. Prior to that he was elected Vice President and Corporate Controller in 1995, and served in various positions in corporate accounting since joining Kroger in 1985. | |||||||
Director since October 2020 Committees Audit Social Responsibility and Public Policy | ||||||||
Core Competencies As a result of these professional and other experiences, Mr. Schlotman possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) in accounting and financial acumen, crisis management, retail, regulatory and government, risk management and strategy and strategic planning. | ||||||||
| 12 | Kellogg Company | ||||
 | ROD GILLUM | 70 Principal in the Detroit law office of Jackson Lewis P.C. Mr. Gillum has served as a member of the Board of Trustees of the W.K. Kellogg Foundation since December 2006. He also served as board chair in 2012-2013 and co-trustee of the W.K. Kellogg Foundation Trust from March 2017 to February 2019. Mr. Gillum is a Principal in the Detroit law office of Jackson Lewis P.C. and co-leads the Firm’s Automotive Industry Team. His practice concentrates on corporate strategies related to crisis management, labor relations and legal risk avoidance. Prior to joining Jackson Lewis, Mr. Gillum was a senior leader at General Motors (GM), where he rose to become Secretary to the GM board of directors, and later Vice President, Corporate Responsibility & Diversity. As a co-leader of the Public Policy Center, based in North America, Europe, Asia, and Latin America, Mr. Gillum developed and coordinated global policy positions on safety, trade and government relations. He also chaired the General Motors Foundation. | |||||||
Director since February 2019 Committees Manufacturing Social Responsibility and Public Policy | ||||||||
Core Competencies As a result of these and other experiences, Mr. Gillum possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) crisis management, regulatory and government, risk management, social responsibility and strategy and strategic management. | ||||||||
 | MARY LASCHINGER | 60 Former Chairman of the Board and CEO of Veritiv Corporation Ms. Laschinger was the Chairman of the Board and CEO of Veritiv Corporation from July 2014 to September 2020. Previously, Ms. Laschinger served as Senior Vice President of International Paper Company from 2007 to June 2014, and as President of the xpedx, International Paper’s former distribution business, from January 2010 to June 2014. Mary Laschinger became CEO of the Company in June 2014. She also served as President of the Europe, Middle East, Africa and Russia business at International Paper, Vice President and General Manager of International Paper’s Wood Products and Pulp businesses, as well as in other senior management roles in sales, marketing, manufacturing and supply chain at International Paper. Within the past five years, she has also served as a director of Veritiv Corporation. | |||||||
Director since October 2012 Committees Compensation and Talent Management (Chair) Nominating and Governance Executive | ||||||||
Core Competencies As a result of these professional and other experiences, Ms. Laschinger possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) branded consumer products and consumer dynamics, crisis management, international and emerging markets, people management and sales and distribution. In addition, Ms. Laschinger has significant public company board experience. | ||||||||
| 2021 Proxy Statement | 13 | ||||
 | ERICA MANN | 62 Former President Consumer Health of Bayer Healthcare LLC Ms. Mann previously served as a member of the Board of Management of Bayer AG from January 2016 to March 2018, and Bayer AG CH from January 2016 to March 2018. She was also President Consumer Health, Bayer Healthcare LLC from March 2011 to December 2015. Before joining Bayer HealthCare, Ms. Mann was President and General Manager of Pfizer Nutritional Health, a global business unit with operations in more than 80 countries, and served as a member of the Pfizer Senior Management Team from 2008 to 2011. Ms. Mann joined Pfizer upon its acquisition of Wyeth, where as Senior Vice President of Nutrition, she helped establish the shape and strategic direction of the new nutrition business unit. She also has significant experience at other Fortune 500 companies, including Ely Lilly & Company and Johnson & Johnson, and has held leadership positions in South Africa, Australia, New Zealand, Germany, Switzerland and the United States. Ms. Mann is a director of Perrigo Company plc and DSM, a global Nutrition, Health and Sustainable Living company. | |||||||
Director since February 2019 Committees Audit Social Responsibility and Public Policy | ||||||||
Core Competencies As a result of these and other experiences, Ms. Mann possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, health and nutrition, international and emerging markets, risk management, social responsibility and strategy and strategic planning. | ||||||||
 | CAROLYN TASTAD | 59 Group President of Procter & Gamble, North America Ms. Tastad is currently Group President, Procter & Gamble, North America. Ms. Tastad has worked at Procter & Gamble (“P&G”) since 1983, and has significant acquisition integration experience and business model reinvention. She has led large multi-category regional businesses and smaller entrepreneurial global businesses, including responsibility for leading P&G’s selling organization across all sectors and all regions. Ms. Tastad is executive sponsor of P&G’s Gender Equality citizenship effort and leads P&G’s Corporate Women’s Leadership Team. Ms. Tastad previously served in executive roles in the U.S., Canada, and Switzerland. | |||||||
Director since December 2015 Committees Compensation and Talent Management Manufacturing Nominating and Governance | ||||||||
Core Competencies As a result of these professional and other experiences, Ms. Tastad possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) branded consumer products and consumer dynamics, international and emerging markets, marketing / brand building, people management, sales and distribution. | ||||||||
| 14 | Kellogg Company | ||||
Shares present but not voted because of abstention will have the effect of a “no” vote on Proposals 2 through 6. If you do not provide your broker or other nominee with instructions on how to vote your “street name” shares, your broker or nominee will not be permitted to vote them on non-routine matters (a broker “non-vote”) such as Proposals 1, 2, 3, 5 and 6. Shares subject to a broker “non-vote” will not be considered entitled to vote with respect to Proposals 1, 2, 3, 5 and 6, and will have no effect on the outcome of Proposals 1, 2, 5 and 6, but will have the effect of a “no” vote on Proposal 3.Please note that brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.
Other Business. We do not intend to bring any business before the meeting other than that set forth in the Notice of the2023 Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on such business and on any matters dealing with the conduct of the meeting pursuant to the discretionary authority granted in the proxy.
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Costs. We pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement. We have also made arrangements with brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy-soliciting materials to the beneficial owners of the Kellogg common stock at our expense. In addition, we have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and personal solicitation. For these services, we will pay D.F. King & Co., Inc. a fee of $14,500, plus reasonable expenses.
Directions to Annual Meeting. To obtain directions to attend the annual meeting and vote in person, please contact Investor Relations at (269) 961-2800 or at investor.relations@kellogg.com.
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Five Percent Holders. The following table shows each person who, based upon their most recent filings or correspondence with the SEC, beneficially owns more than 5% of our common stock.
Name | Percent of Class on December 31, 2013 | |||||||
Beneficial Owner | Shares Beneficially Owned | |||||||
W.K. Kellogg Foundation Trust(1) c/o The Bank of New York Corporation One Wall Street New York, NY 10286 | 76,696,366 | (2) | 21.1 | % | ||||
KeyCorp | 27,279,527 | (3) | 7.5 | % | ||||
127 Public Square | ||||||||
Cleveland, OH 44114-1306 | ||||||||
Gordon Gund | 27,167,386 | (4) | 7.5 | % | ||||
14 Nassau Street | ||||||||
Princeton, NJ 08542-4523 | ||||||||
 | STEPHANIE BURNS, Ph.D. | 66 Former Chief Executive Officer of Dow Corning Corporation Dr. Burns served as Chief Executive Officer of Dow Corning Corporation from 2004 to 2011 and its Chairman from 2006 through 2011. She began her career with Dow Corning in 1983 and later became Dow Corning’s first director of women’s health. Dr. Burns was elected to the Dow Corning Board of Directors in 2001 and elected as President in 2003. Dr. Burns is a director of Corning Incorporated and HP Inc., and within the past five years, Dr. Burns has also served as a director of GlaxoSmithKline plc. | |||||||
Director since February 2014 Committees Audit (Chair) Nominating and Governance Executive | Core Competencies As a result of these professional and other experiences, Dr. Burns has been determined to be an “Audit Committee Financial Expert” under the SEC’s rules and regulations, and possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, innovation / research and development, regulatory and government affairs and risk management. In addition, Dr. Burns has significant public company board experience (including specific experience in compensation, corporate relations, manufacturing, and social responsibility oversight). | |||||||
 | STEVE CAHILLANE | 55 Chairman of the Board, President and Chief Executive Officer of Kellogg Company Mr. Cahillane has been Chairman of the Board of Kellogg Company since March 2018, and President and Chief Executive Officer since October 2017. He has also served as a Kellogg Director since October 2017. Prior to joining Kellogg, Mr. Cahillane served as Chief Executive Officer and President, and as a member of the board of directors, of Alphabet Holding Company, Inc., and its wholly-owned operating subsidiary, The | |||||||
Director since October 2017 Committees Executive (Chair) | ||||||||
Core Competencies As a result of these professional and | ||||||||
| 2021 Proxy Statement | 15 | ||||
 | RICK DREILING | 67 Former Chief Executive Officer of Dollar General Corporation Mr. Dreiling is Chairman of the Board of Lowe’s Companies Inc. He previously served as Chief Executive Officer of Dollar General Corporation until his retirement in June 2015. He was also Chairman of Dollar General from December 2008 to January 2016, and served as Senior Advisor from June 2015 to January 2016. Mr. Dreiling has more than 40 years of diverse retail industry experience in consumer discount, drug store and grocery sectors. He spent 34 years with Safeway, Inc. in roles spanning marketing, manufacturing, distribution, merchandising and retail operations. Mr. Dreiling is also a director of Aramark and PulteGroup Inc. | |||||||
Director since June 2016 Committees Audit Compensation and Talent Management | ||||||||
Core Competencies As a result of these and other experiences, Mr. Dreiling possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, people management, retail environment, risk management and strategy and strategic planning. In addition, Mr. Dreiling has significant public company board experience. | ||||||||
 | LA JUNE MONTGOMERY TABRON | 58 President and CEO of the W.K. Kellogg Foundation Ms. Montgomery Tabron was elected President and CEO of the W.K. Kellogg Foundation | |||||||
Director since February 2014 Committees Social Responsibility and Public Policy (Chair) Manufacturing Executive | ||||||||
Core Competencies As a | ||||||||
| 16 | Kellogg Company | ||||
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Name Non-NEO Directors(5) Benjamin Carson Sr. John Dillon(6) Gordon Gund(7) Jim Jenness(8) Donald Knauss Mary Laschinger Ann McLaughlin Korologos Cynthia Milligan Rogelio Rebolledo Sterling Speirn(8) Named Executive Officers John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson(9) All Directors and executive officers as agroup(18 persons)(10) Board Leadership Structure; Communication with the Board Leadership Structure With respect to the roles of Chairman and CEO, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. succession planning process. While risk oversight is a full Board responsibility, the responsibility for monitoring the ERM process has been delegated to the Audit Committee. As such, one of the leaders of the ERM process is the Vice President, Internal Audit, risks in a timely and effective manner. tendered. To the extent that a resignation is accepted, the Director Independence search and provide recommendations. Also, Directors are generally asked to recommend candidates for the position. The candidates would be evaluated based on the process outlined in the Corporate Governance Guidelines and the For more information, see “Board and Committee Membership-Nominating and Governance Committee.” Name(1) John Bryant(2) Benjamin Carson John Dillon Gordon Gund Jim Jenness(2) Don Knauss Mary Laschinger Ann McLaughlin Korologos Cynthia Milligan(3) Rogelio Rebolledo Sterling Speirn 2013 Meetings management and the independent registered public accounting firm. Corporate Governance Benefits 45. No changes were recommended for 2020. Type of Compensation Annual Cash Retainer(1) Annual Stock Awards Retainer Annual Retainer for Committee Chair: Audit Committee Nominating and Governance and Lead Director Compensation Committee All Other Committees Annual Cash Retainer payments. Governance Name Benjamin Carson Sr. John Dillon Gordon Gund Jim Jenness Dorothy Johnson(9) Donald Knauss Mary Laschinger Ann McLaughlin Korologos Cynthia Milligan(10) Rogelio Rebolledo Sterling Speirn John Zabriskie(11) disclosed in the proxy statement, we will consider such Shareowners’ concerns and the Committee will evaluate whether any actions are necessary to address those concerns. % of target Pay for Performance, •Shareowner Alignment, •Values-Based, and •Mitigating Risk. We accomplish this in several ways, including ensuring that target pay levels are market based, utilizing The averaged approximately 64% of target annual compensation linked to performance-based incentives. ” compensation. have a 10-year term. the Committee has reviewed, among other items, a letter from FW Cook Compensation Peer Group to confirm that it continues to be an appropriate benchmark. The Annual incentive compensation payouts will depend largely upon Kellogg’s performance versus our operating plan budgets and in part upon our performance relative to our Performance Peer Group. The independent compensation consultant presents the •This compensation information provides detailed information for both CEO compensation and the compensation for the other NEOs. •Based on its review of performance versus our operating plan, performance against the •The independent members of the Board units). market. Each year, the (“AIP Cash Flow”) which are weighted at 40%, 40%, and 20% respectively and (b) non-financial metrics (10% weighting) consisting of People Safety, Food Safety/Quality and Diversity & Inclusion. For NEOs (other than Mr. Hood), the financial and non-financial metrics are based on Corporate targets. For our regional presidents, including Mr. Hood, the 90% financial metrics are based on 70% regional targets and 20% Corporate targets, and non-financial metrics are based on regional targets. Performance Peer Group. The actual percent of the AIP Target paid to our NEOs each year can range from 0% to 200% of the target 155% of target for North America. John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson(3) achieving our long-term The used a judgment-based methodology in exercising John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson Chief Executive Officer Other Named Executive Officers purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as zero-cost collars and forward sale contracts. Our NEOs and other officers may not pledge shares or enter into any risk hedging arrangements with respect to Kellogg stock. NEOs may not hold Kellogg stock in a margin account or pledge Kellogg stock as collateral for a loan. In addition, this policy is designed to ensure compliance with relevant SEC regulations, including insider trading rules. interest. Given other programs available to our executives to defer compensation, the Program was sunset at the end of fiscal year 2020. fiscal 2020. It is important to note that the information required by the Summary Compensation Table does not necessarily reflect the target or actual compensation for our NEOs in Name and Principal Position John Bryant President and Chief Executive Officer Ron Dissinger Senior Vice President and Paul Norman Senior Vice President, Kellogg Company, Chief Growth Officer 2011 669,138 0 410,048 639,996 661,000 971,000 53,889 3,405,071 Gary Pilnick Senior Vice President, General Counsel, Corporate Development & Secretary 2011 567,320 0 300,384 470,820 529,200 313,000 36,955 2,217,679 Alistair Hirst Senior Vice President, Kellogg Company, Global Supply Chain Brad Davidson(6) Former Senior Vice President Kellogg Company, President, Kellogg North America 2011 686,640 0 519,712 (7) 809,970 559,800 1,299,000 161,838 4,036,960 John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson Table •Stock Options; •Restricted stock unit Name John Bryant Stock options 2013 AIP(2) 2013-15 EPP Ron Dissinger Stock options 2013 AIP(2) 2013-15 EPP RSU Grant Paul Norman Stock options 2013 AIP(2) 2013-15 EPP RSU Grant Gary Pilnick Stock options 2013 AIP(2) 2013-15 EPP RSU Grant Alistair Hirst Stock options 2013 AIP(2) 2013-15 EPP Brad Davidson Stock options 2013 AIP(2) 2013-15 EPP(4) Table 2020: Name John Bryant Options Restricted Stock Units 2011-13 EPP(13) 2012-14 EPP 2013-15 EPP Ron Dissinger Options Restricted Stock Units(15) 2011-13 EPP (13) 2012-14 EPP 2013-15 EPP Paul Norman Options Restricted Stock Units(15) 2011-13 EPP(13) 2012-14 EPP 2013-15 EPP Gary Pilnick Options Restricted Stock Units(15) 2011-13 EPP(13) 2012-14 EPP 2013-15 EPP Alistair Hirst Options Restricted Stock(14) 2011-13 EPP(13) 2012-14 EPP 2013-15 EPP Brad Davidson Options Restricted Stock Units 2011-13 EPP(16) 2012-14 EPP(16) 2013-15 EPP(16) Table Name John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson Mr. Hirst and Mr. Pilnick are participants in our U.S. Pension Plans. Since 2008, Mr. Pilnick has been treated as a grandfathered participant under these plans. Mr. Hirst, all of his years of service are reflected in the ‘2005 and After’ plan because he first became eligible for the U.S. pension plans in 2005 when he transferred from U.K. payroll to U.S. payroll. Per the terms of our U.S. pension plans, all of his years of service working for Kellogg in the U.K. and South Africa were included as years of service in the U.S. plan upon his transfer to U.S. payroll, with offsets for any Payments During Fiscal Year ($) John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson Name John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Brad Davidson •The executive is entitled to receive cash compensation equal to two times base salary, •Kellogg has the discretion to pay the executive an annual incentive award for the •Previously-granted stock option and restricted stock unit awards continue to vest during the •The executive is entitled to continue to participate in certain welfare and insurance benefits during the •The executive is entitled to receive outplacement assistance for 12 months following termination. John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Ron Dissinger Alistair Hirst eligibility. John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Our Control Policy. complete liquidation or dissolution. The “change John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst John Bryant Ron Dissinger Paul Norman Gary Pilnick Alistair Hirst Matters Firm Procedures Matters After careful consideration of the foregoing, the Board of Directors has determined that it would be in the best interests of the company and our Shareowners to amend Kellogg’s Certificate of Incorporation and bylaws to replace each voting requirement that calls for approval by two-thirds of outstanding shares with a majority of outstanding shares. special shareowner meeting. This proposal 5 directors. voting together as a single class, at any regular or special meeting of the stockholders (but only if notice of the proposed change be contained in the notice to the stockholders of the proposed meeting). in the case of clause (i), the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders, or, in the case of clause (ii), the affirmative vote of such number of Directors constituting not less than two-thirds of the total number of directorships fixed by a resolution adopted by the Board of Directors pursuant to Article TENTH of this Restated Certificate of Incorporation, as amended, whether or not such directorships are filled at the time (such total number of directorships hereinafter referred to as the “Full Board”). 74 For All Withhold All Vote on Directors 1. Election of Directors (term expires 2017) Nominees: 1) John Bryant 3) La June Montgomery Tabron 2. Advisory resolution to approve executive compensation. ¨ ¨ ¨ 3. Management proposal to declassify the board of directors. ¨ ¨ ¨ 4. Ratification of the appointment of PricewaterhouseCoopers LLP as Kellogg’s independent registered public accounting firm for fiscal year 2014. ¨ ¨ ¨ 5. Shareowner proposal, if properly presented at the meeting, requesting a human rights report. ¨ ¨ ¨ 6. Shareowner proposal, if properly presented at the meeting, to adopt simple majority vote. ¨ ¨ ¨ NOTE:Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, or guardian, please give full name and title as such. (303) 562-9302 (International). OfficerBoard and Director Stock Ownership. The following table shows the number of shares of Kellogg common stock beneficially owned as of January 15, 2014, by each Director, each executive officer named in the Summary Compensation Table and all Directors and executive officers as a group. Shares(1) Options(2) Deferred Stock
Units(3) Total Beneficial
Ownership(4) Percentage 40,651 20,000 0 60,651 * 60,051 20,000 0 80,051 * 27,128,978 20,000 73,630 27,222,608 7.5 % 202,401 5,000 13,561 220,962 * 18,227 6,931 0 25,158 * 3,867 — 2,028 5,895 * 51,142 20,000 20,729 91,871 * 3,376 — 0 3,376 16,005 2,534 0 18,539 * 20,210 781 0 20,991 * 182,838 1,186,266 2,678 1,371,782 * 29,034 280,700 0 309,734 * 62,017 336,766 0 398,783 * 70,212 308,266 0 378,478 * 25,274 68,199 0 93,473 67,810 327,799 0 395,609 * 27,983,805 2,665,359 112,627 30,761,791 8.4 % *Less than 1%.(1)Represents the number of shares beneficially owned, excluding shares which may be acquired through exercise of stock options and units held under our deferred compensation plans. Includes the following number of shares held in Kellogg’s Grantor Trust for Directors and Executives related to the annual grants of deferred shares for Non-Employee Directors, which shares are subject to restrictions on investment: Dr. Carson, 38,666 shares; Mr. Dillon, 35,634 shares; Mr. Gund, 46,778 shares; Mr. Jenness, 11,525 shares; Mr. Knauss, 18,227 shares; Ms. Laschinger, 3,867 shares; Ms. McLaughlin Korologos, 46,495 shares; Ms. Milligan, 2,917 shares; Mr. Rebolledo, 16,005 shares; Mr. Speirn, 20,140 shares; and all Directors as a group, 240,255 shares.(2)Represents options that were exercisable on January 15, 2014 and options that become exercisable within 60 days of January 15, 2014.(3)Represents the number of common stock units held under our deferred compensation plans as of January 15, 2014. For additional information, refer to “2013 Director Compensation and Benefits — Elective Deferral Program” and “Compensation Discussion and Analysis — Executive Compensation Policies — Deductibility of Compensation and Other Related Issues” for a description of these plans.(4)None of the shares listed have been pledged as collateral.(5)Ms. Dorothy Johnson and Dr. John Zabriskie retired as Directors during 2013.(6)Includes 250 shares held for the benefit of a son, over which Mr. Dillon disclaims beneficial ownership.6(7)Includes (i) 27,051,548 shares held by various trusts for the benefit of certain members of the Gund family, over which shares Mr. Gund has sole voting power and (ii) 10,000 shares owned by Mr. Gund’s wife. Gordon Gund disclaims beneficial ownership of the shares beneficially owned by the Gund family trusts and his wife.(8)Does not include shares owned by the Kellogg Trust, as to which Mr. Jenness and Mr. Speirn, as trustees of the Kellogg Trust as of the date of this table, share voting and investment power, or shares as to which the Kellogg Trust or the Kellogg Foundation have current beneficial interest.(9)Mr. Davidson departed Kellogg effective October 1, 2013.(10)Includes 10,000 shares owned by, or held for the benefit of, spouses; 250 shares owned by, or held for the benefit of children, over which the applicable Director, or executive officer disclaims beneficial ownership; 8,790 shares held in our Savings & Investment Plans; and 13,357 restricted shares, which contain some restrictions on investment.Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, executive officers, and greater-than-10% Shareowners to file reports with the SEC. SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports and written certifications provided to us, we believe that the filing requirements for all of these reporting persons were complied with during fiscal 2013.7Corporate GovernanceBoard-Adopted Corporate Governance Guidelines.We operate under corporate governance principles and practices (the “Guidelines”“Corporate Governance Guidelines”) that are designed to maximize long-term Shareowner value, align the interests of the Board and management with those of our Shareowners and promote high ethical conduct among our Directors and employees. The Board has focused on continuing to build upon our strong corporate governance practices over the years. TheCorporate Governance Guidelines include the following:A majority of the Directors, and all of the members of the Audit, Compensation, and Nominating and Governance Committees, are required to meet the independence requirements of the New York Stock Exchange.Board Independence •A majority of the Directors, and all of the members of the Audit Committee, Compensation and Talent Management ("C&T") Committee, and N&G Committee, are required to meet the independence requirements of the New York Stock Exchange and the SEC.•One of the Directors is designated a Lead Director, who chairs and may call executive session meetings of the independent, non-employee Directors, approves proposed meeting agendas and schedules, and establishes a method for Shareowners and other interested parties to communicate with the Board.•The Board and each Board Committee have the power to hire independent legal, financial or other advisors as they may deem necessary, at the Company's expense.•The Corporate Governance Guidelines provide that non-employee Directors meet in executive session at least three times annually. As a general practice, the non-employee Directors meet in executive session at Board and Committee meetings.•No Director shall serve as a director, officer or employee of a competitor.Strategic Oversight •Directors review the Company's strategy periodically during the year and dedicate at least one meeting per year to focus on a strategic review, including the key elements of the Company's strategy.•Directors have direct and regular access to officers, employees, facilities, books and records of the Company and can initiate contact or meetings directly or through the CEO or Secretary.Performance Assessments •The Board and Board Committees conduct annual performance evaluations to assess whether the Board, its Committees, and the Directors are functioning effectively.•The independent members of the Board use the recommendations from the N&G Committee and C&T Committee to conduct an annual review of the CEO’s performance and determine the CEO’s compensation.Succession Planning •The Board reviews CEO succession planning at least once per year.Restrictions and Rules •Non-employee Directors who change their principal responsibility or occupation from that held when they were elected shall offer their resignation for the Board to consider the continued appropriateness of Board membership under the circumstances.•No Director may be nominated for a new term if he or she would attain the age limit of seventy-two or older at the time of election, unless the Board determines that it is in the best interest of Kellogg to re-nominate the independent Director for additional terms due to his or her unique capabilities or special circumstances.•No Director should serve on more than four other public company boards, in addition to Kellogg.•All Directors are expected to comply with stock ownership guidelines for Directors, under which they are generally expected to hold at least five times their annual cash retainer in stock and stock equivalents.•Continuing education is provided to Directors consistent with our Board education policy.One of the Directors is designated a Lead Director, who chairs and may call executive session meetings of independent, non-employee Directors, approves proposed meeting agendas and schedules, and establishes a method for Shareowners and other interested parties to use in communicating with the Board.The Board reviews CEO succession planning at least once per year.The Board and each Board committee have the power to hire independent legal, financial or other advisors as they may deem necessary, at our expense.Non-employee Directors meet in executive session at least three times annually.The Board and Board committees conduct annual self-evaluations.The independent members of the Board use the recommendations from the Nominating and Governance Committee and Compensation Committee to conduct an annual review of the CEO’s performance and determine the CEO’s compensation.Non-employee Directors who change their principal responsibility or occupation from that held when they were elected shall offer his or her resignation for the Board to consider continued appropriateness of Board membership under the circumstances.Directors have access to Kellogg officers and employees.Continuing education is provided to Directors consistent with our Board education policy.No Director may be nominated for a new term if he or she would be seventy-two or older at the time of election; unless the Board determines that it is in the best interest of Kellogg to re-nominate the independent Director for up to one additional term due to his or her unique capabilities or special circumstances.No Director shall serve as a director, officer or employee of a competitor.No Director should serve on more than four other boards of public companies in addition to Kellogg.All Directors are expected to comply with stock ownership guidelines for Directors, under which they are generally expected to hold at least five times their annual cash retainer in stock and stock equivalents..The mix of experienced independent and management Directors that make up our Board, along with the independent role of our Lead Director and our independent Board Committee composition, benefits Kellogg and its Shareowners. The following section describes Kellogg’s Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices.2021 Proxy Statement 17 Board and Corporate GovernanceIndependence; Board MixOur Board has an effective mix of independent and management Directors. It is composed of teneleven independent Directors, Mr. Cahillane, our CEO, and Mr. Jenness the executive(who was our Chairman until June 2014). Mr. Jenness will be retiring at our 2021 Annual Meeting of Shareowners, at which point the Board is expected to be composed of eleven independent Directors and Mr. Bryant, Chief Executive Officer. Cahillane, our CEO.Independence and Committee Structure After 2021 Annual MeetingIn addition, as provided in our Guidelines, the Board has designated one of the independent directors as Lead Director. In 2013,2020, the Board had sevensix standing Committees: (i) Audit, (ii) C&T, (iii) N&G, (iv) Manufacturing, (v) Social Responsibility and Public Policy ("SRPP"), and (vi) Executive. The Audit, C&T, and N&G Committees — audit,8compensation, nominating and governance, consumer and shopper marketing, manufacturing, social responsibility and public policy, and executive. Each Board Committee isare composed solely of independent Directors, (other than the Executive Committee), each with a different independent Director (other than the Executive Committee) serving as Committee chair. We believe that the mix of experienced independent and management Directors that make up our Board Independence Diversity Tenure 
Board along with the independent role of our Lead Director and our independent Board Committees, benefits Kellogg and its Shareowners.The Board believes that it is beneficial to Kellogg and its Shareowners to designate one of the Directors as a Lead Director. The Lead Director serves a variety of roles including, reviewing and approving Board agendas, meeting materials and schedules to confirm the appropriate topics are reviewed and sufficient time is allocated to each; serving as liaison between the Chairman of the Board, Chief Executive Officer and non-management Directors (however, each director has direct access to both the CEO and Chairman); presiding at the executive sessions of independent Directors and at all other meetings of the Board of Directors at which the Chairman of the Board is not present; and calling an executive session of independent Directors at any time, consistent with the Guidelines. Gordon Gund, an independent Director and the Chairman of the Nominating and Governance Committee, is currently our Lead Director. Mr. Gund is an effective Lead Director for Kellogg due to, among other things, his independence, commitment to ethics, communication skills, deep strategic and operational understanding of Kellogg obtained while serving as a Kellogg Director, and corporate governance knowledge acquired during his tenure as a member of the governance committees of two Fortune 500 companies and as a retired director of Corning Incorporated. Mr. Gund may be contacted at gordon.gund@kellogg.com. Any communications which Shareowners or interested parties may wish to send to the Board may be directly sent to Mr. Gund at this e-mail address.Since 2006,have been separated,were separated. Upon Mr. Bryant’s retirement from the Board on March 15, 2018, and Mr. Cahillane’s succession to the role of Chairman, the roles were again combined. At this time, the Board believes that combining the roles of Chairman and CEO, together with Mr. Jenness serving as Chairman. Mr. Jenness has been closely involved withthe separate, independent role of our Lead Director, is the most effective leadership structure for Kellogg for over thirty yearsmany reasons. In particular, the Board believes the combined role is appropriate because of:•Mr. Cahillane’s extensive knowledge and experience in various rolesa variety of areas, including Chief Executive Officerstrategy and Director. Previously, strategic planning, branded consumer products and consumer dynamics, and innovation and research and development acquired as a result of his professional and other experiences, gives him the insight necessary to combine the responsibilities of strategic development and execution along with management of day-to-day operations, and•Mr. Jenness was Chief Executive OfficerCahillane’s knowledge of Integrated Merchandising Systems LLC, a market leaderKellogg's business, operations and risks acquired in outsourcehis role as CEO gives him the insight necessary to combine the responsibilities of strategic development along with management for retail promotionof day-to-day operations and branded merchandising. He also servedexecution.We believe Don Knauss, as the Company's Lead Director, provides the necessary independent voice on issues facing the company and ensures that key issues are brought to the Board's attention and that proper corporate governance is maintained. As stated in various positionsthe Corporate Governance Guidelines, the Board believes that the combination or separation of increasing responsibility at Leo Burnett Company, Kellogg’s major advertising agency partner, for many years, includingthese offices should continue to be considered as Vice Chairman, Chief Operating Officer and Director. Mr. Jenness generously volunteers as senior director of Children’s Memorial Hospital of Chicago and on the Mercy Home for Boys and Girls Board of Regents and its Strategic Planning Committee. He serves as lead director of Kimberly-Clark Corporation. He also serves on the DePaul University College of Commerce Advisory Council, as Chairman of DePaul’s Board of Trustees, and is co-trusteepart of the W.K. Kellogg Foundation Trust. Given his unique knowledge, experience, and relationship with both the Board and management, his continued role as executive Chairman provides significant value for Kellogg and its Shareowners.LEAD DIRECTORDon Knauss, an independent Director and the Chairman of the N&G Committee, is currently our Lead Director. Mr. Knauss is an effective Lead Director for Kellogg due to, among other things:•independence;•board leadership experience as CEO, Chairman and Executive Chairman of The Clorox Company;•strong strategic and financial acumen;•commitment to ethics;•extensive knowledge of the retail environment and branded consumer products; and•deep understanding of Kellogg and its business obtained while serving as a Kellogg Director.The independent Lead Director serves a variety of roles, including:•for every meeting , reviewing and approving Board agendas, meeting materials and schedules to confirm the appropriate Board and Committee topics are reviewed and sufficient time is allocated to each;•liaising between the Chairman and CEO and non-management Directors if and when necessary and appropriate (that said, each Director has direct and regular access to the Chairman and CEO);•presiding at the executive sessions of independent Directors and at all other meetings of the Board of Directors at which the Chairman of the Board is not present;•calling an executive session of independent Directors at every meeting consistent with the Corporate Governance Guidelines;•responsibility for leading the Board's annual evaluation process; and•facilitating succession planning for the Board, including by having the N&G Committee and the independent Directors regularly discuss and evaluate CEO succession plans.Mr. Knauss may be contacted at donald.knauss@kellogg.com. Any communications which Shareowners or interested parties may wish to send to the Board may be directly sent to Mr. Knauss at this e-mail address.Our Board conducts an annual evaluation to determine whether it and its Committees are functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be appropriate for Kellogg and its Shareowners. OurCorporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe that Kellogg, like many U.S.U.S.-based companies, has been well-served by this flexible leadership structure.18 Kellogg Company Board and Corporate GovernanceSelf EvaluationOur Lead Director leads our annual process whereby the Board conducts an annual performance evaluation to assess the performance of the Board, its Committees, and the Directors, and to determine how to make the Board even more effective. The process includes detailed written survey materials as well as individual, private meetings between each Director and the Lead Director.BOARD SELF-EVALUATION / CONTINUOUS IMPROVEMENT PROGRAM
Company StrategyStrategic planning and oversight of the Company’s business strategy is a key responsibility of the Board, and the Board has deep experience and expertise in the areas of strategy and strategic development. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multi-step approach in exercising its responsibilities. Our entire Board discusses the strategic priorities of the Company, taking into consideration global economic, consumer and other significant trends, as well as changes in the food industry and regulatory initiatives. The Board reviews the Company’s strategy periodically during the year, and dedicates at least one meeting each year to focus on a strategic review, including key elements of our strategy. Relevant strategic topics are also embedded in the work of Committees.While the Board and its Committees oversee strategy and strategic planning, management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. The Board’s discussions are enhanced with first-hand experiences, such as visits to specific markets and interaction with key retailers, which provide Directors an opportunity to experience strategy execution.The Board’s oversight and management’s execution of business strategy are intended to help promote the creation of long-term shareowner value in a sustainable manner, with a focus on assessing both opportunities available to us and risks that we may encounter.2021 Proxy Statement 19 Board and Corporate GovernanceBoard Oversight of Enterprise Risk.The Board utilizes our Enterprise Risk Management (ERM)(“ERM”) process to assist in fulfilling its oversight of ourthe Company's risks. Management, who is responsible for day-to-day risk management, conducts a formal risk assessment of Kellogg’s business annually. The risk assessment process is global in nature and has been developed to identify and assess Kellogg’s current and emerging risks, including the nature of the risk, as well as to identify steps to mitigate and manage the controllable aspects of each risk. Several hundred of our key business leaders, functional heads and other managers are surveyed and/or interviewed to develop this information.9and Compliance, who reports directly to the Chair of the Audit Committee. The Audit Committee receives at each meeting (or the full Board for those meetings when the Audit Committee does not meet) an update on the key enterprise risks, including current status and action items.The results of the risk assessment are reviewed with the Audit Committee and the full Board. The centerpiece of the assessment is the discussion of key risks which includes the potential magnitude and likelihood of each risk. As part of the process for each risk, management identifies the nature of the risk, the senior executive responsible for managing the risk, the potential impact, management’s initiatives to manage the risk, the most recent Board or Committee update, and the timing of the next scheduled Board or Committee review.The results of the risk assessment are then integrated into the Board’s processes. Oversight responsibility for each risk is allocated among the full Board and its Committees, and specific Board and Committee agendas are developed accordingly. Each Committee chair works directly with Kellogg’s key senior executive responsible for the matters allocated to the Committee to develop agenda topics, review materials to be discussed with the Committee, and otherwise discuss those topics relating to the particular Committee. Through this process each key risk is reviewed at least annually, with many topics reviewed on several occasions throughout the year.Due to the dynamic nature of risk and the Board orbusiness environment generally, at every Audit Committee’s oversight at eachCommittee meeting, of Kellogg’sthe Company provides a status report on key enterprise risks, and business unit risks, adjustmentsregularly provides in-depth reviews on select topics. ERM topics are made toalso discussed in other Committee meetings. In addition, Board and Committee agendas are updated throughout the year so that enterprise risks are reviewed at the relevant times. This process facilitates the Board’s ability to fulfill its oversight responsibilities of Kellogg’s risks.BOARD OF DIRECTORS•During regularly scheduled meetings, the full Board and Audit Committee receive an update on the key enterprise risks, including current status and action items•The full Board reviews the results of the annual risk assessment•Oversight responsibility for each risk is allocated among the full Board and its Committees, and specific Board and Committee agendas are developed accordingly:RISK ASSESSMENTThe risk assessment process is global in nature and has been developed to identify and assess Kellogg’s current and emerging risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk (including how ERM is integrated into the Company’s internal audit plan). Many of our key business leaders, functional heads and other managers from across the globe provide perspective and input in a targeted and strategic manner to develop the Company’s holistic views on enterprise risks.The centerpiece of the assessment is the distillation of this review into key enterprise risks which includes the potential magnitude, likelihood and velocity of each risk. As part of the process for assessing each risk, management identifies the following:•the nature of the risk•the senior executive responsible for managing the risk•the potential impact of the risk•management’s approach to manage the risk•Board or Committee updatesThe results of the risk assessment are then integrated into the Board’s processes.AUDIT COMMITTEE•Responsible for monitoring the ERM process•Coordinates with the Vice President, Internal Audit, who reports to the Chair of the Committee•Receives updates on the key enterprise risks•Reviews the results of the annual risk assessmentALL COMMITTEESEach Committee chair works directly with Kellogg’s key senior executive responsible for the matters allocated to the Committee to develop agenda topics, review materials to be discussed with the Committee, and otherwise discuss those key enterprise risks relating to the particular Committee.
MANAGEMENT•Conducts a formal risk assessment of Kellogg's business annually•Evaluates the completeness of the Enterprise Risks universe•Key risks are reviewed and mitigation plans developed by designated senior leaders responsible for day-to-day risk management
20 Kellogg Company Board and Corporate GovernanceMajority Voting for Directors; Director Resignation Policy. InOur bylaws contain a majority voting standard for the election of Directors in an uncontested election of Directors (that is, an election where the number of nominees is equal to the number of seats open) any. In an uncontested election, each nominee for Director who receivesmust be elected by the vote of a greatermajority of the votes cast. A “majority of the votes cast” means the number of votes “withheld” from hiscast “for” a director’s election must exceed the number of votes cast “against” (excluding abstentions). No Director will be nominated for election or her election than votes “for”otherwise be eligible for service on the Board unless and until such election shall promptly tender his or hercandidate has delivered an irrevocable resignation to the NominatingN&G Committee that would be effective upon (i) such Director’s failure to receive the required vote in an election of Directors and Governance Committee (following certification(ii) the Board’s acceptance of the Shareowner vote) for considerationresignation. If a Director fails to achieve the required vote in accordance withan uncontested election, the following procedures.The Nominating and GovernanceN&G Committee would promptly consider suchthe resignation and recommend to the Qualified Independent Directors (as defined below)Board the action to be taken with respect to suchon the offered resignation, which may include (1) accepting the resignation; (2) maintaining the Director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withheld votes; (3) determining that the Director will not be renominated in the future for election; or (4) rejecting the resignation. The Nominating and Governance Committee would consider all relevant factors including, without limitation, (a) the stated reasons why votes were withheld from such Director; (b) any alternatives for curing the underlying cause of the withheld votes; (c) the tenure and qualifications of the Director; (d) the Director’s past and expected future contributions to Kellogg; (e) our Director criteria; (f) our Corporate Governance Guidelines; and (g) the overall composition of the Board including whether accepting the resignation would cause Kellogg to fail to meet any applicable SEC or NYSE requirement.The Qualified Independent Directors would act on the Nominating and GovernanceN&G Committee’s recommendation no later than 90 days following the date of the Shareowners’ meeting where the election occurred. In consideringThe Director whose resignation is under consideration shall not participate in the Nominating and Governance Committee’s recommendation of the Qualified Independent Directors would consider the factors considered by the Nominating and GovernanceN&G Committee and such additional information and factorsor deliberations of the Board believeswith respect to be relevant.his or her nomination. Following the Qualified Independent Directors’Board’s decision, Kellogg would promptly disclose in a current report on Form 8-K the decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached or, if applicable, the reasons for rejecting the tendered resignation).Nominating and GovernanceN&G Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.Any Director who tenders his or her resignation pursuant to this provision would not participate in the Nominating and Governance Committee’s recommendation or Qualified Independent Directors’ consideration regarding whether to accept the tendered resignation. Prior to voting, the Qualified Independent Directors would afford the Director an opportunity to provide any information or statement that he or she deems relevant. If a10majority of the members of the Nominating and Governance Committee received a greater number of votes “withheld” from their election than votes “for” their election at the same election, then the remaining Qualified Independent Directors who are on the Board who did not receive a greater number of votes “withheld” from their election than votes “for” their election (or who were not standing for election) would consider the matter directly or may appoint a Board committee amongst themselves solely for the purpose of considering the tendered resignations that would make the recommendation to the Board whether to accept or reject them.For purposes of this policy, the term “Qualified Independent Directors” means:All Directors who (1) are independent Directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to offer their resignation in accordance with this policy.If there are fewer than three independent Directors then serving on the Board who are not required to offer their resignations in accordance with this policy, then the Qualified Independent Directors shall mean all of the independent Directors and each independent Director who is required to offer his or her resignation in accordance with this Policy shall recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign..The Board has determined that all current Directors (other than Mr. JennessCahillane and Mr. Bryant)Jenness) are independent based on the following standards: (a) no entity (other than a charitable entity) of which such a Director is an employee in any position or any immediate family member (as defined) is an executive officer, made payments to, or received payments from, Kellogg and its subsidiaries in any of the 2013, 20122020, 2019, or 20112018 fiscal years in excess of the greater of (1) $1,000,000 or (2) two percent of that entity’s annual consolidated gross revenues; (b) no such Director, or any immediate family member employed as an executive officer of Kellogg or its subsidiaries, received in any twelve month period within the last three years more than $120,000 per year in direct compensation from Kellogg or its subsidiaries, other than Director and committeeCommittee fees and pension or other forms of deferred compensation for prior service not contingent in any way on continued service; (c) Kellogg did not employ such Director in any position, or any immediate family member as an executive officer, during the past three years; (d) no such Director was a current partner or employee of a firm that is Kellogg’s internal or external auditor (“Auditor”), no immediate family member of such Director was a current partner of the Auditor or an employee of the Auditor who personally worked on our audit, and no Director or immediate family member of such Director was during the past three years a partner or employee of the Auditor and personally worked on our audit within that time; (e) no such Director or immediate family member served as an executive officer of another company during the past three years at the same time as a current executive officer of Kellogg served on the compensation committee of such company; and (f) no other material relationship exists between any such Director and Kellogg or our subsidiaries.The Board also considers from time to time commercial ordinary-course transactions as it assesses independence status, including transactions relating to purchasing supplies, selling product and marketing arrangements. The Board has concluded that these transactions did not impair Director independence for a variety of reasons including that the amounts in question were considerably under the thresholds set forth in our independence standards and the relationships were not deemed material.Related Person TransactionsThe Board has adopted a written policy relating to the N&G Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements by SEC regulations, which are commonly referred to as “related person transactions.” A “related person” is defined under the applicable SEC regulation and includes our Directors, executive officers and 5% or more beneficial owners of our common stock. The Secretary administers procedures adopted by the Board with respect to related person transactions and the N&G Committee reviews and approves all such transactions. At times, it may be advisable to initiate a transaction before the N&G Committee has evaluated it or a transaction may begin before discovery of a related person’s participation. In such instances, management consults with the Chair of the N&G Committee to determine the appropriate course of action. Approval of a related person transaction requires the affirmative vote of the majority of disinterested Directors on the N&G Committee. In approving any related person transaction, the N&G Committee must determine that the transaction is fair and reasonable to Kellogg. The N&G Committee periodically reports on its activities to the Board. The written policy relating to the N&G Committee’s review and approval of related person transactions is available on our website under the “Investor Relations” tab, at the “Governance” link.There were no related person transactions in 2020 that require reporting under the SEC disclosure rules.2021 Proxy Statement 21 Board and Corporate GovernanceShareowner Recommendations for Director Nominees.The Nominating and GovernanceN&G Committee will consider Shareowner nominations for membership on the Board. For the 20152022 Annual Meeting of Shareowners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017,49017-3534, which will forward them to the Chairman of the Nominating and GovernanceN&G Committee. Recommendations must be in writing and we must receive the recommendation not earlier than November , 201410, 2021 and not later than December , 2014.10, 2021. Recommendations must also include certain other requirements specified in our bylaws.When filling a vacancy on the Board, the Nominating and GovernanceN&G Committee identifies the desired skills and experience of a new Director and nominates individuals who it believes can strengthen the Board’s capabilitycapabilities and further diversify the collective experience represented by the then-current Directors. The Nominating and GovernanceN&G Committee may, as it has done in the past, engage third parties to assist in the11Nominating and GovernanceN&G Committee charter, and the same process would be used for all candidates, including candidates recommended by Shareowners.Shareowner Nomination of Director Candidates for Inclusion in Proxy Statement for Annual MeetingOur bylaws permit a Shareowner, or a group of up to 20 Shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or 20% of the Board, provided that the Shareowner(s) and the nominee(s) satisfy the requirements specified in the bylaws. For the 2022 Annual Meeting of Shareowners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017-3534. Any such nomination must be received by us not earlier than October 11, 2021 and not later than November 10, 2021. Any such nomination must meet the other requirements set forth in our bylaws.Attendance at Annual Meetings.All incumbent Directors properly nominated for election are expected to attend the Annual Meeting of Shareowners. All of our then incumbent Directors attended the 20132020 Annual Meeting of Shareowners.Code of Conduct/Ethics.We have adopted the Code of Conduct for Kellogg Company Directors and Global Code of Ethics for Kellogg Company employees (including the chief executive officer, chief financial officer,CEO, CFO, other named executive officers, and corporate controller)Corporate Controller). Any amendments to, or waivers of, the Global Code of Ethics applicable to our chief executive officer, chief financial officerCEO, CFO or corporate controllerCorporate Controller will be posted on www.kelloggcompany.com. We updated and expanded our Global Code of Ethics during 2013. There were no amendments to or waivers of the Global Code of Ethics in 2013.Availability of Corporate Governance Documents.Copies of the Corporate Governance Guidelines, the Charters of the Audit, Compensation,C&T, and Nominating and GovernanceN&G Committees of the Board, the Code of Conduct for Kellogg Company Directors, and Global Code of Ethics for Kellogg Company employees can be found on the Kellogg Company website at www.kelloggcompany.com under “Investor Relations”,Relations,” then “Corporate Governance.” Shareowners may also request a free copy of these documents from: Kellogg Company Consumer Affairs, P.O. Box CAMB, Battle Creek, Michigan 49016-198649016 (phone: (800) 962-1413), the Investor Relations Department at that same address (phone: (269) 961-2800) or investor.relations@kellogg.com.1222 Kellogg Company BOARD AND COMMITTEE MEMBERSHIPIn 2013,Board and Corporate GovernanceBoard and Committee MembershipThe Board routinely reviews Board composition to ensure that it has the right balance of skills to fulfill its oversight obligations for Shareowners. As part of that process, the N&G Committee and the Board consider current tenure and potential retirements.The Board had the following standing committees: Audit, Compensation, NominatingCommittees in 2020: (i) Audit; (ii) C&T; (iii) N&G; (iv) Manufacturing; (v) SRPP; and Governance, Consumer and Shopper Marketing, Manufacturing, Social Responsibility and Public Policy, and(vi) Executive.The Board held 8eight meetings in 2013.2020. All of the incumbent Directors attended at least 75% of the total number of meetings of the Board and of all Board committeesCommittees of which the Directors were members during 20132020 that were held while such directorsDirectors were on the Board.The table below provides 20132020 membership and meeting information for each Board committeeCommittee as of December 28, 2013: Audit Compensation Nominating
and
Governance Consumer
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Marketing(4) Manufacturing Social
Responsibility
and Public Policy Executive ü ü ü ü ü Chair ü ü ü ü Chair ü ü Chair ü ü Chair ü ü ü ü ü Chair ü ü ü Chair ü Chair ü ü ü ü 5 6 4 3 5 2 0 Name(3)Audit Compensation
and Talent
ManagementNominating and
GovernanceManufacturing Social
Responsibility and
Public PolicyStephanie Burns Chair 
Steve Cahillane(1)Carter Cast Rick Dreiling Rod Gillum Zack Gund Chair Jim Jenness(2)Don Knauss Chair Mary Laschinger Chair Erica Mann La June Montgomery Tabron Chair Mike Schlotman(3)Carolyn Tastad 2020 Meetings Held 6 5 4 3 2 (1)Mr. Cahillane is not a formal member of any Committee (other than Executive) and attends meetings for each Committee.(2)Mr. Jenness is not standing for re-election and will retire from the Board in connection with the 2021 Annual Meeting.(3)Mr. Schlotman was elected as Director and his initial term commenced on October 23, 2020.In addition, the Board also has an Executive Committee made up of the CEO and Committee Chairs which held no meetings in 2020.Each of the Company's Committees may form and delegate authority to subcommittees when appropriate.(1)Ms. Dorothy Johnson and Dr. John Zabriskie retired from the Board during 2013. Consequently, they are not included in the table above because they were not members of the Board as of December 28, 2013. During 2013, Ms. Johnson served on the Consumer and Shopper Marketing and Executive Committees and chaired the Social Responsibility and Public Policy Committee; Dr. Zabriskie served on the Compensation, Nominating and Governance, Manufacturing and Executive Committees and chaired the Audit Committee.2021 Proxy Statement 23 Board and Corporate GovernanceAudit Committee(2)Mr. Jenness and Mr. Bryant attend committee meetings, other than portions of those meetings held in executive session of independent Directors.Stephanie Burns (Chair)Carter CastRick DreilingDon KnaussErica MannMike Schlotman2020 Meetings Held: 6(3)Ms. Milligan was first elected as a Director on February 22, 2013.(4)In December 2013, Kellogg’s Board of Directors determined that it would be appropriate to include the topics to be reviewed in the Consumer and Shopper Marketing Committee meetings on full Board agendas commencing in 2014. As a result, the Consumer and Shopper Marketing Committee has been eliminated and folded into the general Board calendar.Audit Committee.Pursuant to a written charter, the Audit Committee’s responsibilities include the following.•The Committee among other things, assists the Board in monitoring the following:–the integrity of ourthe financial statements of the Company;–the independence and performance of ourthe Company’s independent registered public accounting firm, firm;–the performance of ourthe Company’s internal audit function, our Enterprise Risk Managementfunction;–the Company’s ERM process our and key risks;–compliance by the Company with legal and regulatory requirements,requirements; and–other related matters.•The Audit Committee, or its Chair, also pre-approves all audit, audit-related, internal control-related and permitted non-audit engagements and services by the independent registered public accounting firm and their affiliates. It also•The Committee discusses and/or reviews specified matters with, and receives specified information or assurances from, Kellogg13•The Committee also has the sole authority to appoint, subject to Shareowner ratification, or replace the independent registered public accounting firm, which directly reports to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm. Each member•As part of the Auditannual auditor engagement process, the Committee hasconsiders whether to rotate the independent registered public accounting firm. PricewaterhouseCoopers LLP rotates its lead audit engagement partner every five years and the Committee had direct and meaningful involvement in the selection of the lead engagement partner.Ms. Burns, the Chair of the Committee, and Mr. Knauss have each been determined by the Board to be an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of SEC RegulationS-K. EachThe Committee also has the authority, to the extent it deems necessary or appropriate to carry out its duties, to retain, approve the services, determine the fees and other retention terms and terminate outside advisors and counsel.The Board has determined that each member of the Committee members meets the definition of independence requirements of the New York Stock Exchange.under our Corporate Governance Guidelines..24 Kellogg Company Board and Corporate GovernanceCompensation and Talent Management Committee.Mary Laschinger (Chair)Rick DreilingZack GundDon KnaussCarolyn Tastad 2020 Meetings Held: 5Pursuant to a written charter, the Compensation Committee, among other things, (a) reviewsC&T Committee’s responsibilities include the following:•reviewing and approvesapproving the compensation philosophy and principles for senior executives; (b) reviews•reviewing and makesmaking recommendations for the compensation of senior management personnel and monitorsmonitoring overall compensation for senior executives, including reviewing risks arising from Kellogg’s compensation policies and practices; (c) reviews•reviewing and recommendsrecommending the compensation of the Chief Executive Officer; (d) has CEO;•sole authority to retain or terminate any compensation consultant or other advisor used to evaluate senior executive compensation; (e) oversees•overseeing and administersadministering employee benefit plans to the extent provided in those plans;•reviewing with management employment and (f) reviewsemployment-related matters and employment programs;•reviewing trends in management compensation. compensation;•reviewing talent development;•setting the composition of the peer company group used for market comparison for executive compensation;•determining applicable stock ownership guidelines for certain executives and monitoring compliance with guidelines;•reviewing the Company’s diversity and inclusion programs and policies; and•overseeing the review and assessment of risks arising from Kellogg’s compensation policies and practices, which includes the annual review of our compensation program for design features considered to encourage excessive risk taking and Kellogg’s approach to those features.For information about the Committee’s processes for establishing and overseeing executive compensation, including with respect to its retention and use of a compensation consultant, refer to “Compensation Discussion and Analysis — Compensation Approach.”The Committee may form and delegatealso has the authority to subcommitteesobtain advice and assistance from internal or the Chair when appropriate. The Compensation Committee,external legal, accounting or its Chair, also pre-approves all engagements and services to be performed by any consultants or advisors to the Compensation Committee. To assist the Compensation Committee in discharging its responsibilities, the Committee has retained an independent compensation consultant — Frederic W. Cook (“Cook & Co.”). The consultant reports directly to the Compensation Committee.other advisors. Prior to retaining any such consultant, or other advisor, the Committee must considerconsiders whether the work of such consultant or other advisor would raise aan conflict of interest according to the independence factors enumerated by the New York Stock Exchange, as well as any other factors the Committee determines to be relevant. Other than the work it performs for the Compensation Committee and the Board, Cook & Co. does not provide any consulting services to Kellogg or its executive officers. For additional information about the independence of the Committee’s consultant, refer to “Compensation Discussion and Analysis — Compensation Approach — Independence.”The Board has determined that each member of the Compensation Committee meets the definition of independence under our corporate governance guidelinesCorporate Governance Guidelines and the requirements of the New York Stock Exchange and further qualifies as a non-employee Director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. The members of the Compensation Committee are not current or former employees of Kellogg, and are not eligible to participate in any of our executive compensation programs. Additionally, the compositionprograms, do not receive compensation that would impair their ability to make independent judgments about executive compensation, and are not “affiliates” of the CompensationCompany, as defined under Rule 10c-1 under the Securities Exchange Act of 1934.2021 Proxy Statement 25 Board and Corporate GovernanceNominating and Governance Committee is designed to meet the tax deductibility criteria included in Section 162(m) of the Internal Revenue Code.As noted above, the Compensation Committee is charged with overseeing the review and assessment of risks arising from Kellogg’s compensation policies and practices. The Compensation Committee reviews annually the potential for excessive risk in Kellogg’s compensation program; including views from independent experts, the SEC, and design features considered to encourage excessive risk taking and Kellogg’s approach to those features. Kellogg uses a number of approaches to mitigate excessive risk taking, including significant weighting towards long-term incentive compensation, emphasizing qualitative goals in addition to a variety of quantitative metrics, and equity ownership guidelines. As a result of this review, together with input from the independent compensation consultant, the Compensation Committee determined that the risks arising from Kellogg’s compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Kellogg.For additional information about the Compensation Committee’s processes for establishing and overseeing executive compensation, refer to “Compensation Discussion and Analysis — Compensation Approach.”Manufacturing Committee.Don Knauss(Chair)Stephanie BurnsZack GundMary LaschingerCarolyn Tastad 2020 Meetings Held: 4Pursuant to a written charter, the ManufacturingN&G Committee’s responsibilities include the following.•The Committee among other things, assists the Board in discharging its oversight responsibilities with respect to topics relating to Kellogg’s manufacturing practices, with the primary focus on Kellogg’s food quality and safety, manufacturing facility operations, and people strategies. As it deems appropriate, the Committee reviews policies, programs andby:14practices, and provides strategic advice and counsel concerning the matters set forth above including, but not limited to, food safety, employee health and safety, capacity utilization and planning, contingency planning, productivity programs, commodity purchasing and hedging programs, people utilization and people strategies.Nominating and Governance Committee. Pursuant to a written charter, the Nominating and Governance Committee, among other things, assists the Board by (a) –identifying and reviewing the qualifications of candidates for Director and in determining the criteria for new Directors; (b) recommends–recommending nominees for Director to the Board; (c) recommends committee–recommending Committee assignments; (d) reviews–reviewing annually the Board’s compliance with the Corporate Governance Guidelines; (e) reviews–reviewing annually the Corporate Governance Guidelines and recommendsrecommending changes to the Board; (f) monitors–monitoring the performance of Directors and conductsconducting performance evaluations of each Director before the Director’s re-nomination to the Board; (g) administers–administering the annual evaluation of the Board; (h) provides–providing annually an evaluation of CEO performance used by the independent members of the Board in their annual review of CEO performance; (i) considers–considering and evaluatesevaluating potential waivers of the Code of Conduct for Directors and Global Code of Ethics for senior officers (for which there were none in 2013)2020); (j) makes–making a report to the Board on CEO succession planning at least annually; (k) provides–providing an annual review of the independence of Directors to the Board; (l) reviews–reviewing and recommendsrecommending to the Board responses to Shareowner proposals; and (m) reviews–overseeing governance-related engagement with stockholders and proxy advisory firms, and review proxy advisory firm policies and voting recommendations.–reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 Regulation S-K) on an ongoing basis, in accordance with the Company’s related party transactions policies; and–reviewing Director compensation.•The Chair of the Nominating and Governance Committee, as Lead Director, also presides at executive sessions of independent Directors of the Board. EachThe Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. Prior to retaining any such consultant, or other advisor, the Committee considers whether the work of the Nominating and Governance Committee members meetssuch consultant or other advisor would raise an conflict of interest according to the independence requirements offactors enumerated by the New York Stock Exchange.Social ResponsibilityExchange, as well as any other factors the Committee determines to be relevant.As noted above, the Board has determined that each member of the Committee meets the definition of independence under our Corporate Governance Guidelines.26 Kellogg Company Board and Public PolicyCorporate GovernanceManufacturing Committee.Zack Gund(Chair)Rod GillumJim JennessLa June Montgomery TabronCarolyn Tastad 2020 Meetings Held: 3Pursuant to a written charter, the Manufacturing Committee’s responsibilities include the following.•The Committee assists the Board in discharging its oversight responsibilities, with the primary focus on Kellogg’s food quality and safety, manufacturing facility operations, and people and labor strategies.•As it deems appropriate, the Committee reviews policies, programs and practices, and provide strategic advice and counsel concerning the matters set forth above including, but not limited to–food safety;–employee health and safety;–capacity utilization and planning;–contingency planning;–productivity programs;–commodity purchasing and hedging programs; and–people utilization and union and non-union strategies.•The Committee also regularly reviews global food safety and people safety performance reports, including results of regulatory audits, as well as supply chain financial performance.The Committee also has authority and resources to retain outside, independent counsel or other advisors as it deems necessary to discharge its responsibilities.Social Responsibility and Public Policy Committee among other things, oversees Kellogg’s social,La June Montgomery Tabron (Chair)Carter CastRod GillumJim JennessErica MannMike Schlotman2020 Meetings Held: 2Pursuant to a written charter, the SRPP Committee’s responsibilities include the following:•The Committee assists the Board in discharging its oversight responsibilities with respect to corporate responsibility and reputation, and certain environmental, social and public policy political, environmentalissues.•The Committee also reviews the Company’s policies, programs, practices and disclosures concerning:–public policy;–government relations;–regulatory matters;–philanthropic activities/charitable contributions;–sustainability;–food security;–conservation of natural resources;–responsible sourcing; and–other related topics.•The Committee is particularly focused on the intersection of philanthropy, public policy, and the Company’s goals.•The Committee also oversees the Company’s sustainability efforts and health trends, issuesclimate policy.The Committee oversees the Company's corporate responsibility strategy. Our Senior Vice President (SVP) of Global Corporate Affairs, who reports to the Chairman and concerns, both domesticCEO, is responsible for successfully implementing the strategy and foreign. To assistregularly updating the Board,CEO and the Committee. Our Chief Sustainability Officer reports to the SVP of Global Corporate Affairs. Additionally, numerous leaders are accountable for achieving specific corporate responsibility commitments, based on their roles. This work is aligned with and included in parallel work streams within internal audit and our Audit Committee. Policies and strategies overseen by the Committee are also aligned with our lobbying, advocacy, and membership efforts.The Committee also has authority and resources to retain outside, independent counsel or other advisors as it deems appropriate, reviews policies, programsnecessary to discharge its responsibilities.2021 Proxy Statement 27 Board and practices, concerning community health and safety, employment and equal opportunity matters, diversity and inclusion, sustainability, corporate responsibility, consumer affairs, public policy, government relations, philanthropic activities and charitable contributions.Consumer and Shopper Marketing Committee. The Consumer and Shopper Marketing Committee assisted the Board by providing advice and counsel on whether Kellogg’s marketing and sales capabilities, strategies, and execution are sufficient to support our global growth objectives. Most (typically all) of the Directors attend each of the Consumer and Shopper Marketing Committee meetings given the nature of the discussion, the skills and experiences of the Directors, and the significance to the Company’s business. In addition, a variety of other marketing-related topics are included on the full Board agendas. Consequently in December 2013, Kellogg’s Board of Directors determined that it would be appropriate to include the topics to be reviewed in the Consumer and Shopper Marketing Committee meetings on full Board agendas commencing in 2014. As a result, the Consumer and Shopper Marketing Committee has been eliminated and folded into the general Board calendar.Executive Committee.Steve Cahillane (Chair)Stephanie BurnsZack GundDon KnaussMary LaschingerLa June Montgomery Tabron2020 Meetings Held: 0Pursuant to a written charter, the Executive Committee is generally empowered to act on behalf of the Board between meetings of the Board, with some exceptions.15PROPOSAL 1 — ELECTION OF DIRECTORSFor more than 100 years, consumers have counted on Kellogg for great-tasting, high-quality and nutritious foods. Kellogg The Executive Committee is the world’s leading producer of cereal, second largest producer of cookies and crackers, and a leading producer of savory snacks and frozen foods. Additional product offerings include toaster pastries, cereal bars, fruit-flavored snacks and veggie foods. Kellogg products are manufactured and marketed globally. As such, we believe that in order for our Board to effectively guide Kellogg to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve Kellogg and our Shareowners, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, and strategy and strategic planning. In addition, the Board must have specific knowledge related to Kellogg’s industry, such as expertise in branded consumer products and consumer dynamics, health and nutrition, international markets, manufacturing and supply chain, marketing, regulatory and government affairs, the retail environment, and sales and distribution.The Nominating and Governance Committee believes that all Directors must, at a minimum, meet the criteria set forth in the Board’s Code of Conduct and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Governance Committee will consider criteria such as independence, diversity, age, skills and experience in the contextmade up of the needs of the Board. In addressing issues of diversityCEO and Committee Chairs and held no meetings in particular, the Nominating2020.2020 Director Compensation and Governance Committee considers a nominee’s differences in viewpoint, professional experience, background, education, skill, age, race, gender and national origin. The Nominating and Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. The Committee seeks a diverse Board that is representative of our global business, Shareowners, consumers, customers, and employees. While the Nominating and Governance Committee carefully considers diversity when considering directors, it has not established a formal policy regarding diversity. The Nominating and Governance Committee also will consider a combination of factors for each director, including (1) the nominee’s ability to represent all Shareowners without a conflict of interest; (2) the nominee’s ability to work in and promote a productive environment; (3) whether the director has sufficient time and willingness to fulfill the substantial duties and responsibilities of a Director; (4) whether the nominee has demonstrated the high level of character and integrity that we expect; (5) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a multi-national, publicly-traded company; and (6) the nominee’s ability to apply sound and independent business judgment.The Nominating and Governance Committee has determined that all of our Directors meet the criteria and qualifications set forth in the Board’s Code of Conduct, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each Director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our Shareowners: accountability, ethical leadership, governance, integrity, leadership, risk management, and the ability to exercise sound business judgment. In addition, our Directors have the mature confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of the business and social realities of the global environment in which Kellogg operates, the independence and high performance standards necessary to fulfill its oversight function, and the humility and style to interface openly and constructively with other Directors. Finally, the Director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for Kellogg and its Shareowners, and guide the long-term sustainable, dependable performance of Kellogg.Our amended restated certificate of incorporation and bylaws provide that the Board shall be composed of not less than seven and no more than fifteen Directors divided into three classes as nearly equal in number as possible, and that each Director shall be elected for a term of three years with the term of one class expiring each year.16Four Directors are to be re-elected at the 2014 Annual Meeting to serve for a term ending at the 2017 Annual Meeting of Shareowners, and the proxies cannot be voted for a greater number of persons than the number of nominees named. There are currently twelve members of the Board. Sterling Speirn is not standing for re-election at the annual meeting because he retired from the Board in February 2014.The Board recommends that the Shareowners vote “FOR” the following nominees:John Bryant, Stephanie Burns, La June Montgomery Tabron, and Rogelio Rebolledo. Each nominee was proposed for re-election by the Nominating and Governance Committee for consideration by the Board and proposal to the Shareowners.Nominees for Election for a Three-Year Term Expiring at the 2017 Annual Meeting.JOHN BRYANT. Mr. Bryant, age 48, has served as a Kellogg Director since July 2010. In January 2011, he was appointed President and Chief Executive Officer after having served as our Executive Vice President and Chief Operating Officer since August 2008. Mr. Bryant joined Kellogg in March 1998, and was promoted during the next eight years to a number of key financial and executive leadership roles. He was appointed Executive Vice President and Chief Financial Officer, Kellogg Company, President, Kellogg International in December 2006. In July 2007, Mr. Bryant was appointed Executive Vice President and Chief Financial Officer, Kellogg Company, President, Kellogg North America and in August 2008, he was appointed Executive Vice President, Chief Operating Officer and Chief Financial Officer. Mr. Bryant served as Chief Financial Officer through December 2009.As a result of these professional and other experiences, Mr. Bryant possesses particular knowledge and experience in a variety of areas, including accounting and finance, branded consumer products and consumer dynamics, crisis management, health and nutrition, international markets, marketing, people management, the retail environment, strategy and strategic planning, and has public company board experience that strengthens the Board’s collective knowledge, capabilities and experience.STEPHANIE A. BURNS, Ph.D. Dr. Burns, age 59, has served as a Kellogg Director since February 2014. Dr. Burns served as chief executive officer of Dow Corning Corporation from 2004 to May 2011 and its chairman from 2006 through 2011. She began her career with Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became Dow Corning’s first director of women’s health. Dr. Burns was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. Dr. Burns is a director of Corning Incorporated and GlaxoSmithKline plc., and within the past five years, Dr. Burns has also served as a director of Dow Corning Corporation.As a result of these professional and other experiences, Dr. Burns possesses particular knowledge and experience in a variety of areas, including crisis management, health and nutrition, international markets, manufacturing and supply chain, regulatory and government affairs, social responsibility and reputational issues, and public company board experience (including specific experience in compensation, corporate relations, manufacturing, and social responsibility oversight) that strengthens the Board’s collective knowledge, capabilities and experience.LA JUNE MONTGOMERY TABRON. Ms. Montgomery Tabron, age 51, has served as a Kellogg Director since February 2014. Ms. Montgomery Tabron was elected President and Chief Executive Officer of the W. K. Kellogg Foundation effective January 2014. She is also a member of the Board of Trustees of the W.K. Kellogg Foundation since January 2014. During her 26 years with the W.K. Kellogg Foundation, she held various positions in finance, including executive vice president of operations and treasurer from March 2012 to December 2013, chief operating officer and treasurer from January 2010 to February 2012, vice president of finance and treasurer from September 2000 to December 2009, assistant vice president of finance and assistant treasurer from September 1997 to September 2000, and controller from May 1987 to September 1997.As a result of these professional and other experiences, Ms. Montgomery Tabron possesses particular knowledge and experience in a variety of areas, including accounting and financial acumen, strategy, and strategic planning, crisis management, health and nutrition, people management, regulatory and government affairs, social17responsibility and reputational issues, and private company board experience (including specific experience in social responsibility oversight) that strengthens the Board’s collective knowledge, capabilities and experience.ROGELIO REBOLLEDO. Mr. Rebolledo, age 69, has served as a Kellogg Director since October 2008. In 2007, Mr. Rebolledo retired from his position as chairman of PBG Mexico, the Mexican operations of Pepsi Bottling Group, Inc. He began his 30-year career with PepsiCo Inc. at Sabritas, the salty snack food unit of Frito-Lay International in Mexico. He was responsible for the development of the international Frito-Lay business, first in Latin America and then in Asia and Europe. From 2001 to 2003, he was president and chief executive officer of Frito-Lay International. He also served as president and chief executive officer of Pepsi Bottling Group’s Mexico operations from January 2004 until being named chairman. Mr. Rebolledo is a director of The Clorox Company, and within the past five years, Mr. Rebolledo has also served as a director of Best Buy Co., Inc., The Pepsi Bottling Group, Applebees Inc. and Grupo ALFA.As a result of these professional and other experiences, Mr. Rebolledo has been determined to be an ‘Audit Committee Financial Expert’ under the SEC’s rules and regulations, possesses particular knowledge and experience in a variety of areas, including accounting and financial acumen, international markets, manufacturing and supply chain, marketing, the retail environment, sales and distribution, and has public company board experience (including specific experience in auditing, compensation, and marketing oversight) that strengthens the Board’s collective knowledge, capabilities and experience.Continuing Directors to Serve Until the 2016 Annual Meeting.GORDON GUND. Mr. Gund, age 74, has served as a Kellogg Director since 1986. He is Chairman and Chief Executive Officer of Gund Investment Corporation, which manages diversified investment activities. He was also a director of Corning Incorporated, where he served as its lead director and chairman of its nominating and corporate governance committee.Mr. Gund is co-founder and chairman of the Foundation Fighting Blindness, the largest private funder of research to find treatments and cures for the more than 10 million people in the United States and many times that worldwide who are blinded by retinal degenerative diseases. The Foundation has more than 150,000 active volunteers and donors around the country and funds more than 170 research projects around the world.As a result of these professional and other experiences, Mr. Gund possesses particular knowledge and experience in a variety of areas, including international markets, people management, regulatory and government affairs, social responsibility and reputational issues, and strategy and strategic planning, and has public company board experience (including specific experience in compensation, governance and marketing oversight) that strengthens the Board’s collective knowledge, capabilities and experience.MARY LASCHINGER. Ms. Laschinger, age 53, has served as a Kellogg Director since October 2012. She is Senior Vice President of International Paper and president of its xpedx distribution business. She previously served as President of International Paper’s Europe, Middle East, Africa and Russia business located in Belgium. Prior to that, Ms. Laschinger held various positions in product management and distribution at James River Corporation and Kimberly-Clark Corporation.As a result of these professional and other experiences, Ms. Laschinger possesses particular knowledge and experience in a variety of areas, including branded consumer products and consumer dynamics, international markets, manufacturing and supply chain, people management, and sales and distribution oversight that strengthens the Board’s collective knowledge, capabilities and experience.ANN MCLAUGHLIN KOROLOGOS. Ms. McLaughlin Korologos, age 72, has served as a Kellogg Director since 1989. She served as Chairman of the Board of Trustees of RAND Corporation from April 2004 to April 2009. She is Chairman Emeritus of The Aspen Institute, a nonprofit organization, and is a former U.S. Secretary of Labor. She is a director of Harman International Industries, Inc., Host Hotels & Resorts, Inc., Michael Kors Holdings Ltd., and Vulcan Materials Company, and within the past five years, has also served as a director of AMR Corporation.18As a result of these professional and other experiences, Ms. Korologos possesses particular knowledge and experience in a variety of areas, including health and nutrition, international markets, marketing, regulatory and government affairs, and social responsibility, reputational issues, and has public company board experience (including specific experience in audit, compensation, diversity, governance, and social responsibility oversight) that strengthens the Board’s collective knowledge, capabilities and experience.CYNTHIA HARDIN MILLIGAN. Ms. Milligan, age 67, has served as a Kellogg Director since February 2013. She is Dean Emeritus of the College of Business Administration at the University of Nebraska-Lincoln. She also served as a director, Omaha Branch, of the Kansas City Federal Reserve from 2002 to 2007. Prior to joining the University of Nebraska, Ms. Milligan is past president and chief executive officer of Cynthia Milligan & Associates, from 1991 to 1998. She served as Director of Banking and Finance for the State of Nebraska from 1987 until 1991, and prior to that she was a senior partner at Rembolt, Lodtke, Milligan and Berger in Lincoln, Nebraska. Ms. Milligan is a director of Wells Fargo & Company, Raven Industries, Inc., and 20 Calvert-sponsored mutual funds. She has also served as a member of the board of trustees of W.K. Kellogg Foundation since January 1999.As a result of these professional and other experiences, Ms. Milligan possesses particular knowledge and experience in a variety of areas, including, regulatory and government affairs, accounting and financial acumen, people management, leadership and administration, social responsibility and reputational issues, and public company board experience (including specific experience in credit, risk, governance, and social responsibility oversight) that strengthens the Board’s collective knowledge, capabilities and experience.Continuing Directors to Serve Until the 2015 Annual Meeting.BENJAMIN CARSON.Dr. Carson, age 62, has served as a Kellogg Director since 1997. From 1984 to 2013, Dr. Carson was a Professor and Director of Pediatric Neurosurgery at the Johns Hopkins School of Medicine, where he is now Professor Emeritus. He directed pediatric neurosurgery at the John Hopkins Children’s Center for over 25 years. Dr. Carson is also an accomplished author and frequent speaker on a variety of topics, including pediatric neurology, motivation and self-help for children, and community involvement. Dr. Carson is a director of Costco Wholesale Corporation.As a result of these professional and other experiences, Dr. Carson possesses particular knowledge and experience in a variety of areas, including crisis management, health and nutrition, regulatory and government affairs, the retail environment, social responsibility and reputational issues, and provides diversity of background and viewpoint by virtue of his academic record. Dr. Carson has public company board experience (including specific experience in compensation, governance, marketing and social responsibility oversight) that strengthens the Board’s collective knowledge, capabilities and experience.JOHN DILLON. Mr. Dillon, age 75, has served as a Kellogg Director since 2000. He is Senior Advisor of Evercore Partners. He retired in October 2003 as Chairman of the Board and Chief Executive Officer of International Paper Company, a position he held since 1996, and retired as Chairman of the Business Roundtable in June 2003. He is a director of Progressive Waste Solutions, Ltd., and within the past five years, he has also served as a director of Caterpillar Inc. and E. I. du Pont de Nemours and Company.As a result of these professional and other experiences, Mr. Dillon has been determined to be an ‘Audit Committee Financial Expert’ under the SEC’s rules and regulations, possesses particular knowledge and experience in a variety of areas, including accounting and financial acumen, international markets, manufacturing and supply chain, sales and distribution, strategy and strategic planning, and has public company board experience (including specific experience in auditing, compensation, governance, and manufacturing oversight) that strengthens the Board’s collective knowledge, capabilities and experience.JIM JENNESS. Mr. Jenness, age 67, has been Kellogg Chairman since February 2005 and has served as a Kellogg Director since 2000. He was our Chief Executive Officer from February 2005 through December 30, 2006, and Chief Executive Officer of Integrated Merchandising Systems, LLC, a leader in outsource management of retail promotion and branded merchandising, from 1997 to December 2004. Before joining19Integrated Merchandising Systems, Mr. Jenness served as Vice Chairman and Chief Operating Officer of the Leo Burnett Company from 1996 to 1997 and, before that, as Global Vice Chairman North America and Latin America from 1993 to 1996. He has also been a trustee of the W. K. Kellogg Foundation Trust since 2005, and is lead director of Kimberly-Clark Corporation.As a result of these professional and other experiences, Mr. Jenness possesses particular knowledge and experience in a variety of areas, including branded consumer products and consumer dynamics, health and nutrition, marketing, people management, regulatory and government affairs, strategy and strategic planning, and has public company board experience (including specific experience in compensation oversight) that strengthens the Board’s collective knowledge, capabilities and experience.DON KNAUSS. Mr. Knauss, age 63, has served as a Kellogg Director since December 2007. Mr. Knauss was elected Chairman and Chief Executive Officer of The Clorox Company in October 2006. He was executive vice president of The Coca-Cola Company and president and chief operating officer for Coca-Cola North America from February 2004 until August 2006. Previously, he was president of the Retail Division of Coca-Cola North America from January 2003 through February 2004 and president and chief executive officer of The Minute Maid Company, a division of The Coca-Cola Company, from January 2000 until January 2003 and President of Coca-Cola Southern Africa from March 1998 until January 2000. Prior to that, he held various positions in marketing and sales with PepsiCo, Inc. and Procter & Gamble, and served as an officer in the United States Marine Corps. Mr. Knauss is a director of URS Corporation.As a result of these professional and other experiences, Mr. Knauss has been determined to be an ‘Audit Committee Financial Expert’ under the SEC’s rules and regulations, possesses particular knowledge and experience in a variety of areas, including accounting and financial acumen, branded consumer products and consumer dynamics, manufacturing and supply chain, the retail environment, sales and distribution, and has public company board experience (including specific experience in auditing, manufacturing, and marketing oversight) that strengthens the Board’s collective knowledge, capabilities and experience.202013 DIRECTOR COMPENSATION AND BENEFITSOnly non-employee Directors receive compensation for their services as Directors. For information about the compensation of Mr. Bryant,Cahillane, refer to “Executive Compensation” beginning on page 40. Because Mr. Jenness, our Chairman of the Board, is not a named executive officer, we have included the compensation he receives as a Kellogg employee in the Directors’ Compensation Table.Our 20132020 compensation for non-employee Directors was comprised of an annual retainerscash retainer and equity-based grants to further align with Shareowners.grants. The annual pay is designed to attract and retain diverse, highly-qualified, seasoned, and independent professionals to represent all of our Shareowners, and is targeted atagainst the median of our peer group.Compensation Peer Group. Refer to “Compensation Discussion and Analysis — Compensation Approach” for a description of the companies that make up our peer group.Compensation Peer Group. The Nominating and GovernanceN&G Committee reviews our Director compensation program on an annual basis with Cook & Co., the Company's independent compensation consultant. The independent compensation consultant provides counsel to the Committee in a variety of ways, including an in-depth study that reports and analyzes the competitivenessdirector compensation programs in the Compensation Peer Group in an effort to ensure that our program is competitive, consistent with market practice, and appropriateness of the program.designed to attract qualified directors. Although the Nominating and GovernanceN&G Committee conducts this review on an annual basis, its general practice is to considerit generally considers adjustments to Director compensation every other year.Our compensation is also designed to create alignment between our non-employee Directors and our Shareowners through the use of equity-based grants. In 2013,2020, approximately two-thirds60% of non-employee Director pay was in equity and approximately one-third40% was in cash. cash, excluding the Lead Director and Committee Chair retainers.Compensation as of January 2, 2021 (the end of fiscal year 2020), for non-employee Directors consisted of the following:Annual Retainer
There is an additional cash retainer of $30,000 for the Lead Director, $20,000 for the Chairs of the Audit, C&T, and N&G Committees, and $15,000 for the Chairs of the SRPP and Manufacturing Committees.Actual annual pay varies somewhat among non-employee Directors based primarily on committeeLead Director and Committee chair responsibilities.Mr. Jenness, our executive Chairman To the extent the dollar value of the Board, received compensation in 2013 of approximately $800,000, which is comprised of the same long-term incentives granted to non-employee Directors (2,365 shares of restricted stock) with the balance paid in cash over the year. Mr. Jenness received this equity grant on the same day the annual long-term incentives were granted to the non-employee Directors. The shares of restricted stock vestedAnnual Stock Awards Retainer exceeds $155,000 at the time of the grant, but, similar to the other Directors, Mr. Jenness must holdexcess amount is deducted from the shares as long as he is a Kellogg Director. The Board, following a review by the independent compensation consultant, determined the total compensation amount for Mr. Jenness to be reasonable and competitive.Compensation as of December 28, 2013 for non-employee Directors consisted of the following: Amount $ 100,000 2,365 shares $ 20,000 $ 20,000 $ 15,000 $ 10,000 (1)The annual cash retainer is paid in quarterly installments.Stock Awards.AwardsStock awards are granted in early May and for non-employee Directors are automatically deferred pursuant to the Kellogg Company Grantor Trust for Non-Employee Directors. Under the terms of the Grantor Trust, shares are available to a Director only upon termination of service on the Board.Business Expenses.ExpensesKellogg pays for the business expenses related to Directors attending Kellogg meetings, including room, meals and transportation to and from Board and Committee meetings. On rare occasions, a Director’s spouse accompanies a Director when traveling on Kellogg business. At times, a Director travels to and from Kellogg meetings on Kellogg corporate aircraft. Directors are also eligible to be reimbursed for attendance at qualified Director education programs.2128 Kellogg Company Board and Corporate GovernanceDirector and Officer Liability Insurance and Travel Accident Insurance.InsuranceDirector and officer liability insurance (“D&O Insurance”) insures our Directors and officers against certain losses that they are legally required to pay as a result of their actions while performing duties on our behalf. Our D&O Insurance policy does not break outidentify the premium for Directors versus officers and, therefore, a dollar amount cannot be assigned for individual Directors. Travel accident insurance provides benefits to each Director in the event of death or disability (permanent and total) during travel on Kellogg corporatechartered and/or commercial aircraft. Our travel accident insurance policy also covers employees and others while traveling on Kellogg corporatechartered and/or commercial aircraft and, therefore, a dollar amount cannot be assigned for individual Directors.Elective Deferral Program.ProgramUnder the Deferred Compensation Plan for Non-Employee Directors, non-employee Directors may each year irrevocably elect to defer all or a portion of their Board annual cash retainer payable for the following year. The amount deferred is credited to an account in the form of units equivalent to the fair market value of our common stock. If the Board declares dividends, a fractional unit representing the dividend is credited to the account of each participating Director. A participant’s account balance is paid in stock upon termination of service as a Director. The balance is paid in a lump sum or in up to ten annual installments at the election of the Director. In the case of annual installments, dividend equivalents are earned and credited to the participant’s unpaid balance on the date earned until the account is distributed in full.Minimum Stock Ownership Requirement.RequirementAll non-employee Directors are expected to comply with stock ownership guidelines, under which they are expected to hold at least five times the annual cash retainer ($500,000525,000 — five times the $100,000$105,000 cash retainer) in stock or stock equivalents, subject to a five-year phase-in period for newly-elected Directors. As of December 28, 2013,January 2, 2021, all of the non-employee Directors exceeded or were on track to meet this requirement. Mr. Bryant and Mr. Jenness areCahillane is expected to comply with the stock ownership guidelines described in “Compensation Discussion and Analysis — Executive Compensation Policies — Executive Stock Ownership Guidelines.Guidelines,”Discontinued Programs.Kellogg Matching Grant Program. Directors were previously eligible which is at least six times annual base salary. Mr. Cahillane is on track to participate in ourmeet this requirement.2021 Proxy Statement 29 Board and Corporate Citizenship Fund Matching Grant Program, which was also available to all of our active, full-time U.S. employees. Under this program, our Corporate Citizenship Fund matched 100 percent of donations made to eligible organizations up to a maximum of $10,000 per calendar year for each individual. These limits apply to both employees and Directors. Effective June 30, 2013, the program was discontinued, and financial support of the program was phased out during 2013.Charitable Awards Program. Prior to December 1995, we had a Director’s Charitable Awards Program pursuant to which each Director could name up to four organizations to which Kellogg would contribute an aggregate of $1 million upon the death of the Director. In 1995, the Board discontinued this program for Directors first elected after December 1995. In 2013, the following Directors continued to be eligible to participate in this program: Mr. Gund, Ms. McLaughlin Korologos and Dr. Zabriskie. We funded the cost of this program for two out of the three eligible Directors through the purchase of insurance policies prior to 2008. We will make cash payments in the future under this program if insurance proceeds are not available at the time of the Director’s death. In 2013, we recognized nonpension postretirement benefits expense associated with this obligation as follows: Mr. Gund — $25,373, Ms. McLaughlin Korologos — $22,080 and Dr. Zabriskie — $26,122. These benefits are not reflected in the Directors’ Compensation Table.22Directors’ Compensation TableThe individual components of the total compensation calculation reflected in the table below are as follows:Fees and Retainers.RetainersThe amounts shown under the heading “Fees Earned or Paid in Cash” consist of annual retainers earned by or paid in cash to our non-employee Directors in 2013. For Mr. Jenness, the amount represents his annual cash compensation as executive Chairman of the Board.Stock Awards.2020.The amounts disclosed under the heading “Stock Awards” consist of the annual grant of deferred shares of common stock, and, for non-employee Directors, the shareswhich are placed in the Kellogg Company Grantor Trust for Non-Employee Directors. The dollar amounts for the awards represent the grant-date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Compensation — Stock Compensation).Name FeesEarnedor Paidin Cash($)(1)StockAwards($)(2)OptionAwards($)(3)Change inPension Value andNonqualified DeferredCompensation Earnings($)(4)All Other
Compensation
($)Total
($)Stephanie A. Burns 124,939 155,061 — — — 280,000 Carter Cast 104,939 155,061 — — — 260,000 Rick Dreiling 104,939 155,061 — — — 260,000 Rod Gillum 104,939 155,061 — — — 260,000 Zack Gund 119,939 155,061 — — — 275,000 Jim Jenness 104,939 155,061 — — — 260,000 Donald Knauss 154,939 155,061 — — — 310,000 Mary Laschinger 124,939 155,061 — — — 280,000 Erica Mann 104,939 155,061 — — — 260,000 La June Montgomery Tabron 119,939 155,061 — — — 275,000 Mike Schlotman (5) 26,250 — — — — 26,250 Carolyn Tastad 104,939 155,061 — — — 260,000 (1)All Other Compensation. PerquisitesThe amount reflects the aggregate dollar amount of all fees earned or paid in cash for services as a non-employee Director. Differences reflect time on the Board during 2020, timing of quarterly payments, and other compensationcash retainers paid to Committee Chairs and the Lead Director.(2)The amount reflects the grant-date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of 2,435 deferred shares of common stock. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the stock-based awards will likely vary from the actual value the Director receives. The actual value the Director receives will depend on the number of shares and the price of our common stock when the shares or their cash equivalent are limited in scopedistributed. The number of shares of common stock held by each of our Directors is shown under “Security Ownership — Officer and Director Stock Ownership” on page 68 of this proxy statement.(3)Kellogg does not grant stock options to non-employee Directors.(4)Kellogg does not have a pension plan for non-employee Directors are comprised of charitable matching contributions made under our Corporate Citizenship Fund Matching Grant Program,and does not pay above-market or preferential rates on non-qualified deferred compensation for non-employee Directors.(5)Mr. Schlotman began his initial term on October 23, 2020, which was after the annual grant to non-employee Directors. In May 2021, Mr. Schlotman will receive a broad-based program at Kellogg. Effective June 30, 2013, the program was discontinued, and financial supportprorated portion of the program was phased out during 2013.2020 stock awards for his service as Director prior to the 2021 Annual Meeting of Shareowners. Fees Earned
or Paid in
Cash
($)(1) Stock
Awards
($)(2)(3) Option
Awards
($)(4) Non-equity
Incentive Plan
Compensation
($)(5) Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(6) All Other
Compensation
($)(7) Total ($) 96,964 150,036 — — — — 247,000 111,964 150,036 — — — 5,000 267,000 116,964 150,036 — — — 5,000 272,000 666,849 150,036 — — 125,151 (8) 149,232 1,091,268 22,000 150,036 — — — 5,000 177,036 106,964 150,036 — — — — 257,000 96,964 150,036 — — — — 247,000 106,964 150,036 — — — 1,500 258,500 91,225 181,058 — 272,283 106,964 150,036 — — — — 257,000 96,964 150,036 — — — — 247,000 116,964 150,036 — — — — 267,000 (1)30 Kellogg Company CompensationPROPOSAL 2 Advisory Resolution to Approve
Executive CompensationThe aggregate dollar amountBoard recommends a vote FOR the resolution approving the compensation of all fees earned or paidour Named Executive Officers, as disclosed in cash for services as a non-employee Director, including annual Board and committee chair retainer fees, in each case before deferrals. For Mr. Jenness, this amount representsproxy statement pursuant to the annual cash compensation paid as executive Chairmandisclosure rules of the Board.SEC.(2)Other than for Mr. Jenness, the amount reflects the grant-date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of 2,365 deferred shares of common stock. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013. The grant-date fair value of the stock-based awards will likely vary from the actual value the Director receives. The actual value the Director receives will depend on the number of shares and the price of our common stock when the shares or their cash equivalent are distributed. As of December 28, 2013, none of our non-employee Directors were deemed to have outstanding restricted stock awards, because all of those awards vested in prior years. The number of shares of common stock held by each of our Directors is shown under “Security Ownership—Officer and Director Stock Ownership” on page 6 of this proxy statement.(3)For Mr. Jenness, the amount reflects the grant-date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of 2,365 shares of restricted stock. The shares of restricted stock vested at the23time of the grant, but Mr. Jenness must hold the after-tax shares as long as he is a Kellogg Director. The total number of shares of common stock held by Mr. Jenness is shown under “Security Ownership—Officer and Director Stock Ownership” on page 6 of this proxy statement.(4)As of December 28, 2013, these Directors had the following stock options outstanding: Benjamin Carson 20,000 options; John Dillon 20,000 options; Gordon Gund 20,000 options; Jim Jenness 5,000 options; Don Knauss 6,931 options; Ann McLaughlin Korologos 20,000 options; Rogelio Rebolledo 2,534 options; and Sterling Speirn 781 options. The number of stock options held by our Directors is a function of years of Board service and the timing of exercise of vested awards. These options were granted in previous years as a component of the non-employee Directors’ annual compensation. In December 2008, the Board decided to stop granting stock options to non-employee Directors.(5)Kellogg does not have a non-equity incentive plan for non-employee Directors.(6)Kellogg does not have a pension plan for non-employee Directors and does not pay above-market or preferential rates on non-qualified deferred compensation for non-employee Directors.(7)Represents charitable matching contributions made in 2013 under our Corporate Citizenship Fund Matching Grant Program prior to the Program’s discontinuation: John Dillon $5,000; Gordon Gund $5,000; Dorothy Johnson $5,000; and Ann McLaughlin Korologos $1,500. For Mr. Jenness, this amount also represents Kellogg contributions to our Savings & Investment Plan and Restoration Plan ($26,674), the annual cost of the Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees) ($116,675), and physical health exams ($5,883).(8)As Chairman, Mr. Jenness is covered as an employee by our U.S. Pension Plans provided to other U.S.-based NEOs. Mr. Jenness is entitled to a lump sum pension benefit from the non-qualified restoration plans that was scheduled to begin on January 1, 2008 (which we refer to as the election date), however, Mr. Jenness continued as an employee beyond that date. The benefit is payable after the termination of his employment from Kellogg as a result of the application of Section 409A of the Internal Revenue Code. Therefore, Mr. Jenness does not receive any further benefit other than interest credited to his January 1, 2008 benefit from that date until the date of actual commencement. In accordance with the terms of those non-qualified restoration plans, the pension benefit (stated as a single life annuity of $155,167) was converted to a lump sum amount using the PBGC interest rate in effect in October 2007. The lump sum accrues interest at the 30-year treasury rate from the election date. If Mr. Jenness’ employment is terminated by us for cause, he will not be entitled to a benefit from these non-qualified restoration plans. The increase represents the interest earned as of December 28, 2013.(9)Ms. Johnson retired as a Director on April 26, 2013.(10)Ms. Milligan was elected as a Director on February 22, 2013.(11)Dr. Zabriskie retired as a Director on November 19, 2013.24Compensation and Talent Management Committee ReportAs detailed in its charter, the Compensation and Talent Management ("C&T") Committee oversees our compensation program on behalf of the Board. In the performance of its oversight function, the Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon these reviews and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 and our proxy statement to be filed in connection with our 2021 Annual Meeting of Shareowners, each of which will be filed with the SEC.COMPENSATION DISCUSSION AND ANALYSISTALENT MANAGEMENT COMMITTEEMary Laschinger, Introduction. This discussion and analysis provides information regardingChairRick DreilingZack GundDon KnaussCarolyn TastadOur Shareowners may vote, on an advisory (non-binding) basis, for a resolution to approve the compensation programof our NEOs as disclosed in place forthis proxy statement. At our CEO, CFO,2018 Annual Meeting, a majority of Shareowners voted, consistent with the three other most highly-compensatedrecommendation of Kellogg’s Board of Directors, to hold an annual shareowner advisory vote on a resolution to approve the compensation of Kellogg’s named executive officers. The annual vote will continue until the next required vote on the frequency of shareowner votes on the compensation of Kellogg’s named executive officers as required pursuant to Section 14(A) of the endSecurities and Exchange Act of fiscal 2013,1934, as amended, and the rules and regulations promulgated thereunder, which we expect will take place at our 2024 Annual Meeting of Shareowners. The Board of Directors believes that the annual advisory votes on a resolution to approve executive compensation allow our Shareowners to provide us with their regular, direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement, and is consistent with our policy of seeking input from, and engaging in discussions with, our Shareowners on corporate governance matters and our executive compensation philosophy, policies and practices.This executive summary highlights core principles of our compensation program and the approach followed by the C&T Committee.Core PrinciplesWe operate in a robust and challenging industry, where competitive compensation is central to business performance. We believe that our executive compensation program for our NEOs should be designed to•provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;•appropriately motivate our NEOs to contribute to our near-and long-term success; and•help drive long-term total return for our Shareowners.2021 Proxy Statement 31 CompensationAccordingly, the Core Principles that underpin our executive compensation program include Pay for Performance, Shareowner Alignment, Values-Based and Risk Mitigation. A detailed description of these principles is included in the CD&A, and the following is a brief overview of each.Pay forPerformanceOur compensation program is designed to have a significant portion of an NEO’s compensation linked to Kellogg’s actual performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive plan, stock option plan and three-year executive performance plan, and by limiting perquisites. ShareownerAlignmentWe align the interest of our NEOs with Shareowners by encouraging our NEOs to have a meaningful personal financial stake in Kellogg. We gain this alignment by maintaining stock ownership guidelines, having stock-based programs represent a significant portion of an NEO’s target compensation and using compensation plan goals that are tied to key financial metrics of Kellogg. In addition, our C&T Committee uses verification tools such as ‘total shareowner return’ as a key financial metric when reviewing performance to verify our pay for performance connection. Values-Based Our NEOs are evaluated on the behaviors they exhibit as they drive results. The compensation program links the “what” each NEO contributes as well as “how” an NEO makes those contributions. Risk Mitigation Our compensation program is designed to mitigate risks relating to our business. The program accomplishes this by balancing short-term and rolling three-year incentives, which uses various financial metrics to ensure the business grows in a balanced, sustainable manner. In addition, we use clawback provisions to mitigate risk by creating appropriate remedies under certain circumstances. Compensation ApproachOur compensation approach is based on (a) driving independent decision-making, (b) utilizing Compensation Peer Group data to appropriately benchmark compensation, (c) following a consistent, rigorous compensation target setting process, and (d) using verification tools to ensure appropriate decisions are being made.2020 Performance/PayoutsAIP Payouts (Pay for Performance)For our 2020 AIP, the payout for Corporate and the North America business (which is a component of Mr. Hood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Davidson, who departed Kellogg effective October 1, 2013.Hood received a payout of 156% of target, before consideration for individual performance. As further described below, all of the NEOs' payments (other than Mr. Hood's) are based on overall company performance. The AIP for Mr. Hood is based partially on the Corporate AIP financial targets and partially on the performance of the North American region he leads as president. In exercising its judgment-based methodology to ensure pay is consistent with the Company’s performance, the C&T Committee considered a number of factors for Corporate employees, including: (i) working differently and managing effectively through the crisis, resulting in keeping our employees safe, supplying our markets with food, aiding our communities, and preserving financial flexibility; (ii) actual performance that was significantly above the 2020 AIP financial targets for net sales, operating profit growth, and cash flow; (iii) returning to balanced growth, featuring the Company’s highest organic net sales growth in many years with growth in each region of the business, as well as improved gross profit margin and increased cash flow as a percent of net income; and (v) investment for the future, including expansion of capacity and increased brand investment.EPP Payouts (Pay for Performance)The Company’s Executive Performance Plan (“EPP”) is a stock-based, pay for performance, three-year incentive plan. The actual percent of the EPP target paid to our NEOs each year can range from 0% to 200% of the target opportunity. The payout for the 2018-2020 EPP is 100% of target.The goals for the 2018-2020 EPP were tied to adjusted net sales growth ("EPP Net Sales") and relative total shareowner return (“TSR”) during the three-year performance period. During the performance period, the Company delivered EPP Net Sales of 2.9%, which is significantly above the 0-1% target range. For this particular EPP plan, net sales are adjusted to exclude certain elements not contemplated on the grant date. The Company’s relative TSR performance during the period was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. The TSR Peer Group consists of the S&P 500 "Food, Beverage, & Tobacco" excluding Tobacco, as previously disclosed in our Proxy relating to our 2018 fiscal year, using companies that comprise the comparison group at the start of the performance period with subsequent entrants to the group disregarded and companies that are removed are no longer included. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee determined that our NEOs should receive a payout of 100% of share target amount, which was appropriate for the Company’s performance during this period after considering the financial performance as well as (i) organic net sales growth above our peer group median; (ii) historical benchmarking data relating to the performance and commensurate payout of our peer groups; and (iii) successful execution of Deploy for Growth Strategy, which was launched in 2018 with the goal of restoring top-line growth.32 Kellogg Company CompensationFor the reasons discussed above, we are asking our Shareowners to indicate their support for our NEO compensation as described in this proxy statement we referby voting “FOR” the following resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our CEO, CFO,NEOs and the philosophy, policies and practices described in this proxy statement.“RESOLVED, that Kellogg Company’s Shareowners approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Kellogg Company’s Proxy Statement for the 2021 Annual Meeting of Shareowners pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other three individualsrelated tables and Mr. Davidsondisclosure.”This resolution is advisory, and therefore not binding on Kellogg, the Board or the C&T Committee. The Board and the C&T Committee value the opinions of Kellogg’s Shareowners and, to the extent there is any significant vote against the NEO compensation as our “Named Executive Officers” or “NEOs.”Compensation Discussion and AnalysisIn order to present Kellogg’s executive compensation program in a simple and understandable manner, the Compensation Discussion and Analysis (“CD&A”) has been organized into the following sections:I.Executive Summary – an overview of our compensation program.II.Core Principles – the fundamental tenets upon which our compensation program is built, such as pay for performance.III.Compensation Approach – the process used to develop plan design, set compensation, and verify that actual pay is consistent with our Core Principles.IV.Compensation Plans and Design – the elements of the compensation program and 2013 pay.V.Compensation Policies – key policies that govern the operation of the plans.A.Key Decisions Summary– an overview of compensation decisions and program updates.B.Core Principles– the fundamental tenets upon which our compensation program is built, such as “pay for performance.”C.Compensation Approach– the process used to develop plan design, set compensation, and verify that actual pay is consistent with our Core Principles.D.Compensation Plans and Design– the specific elements of the compensation program and 2020 pay.E.Compensation Policies– key policies that govern the operation of the plans.It is important to read this section in conjunction with the detailed tables and narrative descriptions under “Executive Compensation” beginning on page 4045 of this proxy statement.I.Executive Summary. This executive summary highlights core principles ofIn this proxy statement, we refer to our compensation programCEO, CFO, and the approach followed byother three individuals as our “named executive officers” or “NEOs.”A. Key Decisions Summary / Core Principles / Approach / Plans and Design / PoliciesThe C&T Committee took the following key actions:Program UpdatesThe C&T Committee regularly reviews the design and effectiveness of the Company’s compensation program. This includes engaging with a variety of stakeholders to gain feedback and input on the Company's compensation programs, including the Company’s discussions with Shareowners and on-going reviews with the Company’s independent compensation consultant. Based on this input and C&T Committee deliberation, the following program updates were made to the Company’s executive program for 2020:•AIP Performance Metric Weights (Pay for Performance). In 2020, AIP Cash Flow was added as a financial metric for the AIP program, which resulted in a focus on both cash flow and balanced sales and profit. The 2020 financial metric weights were 40% AIP Net Sales, 40% AIP Operating Profit and 20% AIP Cash Flow, as such terms are defined below.•2020-2022 EPP Metrics (Shareowner Alignment). The C&T Committee updated the metrics for the 2020-2022 EPP awards to measure aggregate operating cash flow in addition to Net Sales. The 2019-2021 EPP program measured net sales and relative TSR. That said, the Committee will continue to assess relative TSR performance in determining appropriate payouts at the end of the performance period. The update is designed to enhance the focus on our financial flexibility while maintaining the focus on net sales growth.•LTI vehicle mix (Shareowner Alignment). In 2020, the LTI vehicle mix for NEOs (other than our CEO) was updated. Consistent with evolving market practices and to promote share ownership, the Committee decreased the weighting on stock options from 40% to 25% and increased the weighting on RSUs from 10% to 25%. In both years, EPP was 50% of the mix.2020 Annual Incentive Plan (“AIP”) Payouts (Pay for Performance)2020 AIP Payout 160% of targetFor our 2020 AIP, the payout for Corporate and the North America business (which is a component of Mr. Hood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Hood received a payout of 156% of target, before consideration for individual performance. For more information about the AIP and actual payouts for each NEO, see “Annual Incentives” beginning on page 39 of this proxy statement.2021 Proxy Statement 33 Compensation Committee.2018-2020 Executive Performance Plan (“EPP”) Payouts (Pay for Performance)2018-2020 EPP Payout 100For the 2018-2020 EPP, the Company delivered EPP Net Sales growth of 2.9%, which is significantly above the 0-1% target range. With respect to relative TSR, the Company was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee determined that our NEOs should receive a payout of 100% of share target amount which was appropriate for the Company’s performance during this period. For more information about the 2018-2020 and actual payouts for each NEO, see “Long Term Incentives” beginning on page 42 of this proxy statement.B. Key Decisions Summary / Core Principles.Principles / Approach / Plans and Design / PoliciesWe operate in a robust and challenging industry, where competitive compensation is important.central to business performance. We believe that our executive compensation program for our NEOs should be designed to (a) provide•Provide a competitive level of total compensation necessary to attract and retain talented and experienced executives; (b) appropriatelykey talent to help deliver successful business performance;•Appropriately motivate themour NEOs to contribute to our short- andnear-and long-term success; and (c) help•Help drive long-term total return for our Shareowners.Accordingly, the Core Principles that underpin our executive compensation program include Pay for Performance, Shareowner Alignment, Values-Based and Mitigating Risk. A detailed description of these principles is included in this Compensation Discussion and Analysis, and the following is a brief overview of each.Pay for Performance. Our compensation program is designed to have a significant portion of an NEO’s actual compensation linked to Kellogg’s actual performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive, three-year executive performance and stock option plans, and by limiting perquisites.Shareowner Alignment. We align the interest of our NEOs with Shareowners by encouraging our NEOs to have a meaningful personal financial stake in Kellogg. We gain this alignment by maintaining stock ownership guidelines, having a significant portion of an NEO’s target compensation stock-based, and using compensation plan goals that are tied to key financial metrics of Kellogg. In addition, our Compensation Committee reviews ‘total shareowner return’ as a key financial metric when reviewing performance to verify our pay for performance connection.Values-Based. Our NEOs are evaluated on the behaviors they exhibit as they drive results. The compensation program links the “what” each NEO contributes as well as “how” an NEO makes those contributions.Mitigating Risk. Our compensation program is designed to mitigate risks relating to our business. The program accomplishes this by balancing short-term and rolling three-year incentives, which uses various financial metrics to ensure the business grows in a balanced manner. In addition, we use clawback provisions to mitigate risk by creating appropriate remedies under certain circumstances.25Compensation Approach. The approach utilized by the Compensation Committee is a key feature that ensures that actual compensation and plan design are consistent with the Core Principles. Our compensation approach is a multi-step process based on (a) independent decision-making, (b) utilizing peer group data to appropriately target compensation levels, (c) targeting compensation at the 50th percentile of the peer group, (d) following a consistent, rigorous target setting process, and (e) utilizing verification tools to ensure appropriate decisions are being made.II.Core Principles. Our compensation program is based on the following core principles — each of which is more fully described below.•In addition to our executive compensation programs, for our broad employee population, we regularly review our compensation practices for compliance and fairness.Pay for Performance.PerformanceThe fundamental principle underlying our compensation programs is pay for performance. That is, linking the amount of actual pay to the performance of Kellogg and each NEO.“performance-based”“performance-based” pay, and limiting perquisites (each of which is more fully described below).For 2013, our corporate target performance goal for underlying internal operating profit growth was 4.5%, and our full-year performance was 1.3%. The corporate target goal for internal net sales growth was 2.7%, and our full-year performance was 0.3%. Our cash flow target goal was $1.10 billion, and our 2013 performance was $1.17 billion. Overall, operating profit and sales growth were below expectations, while cash flow was in line with expectations. Under the specific Annual Incentive Plan (AIP) thresholds and bandwidths that were established at the beginning of the year, the formulaic result of the Company’s performance is a corporate payout of 91% of target. In exercising its judgment-based methodology, the Compensation Committee considered a number of factors, including the actual performance against the initial targets, performance versus the peer group, total shareowner return, alignment between estimated quartile performance and quartile payout, key business activities (i.e., the integration of Pringles, the second largest acquisition in the Company’s history; and the development, announcement and launch of Project K, Kellogg’s four-year efficiency and effectiveness program publicly announced in November 2013), and otherwise assessed the appropriate pay for the Company’s performance. The 2013 performance is reflected in the fact that our NEOs, before consideration for business unit and individual performance, received a below target payout (91% of the target) under the 2013 AIP. Further, Kellogg’s actual 2011 through 2013 performance was below targets set for purposes of Section 162(m) of the Internal Revenue Code when the 2011-2013 Executive Performance Plan (EPP) was adopted. As a result, Kellogg did not make a payout to any NEO under the 2011-2013 EPP.Market Driven Compensation.CompensationAll components of our executive compensation package are targeted at the 50th percentilemedian of the market of our compensation peer groupCompensation Peer Group to ensure that our executives are appropriately compensated, and we are able to recruit and retain the right talent for the organization. ActualCompensation opportunities vary based on time in position, criticality of retention, and sustained performance, as well as other factors. Annual incentive compensation rangestargets may be above or below the 50th percentilemedian of our Compensation Peer Group based on a variety of factors, including experience and tenure in the role. Actual incentive compensation peer grouppayouts are based on performance against pre-determined goals that are designed to drive sustainable results and increase Shareowner value.Performance-based Compensation.34 Kellogg Company CompensationPerformance-Based CompensationA significant portion of our NEOs’senior executive’s target compensation is “performance-based” pay, tied to both short-term performance (Annual Incentive Plan(AIP awards) and long-term performance (Executive Performance Plan(EPP awards and stock options). These awards link pay amounts to our level of performance with respect to achieving our strategic and operational goals. As employees assume greater responsibility, a larger portion of their totalThe annual compensation is performance based. In other words, the more senior the executive, the greater percentage of their pay is tied to annual and long-term performance rather than salary. Forpackage for our CEO, 88%Mr. Cahillane, has approximately 89% of 2013 target annual compensation (salary, annual incentives and long-term incentives) was comprised oflinked to performance-based incentives.26Performance-Based Compensation
chart above highlights the percentage contribution of each element of the 2013 target compensation. The chart demonstrates how base salary (fixed component) contributes lessannual compensation package for the CEO from a percentage standpoint than the other NEOs. One result of this structure is that, generally speaking, the difference between actual total compensation for the CEO as compared to that of theour other NEOs will be greater the better Kellogg performs.Limited Perquisites.PerquisitesTo further ensure pay for performance, executives receive limited perquisites, as shown on page 36.46. For additional information about perquisites, refer to “Executive Compensation — Summary Compensation Table — footnote (5)‘6’.Shareowner Alignment.Aligning the interests of our executives with Shareowners is an important way to drive behaviors that will generate long-term Shareowner value. We align these interests by using equity awards that have along-termlonger-term focus and bymaintaining robuststock ownership guidelines (each of which is more fully described below). Equity-based incentives are an effective method of facilitating stock ownership and further aligning the interests of executives with those of our Shareowners. Consequently, a significant portion of our NEOs’NEO’s total target compensation is comprised of equity-based incentives (71% for CEO)(approximately 70% of our CEO’s annual target compensation, and an average of 56% of our other NEO’s annual target compensation).At the 20132020 Annual Shareowners’ Meeting shareownersof Shareowners, our Shareowners expressed strong support for the Company’s compensation program with approximately 96%97% of votes cast in favor of Kellogg’s “Say-on-Pay” proposal. In addition, during the course of 2020, the Company continued regularly engaging with our Shareowners about various corporate governance topics, including executive compensation. When setting compensation, and in determining compensation policies and practices like changing long-term incentives mix and the Compensationperformance metrics, the C&T Committee took into account feedback from Shareowners received through the Company’s Shareowner outreach program, as well as the results of the 20132020 Shareowner advisory resolution to approve executive compensation as demonstrating support of our compensation programs. The Committee continues to emphasize the same effective core principles, approach, design and policies underlying Kellogg’s executive compensation program highlighted here that have been applied in prior years when making future compensation decisions. Also, at the 2013 Shareowners’ Meeting, approximately 91% of votes cast approved Kellogg’s 2013 Long-Term Incentive Plan. The equity and performance-based awards under the Plan are a core component of our compensation program. They align employees, officers and directors with shareowners by providing a proprietary interest in maximizing the long-term growth, profitability and overall success of Kellogg.Longer-Term Focus.FocusOur Executive Performance PlanEPP is a stock-based, pay for performance, multi-year incentive plan intended to focus senior management on achieving critical operational goals over three-year periods. TheseThis approach provides the right balance of focusing senior management on important operational and financial goals areand providing a direct link to shareowner interests. Specifically, for the 2018-2020 EPP, these goals were tied to key financial measures (such as internaladjusted net sales growth and internal operating profit growth), which, if achieved,TSR. For the 2020-2022 EPP, the metrics are drivers of Shareowner value. In addition,organic net sales growth and aggregate cash flow. Restricted stock units granted in 2020 are subject to three-year cliff vesting. Similarly, stock options granted in 2013 vest in three equal annual installments in 2014, 2015,2021, 2022, and 2016,2023 and are exercisable until the 10th anniversary of the grant date.27Stock Ownership Guidelines.GuidelinesKellogg has established robust share ownership guidelines to strengthen the ongoing and continued link between the interests of NEOs and Shareowners. The CEO and Executive Chairman areis expected to own shares equal to at least six times annualhis base salary. Each of theThe other NEOs isare expected to own shares equal to at least three times his annualtheir base salary. EachThe Company has a policy such that there is a holding period which requires that all of our NEOs hold all shares received from option or stock awards until their respective ownership guideline is met. Our NEOs currently exceedsexceed or isare on track to meet histheir ownership guideline.Values-Based.guidelines.Values-BasedKellogg’s compensation program is designed to reward an executive’s performance and contribution to Kellogg’s objectives. The NEOs areEach NEO is evaluated on their specific contributions (the “what”), as well as the behaviors they exhibit as they drive results. In other words, our compensation is linked to “what” each NEO contributes as well asresults (the “how” an NEO makes those contributions.). The shared behaviors (what we call our “K Values”) that Kellogg expects from its NEOs and believes are essential to achieving long-term dependable and sustainable growth and increased value for Shareowners are as follows:•Actingacting with integrity and showing respect;Being•being accountable for our actions and results;Being•being passionate about our business, our brands and our food;Having•having the humility and hunger to learn;Striving•striving for simplicity; andLoving•loving success.2021 Proxy Statement 35 CompensationMitigating Risk.RiskThe compensation program is designed so that it does not encourage taking unreasonable risks relating to our business. Kellogg’s compensation program mitigatesprograms mitigate risk by balancing short-term and rolling multi-year incentives usingwhich use various financial metrics to ensureencourage the business growsto grow in a balanced, sustainable manner. In addition, the use of clawback provisions further drives risk mitigation by creating appropriate remedies under certain circumstances.In 2013,2020, the CompensationBoard of Directors and the C&T Committee reviewed our compensation program to identify any design features that could reasonably be considered to encourage excessive risk taking and Kellogg’s approach to those features. As a result of this review, and together with input from the independent compensation consultant, the CompensationBoard of Directors and the C&T Committee determined that the risks arising from Kellogg’s compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Kellogg.Clawback Policies.PoliciesWe maintain clawback provisions relating toin each of our Annual Incentive Plan,AIP, stock options, restricted stock units, and Executive Performance Plan programs.EPP programs which give the Company the ability to recover (“clawback”) previously granted payments. The provisions allow Kellogg to recoup performance-based gains by executive officers (and other program participants) for violations of Kellogg policyfraud or misconduct causing a financial restatement. Beginning in 2018, we expanded our provisions in all equity awards to require clawback after vesting or exercise (and forfeiture of awards before vesting) if an executive violates the non-compete or non-solicitation provisions of the awards or an executive engages in any activity that is contrary or harmful to Kellogg’s interest.C. III.Compensation Approach.Key Decisions Summary / Core Principles / Approach / Plans and Design / PoliciesOur compensation approach is based on (1)(a) driving independent decision making, (2)decision-making, (b) utilizing peer groupCompensation Peer Group data to appropriately targetbenchmark compensation, levels, (3) targeting compensation at the 50th percentile of the peer group, (4)(c) following a consistent, rigorous compensation target setting process, and (5)(d) utilizing verification tools to ensure appropriate decisions are being made. Each is described more fully below.Independence.Independent Decision MakingOur CompensationC&T Committee is responsible for administering the compensation program for executive officers of Kellogg. The members of the Compensation Committee are fully independent. Noneindependent, none of the Compensation Committee members are current or former employees of Kellogg, and they are not eligible to participate in any of our executive compensation programs. For more information, see “Board and Committee Membership — Compensation and Talent Management Committee.” In addition, the Compensation Committee has utilized an independent compensation consultant for many years,years. FW Cook served in this capacity until July 2020 at which time Semler Brossy was appointed.FW Cook worked and engaged Cook & Co. as its independent compensation consultant for 2013. Cook & Co. has been engaged by the Compensation Committee since spring 2010.Cook & Co.Semler Brossy works directly for the CompensationC&T Committee, and, pursuant to Company policy, isare prohibited from providing any consulting or other services to Kellogg or our executive officers other than the work performed on behalf of the Compensation Committee or the Board. The Committee has considered the independence of FW Cook & Co.and Semler Brossy in light of SEC rules and NYSE listing standards. In connection with this process,28& Co.and Semler Brossy addressing the independence of FW Cook & Co.and Semler Brossy and the members of the consulting team serving the Committee, including the following factors: (i) other services provided to usKellogg by FW Cook & Co.,and by Semler Brossy, (ii) fees paid by usKellogg as a percentage of Cook & Co.’sFW Cook's and Semler Brossy’s total revenue,revenues, (iii) policies or procedures of FW Cook & Co.and Semler Brossy that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team with a member of the Committee, (v) any Company stock owned by the senior advisor or any member of his immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor. The Committee discussed these considerations and concluded that the work performed by FW Cook & Co.and Semler Brossy and its senior advisoradvisors involved in the engagement did not raise any conflict of interest.Peer Group.Groups and Competitive PositioningWe use peer groups to benchmark ourselvesour compensation against comparable companies (our “compensation peer group”)and for different components of our overall compensation program to ensure they are competitive and delivering compensation in line with performance:Peer Group Overview/Selection Criteria Primary Purpose Compensation Peer Group Consists of companies which we generally compete with for talent, including both food companies and companies in other relevant industries. This group is reviewed on a periodic basis for appropriateness. Establish target compensation (Base Salary, AIP and LTI). Performance Peer Group Generally consists of the food companies in the broader Compensation Peer Group. This group is reviewed on a periodic basis for appropriateness. Assess relative company performance and assess incentive payouts 36 Kellogg Company CompensationThe “Compensation Peer Group” is used to ensure that our executive officer compensation is competitive in the marketplace. Consequently, we benchmark our executive compensation to that of theCompensation Peer Group. The CompensationC&T Committee uses peer group data to benchmark our compensation with respect to base salary, target annual and long-term incentives and total compensation. For 2013, our compensation peer group was comprised ofThe Committee reviews at least annually the following branded consumer products companies:Campbell Soup Co.General Mills, Inc.Mondelēz InternationalClorox Co.The Hershey Co.McDonald’s Corp.The Coca-Cola Co.H.J. Heinz Co.NIKE, Inc.Colgate-Palmolive Co.Hormel Foods Corp.PepsiCo Inc.ConAgra Foods, Inc.Kimberly-Clark CorporationWhirlpool Corp.Dr. Pepper Snapple Group Inc.Kraft Foods GroupYum! Brands, Inc.Estee Lauder Companies, Inc.Mattel, Inc.compensation committeeCommittee determines the compensation peer groupCompensation Peer Group, taking into account input from the independent compensation consultant. Our independent compensation consultant’sconsultant whose viewpoints are based on objective screening criteria for a variety of factors. The Compensation Committeefactors and considers a variety of criteria, to determine our peer group, including companies that (i) are in the same or similar lines of business, (ii) compete for the same customers with similar products and services, (iii) have comparable financial characteristics that investors view similarly, (iv) consider Kellogg a peer, (v) ISS considersproxy advisory firms consider Kellogg’s peers, and (vi) are within a reasonable range in terms of percentile rank of Kellogg for key financial metrics such as revenue, pre-tax income, total assets, total equity, total employees, market capitalization, and composite percentile rank.For 2013, our compensation peer group was changed due to two significant corporate transactions occurring during 2012. First, former Kraft Foods Inc. was replaced with its two successor entities, Kraft Foods Group and Mondelēz International. Second, Sara Lee, which is now named Hillshire Brands, was removed from the group due to no longer meeting our objective size screening criteria. These changes continue to position Kellogg in the median range of the comparison companies in various measures of company size. WeWhile we believe that our compensation peer groupCompensation Peer Group is representative of the market in which we compete for talent. The size oftalent, the group has been established so as to provide sufficient benchmarking data across the range of senior positions in Kellogg. Our compensation peer group companies were chosen because of their leadership positions in branded consumer products and their overall relevance to Kellogg. The quality of these organizations has allowed Kellogg to maintain a high level of continuity in the peer group, providing a consistent measure for benchmarking compensation.The composition of our compensation peer groupother business combinations. Consequently,divestitures.The “Performance Peer Group” is used to assess our incentive plan payouts and performance relative to the Compensation Committee periodically reviewsperformance of these direct competitors. This group includes many of the compensation peer group to confirm that it continues to be an appropriate benchmark for our program.50th Percentile. All components of our executive compensation package are targeted at the 50th percentile of our compensation peer group. We believe targeting the 50th percentile allows Kellogg to recruit the best talent for the organization, while providing a good balance between paying for performance and controlling our compensation expense. Once we set compensation at the 50th percentile, actual pay will depend largely upon Kellogg’s performance versus our operating plan budgets and in part upon our performance peer group. Again,29the design drives pay for performance. Our 2013 “performance peer group” consists of food companies in the broader compensation peer group (Campbell Soup Co., ConAgra Foods, Inc., General Mills, Inc., H.J. Heinz Co.,Hershey Co., Kraft FoodsPerformance Peer Group Mondelēz International and PepsiCo Inc.), plus Unilever N.V. and Nestlé S.A. The performance peer companies were chosen because they most closely compete with Kellogg in the consumer marketplace and for investors’ dollars, and face similar business dynamics and challenges.Process.For 2020, Post Holdings was added to the Compensation Peer Group andPerformance Peer Groupdue to their comparability in business and size and Nestle and Unilever were removed from the Performance Peer Group due to their different geographic and business mix.As expected, there is meaningful overlap and differences between theCompensation Peer Group andPerformance Peer Group. For 2020, our Compensation Peer Group and Performance Peer Groupare comprised of the following companies:COMPENSATION PEER GROUP PERFORMANCE PEER GROUP The Clorox CompanyColgate-Palmolive Co.The Estee Lauder Cos., Inc.Hormel Foods CorporationKeurig Dr. Pepper Inc.Kimberly-Clark CorporationMattel, Inc.McDonald’s CorporationNike, Inc.Whirlpool CorporationYUM! Brands, Inc.Campbell Soup Co.ConAgra Brands, Inc.The Hershey CompanyGeneral Mills, Inc.The J.M. Smucker CompanyThe Kraft Heinz CompanyMcCormick & Company, Inc.Mondelēz International, Inc.Post HoldingsPepsiCo Inc. Our total compensation package is targeted at the median of our Compensation Peer Group. Actual incentive compensation payouts will depend largely upon Kellogg’s performance versus our operating plan budgets and in part upon our performance relative to our Performance Peer Group. Again, the design drives pay for performance. We believe this approach allows Kellogg to recruit the best talent for the organization and pay for performance.Consistent, Rigorous ProcessEach year, the CompensationC&T Committee follows a consistent, rigorous process to determine compensation for the NEOs and other senior executives. The following process occurs during several meetings over several months.NEOs:• Compensation Committee with relevant compensation information such as a market assessment, peer groupCompensation Peer Group benchmarking data, information about other relevant market practices, and emerging trends.•The independent consultant makes recommendations to the Compensation Committee regarding target levels for total compensation and each pay element for each NEO.Thethe CEO and the other NEOs, and the CEO makes recommendations to the Compensation Committee regarding the performance and compensation for each NEO (other than himself).The Compensation Committee reviews the information provided by the independent compensation consultant and the compensation recommendations at regular meetings and in Executive Session. peer group,Performance Peer Group, individual performance, input from the independent compensation consultant and other factors, the Compensation Committee makes recommendations to the fullindependent members of the Board regarding the compensation for the CEO and the other NEOs.meeting in executive session, determine the compensation of the CEO. The full Board determines the compensation ofCEO and the other NEOs (unless an NEO is also a Director in which case the NEO abstains from the determination of his own compensation).2021 Proxy Statement 37 CompensationVerification Tools.ToolsThe CompensationC&T Committee utilizes several tools to help verify that the design of our program is consistent with our Core Principles and that the amount of compensation is within appropriate competitive parameters. For example, each year, the Compensation Committee reviews “pay tallies”,tallies,” which includesinclude a detailed analysis of each NEO’s target and actual annual cash compensation, equity awards, retirement benefits, perquisites, change-in-control and severance payments. The Compensation Committee also reviewspayments, and wealth accumulation, which includes the projected value of each NEO’s equity awards and retirement benefits. This analysis describes the amount of compensation each NEO has accumulated to date.accumulation. In connection with this review, no unintended consequences or other concerns of the compensation program design were discovered. In addition, the Compensation Committee concluded that the total compensation of the NEOs aligns pay with performance and is appropriate and reasonable. In addition, our CompensationOur Committee also uses a key financial metric, total shareowner return,TSR, as aan additional verification tool to verify our pay for performance connection.D. IV.Compensation Key Decisions Summary/ Core Principles / Approach / Plans and Design.Design / PoliciesNEO compensation includes a combination of annual cash and long-term incentive compensation. Annual cash compensation for NEOs is comprised of base salary and the AIP. Long-term incentives consist of stock option grants, three-year EPP awards and three-year EPP.Total Compensation. The target for total compensation and each element of total compensation is the 50th percentile of our compensation peer group. In setting the compensation for each NEO, the Compensation Committee considers individual performance, experience in the role and contributions to achieving our business strategy. We apply the same Core Principles and Compensation Approach in determining the compensation for all of our NEOs, including the CEO. The Compensation Committee also exercises appropriate business judgment in how it applies the standard approaches to the facts and circumstances associated with each NEO.At the time we set compensation, actual compensation percentilesrestricted stock units (except for the preceding fiscal year areCEO, who does not available. So, we are unable to compare actual to target compensation on a percentile basis for our NEOs because30of timing. The companies in our compensation peer group do not all report actual compensation on the same twelve month basis. Even if this information were available we do not believe it would provide Shareowners with a fair understanding of our executive compensation program because actual compensation can be impacted by a variety of factors, including changes inreceive any restricted stock prices, company performance and vesting of retirement benefits.Total CompensationKey elements of our 20132020 NEO compensation program are as follows.Element Performance /Vesting Period (yrs.)Purpose Characteristics ElementFixedPurposeCharacteristicsBase Salaries — Compensates executives for their level of responsibility and sustained individual performance. Also, helps attract and retain strong talent. Fixed component; evaluated annuallyannually.Performance - Based Annual Incentives(AIP)One year Promotes achieving our annual corporate and business unit financial goals, as well as non-financial objectives such as people safety, food safety and diversity and inclusion. Performance-based cash opportunity; amount varies based on companyCompany and business results, and individual performance.Long-Term Incentives(Executive Performance Plan and Stock Options)Long-TermIncentives(EPP and Options)Three years Promotes (a) achieving our long-term corporate financial goals through the Executive Performance Plan3-year EPP program and (b) stock price appreciation through stock options.Performance-based equity opportunity; amounts earned/realized will vary from the targeted grant-date fair value based on actual financial and stock price performance.Stock Ownership Long-Term Incentives (RSUs) Three years Creates a balanced long-term incentive program, helping to manage equity utilization while aligning to market practice. Cliff vesting provides meaningful retention value; improved stock price performance enhances overall value of awards. Retirement PlansOtherPost-Termination Compensation Provides an appropriate level of replacement income upon retirement. Also, provides an incentive for a long-term career with Kellogg, which is a key objective.Fixed component; however, contributions tied to pay vary based on performance.Post-Termination Compensation— Facilitates attracting and retaining high caliber executives in a competitive labor market in which formal severance plans are common. Contingent component; only payable if the executive’s employment is terminated under certain circumstances. Retirement Plans Long-Term We provide both matching and fixed Company contributions based on employee deferrals and years of service, respectively. Fixed component; however, contributions vary based on employee elections. 38 Kellogg Company CompensationBase Salaries. BaseSalariesThe C&T Committee considers a number of factors when determining NEO base salaries for NEOs are targeted at the 50th percentile of the compensation peer group, and are set based on an NEO’sincluding experience, proficiency, andindividual contributions, job market conditions, sustained performance in role. The Compensation Committee judged each NEO’srole, and the individual’s current base salary for 2013 to be appropriately positioned relative tocompared with those of persons in similar positions at other companies in the 50th percentile based on this analysis.Compensation Peer Group. Annually, the CompensationC&T Committee evaluates whether to award base salary merit increases, including considering changes in an NEO’s role and/or responsibility. In 2013,2020, the NEOs received base salary merit increases that, in the Committee’s view, correctly positioned each NEO’s salary relativeappropriately to the 50th percentile based on sustained performance.Annual Incentives.IncentivesAnnual incentive plan (“AIP”) awards to the NEOs are paid under the terms of the Kellogg Senior Executive AnnualCompany 2017 Long-Term Incentive Plan (“AIP”LTIP”), which was approved by the Shareowners and is administered by the CompensationC&T Committee. Awards granted to NEOs under the terms of the AIP are designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. Once the targets for purposes of Section 162(m) are reached (as was the case for fiscal 2013), the Compensation Committee uses a judgment-based methodology in exercising negative discretion from the maximum payout level permitted under Section 162(m) to determine the actual payout for each NEO. As part of this methodology, atAt the beginning of fiscal 2013,2020, the Compensation Committee established annual incentive opportunities for each NEO annual incentive opportunities as a percentage of anthe executive’s base salary (“AIP Target”). The AIP targets for each NEO are based on the 50th percentile of the compensation peer group. Compensation Committee sets performance ranges (which we refer to as “bandwidths”) centered on targets for underlying internalboth financial and non-financial performance targets. Our NEOs’ AIP Target consisted of (a) financial metrics (90% weighting) consisting of net sales (“AIP Net Sales”), operating profit internal net sales,(“AIP Operating Profit”), and cash flow to help determine31
Financial Metrics Non-Financial Metrics NEOs (other than Regional Presidents) Based on Corporate target (90%) Based on Corporate target (10%) Regional Presidents Based on regional target (70%) and Corporate target (20%) Based on regional target (10%) The C&T Committee and management believe that by using the financial metrics of AIP Net Sales, AIP Operating Profit, and AIP Cash Flow, Kellogg is encouraging top-line growth, as well as profitable growth and cash generation for Shareowners. The Committee and management further believe that the financial metrics should measure comparable operating performance, as those measures provide a clearer view into the Company’s underlying performance. Consequently, the AIP Net Sales excludes the impact of acquisitions, divestitures, foreign currency and differences in shipping days, including the 53rd week (as discussed on page 45 hereof). AIP Operating Profit excludes the effect of restructuring programs, mark-to-market adjustments for commodities and certain foreign currency contracts, multi-employer pension plan withdrawal liabilities, other costs impacting comparability, and foreign currency. We measure AIP Cash Flow as net cash provided by operating activities reduced by capital expenditures. While Corporate AIP Cash Flow reflects Kellogg Company consolidated results, North America AIP Cash Flow does not include allocated cash flows for interest, income taxes, and other activities included in our Corporate reportable segment.2021 Proxy Statement 39 what percentageCompensationAs a result of the budgeted assumptions, performance reported in our financial statements may differ from performance against our AIP Target would be paid out to each NEO. performance targets. AIP Net Sales, AIP Operating Profit, and AIP Cash Flow are non-GAAP measures, which will differ from the GAAP measures of net sales growth, operating profit growth and cash provided by operating activities.The financial targets and bandwidths are based on our operating plan for the fiscal year and are designed to achieve our objectives for sustainable, dependable growth.business objectives. Targets are then compared with the forecasted performance of the performance peer groupPerformance Peer Group to ensure that our operating plan targets are reasonable and sufficiently challenging relative to the forecasted performance for the performance peer group.challenging. Operating plan targets generally fall within the median range of forecasted performance for the performance peer group with the maximum and minimum of the bandwidth falling generally within the top and bottom quartiles, respectively, of the performance peer group forecast. Consequently, actual performance above the forecasted median of the performance peer group would generally result in annual incentive payments above the target level, with payments at the maximum level being made for performance in the forecasted top quartile of the performance peer group. Conversely, performance below the median would generally result in annual incentive payments below the target level, with no payment being made for performance below a minimum threshold.opportunity, based primarily upon corporate performance against internal net sales, underlying internal operating profit, cash flow, safety and diversity. 90% of the target corporate opportunity consists of underlying internal operating profit growth, internal net sales growth and cash flow performance and are weighted 50%, 30% and 20%, respectively. People safety, food safety and quality, and diversity and inclusion comprise the remaining 10% of target corporate opportunity. The Compensation Committee and management believe that by using these metrics Kellogg is encouraging profitable top line growth and cash generation for Shareowners.Our measure of underlying internal operating profit excludes the impact of foreign currency translation, mark-to-market adjustments, acquisitions, dispositions, transaction and integration costs associated with the acquisition of Pringles, and costs related to Project K. Internal net sales growth excludes the impact of changes in foreign currency exchange rates, acquisitions, dispositions and integration costs. For these reasons, underlying internal operating profit growth and internal net sales growth are not comparable to the GAAP measures of operating profit and net sales growth. In addition, the target performance goals for underlying internal operating profit growth and internal net sales growth used in the AIP reflect certain budgeted assumptions relating to foreign currency exchange rates, acquisitions, dispositions and shipping day differences in our operating plan to facilitate year-to-year comparisons. Finally, we measure cash flow, another non-GAAP measure, by reducing operating cash flow by an amount equal to Kellogg’s capital expenditures. Consequently, results reported in our financial statements may differ from performance against our AIP goals.In addition to operating results, each NEO is held accountable for achieving annual goals set at the start of the fiscal year relating to current organizational capabilitiesdriving the successful achievement of the Company’s strategy and future organizational requirements.related business priorities. Consistent with our commitment to a balanced approach between individual performance and adherence to our Core Principles, each NEO’s performance isthe NEOs are assessed both against histheir level of individual achievement against these agreed upon goals and the alignment of histheir behavior in achieving those goals with our core values. We refer to this as balancing2020 AIP PayoutsFor our 2020 AIP, the “what”payout for Corporate and the “how” of individual performance.In 2013, all but one of the NEOs were participants in the AIP. Mr. Norman was a participant in the European AIP, the plan used broadly for our European employees. For the NEOs other than Mr. Norman in 2013, 90% of the annual incentive opportunity was based on performance against corporate financial metrics (operating profit, net sales, and cash flow, as described above) and 10% was based on performance against non-financial targets (people safety, food safety and quality, and diversity and inclusion). For Mr. Norman, 50% of his opportunity was based on performance against the corporate financial and non-financial targets, 40% based on European performance against Europe’s financial targets, and 10% was based on European people safety, food safety and quality, and diversity and inclusion.Corporate Financial Metrics. With respect to our financial metrics, our corporate target performance goal for underlying internal operating profit growth was 4.5%, and our full-year performance was 1.3%. The corporate target goal for internal net sales growth was 2.7%, and our full-year performance was 0.3%. Our corporate cash flow target goal was $1.10 billion, and our 2013 performance was $1.17 billion. Overall, corporate operating profit and sales growth were below expectations, while cash flow was in line with expectations.32European Financial Metrics. For 2013, the EuropeanNorth America business unit performance was(which is a component of Mr. Norman’s AIP. In Europe, our underlying internal operating profitHood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Hood received a payout of 156% of target, before consideration for individual performance. All of the NEOs' payments (other than Mr. Hood's) are based on overall company performance. The AIP for Mr. Hood is based partially on the Corporate AIP financial targets and partially on the performance of the North American region he leads as president.For 2020, the target performance goals and performance against those goals for Corporate were Corporate AIP Net Sales growth performance goal was 10.9%of 6.0% against a target of 1.9%, Corporate AIP Operating Profit growth of 3.5% against a target of (4.0)% (which target included the negative impact of businesses divested in 2019), and our full-yearCorporate AIP Cash Flow of $1,481 million against a target of $950 million. The target performance was 2.6%. Europe’s 2013goals and performance against those goals for North America in 2020 were North America AIP Net Sales growth of 5.1% against a target goal for internal net salesof 2.4%, North America AIP Operating Profit growth was 2.1%of 3.1% against a target of (0.1)%, and Europe’sNorth America AIP Cash Flow of $1,653 million against a target of $1,444 million. Overall, the AIP Net Sales, AIP Operating Profit, and AIP Cash Flow for Corporate and North America were significantly above expectations, resulting in an AIP formulaic payout factor for the financial metrics of 200% of target for Corporate and 175% of target for North America.Since the onset of the COVID-19 pandemic in 2020, the Company executed well against our priorities of keeping employees safe, supplying food to the marketplace, aiding our communities, and preserving financial flexibility. From a financial performance standpoint in 2020, Kellogg finished the year with results that were significantly better than its original financial guidance, and achieved balanced growth between sales, performance was 1.7%. The European cash flow target was $180.5 million,margin expansion, earnings, and cash flow conversion.After considering the Company’s financial performance, was $236.6 million, both at budgeted currency rates. Overall, Europeanindividual performance adjustments to recognize the contributions of many employees across the organization, and our objective during a unique year to preserve an appropriate portion of the operating profit above target performance for our shareowners, the AIP financial performance payout factors were adjusted. In addition, the payout factors were adjusted to reflect the formulaic impact of the non-financial performance of 130% for Corporate and sales performance were below expectations,125% for North America. These adjustments resulted in payout factors of 160% of target for Corporate and cash flow exceeded expectations.For the 2013 non-financial metrics, Kellogg corporateobjective and Europe exceeded people safetychallenging performance targets and were above target for food safety and quality measures. With respect to diversity and inclusion performance, Kellogg corporate achieved target and Europe was below target. The actual payout factor applied for each metric is calculated based on how 2013 results compared to each target performance goal. Under the specific AIP thresholds and bandwidths that were establishedset at the beginning of the fiscal year for:•Food safety and quality measures. The Company continues to drive strong programs across the formulaic resultnetwork, and was above target for Corporate and North America, with strong improvement in year over year percentage of Kellogg’sforeign materials and a reduction in consumer complaints.•Diversity and inclusion. The Company continues its focus on diversity and inclusion as an important enabler to its business. In 2020, the Company was above target for Corporate and North America, based on its results on hiring, promotions and turnover.•People safety. The Company was above target for Corporate and at target for North America on its people safety metrics, by decreasing actual results in total recordable incidents, decreasing the lost time incident rate, and decreasing number of hand injuries.In determining the appropriate AIP payout for the Company’s performance, is a corporate payout of 91% of target. In exercising its judgment-based methodology, the CompensationC&T Committee considered a number of factors, includingincluding:•working differently and managing effectively through the crisis, resulting in keeping our employees safe, supplying our markets with food, aiding our communities, and preserving financial flexibility;•actual performance againstthat was significantly above the initial2020 AIP financial targets performance versusfor net sales growth, operating profit growth, and cash flow;•returning to balanced growth, featuring the peer group, total shareowner return, alignment between estimated quartile performanceCompany's highest organic net sales growth in many years with growth in each region of the business, as well as improved gross profit margin and quartile payout, key business activities (i.e.,increased cash flow as a percent of net income; and•investment for the integrationfuture, including expansion of Pringles, the second largest acquisition in the Company’s history;capacity and the development, announcement and launch of Project K, Kellogg’s four-year efficiency and effectiveness program publicly announced in November 2013), and otherwise assessed theincreased brand investment.In exercising its judgment-based methodology to ensure appropriate pay for the Company’s performance. The 2013 performance, is reflected in the factC&T Committee determined that our NEOs before considerationshould receive the payout factors described above. That payout is 160% of target for business unit and individual performance, received a below target payout (91% of the target) under the 2013 AIP. Based on these results discussed above and exercising its judgment-based methodology, the Compensation Committee determined that 91% of the AIP Target would be paid out to our NEOs (other than Mr. Norman)Hood) and 156% of target for 2013 and 97% of the AIP Target would be paid out to Mr. Norman,Hood, before takingconsideration for individual performance.The C&T Committee did not make any individual performance into consideration. The Compensation Committee considered Mr. Dissinger’s individual performance in 2013, and awarded him anadjustments to NEO AIP amount equal to 106% of his AIP Target. The Compensation Committee considered a number of factors in assessing his individual performance including taking a leading role in developing the frameworkpayouts for Project K, including its Global Business Services, and driving strong cash flow discipline throughout the organization. Based on Mr. Hirst’s individual performance in 2013, the 2020.40 Kellogg Company Compensation Committee awarded him an AIP amount equal to 141% of his AIP Target. The Compensation Committee recognized the notably strong performance by Mr. Hirst in 2013, including results on people safety; enhanced quality and regulatory controls and execution; assessing, designing and executing the supply chain elements of Project K, and overall, continued operational performance of Kellogg’s supply chain organization across the network.The chart below includes information about the 20132020 AIP for each NEO. AIP Target AIP Maximum 2013 AIP Payout (Paid in
March 2014) % of Base
Salary(1) Amount($) Amount($) % of AIP
Target Amount of AIP
Payout ($)(2) 150 % 1,749,000 3,498,000 91 % 1,591,600 100 % 650,000 1,300,000 106 % 689,000 100 % 702,600 1,405,200 97 % 681,600 90 % 585,000 1,170,000 91 % 532,400 80 % 352,000 704,000 141 % 496,400 110 % 880,000 1,760,000 0 % 0 (1)For AIP purposes, incentive opportunities are based on executives’ salary levels at the last day of the calendar year. Annual salary increases typically become effective in April of each year.(2)Based on Kellogg’s performance and each NEO’s individual performance, as described above. All amounts are less than the maximum payout allowable under Section 162(m).(3)Mr. Davidson forfeited and did not receive any 2013 AIP payout.AIP Target(1)AIP Maximum 2020 AIP Payout(Paid in March 2021) Name % of Base
SalaryAmount
($)Amount
($)% of AIP
TargetAmount
($)Steve Cahillane 160 % 2,080,000 4,160,000 160 % 3,328,000 Amit Banati 100 % 775,000 1,550,000 160 % 1,240,000 Chris Hood 110 % 874,500 1,749,000 156 % 1,364,220 Gary Pilnick 95 % 745,750 1,491,500 160 % 1,193,200 Alistair Hirst 90 % 612,000 1,224,000 160 % 979,200 (1)For AIP purposes, incentive opportunities are based on executives’ salary levels at the last day of the calendar year.Long-Term Incentives.IncentivesLong-term incentives are provided to our executives under the 20132017 Long-Term Incentive Plan (or LTIP)(“LTIP”), which was approved by our Shareowners. These incentives are intended to promote33corporateCorporate financial goals and earnings growth. The LTIP allows for grants of stock options, stock appreciation rights, restricted shares and units and performance shares and units (such as Executive Performance PlanEPP awards), and is intended to meet the deductibility requirements of Section 162(m) of the Internal Revenue Code as performance-based pay (resulting in paid awards being tax deductible to Kellogg). The total amount of long-term incentives for the NEOs (based on the grant date expected value) is targeted at the 50th percentile of the compensation peer group.All of the 20132020 long-term incentive opportunity for the NEOs was provided through equity-basedstock-based awards, which the CompensationC&T Committee believes best achieves several of the Core Principles, including Pay for Performance and Shareowner Alignment. For 2013, the Compensation Committee determined that the NEOs would receive approximately 70% of their total long-termLong-term incentive opportunity in stock options and the remaining 30% in performance shares (granted under the Executive Performance Plan, as discussed below). This targeted mix was weighted more heavily to performance shares for the CEO and did not include the performance-based restricted stock unit awards granted to the other NEOs discussed below. The Compensation Committee established this mix of awards after considering our Core Principles, compensation peer group practices and cost implications.Stock Options. The Compensation Committee believes stock options align NEOs with Shareowners because the options provide value to the NEO only if our stock price increases after the grants are made. Stock option awards for our NEOs are determined on a position-by-position basis using proxy and survey data for corresponding positions in our compensation peer group. Compensation Peer Group. For 2020, the Committee determined that the NEOs, other than the CEO, would receive approximately 50% of their long-term incentive opportunity in performance shares (granted under the EPP), 25% in stock options, and 25% in Restricted Stock Units (“RSUs”). Consistent with evolving market practices and to promote share ownership, the Committee increased the weighting on RSUs from 10% to 25% and decreased the weighting on Options from 40% to 25%. The Committee determined that the CEO would receive approximately 60% of the long-term incentive opportunity in performance shares (granted under the EPP) and the remaining 40% in stock options. The CEO did not receive RSUs in 2020.Individual awards at grant may vary from target levels based on the individual’s performance, ability to impact financial performance and future potential. The exercise price for the options is set at the closing trading price on the date of grant, options vest over three years, and are exercisable for ten years after grant, which further drives shareowner alignment by encouraging a focus on long-term growth and stock performance.The options granted in 2013 vest and become exercisable in three equal annual installments with one-third vesting on February 22, 2014 (the first anniversary of the grant date), one-third vesting on February 22, 2015 (the second anniversary of the grant date) and the final third vesting on February 22, 2016 (the third anniversary of the grant date). The per-share exercise price for the stock options is $60.01, the closing trading price of Kellogg common stock on the date of the grant. Approximately 89% of the stock options covered by the 2013 grant were made to employees other than the NEOs. The number of stock options granted in 2013 is targeted at the 50th percentile of the compensation peer group.Executive Performance Plan. The Executive Performance Plan (“EPP”)The EPP is a stock-based, pay for performance, multi-yearthree-year incentive planplan` intended to focus senior management on achieving critical multi-yearthree-year operational goals. These goals, such as internal net sales growth and internal operating profit, are designed to increase Shareowner value. Internal net sales and operating profit growth exclude the impactThe actual percent of acquisitions, divestitures, integration costs and the impact of currency. Approximately 150 of our most senior employees participate in the EPP includingtarget paid to our NEOs each year can range from 0% to 200% of the NEOs. Performance undertarget opportunity. The performance levels are based on our long-range operating plan to be challenging and drive sustainable growth. The EPP contemplates the use of various metrics, as determined by the C&T Committee from time to time.2018-2020 EPP. The payout for the 2018-2020 EPP is measured over the three-year performance period based on performance levels set at the start100% of the period.target. Vested EPP awards are paid in Kellogg common stock.•2013-2015 EPP. Similar to the AIP, awards granted to NEOs under the terms of the EPP are designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The Compensation Committee approves the targets and bandwidths for the 2013-2015 EPP in the same manner as the targets and bandwidths for the AIP. The bandwidths are based on our long-range operating plan, and are intended to be realistic and reasonable, but challenging, in order to drive sustainable growth.Compensation2018-2020 EPP performance period ended on January 2, 2021 (the last day of fiscal 2020). In February 2021, after Kellogg’s 2020 annual audited financial statements were completed, the C&T Committee reviewed our performance and management believe that the metrics for the 2013-2015 EPP — internal net sales growth and underlying internal operating profit growth — emphasize the importance of revenue and profit and are strongly linked to performance of Kellogg and Shareowner value. Similar to the AIP, once the Compensation Committee confirms the performance level delivered is at the level for which the NEOs are eligible to receive a payout under the EPP, the Compensation Committee uses34downward, negativeits discretion to determine the actual payout for each NEO. However, unlike the AIP,NEOs.The goals for the Compensation2018-2020 EPP were tied to adjusted net sales growth ("EPP Net Sales") and relative total shareowner return (“TSR”) during the three-year performance period. These metrics were chosen to drive key business goals and increase Shareowner value. During the performance period, the Company delivered EPP Net Sales of 2.9%, which is significantly above the 0-1% target range. For this particular EPP plan, net sales are adjusted to exclude certain elements not contemplated on the grant date. Specifically, EPP Net Sales excludes Multipro acquired in 2018 and the divested cookie, fruit snacks, pie crusts and ice-cream cone businesses. In addition, EPP Net Sales also excludes fiscal year 2020’s 53rd week and foreign currency translation. The Company’s relative TSR performance during the period was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. The TSR Peer Group consists of the S&P 500 "Food, Beverage, & Tobacco" excluding Tobacco, as previously disclosed in our Proxy relating to our 2018 fiscal year, using companies that comprise the comparison group at the start of the performance period with subsequent entrants to the group disregarded and companies that are removed are no longer included. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee does not consider individualdetermined that our NEOs should receive a payout of 100% of share target amount, which was appropriate for the Company’s performance during this period after considering the financial performance as well as (i) organic net sales growth above our peer group median; (ii) historical benchmarking data relating to the performance and commensurate payout of our peer groups; and (iii) successful execution of Deploy for Growth Strategy, which was launched in determining payouts. 2018 with the goal of restoring top-line growth.2020-2022 EPP. The CompensationC&T Committee weighs only company performance when determining actual payouts underreviews the EPP.The CompensationEPP metrics annually and receives input on the metrics from the Company's independent compensation consultant and through the Company’s Shareowner outreach program. For the 2020-2022 EPP, the metrics are organic net sales growth and aggregate operating cash flow.In 2020, the Committee setsalso set each individual’s EPP target at 30%50% of his or hertheir total long-term incentive opportunity.opportunity (60% for the CEO). Participants in the EPP have the opportunity to earn between 0% and 200% of their EPP target, however, dividends are not paid on unvestedtarget. Dividend equivalents accrue and vest2021 Proxy Statement 41 Compensationin accordance with the underlying EPP awards.award. For the 2013-20152020-2022 EPP, the corporate target performance goal for compound annual internaltargets are organic net sales growth is 3%(excluding acquisitions and for compound annual underlying internaldivestitures during the performance period and foreign currency) and aggregate net cash provided by operating profit growth is 5%.activities reduced by capital expenditures. The 2013-20152020-2022 EPP cycle began on December 29, 20122019 (first day of fiscal 2013)2020) and concludes on January 2, 2016December 31, 2022 (last day of fiscal 2015)2022). The 2013-20152020-2022 EPP award opportunities, presented in number of potential shares that can be earned, are included in the Grant of Plan-Based Awards Table on page 4448 of this proxy statement.•2011-2013 EPP. For the 2011-2013 EPP, the performance period ended on December 28, 2013 (the last day of fiscal 2013). In February 2014, after Kellogg’s 2013 annual audited financial statements were completed, the Compensation Committee reviewed our performance versus the internal net sales growth and underlying internal operating profit growth targets established in 2011 for purposes of Section 162(m). The Compensation Committee determined that the targets set for purposes of Section 162(m) had not been reached. Consequently, the NEOs did not receive any payout under the 2011-2013 EPP.The chart below includes information about 2011-20132018-2020 EPP opportunities and actual payouts: EPP Target
Amount(#) EPP Maximum
Amount(#) 2011-2013 EPP Payout % of EPP
Target Amount(#) Amount($) 31,100 62,200 0 % 0 0 7,600 15,200 0 % 0 0 8,600 17,200 0 % 0 0 6,300 12,600 0 % 0 0 1,300 2,600 0 % 0 0 10,900 21,800 0 % 0 0 •Restricted Stock and Restricted Stock Units. We award restricted shares and restricted stock units from time to time to selected executives and employees based on a variety of factors, including facilitating recruiting and retaining key executives. The Company’s practice when granting any of these awards to NEOs is to provide a grant approximately equal to one times the employee’s base salary. For NEOs, restricted stock awards vest and become unrestricted after at least a three year post-grant holding period.In September 2013, Kellogg granted performance-based restricted2018-2020 EPP Payout
(Paid in February 2021)Name EPP Target
Share Amount
(#)EPP Maximum
Share Amount
(#)% of EPP
TargetShare
Amount
(#)Pre-tax ValueRealized($)(1)Steve Cahillane 61,800 123,600 100 % 61,800 3,578,838 Amit Banati 8,800 17,600 100 % 8,800 509,608 Chris Hood 10,800 21,600 100 % 10,800 625,428 Gary Pilnick 13,600 27,200 100 % 13,600 787,576 Alistair Hirst 11,300 22,600 100 % 11,300 654,383 (1)The payout is calculated by multiplying the earned shares by the closing price of our common stock units to Mr. Norman, Mr. Dissinger and Mr. Pilnick. on February 19, 2021, which was $57.91 per share.Stock OptionsThe Compensation Committee deemed it appropriate to make these grants for these key executives to enhance the retention of who theC&T Committee believes stock options align NEOs with Shareowners and are criticala strong pay for performance vehicle because the options provide value to the overall successNEO only if our stock price increases after the grants are made. The exercise price for the options is set at the closing trading price on the date of certain key,grant. The vesting period for stock option awards to our NEOs is three equal annual installments. Stock options are exercisable for ten years after grant, which further drives Shareowner alignment by encouraging a focus on long-term strategic initiatives (including Project K,growth and stock performance. The per-share exercise price for options granted in 2020 is $65.52.Restricted Stock UnitsIn 2020, the four year efficiency and effectiveness program),Company granted RSUs as well as to maintaining business continuity and driving growth. Consistent with past practice, the award valuepart of the retention RSUs granted to these senior executives was approximately equal to one times the base salary of the recipient. When considering these awards, the Committee also reviewed the value of theseannual long-term incentive awards for consistencyNEOs, other than the CEO. We also award RSUs from time to time to select employees for a variety of reasons including performance, recruiting and retention. The vesting period for Restricted Stock Units to our NEOs is three years.Other Compensation ElementsPost-Termination Compensation. The NEOs are covered by arrangements which specify payments in the event the executive’s employment is terminated. These severance benefits, which are competitive with past Kellogg awardsthe Compensation Peer Group and retention awards granted within our compensation peer group. These awardsgeneral industry practices, are designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The awards will vest in full on the third anniversary of the grant date, butpayable if and only if the Company exceeds a minimum comparable diluted earnings per share threshold measured on a cumulative basis commencing at the beginning of the fourth quarter of fiscal 2013 and ending at the end of the third quarter of fiscal 2016. If the performance thresholdexecutive’s employment is met, the awards would be paid in shares at the end of the performance period, except for amounts withheldterminated by the Company under certain circumstances, including that the termination was without cause. The Kellogg Severance Benefit Plan and the Change of Control Policy have been established primarily to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success for minimum statutory withholding requirements. Dividendsthe benefit of our Shareowners. Kellogg’s severance program is consistent with market practices, and cash severance for our NEOs is payable in the amount of two times the current annual salary. The Change in Control Policy is also consistent with market practices, and cash compensation following a change in control for the continuing NEOs is payable in the amount of two times the current annual salary and the current target annual incentive award. For more information, please refer to “Potential Post-Employment Payments,” which begins on page 55 of this proxy statement.Retirement Plans.All NEOs are eligible to participate in the Kellogg-provided defined contribution plan alongside substantially all other U.S. employees, which provides for both matching and fixed Company contributions based on employee deferrals and years of service, respectively. Amounts earned under long-term incentive programs are not paidincluded when determining retirement benefits for any plan participants. In addition, we do not pay above-market interest rates on unvested awards,amounts deferred under either our qualified or non-qualified savings and the grants35will be forfeited if the executive leavesinvestment plans. For more information, please refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” which begins on page 52 of this proxy statement. Prior to 2019, Mr. Hood participated in a separate Kellogg-provided defined contribution plan established for new employees of the Company priordue to the endPringles acquisition. The plan provided fixed Company contributions based on years of service and base salary to those salaried employees. As of December 31, 2018, benefits were no longer provided in this plan to salaried employees and covered employees began participating in the same defined contribution plans as all other salaried employees.Prior to 2019, Mr. Pilnick and Mr. Hirst were eligible to participate in Kellogg-provided defined benefit pension plans which provided benefits based on years of service and pay (salary plus annual incentive only) to a broad base of eligible employees. In September 2017, the Company amended salaried defined benefit pension plans in the U.S. and Canada to freeze the compensation and service periods used to calculate benefits. As of December 31, 2018, employees covered by those plans began participating in the same defined contribution plans as all other salaried employees.42 Kellogg Company CompensationPerquisites.The Company provides limited perquisites to the NEOs. The Summary Compensation Table beginning on page 45 of this proxy statement contains itemized disclosure of all perquisites to our NEOs, regardless of amount.Employee Stock Purchase Plan. We have a tax-qualified employee stock purchase plan that is made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the performance period, except for retirement, death, disability or changeplan is to encourage employees at all levels to purchase stock and become Shareowners. The plan allowed participants to buy Kellogg stock at a 5% discount to the market price. Beginning with the Q4 2020 purchase, the plan allows participants to buy Kellogg stock at a 15% discount to the market price. Under applicable tax law, a plan participant may purchase up to $25,000 in control. The Committee believed thatmarket value, as defined in the award valuesplan, of Kellogg stock in any calendar year.E. Key Decisions Summary/ Core Principles / Approach / Plans and the three-year performance-based vesting schedule were appropriate under the circumstances as a retention incentive.•Post-Termination Compensation. The NEOs are covered by arrangements which specify payments in the event the executive’s employment is terminated. These severance benefits, which are competitive with the compensation peer group and general industry practices, are payable if and only if the executive’s employment is terminated without cause. The Kellogg Severance Benefit Plan and the Change in Control Policy have been established primarily to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success for the benefit of our Shareowners. Kellogg’s severance program is consistent with market practices, and cash severance for our grandfathered NEOs is payable in the amount of two times the current annual salary plus two times target annual incentive awards prior to separation. Beginning in 2011, the Compensation Committee modified severance and change in control benefits for newly-named senior executives to more closely align with the 50Design /th percentile of our compensation peer group. Cash severance for newly-named senior executives is now payable in the amount of two times the current annual salary. The potential severance amount no longer includes annual incentive awards for newly-named senior executives. Cash compensation following a change in control for grandfathered NEOs is payable in the amount of two times the current annual salary plus two times the higher of the target annual incentive award and the highest annual incentive award during the three years before the change in control. Cash compensation following a change in control for newly-named senior executives is payable in the amount of two times the current annual salary plus the average of the annual incentive awards during the three years before the change in control. Of the current NEOs, Mr. Hirst is the only executive who became an NEO since 2011. For more information, please refer to “Potential Post-Employment Payments,” which begins on page 55 of this proxy statement.•Retirement Plans. Our CEO, CFO and other NEOs are eligible to participate in Kellogg-provided pension plans which provide benefits based on years of service and pay (salary plus annual incentive only) to a broad base of employees. The amount of an employee’s compensation is an integral component of determining the benefits provided under pension and savings plan formulas, and thus, an individual’s performance over time will influence the level of his or her retirement benefits. Amounts earned under long-term incentive programs such as EPP, gains from stock options and awards of restricted stock arenot included when determining retirement benefits for any employee (including executives). In addition, we do not pay above-market interest rates on amounts deferred under either our qualified or non-qualified savings and investment plans. For more information, please refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” which begins on page 50 of this proxy statement.•Perquisites. The Compensation Committee believes that it has taken a conservative approach to perquisites. The only perquisite exclusive to CEO direct reports is an annual physical health exam. The Summary Compensation Table beginning on page 40 of this proxy statement contains itemized disclosure of all perquisites to our NEOs, regardless of amount.•Employee Stock Purchase Plan. We have a tax-qualified employee stock purchase plan that is made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discount price. The purpose of the plan is to encourage employees at all levels to purchase stock and become Shareowners. The plan allows participants to buy Kellogg stock at a 5% discount to the market price. Under applicable tax law, no plan participant may purchase more than $25,000 in market value, as defined in the plan, of Kellogg stock in any calendar year.36V.Executive Compensation Policies. PoliciesExecutive Stock Ownership Guidelines.GuidelinesIn order to preserve the linkage between the interests of senior executives and those of Shareowners, senior executives are expected to establish and maintain a significant level of direct stock ownership. This can be achieved in a variety of ways, including by retaining stock received upon exercise of options or the vesting of stock awards (including EPP awards), participating in the Employee Stock Purchase Plan and purchasing stock in the open market. The stock ownership requirement for our CEO and Executive Chairman is six times annual base salary. The stock ownership requirement for our other NEOs under our stock ownership guidelines is three times annual base salary. Our current stock ownership guidelines (minimum requirements) are as follows: and Executive Chairman6x annual base salary (other than the CEO)3x annual base salary Other senior executives2-3x annual base salary depending on levelThese executives have five years from the date they first become subject to a particular level of the guidelines or from the date of a material increase in their base salary to meet them. For purposes of complying with our guidelines, stock considered owned includes shares owned outright, shares acquired through the employee stock purchase plan, and 60% of unvested restricted stock and restricted stock units.The Company has a policy such that there is a holding period which requires that all of our NEOs hold all shares received (net of tax) from option or stock awards (including EPP awards) until their respective ownership guideline is met. All of our NEOs and other senior executives currently meet or are on track to meet their ownership guideline. The CompensationC&T Committee reviews compliance with the guidelines on an annual basis. Executives who are not in compliance with the guidelines may not sell stock without prior approval from our Chief Executive Officer, except for stock sales used to fund the payment of taxes and transaction costs incurred in connection with the exercise of options and the vesting of stock awards.Practices Regarding the Grant of Equity Awards.AwardsThe CompensationC&T Committee has generally followed a practice of making all option grants to executive officers on a single date each year. Prior to the relevant CompensationThe Committee meeting, the Compensation Committee reviews and approves an overall stock option pool for all participating employees (approximately 3,800 in 2013) and recommendations for individual option grants to executives. Based on this review, the Compensation Committee approves the overall pool and the individual option grants to executives.The Board grants these annual awards at its regularly-scheduled meeting in February. The February meeting usually occurs within 2 or 3a few weeks following our final earnings release for the previous fiscal year. We believe that it is appropriate thatfor annual awards to be made at ashortly after the time when material information regarding our performance for the preceding year has been disclosed. We do not otherwise have any program, plan or practice to time annual option grants to our executives in coordination with the release of material non-public information. EPP Awardsand annual RSU awards are granted at the same time as options.While most of our option awards to NEOs have historically been made pursuant to our annual grant program, the Compensation Committee and Board retain the discretion to make additional awards of options or restricted stock to executives at other times for recruiting or retention purposes. We do not have any program, plan or practice to time “off-cycle” awards in coordination with the release of material non-public information.All option awards made to our NEOs, or any of our other employees, are made pursuant to our LTIP. The exercise price of options under the LTIP is set at the closing trading price on the date of grant. We do not have any program, plan or practice of awarding options and setting the exercise price based on the stock’sclosing stock price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding, surrounding or following the grant date. All grants to NEOs are made by the Board itself and not pursuant to delegated authority. Pursuant to authority delegated by the Board and subject to the 2021 Proxy Statement 43 Compensation Committee-approved allocation, awards of options to employees below the executive level are made by our CEO or his delegates.Securities Trading Policy.PolicyOur securities trading policy prohibits our Directors, executives and other employees from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities. This includes “short sales” (selling borrowed securities which the seller hopes can be37Clawback Policies.We maintain clawback provisions relating to stock options, and AIP, awardsRSU and EPP awards. Under the clawback provisions for stock options, if an executive voluntarily leaves our employment to work for a competitor within one year after any option exercise, then the executive mustwould be required to repay to Kellogg any gains realized from such exercise (but reduced by any tax withholding or tax obligations). Beginning with our stock option grants in 2009, we have expanded the scope of our clawback provisions. In the event of certain violations of Kellogg policy and, in the case of executive officers,fraud or misconduct causing a financial restatement, any gains realized from the exercise of stock options are now subject to recoupment depending on the facts and circumstances of the event. Furthermore,Similarly, under our AIP, RSU and EPP terms and conditions, in the Compensation Committee approvedevent of fraud or misconduct causing a financial restatement, the AIP, RSU or EPP awards for the plan year of the restatement are subject to recoupment depending on the facts and circumstances of the event. Beginning in February 2010 similar clawback2018, we expanded our provisions in all equity awards to require forfeiture of awards before vesting and clawback after vesting or exercise if an executive violates the non-compete or non-solicitation provisions of the awards or an executive engages in any activity that is contrary or harmful to Kellogg’s AIP and EPP programs.Deductibility of Compensation and Other Related Issues.Section 162(m) of the Internal Revenue Code includes potential limitationsgenerally imposes a $1 million limit on the deductibility ofCompany’s deductions for compensation in excess of $1 million paid to the company’s CEO and three other most highly compensated executivespecified officers, (other thanincluding our principal financial officer) serving on the last day of the year. Based on the regulations issued by the Internal Revenue Service, we believe we have taken the necessary actions to ensure the deductibility of payments under the AIP and with respect to stock options and performance shares granted under our plans, whenever possible. We intend to continue to take the necessary actions to maintain the deductibility of compensation resulting from these types of awards. In contrast, restricted stock granted under our plans generally does not qualify as “performance-based compensation” under Section 162(m). Therefore, the vesting of restricted stock in some cases will result in a loss of tax deductibility of compensation. NEOs.While we view preservingconsider tax deductibility as an important objective, we believea factor in making compensation decisions, the primary purposeC&T Committee retains the flexibility to provide compensation that is consistent with the objectives of our executive compensation program, even if such compensation is not tax deductible. Further, the C&T Committee reserves the right to support our strategy andmodify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the long-term interests of our shareowners. In specific instances we have and in the future may authorize compensation arrangements that are not fully tax deductible but which promote other important objectives of Kellogg and of our executive compensation program.We requireIn 2020, we required any executive base salary above $950,000 (after pre-tax deductions for benefits and similar items) to be deferred into deferred stock units under our Executive Deferral Program. This policy ensures that all base salary will be deductible under Section 162(m) of the Internal Revenue Code. The deferred amounts are credited to an account in the form of units that are equivalent to the fair market value of our common stock. The units are payable in stock upon the executive’s termination fromend of employment. The only NEO affected by this policy in 20132020 was Mr. BryantCahillane, who deferred $113,000$304,854 of his salary.The CompensationC&T Committee also reviews projections of the estimated accounting (pro forma expense) and tax impact of all material elements of the executive compensation program. Generally, accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and Kellogg realizes a tax deduction upon the approval of the payout or payment to/realization byto the executive.3844 Kellogg Company As detailed in its charter, the Compensation Committee of the Board oversees our compensation program on behalf of the Board. In the performance of its oversight function, theExecutive Compensation Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.Based upon the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and our proxy statement to be filed in connection with our 2014 Annual Meeting of Shareowners, each of which will be filed with the SEC.COMPENSATION COMMITTEEJohn Dillon, ChairGordon GundAnn McLaughlin KorologosRogelio Rebolledo39Summary Compensation Table.The following narrative, tables and footnotes describe the “total compensation” earned during 2013, 2012 and 2011 by our NEOs. The total compensation presented below does not reflect the actual compensation received by our NEOs or the target compensation of our NEOs in 2013, 2012 and 2011. The actual value realized by our NEOs in 2013 from long-term incentives (options and 2010-2012 EPP) is presented in the Option Exercises and Stock Vested Table on page 49 of this proxy statement. Target annual and long-term incentive awards for 2013 are presented in the Grant of Plan-Based Awards Table beginning on page 44 of this proxy statement.The individual components of the total compensation calculation reflected in the Summary Compensation Table are broken out below:Salary. Base salary earnedSummary Compensation TableThe table below presents compensation information for individuals who served as our CEO and CFO during 2013. Refer to “Compensation Discussionfiscal 2020 and Analysis —Compensation Plans and Design — Base Salaries.”Bonus. We did not pay any discretionary bonuses to our NEOs in 2013. Each NEO (other than Mr. Davidson) earned an annual performance-based cash incentive under our AIP, as discussed below under “Non-Equity Incentive Plan Compensation.” Refer to “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives.”Stock Awards. The awards disclosed under the heading “Stock Awards” consist of EPP awards and restricted stock unit awards. The dollar amounts for the awards represent the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our annual Report on Form 10-K for the year ended December 28, 2013. Details about the EPP awards granted in 2013 are included in the Grant of Plan-Based Awards Table below. Refer to “Compensation Discussion and Analysis — Compensation Plans and Design — Long-Term Incentives” for additional information. The grant-date fair value of the stock-based awards will likely vary fromother three most highly-compensated individuals who were serving as executive officers at the actual amount the NEO receives. The actual value the NEO receives will depend on the numberend of shares earned and the price of our common stock when the shares vest.Option Awards. The awards disclosed under the heading “Option Awards” consist of annual option grants (each an “option”). The dollar amounts for the awards represent the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013. Details about the option awards made during 2013 are included in the Grant of Plan-Based Awards Table below. Refer to “Compensation Discussion and Analysis — Compensation Plans and Design — Long-Term Incentives — Stock Options” for additional information. The grant-date fair value of the stock option awards will likely vary from the actual value the NEO receives. The actual value the NEO receives will depend on the number of shares exercised and the price of our common stock on the date exercised.Non-Equity Incentive Plan Compensation. The amount of Non-Equity Incentive Plan Compensation consists of the Kellogg Senior Executive Annual Incentive Plan (“AIP”) awards granted and earned (if any) in 2013, 2012 and in 2011. At the outset of each year, the Compensation Committee grants AIP awards to the CEO, CFO and the other NEOs. Such awards are based on our performance each year and are paid in March following the completed year. For information on these awards refer to “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives.”Change in Pension Value. The amounts disclosed under the heading “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” represent the actuarial increase during 2013, 2012 and 2011 in thepension value provided under the pension plans. Kellogg does not pay above-market or preferential rates on non-qualified deferred compensation for employees, including the NEOs. A detailed narrative and tabular discussion40about our pension plans and non-qualified deferred compensation plans, our contributions to our pension plans and the estimated actuarial increase in the value of our pension plans are presented under the heading “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”All Other Compensation. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope and in 2013 were primarily comprised of relocation costs, retirement benefit contributions and the cost of death benefits.412013, 20122020, 2019 and 2011. Year Salary
($) Bonus
($) Stock
Awards
($)(1)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(4) All Other
Compensation
($)(5) Total ($) 2013 1,150,768 0 2,525,069 2,038,456 1,591,600 544,000 113,979 7,963,872 2012 1,076,932 0 1,621,356 1,789,974 1,089,000 929,000 112,039 6,618,301 2011 1,000,012 0 1,482,848 2,316,594 1,093,500 635,000 67,159 6,595,113 2013 638,462 0 1,011,372 469,119 689,000 1,207,000 127,403 4,142,356
Chief Financial Officer 2012 589,964 0 379,566 418,824 356,400 924,000 131,506 2,800,260 2011 542,632 0 362,368 566,580 405,700 709,000 110,668 2,696,948 2013 698,950 0 1,055,060 472,234 681,600 — (8) 1,515,908 4,423,752 2012 679,314 0 492,030 541,812 453,300 1,318,000 1,390,726 4,875,182 2013 635,228 0 865,383 312,746 532,400 — (8) 54,133 2,399,890 2012 582,346 0 342,078 375,058 328,800 452,000 68,554 2,148,836 2013 424,998 0 210,873 228,641 496,400 1,182,000 49,983 2,592,895 2013 587,783 0 551,514 (7) 593,719 0 — (8) 343,081 2,076,097 2012 713,622 0 571,692 (7) 629,344 583,600 1,688,000 198,644 4,384,902 Name and
Principal Position Year Salary($)(1)Bonus
($)StockAwards($)(2)(3) OptionAwards($)(4) Non-Equity
Incentive Plan
Compensation
($) Change in Pension Valueand Non-QualifiedDeferredCompensationEarnings($)(5) All OtherCompensation($)(6)Total
($) Steve Cahillane 2020 1,318,750 — 4,800,650 1,832,100 3,328,000 — 384,352 11,663,852 Chairman and Chief Executive Officer 2019 1,268,742 — 4,524,120 1,778,350 1,938,000 — 185,492 9,694,704 2018 1,250,002 — 4,477,410 2,384,096 1,725,000 — 153,484 9,989,992 Amit Banati 2020 783,654 — 1,733,004 330,675 1,240,000 — 293,728 4,381,061 Senior Vice President and Chief Financial Officer 2019 688,172 — 2,467,783 382,661 892,190 — 943,136 5,373,942 Chris Hood 2020 801,538 — 1,980,670 377,925 1,364,220 — 580,566 5,104,919 Senior Vice President, President, Kellogg North America 2019 755,008 — 1,364,712 539,678 845,880 — 482,313 3,987,591 2018 666,567 — 922,446 500,160 664,200 — 1,216,132 3,969,505 Gary Pilnick 2020 796,971 — 1,567,894 299,175 1,193,200 912,000 146,876 4,916,116 Vice Chairman, Corporate Development and Chief Legal Officer 2019 766,883 — 1,296,704 512,674 880,650 1,003,000 139,300 4,599,211 2018 744,998 — 1,157,121 631,452 833,625 24,000 82,400 3,473,596 Alistair Hirst 2020 689,327 — 1,050,941 200,400 979,200 630,000 139,722 3,689,590 Senior Vice President, Global Supply Chain 2019 658,749 — 955,526 377,789 568,575 1,374,000 143,111 4,077,750 2018 632,989 — 965,034 524,126 673,920 — (7) 72,633 2,868,702 (1)For fiscal year 2020, salary includes 53 weeks of pay. The Company’s fiscal year normally ends on the Saturday closest to December 31 and as a result, a 53rd week is added approximately every sixth year. The Company’s 2018 and 2019 fiscal years each contained 52 weeks. The Company’s 2020 fiscal year ended on January 2, 2021, and included a 53rd week. Amounts for 2018 and 2019 differ from previously reported salaries due to minor errors in calculating the historically reported amounts.(1)Reflects the grant-date fair value of stock awards calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013 for a discussion of the relevant assumptions used in calculating the fair value. The table below presents separately the grant-date fair value for our EPP awards and restricted stock unit awards:2021 Proxy Statement 45 Year EPP ($) Restricted Stock
Units ($) Total ($) 2013 2,525,069 0 2,525,069 2012 1,621,356 0 1,621,356 2011 1,482,848 0 1,482,848 2013 437,967 573,405 1,011,372 2012 379,566 0 379,566 2011 362,368 0 362,368 2013 437,967 617,093 1,055,060 2012 492,030 0 492,030 2011 410,048 0 410,048 2013 291,978 573,405 865,383 2012 342,078 0 342,078 2011 300,384 0 300,384 2013 210,873 0 210,873 2013 551,514 0 551,514 2012 571,692 0 571,692 2011 519,712 0 519,712 42Compensation(2)Reflects the aggregate grant-date fair value of stock awards calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 for a discussion of the relevant assumptions used in calculating the fair value. The table below presents separately the grant-date fair value for our EPP awards and restricted stock unit awards:Name Year EPP ($) RSU ($) Total ($) Steve Cahillane 2020 4,800,650 — 4,800,650 2019 4,524,120 — 4,524,120 2018 4,477,410 — 4,477,410 Amit Banati 2020 1,155,118 577,886 1,733,004 2019 811,250 1,656,533 2,467,783 Chris Hood 2020 1,320,228 660,442 1,980,670 2019 1,144,600 220,112 1,364,712 2018 782,460 139,986 922,446 Gary Pilnick 2020 1,045,044 522,850 1,567,894 2019 1,087,370 209,334 1,296,704 2018 985,320 171,801 1,157,121 Alistair Hirst 2020 700,409 350,532 1,050,941 2019 801,220 154,306 955,526 2018 818,685 146,349 965,034 (3)The actual EPP payout can range from 0% to 200% of the target. If the highest level of performance conditions are achieved, then the grant-date fair value of the stock awards for each NEO is as follows, Mr. Cahillane $9,601,300, $9,048,240 and $8,954,820, for 2020, 2019 and 2018 respectively; Mr. Banati: $2,310,236 and $1,622,500 for 2020 and 2019 respectively; Mr. Hood: $2,640,456, $2,289,200, and $1,564,920, for 2020, 2019, and 2018 respectively; Mr. Pilnick: $2,090,088, $2,174,740, and $1,970,640, for 2020, 2019, and 2018, respectively; and Mr. Hirst: $1,400,818, $1,602,440 and $1,637,370, for 2020, 2019, and 2018 respectively.(4)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO for stock option grants. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 for a discussion of the relevant assumptions used in calculating the grant-date fair value.(5)Represents the actuarial increase during 2020, 2019 and 2018 in the pension value provided under the U.S. Pension Plans for each NEO as we do not pay above-market or preferential earnings on non-qualified deferred compensation. As of December 31, 2018, the Company’s defined benefit pension plans were frozen so that impacted employees accrue no additional benefits under these plans after December 31, 2018. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. A variety of factors impact the actuarial increase in present value (pension value). In 2020, the primary factors impacting the pension value is changes in age, mortality assumption, and discount rate. Mr. Cahillane, Mr. Hood, and Mr. Banati are not participants in the defined benefit pension plans.(6)The table below presents an itemized account of “All Other Compensation” provided in 2020 to the NEOs. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope and in 2020 were comprised of domestic and international relocation, Company retirement benefit contributions, and the cost of death benefits. On certain occasions, an NEO's spouse or other family member fly on chartered aircraft as additional passengers. An NEO must fully reimburse the Company for any incremental cost of additional passengers.Name Kellogg Contributions to
S&I and Restoration Plans
(a)($)Company Paid
Death Benefit
(b)($)Financial Planning
Assistance
(c)($)Physical
Exams
(d)($)Relocation and
Assignment
(e)($)Severance
Benefit
(f)($)Total
($)Steve Cahillane 171,343 4,930 6,000 7,192 194,887 — 384,352 Amit Banati 91,861 2,939 3,599 4,295 191,034 — 293,728 Chris Hood 126,389 3,015 5,922 5,513 439,727 — 580,566 Gary Pilnick 117,751 23,125 6,000 — — — 146,876 Alistair Hirst 104,727 28,995 6,000 — — — 139,722 (a)For information about our Savings & Investment Plan and Restoration Plan and the Pringles Savings & Investment Plan, refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans — Defined Contribution Plans” beginning on page 52.(b)Annual cost for Kellogg-paid life insurance, Kellogg-paid accidental death and dismemberment, and Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees).(c)Reflects reimbursement for financial and tax planning assistance.(d)Actual cost of a physical health exam.(e)As a global organization, senior executives are located in key business centers around the world. To facilitate the assignment of experienced employees to support the business, we provide for the reimbursement of certain expenses incurred as a result of their international relocation and assignment. The objective of this program is to manage through disruption and ensure that the employees not be financially disadvantaged or advantaged in a meaningful way as a result of the relocation.(2)If the highest level of performance conditions are achieved, then the grant-date fair value of the EPP awards for each NEO is as follows, Mr. Bryant: $5,050,138, $3,242,712 and $2,965,696 for 2013, 2012, and 2011, respectively; Mr. Dissinger, $875,934, $759,132 and $724,736 for 2013, 2012, and 2011, respectively; Mr. Norman: $875,934, $984,060 and $820,096 for 2013, 2012, and 2011, respectively; Mr. Pilnick: $583,956, $684,156 and $600,768 for 2013, 2012, and 2011, respectively; and Mr. Hirst: $421,746 for 2013. Mr. Davidson forfeited these EPP awards and will not receive any payment, but if he had and the highest level of performance conditions are achieved, then the grant-date fair value of the EPP awards is: $1,103,028, $1,143,384, and 1,039,424 for 2013, 2012, and 2011, respectively.46 Kellogg Company (3)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO for stock option grants. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013 for a discussion of the relevant assumptions used in calculating the grant-date fair value.(4)Solely represents the actuarial increase during 2013 (for 2013 compensation), 2012 (for 2012 compensation) and 2011 (for 2011 compensation) in the pension value provided under the U.S. Pension Plans for each NEO as we do not pay above-market or preferential earnings on non-qualified deferred compensation. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. A variety of factors impact the actuarial increase in present value (pension value). Factors typically impacting the pension value include service accruals during the year, increases in pay, changes in the discount rate and employment agreements.(5)The table below presents an itemized account of “All Other Compensation” provided in 2013 to the NEOs, regardless of the amount and any minimal thresholds provided under the SEC rules and regulations. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope. Kellogg
Contributions
to S&I and
Restoration
Plans(a) ($) Company
Paid
Death
Benefit(b)
($) Financial
Planning
Assistance(c)
($) Non-Business
Aircraft
Usage(d) ($) Physical
Exams(e)
($) International
Relocation and
Assignment(f)
($) Severance
($) Total
($) 89,591 15,032 2,500 0 6,856 0 0 113,979 39,794 75,846 6,000 0 5,763 0 0 127,403 47,147 8,540 6,000 0 0 1,454,221 0 1,515,908 38,561 6,872 6,000 0 2,700 0 0 54,133 28,441 6,487 2,548 0 12,507 0 0 49,983 46,855 15,562 6,000 12,404 7,260 0 255,000 343,081 (a)For information about our Savings & Investment Plan and Restoration Plan, refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans — Non-Qualified Deferred Compensation” beginning on page 52.(b)Annual cost for Kellogg-paid life insurance, Kellogg-paid accidental death and dismemberment, Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees). This benefit has not been provided to new participants after December 31, 2010.(c)Reflects reimbursement for financial and tax planning assistance.(d)The 2013 amount for Mr. Davidson is the incremental cost of a flight relating to a personal event. The incremental cost of Kellogg aircraft used for a non-business flight is calculated by multiplying the aircraft’s hourly variable operating cost by a trip’s flight time, which includes any flight time of an empty return flight. Variable operating costs include: (1) landing, parking, passenger ground transportation, crew travel and flight planning services expenses; (2) supplies, catering and crew traveling expenses; (3) aircraft fuel and oil expenses; (4) maintenance, parts and external labor43(inspections and repairs); and (5) any customs, foreign permit and similar fees. Fixed costs that do not vary based upon usage are not included in the calculation of direct operating cost. On certain occasions, an NEO or an NEO’s spouse or other family member may fly on the corporate aircraft as additional passengers. No additional direct operating cost is incurred in such situations under the foregoing methodology because the costs would not be incremental. Kellogg does not pay its NEOs any amounts in respect of taxes (so called gross up payments) on income imputed to them for non-business aircraft usage.(e)Actual cost of a physical health exam.(f)As a global organization, senior executives are located in key business centers around the world. To facilitate the assignment of experienced employees to support the business, we provide for the reimbursement of certain expenses incurred as a result of their international relocation and assignment. The objective of this program is to manage through disruption and ensure that the employees not be financially disadvantaged or advantaged in a meaningful way as a result of the relocation. Mr. Norman was relocated to our offices in Switzerland in September 2012 to manage our European operations. The payment of the following expenses is pursuant to our reimbursement policy on relocation and temporary international assignment, applicable to eligible employees who relocate at the request of Kellogg: annual temporary assignment relocation payments and allowances ($609,656) to address the incremental costs of housing, living, transportation, dependent education and other associated costs; and tax equalization and gross-up payments ($844,565) to ensure that Mr. Norman bears a tax burden that would be comparable to his U.S. tax burden on income that is not related to the international relocation and temporary assignment. Mr. Norman remains financially responsible for the amount of taxes he would have incurred if he had continued to live and work in the U.S.(g)Pursuant to an Agreement entered into in August, 2013, Mr. Davidson will receive pay (salary and target bonus) and benefits over a two year period under the Kellogg Company Severance Benefit Plan, subject to his compliance with certain restrictive covenants. The amount which was paid to Mr. Davidson in 2013 is set forth in the table. See “Potential Post-Employment Payments” below for additional information.(6)Mr. Davidson departed Kellogg Company effective October 1, 2013. He forfeited and did not receive any 2013 AIP in connection with his departure from Kellogg.(7)These entries in the table reflect the granting of EPP awards. Mr. Davidson subsequently forfeited and will not receive any payout under the 2013-2015, 2012-2014, 2011-2013 EPP in connection with his departure from Kellogg.(8)Due to the increase in fiscal year-end discount rates from 2012 to 2013, the actuarial value of the pensions for Mr. Norman and Mr. Pilnick decreased by $370,000 and $95,000, respectively, during 2013. For a similar reason, and also as a result of Mr. Davidson’s departure from the Company, the actuarial value of his pension decreased by $2,584,000 in 2013.CompensationThe payment of the following expenses to Mr. Cahillane are pursuant to our reimbursement policy on domestic relocation: relocation-related payments ($193,729) to relocate Mr. Cahillane; and payments of ($1,158) to offset individual income taxes due by Mr. Cahillane for expenses incurred with his relocation.The payment of the following expenses to Mr. Banati are pursuant to our reimbursement policy on international relocation: relocation-related payments ($85,524) to relocate Mr. Banati to the United States and finalize ongoing expatriate costs associated with his assignment in Singapore; and tax equalization payments ($105,510) to ensure that Mr. Banati’s tax burden for his service in Singapore prior to becoming our Chief Financial Officer was comparable to the amount of taxes he would have incurred if he did not relocate to the United States.The payments related to Mr. Hood are pursuant to our reimbursement policy on relocation and temporary international assignment, applicable to eligible employees who relocate at the request of Kellogg. The payment of the following expenses are pursuant to our reimbursement policy on relocation and temporary international assignment: relocation related payments ($9,559) to relocate Mr. Hood back to the United States and finalize ongoing expatriate costs associated with assignment in Switzerland; and tax equalization and other payments ($430,168) to ensure that Mr. Hood bears a tax burden that would be comparable to his U.S. tax burden on income that is not related to the international relocation and temporary assignment. Mr. Hood remains financially responsible for the amount of taxes he would have incurred if he had continued to live and work in the U.S.In addition to the foregoing compensation, the NEOs also participated in health and welfare benefit programs, including vacation and medical, dental, prescription drug and disability coverage. These programs are generally available and comparable to those programs provided to all U.S. salaried employees.(7)The actuarial value of pension for Mr. Hirst decreased by $77,000 for 2018 as a result of his continuing active employment despite his eligibility for an unreduced benefit.Grant of Plan-Based Awards Table.During 2013,2020, we granted the following plan-based awards to our NEOs:2013•2020 AIP grants (annual cash performance-based awardsawards) paid in March 2014);2013-2015•2020-2022 EPP grants (multi-year stock performance-based awards); andgrants in the case of Messrs. Dissinger, Norman, and Pilnick.44Information with respect to each of these awards on a grant-by-grant basis is set forth in the table below. For a detailed discussion of each of these awards and their material terms, refer to “Executive Compensation —Summary— Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design” above. Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards Estimated Future
Payouts Under Equity
Incentive Plan Awards All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) Exercise or
Base Price
of Option
Awards
($/Sh) Grant-date
Fair Value
of Stock
and
Option
Awards ($) Grant
Date Thresh-
old
($) Target
($) Max-
imum
($) Thresh-
old (#) Target
(#) Max-
imum
(#) 2/22/2013 327,200 60.01 2,038,456 (1) 0 1,749,000 3,498,000 2/22/2013 0 46,700 93,400 2,525,069 (3) 2/22/2013 75,300 60.01 469,119 (1) 0 650,000 1,300,000 2/22/2013 0 8,100 16,200 437,967 (3) 9/20/2013 10,500 573,405 2/22/2013 75,800 60.01 472,234 (1) 0 702,600 1,405,200 2/22/2013 0 8,100 16,200 437,967 (3) 9/20/2013 11,300 617,093 2/22/2013 50,200 60.01 312,746 (1) 0 585,000 1,170,000 2/22/2013 0 5,400 10,800 291,978 (3) 9/20/2013 10,500 573,405 2/22/2013 36,700 60.01 228,641 (1) 0 352,000 704,000 2/22/2013 0 3,900 7,800 210,873 (3) 2/22/2013 95,300 60.01 593,719 (1) 0 880,000 1,760,000 2/22/2013 0 10,200 20,400 551,514 (3) (1)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013. The grant-date fair value of the stock option awards will likely vary from the actual value the NEO receives. The actual value the NEO receives will depend on the number of shares exercised and the price of our common stock on the date exercised.2021 Proxy Statement 47 CompensationName Grant Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)Estimated Future
Payouts Under Equity
Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units
(#)All Other Option Awards: Number of Securities Underlying Options
(#)Exercise or Base Price of Option Awards
($/Sh)Grant-date
Fair Value
of Stock
and Option Awards
($)Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Steve Cahillane Stock options 2/21/2020 244,280 65.52 1,832,100 (2) 2020 AIP — 2,080,000 4,160,000 2020-22 EPP 2/21/2020 — 73,270 146,540 4,800,650 (3) Amit Banati Stock options 2/21/2020 44,090 65.52 330,675 (2) 2020 AIP — 775,000 1,550,000 2020-22 EPP 2/21/2020 — 17,630 35,260 1,155,118 (3) 2020 RSU(4)2/21/2020 8,820 577,886 (5) Chris Hood Stock options 2/21/2020 50,390 65.52 377,925 (2) 2020 AIP — 874,500 1,749,000 2020-22 EPP 2/21/2020 — 20,150 40,300 1,320,228 (3) 2020 RSU(4)2/21/2020 10,080 660,442 (5) Gary Pilnick Stock options 2/21/2020 39,890 65.52 299,175 (2) 2020 AIP — 745,750 1,491,500 2020-22 EPP 2/21/2020 — 15,950 31,900 1,045,044 (3) 2020 RSU(4)2/21/2020 7,980 522,850 (5) Alistair Hirst Stock options 2/21/2020 26,720 65.52 200,400 (2) 2020 AIP — 612,000 1,224,000 2020-22 EPP 2/21/2020 — 10,690 21,380 700,409 (3) 2020 RSU(4)2/21/2020 5,350 350,532 (5) (1)Represents estimated possible payouts on the grant date for annual performance cash awards granted in 2020 under the 2020 AIP for each of our NEOs. The actual amount of AIP paid can range from 0% to 200% of the target. The AIP is an annual cash incentive opportunity and, therefore, these awards are earned in the year of grant. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts related to the 2020 AIP. See also “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives” for additional information about the 2020 AIP.(2)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the stock option awards will likely vary from the actual value the NEO receives, which will depend on the number of shares exercised and the price of our common stock on the date exercised.(2)Represents estimated possible payouts on the grant date for annual performance cash awards granted in 2013 under the 2013 AIP for each of our NEOs. The AIP is an annual cash incentive opportunity and, therefore, these awards are earned in the year of grant. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts related to the 2013 AIP. See also “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives” for additional information about the 2013 AIP.48 Kellogg Company (3)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 28, 2013. This grant-date fair value assumes that each participant earns the target EPP award (i.e., 100% of EPP target). The actual value the NEO receives will depend on the number of shares earned and the price of our common stock when the shares vest.(4)Mr. Davidson forfeited and did not receive any 2013-2015 EPP.45Compensation(3)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. This grant-date fair value assumes that each participant earns the target EPP award (i.e., 100% of EPP target). The actual value the NEO receives will depend on the number of shares earned and the price of our common stock when the shares vest.(4)The restricted stock units will vest in full on February 21, 2023, the third anniversary of the grant date.(5)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the restricted stock units will likely vary from the actual value the NEO receives, which will depend on the value of the shares upon vesting.Outstanding Equity Awards at Fiscal Year-End Table.The following equity awards granted to our NEOs were outstanding as of the end of fiscal 2013:Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable(1)Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable(2)EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)(3)OptionExercisePrice($)(4)OptionExpirationDate(5)Numberof Sharesor Units ofStock ThatHave NotVested(#)(6)MarketValue ofShares orUnits ofStock ThatHave NotVested($)(7)EquityIncentivePlan Awards:Number ofUnearnedShares, Unitsor OtherRights ThatHave NotVested(#)(8)EquityIncentivePlan Awards:Market orPayout Valueof UnearnedShares, Unitsor Other RightsThat Have NotVested($)(9)Steve Cahillane Stock Options 152,534 76,266 (10) 69.66 2/16/2028 85,170 170,340 (11) 56.73 2/22/2029 — 244,280 (12) 65.52 2/21/2030 2018-20 EPP(13)123,600 7,691,628 2019-21 EPP 165,020 10,269,195 2020-22 EPP 151,858 9,450,123 Amit Banati Stock Options 8,967 — 59.95 2/21/2024 19,500 — 64.09 2/20/2025 30,600 — 75.52 2/19/2026 29,200 — 72.90 2/17/2027 26,134 13,066 (10) 69.66 2/16/2028 18,326 36,654 (11) 56.73 2/22/2029 — 44,090 (12) 65.52 2/21/2030 RSU(14)13,899 864,935 RSU(15)25,627 1,594,768 2018-20 EPP(13)17,600 1,095,248 2019-21 EPP 29,590 1,841,386 2020-22 EPP 36,540 2,273,884 Chris Hood Stock Options 41,100 — 60.01 2/22/2023 39,200 — 59.95 2/21/2024 34,300 — 64.09 2/20/2025 49,000 — 75.52 2/19/2026 42,800 — 72.90 2/17/2027 32,000 16,000 (10) 69.66 2/16/2028 25,846 51,694 (11) 56.73 2/22/2029 — 50,390 (12) 65.52 2/21/2030 RSU(16)16,821 1,046,771 2018-20 EPP(13)21,600 1,344,168 2019-21 EPP 41,750 2,598,103 2020-22 EPP 41,762 2,598,849 2021 Proxy Statement 49 CompensationOption Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable(1)Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable(2)EquityIncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#)(3)OptionExercisePrice($)(4)OptionExpirationDate(5)Numberof Sharesor Units ofStock ThatHave NotVested(#)(6)MarketValue ofShares orUnits ofStock ThatHave NotVested($)(7)EquityIncentivePlan Awards:Number ofUnearnedShares, Unitsor OtherRights ThatHave NotVested(#)(8)EquityIncentivePlan Awards:Market orPayout Valueof UnearnedShares, Unitsor Other RightsThat Have NotVested($)(9)Gary Pilnick Stock Options 50,200 — 60.01 2/22/2023 64,800 — 59.95 2/21/2024 49,300 — 64.09 2/20/2025 62,200 — 75.52 2/19/2026 54,100 — 72.90 2/17/2027 40,400 20,200 (10) 69.66 2/16/2028 24,553 49,107 (11) 56.73 2/22/2029 — 39,890 (12) 65.52 2/21/2030 RSU(17)14,940 929,716 2018-20 EPP(13)27,200 1,692,656 2019-21 EPP 39,662 2,468,166 2020-22 EPP 33,058 2,057,199 Alistair Hirst Stock Options 36,700 — 60.01 2/22/2023 57,700 — 59.95 2/21/2024 41,800 — 64.09 2/20/2025 41,100 — 75.52 2/19/2026 36,000 — 72.90 2/17/2027 33,534 16,766 (10) 69.66 2/16/2028 18,093 36,187 (11) 56.73 2/22/2029 — 26,720 (12) 65.52 2/21/2030 RSU(18)10,771 670,279 2018-20 EPP (13)22,600 1,406,398 2019-21 EPP 29,224 1,818,610 2020-22 EPP 22,156 1,378,768 Stock Options (disclosed(1)On an award-by-award basis, the number of securities underlying unexercised options that are exercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(2)On an award-by-award basis, the number of securities underlying unexercised options that are unexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(3)On an award-by-award basis, there were no shares underlying unexercised options awarded under the “Option Awards” columns). Represents annualany equity incentive plan that have not been earned.(4)The exercise price for each option grants madereported in FebruaryColumns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(5)The expiration date for each year to our NEOs.Restricted Stockoption reported in Columns 1 and Restricted Stock Units (disclosed under the “Stock Awards” columns). On September 20, 2013, Messrs. Norman, Dissinger2 — “Number of Securities Underlying Unexercised Options” and Pilnick each received a grantColumn 3 — “Number of performance-based restricted stock units. Securities Underlying Unexercised Unearned Options.”50 Kellogg Company Compensation(6)The awards will vest in full on the third anniversarytotal number of the grant date, but only if Kellogg exceeds a minimum diluted earnings per share threshold measured on a cumulative basis commencing at the beginning of the fourth quarter of fiscal 2013 and ending at the end of the third quarter of fiscal 2016. If vested, the awards are paid in shares of stock that have not vested and that are not reported in Column 8 — “Number of Unearned Shares, Units or Other Rights That Have Not Vested.”(7)Represents the number of shares of stock that have not vested and that are not reported in Column 9 - “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of our common stock at the end of the performance period.2011-2013 EPP Grants (disclosed under the “Stock Awards” columns). The 2011-2013 EPP cycle began on January 2, 2011 (firstDecember 31, 2020 (the last trading day of fiscal 2011) and concluded on December 28, 2013 (last day2020).(8)Represents the “maximum” number of fiscal 2013). Dividends are not paid on unvestedshares that could be earned under outstanding EPP awards. The 2011-2013 awards, are based on internal net sales growth and internal operating profit growth.including dividend equivalent units accrued as of January 2, 2021. The ultimate valuenumber of shares issued under the EPP awards will depend on the number of shares earned and the price of our common stock aton the timeactual vesting date. For additional information with respect to these awards, are issued. Seerefer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design — Long-Term Incentives — Executive Performance Plan — 2011-2013 EPP” for additional information, includingDesign.”(9)Represents the actual amount“maximum” number of shares that could be earned under outstanding EPP awards multiplied by the awards that vested February 21, 2014.2012-2014 EPP Grants (disclosed under the “Stock Awards” columns). The 2012-2014 EPP cycle beganclosing price of our common stock on December 30, 2011 (first31, 2020 (the last trading day of fiscal 2012) and concludes on January 3, 2015 (last day of fiscal 2014)2020). Dividends are not paid on unvested EPP awards. The 2012-2014 awards are based on internal net sales growth and internal operating profit growth. The ultimate value of the EPP awards will depend on the number of shares earned and the price of our common stock at the time awards are issued.2013-2015 EPP Grants (disclosed under the “Stock Awards” columns). The 2013-2015 EPP cycle began on December 29, 2012 (first day of fiscal 2013) and concludes on January 2, 2016 (last day of fiscal 2015). Dividends are not paid on unvested EPP awards. The 2013-2015 awards are based on internal net sales growth and internal operating profit growth. The ultimate value of the awards will depend on the numberactual vesting date.(10)One-third of shares earnedthese options vested on February 16, 2019; one-third vested on February 16, 2020; and one-third vested on February 16, 2021.(11)One-third of these options vested on February 22, 2020, one-third vested on February 22, 2021 and one-third will vest on February 22, 2022(12)One-third of these options vested on February 21, 2021; one-third will vest on February 21, 2022; and one-third will vest on February 21, 2023.(13)Vested on February 19, 2021; for actual payout amounts see the price of our common stock at the time2018-2020 EPP table on page 42.(14)These RSUs will vest on February 16, 2021 (1,800 units), February 22, 2022 (2,959 units), and February 21, 2023 (9,140 units). February 22, 2019 and February 21, 2020 awards are issued.outstanding include accrued dividend equivalent units.46 Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1) Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(2) Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)(3) Option
Exercise
Price
($)(4) Option
Expiration
Date(5) Number of
Shares or
Units of Stock
That Have Not
Vested (#)(6) Market Value
of Shares
or Units
of Stock
That Have
Not Vested
($)(7) Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights That
Have Not Vested
(#)(8) Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)(9) 105,000 0 44.46 2/17/2016 82,700 0 49.78 2/16/2017 83,000 0 51.04 2/22/2018 150,400 0 40.17 2/20/2019 150,400 0 53.20 2/19/2020 193,533 96,767 (11) 53.01 2/18/2021 107,700 215,400 (12) 52.53 2/17/2022 — 327,200 (13) 60.01 2/22/2023 0 0 62,200 3,792,956 69,200 4,219,816 93,400 5,695,532 12,000 0 44.04 2/18/2015 11,300 0 44.46 2/17/2016 16,700 0 49.78 2/16/2017 18,100 0 51.04 2/22/2018 20,000 0 40.17 2/20/2019 56,100 0 53.20 2/19/2020 47,333 23,667 (10) 53.01 2/18/2021 25,200 50,400 (11) 52.53 2/17/2022 — 75,300 (12) 60.01 2/22/2023 10,500 640,290 15,200 926,896 16,200 987,876 16,200 987,876 48,000 0 49.78 2/16/2017 44,700 0 51.04 2/22/2018 73,400 0 53.20 2/19/2020 53,466 26,734 (10) 53.01 2/18/2021 32,600 65,200 (11) 52.53 2/17/2022 0 75,800 (12) 60.01 2/22/2023 11,300 689,074 17,200 1,048,856 21,000 1,280,580 16,200 987,876 46,700 0 49.78 2/16/2017 46,900 0 51.04 2/22/2018 46,900 0 40.17 2/20/2019 46,900 0 53.20 2/19/2020 39,333 19,667 (10) 53.01 2/18/2021 22,566 45,134 (11) 52.53 2/17/2022 0 50,200 (12) 60.01 2/22/2023 10,500 640,290 12,600 768,348 14,600 890,308 10,800 658,584 13,000 0 49.78 2/16/2017 9,100 0 51.04 2/22/2018 9,100 0 53.20 2/19/2020 7,933 3,967 (10) 53.01 2/18/2021 6,433 12,867 (11) 52.53 2/17/2022 0 36,700 (12) 60.01 2/22/2023 13,357 814,510 2,600 158,548 4,200 256,116 7,800 475,644 41,500 0 51.04 2/22/2018 77,300 0 53.20 2/19/2020 67,666 33,834 (10) 53.01 2/18/2021 37,866 75,734 (11) 52.53 2/17/2022 0 95,300 (12) 60.01 2/22/2023 0 0 0 0 0 0 0 0 47(1)On an award-by-award basis, the number of securities underlying unexercised options that are exercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(2)On an award-by-award basis, the number of securities underlying unexercised options that are unexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(3)On an award-by-award basis, there were no shares underlying unexercised options awarded under any equity incentive plan that have not been earned.(4)The exercise price for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(5)The expiration date for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”(6)The total number of shares of stock that have not vested and that are not reported in Column 8 — “Number of Unearned Shares, Units or Other Rights That Have Not Vested.”(7)Represents the number of shares of stock that have not vested and that are not reported in Column 9 — “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of our common stock on December 27, 2013 (the last trading day of fiscal 2013).(8)Represents the “maximum” number of shares that could be earned under outstanding EPP awards. The cycle for the 2011-2013 EPP grants concluded on December 28, 2013, the cycle for the 2012-2014 EPP grants concludes on January 3, 2015 and the cycle for the 2013-2015 EPP grants concludes on January 2, 2016. The ultimate number of shares issued under the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date. For additional information with respect to these awards, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design.”(9)Represents the “maximum” number of shares that could be earned under outstanding EPP awards multiplied by the closing price of our common stock on December 27, 2013 (the last trading day of fiscal 2013). The ultimate value of the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date.(10)One-third of these options vested on February 18, 2012; one-third vested on February 18, 2013; and one-third vested on February 18, 2014.(11)One-third of these options vested on February 17, 2013; one-third vested on February 17, 2014; and one-third will vest on February 17, 2015.(12)One-third of these options vested on February 22, 2014; one-third will vest on February 22, 2015; and one-third will vest on February 22, 2016.(13)Vested on or about February 21, 2014. For actual payout amounts, see the 2011-2013 EPP table on page 35.(14)The restricted stock will vest in full on December 19, 2017, the fifth anniversary of the grant date.(15)The restricted stock units will vest in full on September 20, 2016, the third anniversary of the grant date, but only if Kellogg exceeds a minimum diluted earnings per share threshold measured on a cumulative basis commencing at the beginning of the fourth quarter of fiscal 2013 and ending at the end of the third quarter of fiscal 2016. If these performance thresholds are met, the awards are paid in shares of common stock at the end of the performance period.(16)Mr. Davidson forfeited all of his outstanding EPP awards in connection with his departure from Kellogg.48(15)These RSUs will vest on August 5, 2022 (25,627 units) and include accrued dividend equivalent units.(16)These RSUs will vest on February 16, 2021 (2,200 units), February 22, 2022 (4,175 units), and February 21, 2023 (10,446 units). February 22, 2019 and February 21, 2020 awards outstanding include accrued dividend equivalent units.(17)These RSUs will vest on February 16, 2021 (2,700 units), February 22, 2022 (3,971 units), and February 21, 2023 (8,270 units). February 22, 2019 and February 21, 2020 awards outstanding include accrued dividend equivalents.(18)These RSUs will vest on February 16, 2021 (2,300 units), February 22, 2022 (2,927 units), and February 21, 2023 (5,544 units). February 22, 2019 and February 21, 2020 awards outstanding includes accrued dividend equivalents.Option Exercises and Stock Vested Table.With respect to our NEOs, this table shows the stock options exercised by such officers during 20132020 (disclosed under the “Option Awards” columns). The dollar value reflects the totalpre-tax value realized by such officers (Kellogg stock price at exercise minus the option’s exercise price), not the grant-date fair value disclosed elsewhere in this proxy statement. Value from these option exercises were onlyThe table represents value realized to the extent our stock price increased relative to the stock price at grant (exercise price). Theseon options that have been granted to the NEOs since 2004. Consequently, the value realized by the executives upon exercise of the options was actually earned over a period of up to 10 years. This table also shows the stock awards paid out under the 2010-2012 EPP and vesting of a restricted stock award. 2008.The 2010-20122017-2019 EPP cycle began on January 3, 20101, 2017 (first day of fiscal 2010)2017) and concluded on December 29, 201228, 2019 (last day of fiscal 2012)2019). Although the performance period ended on December 29, 2012,28, 2019, each NEO had to be actively employed by Kellogg on the date the awards vested (February 22, 2013)21, 2020) in order to receive the payout. Option Awards Stock Awards(1) Number of Shares
Acquired on
Exercise (#) Value Realized on
Exercise ($) Number of Shares
Acquired on
Vesting (#) Value Realized on
Vesting ($) 305,568 4,525,678 0 0 7,500 175,450 0 0 57,700 1,119,599 0 0 96,400 1,572,467 11,000 660,110 34,690 613,191 400 24,004 122,300 2,084,665 0 0 (1)Includes the payout of the 2010-2012 EPP award to Mr. Hirst in February 2013 and the vesting of restricted stock awarded to Mr. Pilnick in 2010. Does not reflect the payout of 2011-2013 EPP awards. The 2011-2013 EPP cycle began on January 2, 2011 (first day of fiscal 2011) and concluded on December 28, 2013 (last day of fiscal 2013). Although the performance period ended on December 28, 2013, each NEO had to be actively employed by Kellogg on the date the awards vested (February 21, 2014) in order to be eligible to receive a payout. See “Compensation Discussion and Analysis — Compensation Plans and Design —Long-Term Incentives — Executive Performance Plan — 2011-2013 EPP” and “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for additional information.49RETIREMENT AND NON-QUALIFIED DEFINED CONTRIBUTION ANDDEFERRED COMPENSATION PLANSOur CEO, CFO and other NEOs are eligible to participatereceive a payout.Option Awards Stock Awards(1)Name Number of SharesAcquired on Exercise(#)Value Realized onExercise($)Number of SharesAcquired on Vesting(#)Value Realized onVesting($)Steve Cahillane — — 47,350 3,064,019 Amit Banati — — 7,240 477,212 Chris Hood — — 10,540 694,742 Gary Pilnick — — 13,380 881,914 Alistair Hirst — — 8,890 585,977 (1)Does not reflect the payout of 2018-2020 EPP awards. The 2018-2020 EPP cycle concluded on January 2, 2021 (last day of fiscal 2020). Each NEO had to be actively employed by Kellogg on the date the awards vested (February 19, 2021) in Kellogg-provided pension plans which provide benefits based on years of serviceorder to be eligible to receive a payout. See “Compensation Discussion and pay (salary plus annual incentive) to a broad base of employees. TheseAnalysis — Compensation Plans and Design — Long-Term Incentives — Executive Performance Plan — 2018-2020 EPP” and “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for additional information.2021 Proxy Statement 51 CompensationRetirement and Non-Qualified Defined Contribution and Deferred Compensation PlansOur NEOs are eligible to receive market-basedretirement benefits when they retire from Kellogg. The CompensationC&T Committee utilizes survey information for Fortune 500 companies as well as an industry survey preparedand our peer group compiled by Aon Hewitt, Willis Towers Watson, and Mercer to help determine the appropriate level of benefits. The Aon Hewitt survey contains detailed retirement income benefit practices for a broad-based group of consumer products companies, which includes Kellogg, the companies in our compensation peer group (other than The Coca-Cola Co., who didn’t participate in the survey) and the following additional consumer products companies: Armstrong World Industries, Inc., Johnson & Johnson, S.C. Johnson Consumer Products, L’Oreal USA, Inc., McCormick & Company, Inc., The Procter & Gamble Co., Nestle USA, Inc., Reynolds American, Inc. and Unilever United States, Inc. Rather than commissioning a customized survey, the CompensationC&T Committee uses the same survey information used by Kellogg to set these benefits for all U.S. salaried employees. Since ourOur NEOs participate in the same plans (with exceptions noted) as all of our eligible U.S. salaried employees, leveraging these survey data is a cost-effective way to set these benefits. Based on the industry survey, the Compensation Committee targets the median retirement income replacement among similarly situated executives.employees. The targeted amount of the total retirement benefitsbenefit is provided through a combination of qualified and non-qualified defined contribution savings and investment plans, and qualified and non-qualified defined benefit pension plans. TheEligibility for the different plans are designed to provide an appropriate level of replacement income upon retirement. These benefits consist of:annual accruals under our pension plans; anddeferralsprovided by the executive of salary and annual incentives, and matching contributionsKellogg varies by us, under our savings and investment plans.Both our U.S. pension program and ourOur U.S. savings and investment program includeincludes a non-qualified restoration plansplan for our U.S. executives, which allowallows us to provide benefits comparable to those which would be available under our IRS qualified plans if the IRS regulations did not include limits on covered compensation and benefits. We refer to these plansthis plan as a “restoration plans”plan” because they restoreit restores benefits that would otherwise be available under the plans in which substantially all of our U.S. salaried employees are eligible to participate. These plans useplan. This plan uses the same benefit formulas as our broad-based IRS qualified plans, and use the same typestype of compensation to determine benefit amounts.Amounts earned under long-term incentive programs such as EPP, gains from stock options and awards of restricted stock and restricted stock units are not included when determining retirement benefits for any employee (including executives). We do not pay above-market interest rates on amounts deferred under our savings and investment plans.The amount of an employee’s compensation is an integral component of determining the benefits provided under pension and savings plan formulas, and thus, an individual’s performance over time will influence the level of his or her retirement benefits.Defined Contribution PlansWe offer both qualified and non-qualified defined contribution plans for employees to elect voluntary deferrals of salary and annual incentive awards. Our principal defined contribution plans are composed of (1) the Kellogg Savings & Investment Plan (“Kellogg S&I Plan”) (which is a qualified plan available to substantially all salaried employees) and (2) the Kellogg Restoration Savings & Investment Plan (“Restoration Plan”), which is a non-qualified plan as described below. All of our NEOs are participants in both of these plans.Kellogg S&I PlanUnder this plan, employees can defer up to 50% of base salary plus annual incentives. Distributions are generally made after termination (directly to employee or rolled over to another account) or when an employee reaches age 59 and a half. In order to assist employees with saving for retirement, we provide matching contributions on employee deferrals. Under the Kellogg S&I Plan, we match 100% of employee deferral contributions up to 3% of eligible compensation (i.e., base salary plus annual incentive), and 50% of employee deferral contributions between 3% and 5% of eligible compensation. No Kellogg matching contributions are provided above 5% of eligible compensation deferred by an employee. Any amount of matching contributions or employee contributions in excess of IRS limits will be made to the Restoration Plan. Additionally, the Company provides a fixed Retirement Contribution to the Kellogg S&I Plan. The Retirement Contribution is a fixed 3%, 5% or 7% of base salary, for employees with up to 10 years of service, between 10 and 20 years of service or greater than 20 years of service, respectively. For employees who have less than 3 years of service, the Retirement Contribution vests upon the third anniversary of employment.Non-Qualified Deferred Contribution PlansRestoration PlanEffective on January 1, 2005, the Restoration Plan was renamed the Grandfathered Restoration Plan and, to preserve certain distribution options previously available in the Plan, it was amended in accordance with IRS regulations issued under Section 409A of the Internal Revenue Code to no longer allow for deferrals after December 31, 2004. Deferrals after December 31, 2004 are included in a new Restoration Plan which complies with IRS regulations under Section 409A.Under this plan, eligible employees can defer up to 50% of base salary plus annual incentives. Payouts are generally made after retirement or termination of employment with Kellogg, either as annual installments or as a lump sum, based on the distribution payment alternative elected under the plan. Participants in the Restoration Plan may not make withdrawals during their employment. Participants in the Grandfathered Restoration Plan may make withdrawals during employment, but must pay a 10% penalty on any in-service withdrawal.52 Kellogg Company CompensationIn order to assist employees with saving for retirement, we provide matching contributions on employee deferrals for eligible employees who also participate in the Kellogg S&I Plan. We match 100% of employee deferral contributions up to 3% of eligible compensation (i.e., base salary plus annual incentive), and 50% of employee deferral contributions between 3% and 5% of eligible compensation. No Kellogg matching contributions are provided above 5% of eligible compensation deferred by employees. Kellogg matching contributions are immediately vested.Our Restoration Plan is a non-qualified, unfunded plan we offer to employees who are impacted by the statutory limits of the Internal Revenue Code on contributions under our qualified plans. The Restoration Plan allows us to provide the same matching contribution and fixed retirement contribution, as a percentage of eligible compensation, to impacted employees as other employees who participate in the Kellogg S&I Plan.Beginning in 2020, all of the same investments options available in the Kellogg S&I Plan are available in the Restoration Plan, with the exception of Kellogg Stock. As an unfunded plan, no money is actually invested; contributions and earnings/losses are tracked in a book-entry account and all account balances are general Kellogg obligations.Executive Deferral ProgramIn 2020, we required any executive base salary above $950,000 (after pre-tax deductions for benefits and similar items) to be deferred into deferred stock units under our Executive Deferral Program. The deferred amounts are credited to an account in the form of units that are equivalent to the fair market value of our common stock. The units are payable in stock upon the executive’s end of employment. The only NEO affected by this policy in 2020 was Mr. Cahillane who deferred $304,854 of his salary. The Program terminated at the end of fiscal year 2020.The following table provides information with respect to our Non-Qualified Deferred Compensation Plans, as applicable to each NEO. This table excludes information with respect to our Savings & Investment Plan, which is a qualified plan available to salaried Kellogg employees as described above. The information for Mr. Cahillane also includes deferrals under our Executive Deferral Program.Non-Qualified Deferred CompensationName ExecutiveContributionsin Last FY($)(1)RegistrantContributionsin Last FY($)(2) AggregateEarningsin Last FY($)(3)Aggregate
Withdrawals
Distributions
($) AggregateBalanceat Last FYE($)(4)(5)Steve Cahillane 455,917 153,793 (35,910) — 1,530,256 Amit Banati 65,937 69,638 16,246 — 799,021 Chris Hood 68,852 92,262 18,937 — 935,401 Gary Pilnick 74,624 90,871 55,238 — 2,574,162 Alistair Hirst 49,476 68,779 35,072 — 1,647,973 (1)Amounts in this column are included in the “Salary” column in the Summary Compensation Table.(2)Amounts in this column are Kellogg contributions and are reflected in the Summary Compensation Table under the heading “All Other Compensation.”(3)Represents at-market/non-preferential earnings on the accumulated balance in 2020.(4)Aggregate balance as of January 2, 2021 is the total market value of the deferred compensation account, including executive contributions, Kellogg contributions and any earnings, including contributions and earnings from past fiscal years.(5)The amounts in the table below are also being reported as compensation in the Summary Compensation Table in the yearsindicated.Name Fiscal Year Reported Amounts ($) Steve Cahillane 2020 609,710 2019 522,622 2018 344,538 Amit Banati 2020 135,575 2019 97,199 Chris Hood 2020 161,114 2019 135,718 2018 150,392 Gary Pilnick 2020 165,495 2019 151,022 2018 121,831 Alistair Hirst 2020 118,255 2019 121,176 2018 229,363 2021 Proxy Statement 53 CompensationDiscontinued / Frozen PlansPringles Savings & Investment PlanThe Pringles Savings & Investment Plan was a qualified defined contribution plan that was established June 1, 2012 to provide retirement benefits to salaried employees who joined Kellogg through our acquisition of Pringles. Mr. Hood previously participated in the Pringles Savings & Investment Plan. As of December 31, 2018, benefits were no longer provided in this plan to salaried employees and covered employees began participating in the same Kellogg S&I Plan as all other salaried employees.Pension Plans.PlansIn September 2017, the Company amended certain defined benefit pension plans and associated “restoration plans” in the U.S., Canada, United Kingdom and the Republic of Ireland for salaried employees. As of December 31, 2018, the amendment froze the compensation and service periods used to calculate pension benefits for active salaried employees who participate in the affected pension plans. Beginning January 1, 2019, impacted employees no longer accrued additional benefits under these plans for future service and eligible compensation received under these plans, and began participating in the same defined contribution plans as all other salaried employees.Our U.S. pension plans are comprisedcomposed of the Kellogg Company Pension Plan and the non-qualified restoration plans, which include the Kellogg Company Executive Excess Plan for accruals after December 31, 2004, and the Kellogg Company Excess Benefit Retirement Plan for accruals on or before December 31, 2004 (collectively, the “U.S. Pension Plans”).50Below is an overview of our current U.S. Pension Plans in which each NEO participates. Since 2008, Mr. Bryant and Mr. Pilnick have been treated as grandfathered participants under these plans.NEOs participate.Qualified Pension Plan Non-Qualified Plans Reason for Plan Provide eligible employees with a competitive level of retirement benefits based on pay and years of service. Benefit accruals were frozen for salaried employees as of the close of December 31, 2018. Provide eligible employees with a competitive level of retirement benefits by “restoring” the benefits limited by the Internal Revenue Code. BasedCode based on the formula used in the Qualified Pension Plan. Benefit accruals were frozen for salaried employees as of the close of December 31, 2018.Eligibility Salaried employees including the CEO, CFO and other NEOs, and certain hourly and union employees. Pension plans closed to new participants beginning January 1, 2010. Eligible employees impacted under the Internal Revenue Code by statutory limits on the level of compensation and benefits that can be considered in determining Kellogg-provided retirement benefits. Payment Form Monthly annuity. Monthly annuity or lump sum at the choice of the executive. Participation, as
of January 1, 2003Active Kellogg heritage employees who arewere hired prior to August 1, 2002 and who were 40 years of age orolder or havehad 10 ormoreyears of service.service as of January 1, 2003.Retirement Eligibility Full Unreduced Benefit:•• Normal retirement age 65•Age 55 with 30 or more years of service•Age 62 with 5 years of serviceReduced Benefit:•• Age 55 with 20 years of service•Any age with 30 years of servicePension Formula Single Life Annuity = 1.5% x (years of service) x (final average pay based on the average of highestthreeconsecutive years) — (Social Security offset)Pensionable Earnings Includes only base pay and annual incentive payments. We do not include any other compensation, such as restricted stock grants, restricted stock unit grants, EPP payouts, gains from stock option exercises and any other form of stock- or option-based compensation in calculating pensionable earnings. The estimated actuarial present value of the retirement benefit accrued through December 28, 2013January 2, 2021 appears in the following table. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. Specifically, present value amounts were determined based on the financial accounting discount rate of 4.93%2.68% for the Qualified Pension Plan and 4.47%2.55% for the Non-Qualified Pension Plan. Benefits subject to lump-sum distributions were determined using an interest rate of 4.47%2.55% and current statutory mortality under the Pension Protection Act for each NEO.NEO participating in our pension plan. For further information on our accounting for pension plans, refer to Note 810 within Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013.January 2, 2021. The actuarial increase in 20132020 of the projected retirement benefits can be found in the Summary Compensation Table under the heading “Change in Pension Value and Non-Qualified Deferred Compensation54 Kellogg Company CompensationEarnings” (all amounts reported under that heading represent actuarial increases in the Pension Plans). No payments were made to our NEOs under the Pension Plans during 2013.2020. The number of years of credited service disclosed below equals an executive’s length of service with Kellogg. For Mr. Pilnick, all of his years of service are reflected in the ‘2005 and After’ plan because he had not yet vested in the earlier plan at the time the new plan was established to qualify for 409A treatment. For51pensionretirement benefits he earned working for Kellogg in the U.K. and South Africa.Pension Benefits TableName(1)Plan Name Number of Years
Credited Service
(#)Present Value ofAccumulated Benefit($)Payments DuringLast Fiscal Year($)Gary Pilnick U.S. Qualified Pension Plan 18.33 687,000 — Non-Qualified Plan (2004 and before) — — — Non-Qualified Plan (2005 and after) 18.33 5,550,000 — TOTAL 6,237,000 — Alistair Hirst U.S. Qualified Pension Plan 35.00 987,000 — Non-Qualified Plan (2004 and before) — — — Non-Qualified Plan (2005 and after) 35.00 9,415,000 — TOTAL 10,402,000 — (1)Name Plan Name Number of
Years
Credited Service
(#) Present Value of
Accumulated
Benefit ($)
Last U.S Qualified Pension Plan 16 280,000 Non-Qualified Plan (2004 and before) 7 291,000 Non-Qualified Plan (2005 and after) 9 3,486,000 TOTAL 4,057,000 0 U.S Qualified Pension Plan 26 818,000 Non-Qualified Plan (2004 and before) 17 314,000 Non-Qualified Plan (2005 and after) 9 3,922,000 TOTAL 5,054,000 0 U.S Qualified Pension Plan 27 750,000 Non-Qualified Plan (2004 and before) 18 514,000 Non-Qualified Plan (2005 and after) 9 4,798,000 TOTAL 6,062,000 0 U.S Qualified Pension Plan 13 244,000 Non-Qualified Plan (2004 and before) 0 0 Non-Qualified Plan (2005 and after) 13 1,349,000 TOTAL 1,593,000 0 U.S Qualified Pension Plan 30 816,000 Non-Qualified Plan (2004 and before) 0 0 Non-Qualified Plan (2005 and after) 30 3,164,000 TOTAL 3,980,000 0 U.S Qualified Pension Plan 29 457,000 Non-Qualified Plan (2004 and before) 20 887,000 Non-Qualified Plan (2005 and after) 9 5,557,000 TOTAL 6,901,000 0 Non-Qualified Deferred Compensation.We offer both qualifiedInformation regarding Mr. Cahillane, Mr. Banati, and non-qualified defined contribution plans for employees to elect voluntary deferrals of salary and annual incentive awards. Our defined contribution plansMr. Hood is not presented in this table because these individuals are comprised of (1) the Savings & Investment Plan (which is a qualified plan available to substantially all salaried employees) and (2) the Restoration Savings & Investment Plan (“Restoration Plan”), which is a non-qualified plan as described below. Effective on January 1, 2005, the Restoration Plan was renamed the Grandfathered Restoration Plan to preserve certain distribution options previously availablenot participants in the old Restoration Plan, but no longer allowed for deferrals after January 1, 2005 under IRS regulations issued under Section 409A of the Internal Revenue Code. Deferrals after January 1, 2005 are contributed to a new Restoration Plan, which complies with IRS regulations under Section 409A. Under these plans, employees can defer up to 50% of base salary plus annual incentives. Payouts are generally made after retirement or termination of employment with Kellogg, either as annual installments or as a lump sum, based on the distribution payment alternative elected under each plan. Participants in the Restoration Plan may not make withdrawals during their employment. Participants in the Grandfathered Restoration Plan may make withdrawals during employment, but must pay a 10% penalty on any in-service withdrawal.52In order to assist employees with saving for retirement, we provide matching contributions on employee deferrals. Under this program, we match dollar for dollar up to 3% of eligible compensation (i.e., base salary plus annual incentive) which is deferred by employees, and 50% of the deferred compensation between 3% and 5% of eligible compensation deferred by employees. Accordingly, if employees contribute 5% of eligible compensation, we provide a matching contribution of 4% of eligible compensation. No Kellogg contributions are provided above 5% of eligible compensation deferred by employees. Kellogg contributions are immediately vested.Our Restoration Plan is a non-qualified, unfunded plan we offer to employees who are impacted by the statutory limits of the Internal Revenue Code on contributions under our qualified plan. The Restoration Plan allows us to provide the same matching contribution, as a percentage of eligible compensation, to impacted employees as other employees. All contributions to the Restoration Plan are treated as if they are invested in the Stable Income Fund, which was selected by Kellogg (and is one of the 11 investment choices available to employees participating in the Savings & Investment Plan). The average annual rate of return for the Stable Income Fund has been about 3.38% over the last 10 years. As an unfunded plan, no money is actually invested in the Stable Income Fund; contributions and earnings/losses are tracked in a book-entry account and all account balances are general Kellogg obligations.The following table provides information with respect toU.S. Pension Plans.Potential Post-Employment PaymentsGenerally, our Restoration Plan for each NEO. This table excludes information with respect to our Savings & Investment Plan, which is a qualified plan available to all salaried Kellogg employees as described above. Executive
Contributions
in Last FY
($)(1) Registrant
Contributions
in Last FY
($)(2) Aggregate
Earnings
in Last
FY ($)(3) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)(4)(5) 139,284 79,591 27,213 0 1,762,531 137,675 30,594 14,203 0 958,106 53,100 42,480 19,988 0 1,268,731 41,471 33,177 22,870 0 1,438,935 91,204 18,241 2,821 0 234,071 45,819 36,655 21,239 0 1,333,646 (1)Amounts in this column are included in the “Salary” column in the Summary Compensation Table.(2)Amounts in this column are Kellogg matching contributions and are reflected in the Summary Compensation Table under the heading “All Other Compensation.”(3)Represents at-market/non-preferential earnings on the accumulated balance in 2013.(4)Aggregate balance as of December 28, 2013 is the total market value of the deferred compensation account, including executive contributions, Kellogg contributions and any earnings, including contributions and earnings from past fiscal years.53(5)A portion of the amounts in the table below are also being reported as compensation in the Summary Compensation Table in the years indicated. The portion is the amount attributable to the NEO and Kellogg contributions to the Plan. Fiscal Year Reported Amounts ($) 2013 218,875 2012 212,033 2011 84,073 2013 168,269 2012 146,426 2011 61,300 2013 95,580 2012 110,428 2011 50,323 2013 74,648 2012 88,270 2011 39,636 2013 109,445 2013 82,474 2012 92,108 2011 39,748 54POTENTIAL POST-EMPLOYMENT PAYMENTSOur executive officersNEOs are eligible to receive benefits in the eventif their employment is terminated (1) by Kellogg without cause, (2) upon their retirement, disability or death or (3) in certain circumstances following a change inof control. The amount of benefits will vary based on the reason for the termination.The following sections presenttable at the end of this section reflects calculations, as of December 28, 2013January 2, 2021, of the estimated benefits our executive officersNEOs would receive in these situations. Information regarding Mr. Davidson is presented in the narrative rather than these tables because he was no longer an executive officer at the end of the 2013 fiscal year. Although the calculations below are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount an executive would receive if an eligible termination event were to occur.In addition to the amounts disclosed in the following sections, each executive officer would retain the amounts he has earned or accrued over the course of his employmentprior to the termination event, such as the executive’s balances under our deferred compensation plans, accrued retirement benefits and previously vested stock options and other vested equity awards. For further information about previously earned and accrued amounts, see “Executive Compensation — Summary Compensation Table,” “Executive Compensation — Outstanding Equity Awards at Fiscal Year End Table,” “Executive Compensation — Option Exercises and Stock Vested Table” and “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”Severance Benefits.TheBenefitsOur NEOs are covered by arrangements whichthat specify payments in the event the executive’s employment is terminated. These severance benefits are intended to be competitive with the compensation peer groupour Compensation Peer Group and general industry practices. The Kellogg Company Severance Benefit Plan (“Severance Benefit Plan”) and the Kellogg Company Change inof Control Severance Policy for Key Executives (“Change of Control Policy”) have been established primarily to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success for the benefit of our Shareowners, particularly during uncertain times.The Kellogg Company Severance Benefit Plan provides market-based severance benefits to employees who are terminated by Kellogg under certain circumstances. Kellogg benefits from this program in a variety of ways, including the fact that Kellogg has the right to receive a general release, non-compete, non-solicitation and non-disparagement provisionsagreement from separated employees in exchange for the benefits provided under the program.The Change inof Control Policy provides market-based benefits to executives in connection with a change of control in the event an executive is terminated without cause or the executive terminates employment for “good reason” in connection with a change in control.good reason. The Change inof Control Policy protectsis intended to protect Shareowner interests by enhancing employee focus during rumored or actual change inof control activity by providing incentives to executives to remain with Kellogg despite uncertainties while a transaction is under consideration or pending.2021 Proxy Statement 55 CompensationInvoluntary Termination - No Change of ControlIf the employment of an executive (including the NEOs)an NEO) is terminated without cause, he or shethey will generally be entitled to receive benefits under the Kellogg Company Severance Benefit Plan. Benefits under the Severance Benefit Plan are not available if an executive is terminated for cause.In “Cause” generally is defined as (a) the event we terminateEmployee’s willful engagement in conduct relating to the “at-will”Employee’s employment with the Company for which either criminal or civil penalties may be sought; (b) the Employee’s deliberate disregard of any Company policy, including the Company’s insider trading policy, or the Company’s code of conduct; (c) the Employee’s acceptance of employment with or service as a consultant or advisor to an NEO for reasons other than cause, he would receive severance-related benefitsentity or person that is in competition with or acting against the interests of the Company; (d) the Employee’s disclosure or misuse of confidential information or material concerning the Company; (e) the Employee’s willful engagement in gross misconduct pursuant to which the Company has suffered a loss; or (f) the Employee’s willful and continued refusal to substantially perform the Employee’s then current duties at the Company in any material respect. Benefits under the Severance Plan are also not available if the executive is terminated for a reason that the Kellogg CompanyERISA Administrative Committee determines rises to the level of cause or for any other reason determined in the sole discretion of the Kellogg ERISA Administrative Committee. The Severance Benefit Plan. The planPlan is designed to apply in situations where Kellogg terminates employment for reasons such as (1) individual and companyCompany performance; (2) a reduction in work force; (3) the closing, sale or relocation of a Kellogg facility; (4) the elimination of a position; or (5) other reasons approved by the Kellogg ERISA Administrative Committee. Under the plan:and two times target annual incentive award, paid in installments over a two-year severance period.current year in which the termination occurs at the actual payout level, prorated as of the date of termination.55 two-year severance period. All awards not vested or earned after the two-year period are forfeited. EPP awards do not vest under the terms of the severance plan unless the executive is eligible to retire at the time of his termination. two-year severance period. However, executives do not earn any additional service credit during the severance period and severance payments are not included in pensionable earnings.Severance-related benefits are provided only if the executive executes a separation agreement prepared by Kellogg, which may includeincludes a general release, non-compete and non-solicitation, non-disparagement andand/or confidentiality provisions.The following table presents the estimated separation benefits which we would have been required to pay to each NEO (other than Mr. Davidson) if his employment had been terminated as of December 28, 2013. Severance Pay Cash Compensation Vesting of Unvested Benefits Other Total Two Times
Base Salary
($) Two
Times
Target
Annual
Incentives
($) 2013
Annual
Incentive
($) Stock
Options
($)(1) EPP
Awards
($)(2) Restricted
Stock/
Restricted
Stock Units
($)(1) Health
and
Welfare
Benefits
($)(3) Change to
Retirement
Benefits
($)(4) Outplace-
ment ($) ($) 2,332,000 3,498,000 1,591,600 2,803,058 0 0 100,000 (986,000 ) 14,000 9,352,658 1,300,000 1,300,000 689,000 687,547 494,432 640,290 100,000 44,000 14,000 5,269,269 1,405,200 1,405,200 681,600 813,052 0 0 100,000 (3,163,000 ) 14,000 1,256,052 1,300,000 1,170,000 532,400 570,607 0 0 100,000 (389,000 ) 14,000 3,298,007 880,000 0 (5) 496,400 175,942 164,847 0 100,000 (838,000 ) 14,000 993,189 (1)Represents the intrinsic value of unvested stock options, restricted stock units and restricted stock as of December 28, 2013 that would vest in connection with a termination, based on a stock price of $60.98. For Mr. Dissinger, all of his outstanding stock options and his restricted stock unit grant would vest at the end of his severance period because he is retirement eligible. For Mr. Hirst, all of his outstanding stock options would vest at the end of his severance period because he is retirement eligible, but his restricted stock unit grant would be forfeited based on the terms and conditions of his award.(2)Represents the value based on the actual number of shares paid out under the 2011-2013 EPP, which would be payable at our discretion, and a stock price of $60.98. For Mr. Dissinger and Mr. Hirst, who are retirement-eligible, includes the value based on the target number of shares under the 2012-2014 EPP and 2013-2015 EPP pro-rated for time worked during the performance period, in each case at a stock price of $60.98. Since our other NEOs are not retirement-eligible as of December 28, 2013, their 2012-2014 EPP and 2013-2015 EPP awards would be forfeited.(3)Represents the estimated costs to Kellogg of continued participation in medical, dental and life insurance benefits during the severance period.(4)Represents the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 28, 2013 for each NEO associated with terminating an NEO’s employment without cause. The estimated actuarial present value of retirement benefit accrued through December 28, 2013 appears in the Pension Benefits Table on page 52 of this proxy statement. For each NEO, changes to retirement benefits upon severance vary depending on age, service and pension formula at the time of termination. For each NEO (other than Mr. Dissinger), the change to his retirement benefit is negative because, based on his age, service and pension formula, his pension benefit upon severance does not include early retirement subsidies that are assumed to be earned under the pension benefit calculated in the Pension Benefit Table.56(5)Mr. Hirst became a senior executive after the Compensation Committee updated the Kellogg Company Severance Plan to, among other things, change the calculation of the cash severance amount for future participants. As a result, Mr. Hirst would not be eligible to receive the payment equal to two times the target annual incentive award.We entered into an agreement with Mr. Davidson in connection with Mr. Davidson’s departure from Kellogg, and therefore, he is not included in the severance benefits table. Under the agreement, and as previously disclosed, he receives severance pay (salary and target bonus) and benefits over a two-year period under the Kellogg Company Severance Benefit Plan, to be paid in equal bi-weekly installments of $64,615 through September 2015 so long as he does not violate the terms of the agreement. At the end of the period, Mr. Davidson is entitled to receive pension and retirement benefits under Kellogg’s plans. The actuarial present value of this benefit decreased by $2,533,000 from the December 29, 2012 value that was included in the Pension Benefits Table of last year’s proxy statement. During the severance period, he will continue to vest in option awards in accordance with the terms of the relevant plans, and he will receive health and welfare benefits valued at approximately $59,920. He did not receive any bonus for 2013 and forfeited all of his outstanding EPP awards. Mr. Davidson is subject to restrictive covenants, including non-compete and non-solicit obligations.Retirement, Disability and Death.DeathRetirementRetirement.. In the event of retirement, an executiveNEO is entitledeligible to receive (1) the benefits payable under our retirement plans and (2) acceleratedprorated vesting of unvested(a) stock options (depending on the terms and conditions of the award), continued vesting of his or her(b) prorated awards under our outstanding EPP plans (the amount of which will be based on our actual performance during the relevant periods and paid after the end of the performance periods) and continued vesting of his or her(c) prorated restricted stock units. Beginning withunits (depending on the 2012-2014 Plan, EPP payouts are prorated asterms and conditions of the date of retirement.award). In addition, we have the discretion to pay an executive the actual annual incentive award for the current year, prorated as of the date of retirement.The following table presents “Retirement” generally is defined as meeting the estimated benefits payable, based onCompany’s age and/or service requirements for retirement as of December 28, 2013, to those NEOs who were retirement-eligible as of December 28, 2013, assuming they retired on that date. In addition to the benefits shown in this table, the NEOs would be entitled to their vested benefits under our retirement plans, which are described in the section of this proxy statement called “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.” Additional Benefits Upon Retirement(1) Cash Compensation Vesting of Unvested
Equity Awards Total Base
Salary
($)(2) 2013
Annual
Incentive
($)(3) Stock
Options
($)(4) EPP
Awards
($)(5) Restricted
Stock/Restricted Stock
Units
($) ($) 0 689,000 687,547 494,432 640,290 2,511,269 0 496,400 175,942 164,847 0 837,189 (1)Information regarding Mr. Bryant, Mr. Norman and Mr. Pilnick is not presented in this table because these individuals were not retirement-eligible as December 28, 2013.(2)Payable through retirement date only.(3)Payable at our discretion.(4)Represents the intrinsic value of unvested stock options as of December 28, 2013, based on a stock price of $60.98.(5)Valued based on the actual number of shares paid out under the 2011-2013 EPP and the prorated target number of shares under the 2012-2014 EPP and 2013-2015 EPP and, in each case, a stock price of $60.98.Death or Disability. In the event of an NEO’s death, his beneficiary would receive payouts under Kellogg-funded life insurance policies and our Executive Survivor Income Plan. However, the deceased NEO’s retirement benefits would be converted to a joint survivor annuity, resulting in a decrease in the cost of these benefits.Disability. In the event of an NEO’s disability, the executive would receive disability benefits starting six months following the onset of the disability with no reductions or penalty for early retirement.57The following table presents “Disability” generally is defined as inability to perform all the estimatedmaterial duties of regular occupation because of injury or sickness. In the event of an NEO’s death, his beneficiary would receive payouts under Kellogg-funded life insurance policies and our Executive Survivor Income Plan (for NEOs eligible to participate in the plan prior to January 1, 2011). However, the deceased NEO’s defined benefit pension benefits payable upon death or disability aswould be converted to a joint survivor annuity, resulting in a decrease in the cost of December 28, 2013. Additional Benefits Upon Death or Disability Annual
Incentive
and
Accelerated
Vesting(1) Adjustments Due to Death Adjustments Due to
Disability Total
($) Life Insurance
and Executive
Survivor
Income Plan
Benefits ($)(2) Change to
Retirement
Benefits
($)(3) Total for
Death
($) Change to
Retirement
Benefits
($)(4) Total for
Disability
($) 6,858,809 10,022,000 (1,829,000 ) 15,051,809 (986,000 ) 5,872,809 2,511,269 4,992,000 (2,527,000 ) 4,976,269 44,000 2,555,269 2,800,259 5,674,000 (3,979,000 ) 4,495,259 (3,163,000 ) (362,741 ) 2,166,413 4,522,000 (690,000 ) 5,998,413 (389,000 ) 1,777,413 1,651,699 2,532,800 (2,454,000 ) 1,730,499 (838,000 ) 813,699 (1)Represents the aggregate value of the 2013 AIP, the intrinsic value of unvested stock options (which would vest upon death or disability), the value of outstanding EPP awards (which would continue to vest following death or disability, be payable based on our actual performance during the relevant periods and be paid following the end of the performance periods pro-rated for time worked during the performance period) and the intrinsic value of restricted stock (which would continue to vest following death or disability), in each case, based on a stock price of $60.98.(2)Payment of death benefits for company-paid life insurance and Executive Survivor Income Plan.(3)Represents the incremental value of retiree medical and the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 28, 2013 for each NEO associated with an NEOs retirement benefits being converted to a survivor annuity upon his death. The estimated actuarial present value of retirement benefit accrued through December 28, 2013 appears in the Pension Benefits Table on page 52 of this proxy statement. The Change to Retirement Benefits is negative because the benefits provided upon death do not include early retirement subsidies otherwise included in the estimate of retirement benefits. Also, the survivor annuity upon death is reduced to less than 50% of the benefit provided upon early or normal retirement.(4)For each NEO (other than Mr. Dissinger), the Change to Retirement Benefits is negative because the disability retirement payments begin at a later age (age 65) than early retirement benefits (age first eligible to receive an unreduced pension). The estimated actuarial present value of retirement benefit accrued through December 28, 2013 appears in the Pension Benefits Table on page 52 of this proxy statement.Potential Change inof Control Payments.PaymentsWe have arrangements with each of our continuing NEOs that provide for benefits that are onlymay be payable if a “change inof control” occurs. Each of our current NEOs, other than Mr. Hirst, has participated in our Change of Control Policy since February 2008. Since 2008, we have not amended or entered into any new arrangements with those NEOs regarding change in control provisions. 2003 Long-Term Incentive Plan, 2009 Long-Term Incentive Plan, 2013 Long-Term Incentive Plan and 20132017 Long-Term Incentive Plan specify the treatment of outstanding, unvested equity awards granted under each respective plan to employees, including theour NEOs, upon the occurrence of a change of control (regardlesscontrol. Under the Long-Term Incentive Plans and Change of whether employment terminates). TheControl Policy, the severance and other benefits payable to Mr. Bryant under his arrangementNEOs are due only if (1) theresubject to a “double trigger.” The first trigger is the occurrence of a change in control and (2)of control. The second trigger for our Change of Control Policy occurs if we terminate hisan NEO’s employment unrelated to cause, or if hean NEO terminates his employment for good reason, in each case within threetwo years following the change of control. The second trigger for our Long-Term Incentive Plans occurs if (1) awards are not assumed or replaced by a substitute award, or (2) we terminate an NEO’s employment unrelated to cause or an NEO terminates his employment for good reason, in each case, within two years following the change of control. For these purposes, “cause,” “good reason,” and “substitute awards” are defined in control, commonly referred to as a “Double Trigger.” Good reason includes a material diminutionour Long-Term Incentive Plan and Change of position, decrease in salary or target annual incentive percentage or meaningful change in location.56 Kellogg Company CompensationA “change inof control” generally is defined in the agreementsarrangements to include a change in a majority of the Board, consummation of certain mergers, the sale of all or substantially all of our assets and Shareowner approval of a58inof control” definition also includes an acquisition by a party of 20% or 30% of Kellogg common stock, depending on the post-acquisition ownership of the Kellogg Foundation and Gund family trusts (the “Trusts”). The applicable percentage is 20% or more if the Trusts do not collectively own more than 35% of the common stock. The applicable percentage is 30% or more if the Trusts collectively own more than 35% of the common stock.The change-in-control related severance payments consist of the following:Payments Triggered Upon a Change in Control. Restricted stock awards become immediately exercisable and payable upon the occurrence of a change in control and do not require termination of employment. Also, 2011-2013Control Without Termination. EPP awards, would have become payable in full at target level upon the occurrence of a change in control, and would not have been subject to pro ration. 2012-2014 and 2013-2015 EPP awardsrestricted stock units, and stock options awarded in 2012will retain their original vesting schedules and 2013 will not automatically vest onupon a change inof control (and only vest if the successor corporation replacesthere is no assumption, continuation or substitution of the outstanding awards with substitute awards that are, in the sole judgment of the CompensationC&T Committee, of equivalent value.value).The following table shows the value of unvested equity awards as of December 28, 2013 for each executive listed below upon a change in control. Vesting of Unvested Equity Awards Stock
Options
($)(1) EPP
Awards
($)(2) Restricted
Stock/Restricted
Stock Units Total ($) 2,908,747 6,854,152 0 9,762,899 687,547 1,451,324 640,290 2,779,161 837,536 1,658,656 689,074 3,185,266 586,822 1,158,620 640,290 2,385,732 175,942 445,154 814,510 1,435,606 (1)Represents the intrinsic value of unvested stock options, restricted stock and restricted stock units as of December 28, 2013, based on a stock price of $60.98.(2)Valued based on the actual number of shares paid out under the 2011-2013 EPP and the “target” number of shares under the 2012-2014 EPP and the 2013-2015 EPP and, in each case, a stock price of $60.98.Payments Triggered Upon a Termination Following a Change in Control. Cashof Control With Termination. Under the Change of Control Policy, cash severance is payable in the amount of two times the current annual salary plus two times the highestcurrent target annual incentive award earned or received during the three years before the change in control.award. In addition, executives are entitled to receive the annual incentive award for the current year at the higher of target or the actual formula-calculated award level, prorated as of the date of termination. This amount is payable as a lump sum within 3090 days after termination.Additional retirement benefits under the Change of Control Policy would equal the actuarial equivalent of the benefit the executive would have received for two years of additional participation under our retirement plans. The executive will continue to participate in health and welfare benefit plans for a two-year period following termination, and will also receive outplacement assistance.These arrangements provideThe following table reflects calculations, as of January 2, 2021, of the estimated benefits our NEOs would have received (1) if their employment was terminated by Kellogg without cause or upon their retirement, disability or death or (2) in certain circumstances following a change of control. Amounts shown in the following table are calculated by assuming that the relevant employment termination event and/or change of control occurred on January 2, 2021.Potential Post Employment TableName and Benefits Involuntary Termination
- No Change of Control
($)Change of Control W/Involuntary Termination($)Retirement($)(1)Death
($)Disability
($)Steve Cahillane Two Times Base Salary 2,600,000 2,600,000 — — — 280G Reduction(2)— — — — — 2020 Annual Incentive 3,328,000 3,328,000 — 3,328,000 3,328,000 Two Times Annual Incentive(3)— 4,160,000 — — — Stock Options 936,870 (4) 936,870 (5) — 581,270 (7) 581,270 (7) EPP Awards 3,845,814 (8) 13,705,473 (9) — 8,843,899 (11) 8,843,899 (11) Restricted Stock Units — — — — — Outplacement 12,375 12,375 — — — Health and Welfare Benefits(15)43,200 43,200 — — — Other Benefits and Perquisites(20)— 52,000 — — — Life Insurance and ExecutiveSurvivor Income Plan Benefits(21)— — — 1,300,000 — Total 10,766,259 24,837,918 — 14,053,169 12,753,169 2021 Proxy Statement 57 CompensationName and Benefits Involuntary Termination
- No Change of Control
($)Change of Control W/
Involuntary Termination
($)Retirement($)(1)Death
($)Disability
($)Amit Banati Two Times Base Salary 1,550,000 1,550,000 — — — 280G Reduction(2)— (77,210) — — — 2020 Annual Incentive 1,240,000 1,240,000 — 1,240,000 1,240,000 Two Times Annual Incentive(3)— 1,550,000 — — — Stock Options 201,597 (4) 201,597 (5) — 125,078 (7) 125,078 (7) EPP Awards 547,624 (8) 2,605,259 (9) — 1,540,400 (11) 1,540,400 (11) Restricted Stock Units 1,980,005 (12) 2,588,630 (13) — 1,136,478 (14) 1,136,478 (14) Outplacement 12,375 12,375 — — — Health and Welfare Benefits(15)30,800 30,800 — — — Other Benefits and Perquisites(20)— 52,000 — — — Life Insurance and Executive Survivor Income Plan Benefits(21)— — — 775,000 — Total 5,562,401 9,753,451 — 4,816,956 4,041,956 Chris Hood Two Times Base Salary 1,590,000 1,590,000 — — — 280G Reduction(2)— — — — — 2020 Annual Incentive 1,364,220 1,364,220 1,364,220 1,364,220 1,364,220 Two Times Annual Incentive(3)— 1,749,000 — — — Stock Options 284,317 (4) 284,317 (5) 176,401 (6) 176,401 (7) 176,401 (7) EPP Awards 1,971,260 (8) 3,270,560 (9) 1,971,260 (10) 1,971,260 (11) 1,971,260 (11) Restricted Stock Units 1,069,733 (12) 1,101,466 (13) 479,901 479,901 (14) 479,901 (14) Outplacement 12,375 12,375 — — — Health and Welfare Benefits(15)43,200 43,200 — — — Other Benefits and Perquisites(20)— 52,000 — — — Life Insurance and Executive Survivor Income Plan Benefits(21)— — 795,000 — Total 6,335,105 9,467,138 3,991,782 4,786,782 3,991,782 Gary Pilnick Two Times Base Salary 1,570,000 1,570,000 — — — 280G Reduction(2)— — — — — 2020 Annual Incentive 1,193,200 1,193,200 1,193,200 1,193,200 1,193,200 Two Times Annual Incentive(3)— 1,491,500 — — — Stock Options 270,089 (4) 270,089 (5) 167,573 (6) 167,573 (7) 167,573 (7) EPP Awards 2,011,917 (8) 3,109,011 (9) 2,011,917 (10) 2,011,917 (11) 2,011,917 (11) Restricted Stock Units 949,377 (12) 974,498 (13) 462,799 462,799 (14) 462,799 (14) Outplacement 12,375 12,375 — — — Health and Welfare Benefits(15)43,200 43,200 — — — Change to Retirement Benefits 527,000 (16) 1,020,000 (17) — (3,034,000) (18) 527,000 (19) Other Benefits and Perquisites(20)— 52,000 — — — Life Insurance and Executive Survivor Income Plan Benefits(21)— — — 5,782,000 — Total 6,577,158 9,735,873 3,835,489 6,583,489 4,362,489 58 Kellogg Company CompensationName and Benefits Involuntary Termination
- No Change of Control
($)Change of Control W/
Involuntary Termination
($)Retirement($)(1)Death
($)Disability
($)Alistair Hirst Two Times Base Salary 1,360,000 1,360,000 — — — 280G Reduction(2)— — — — — 2020 Annual Incentive 979,200 979,200 979,200 979,200 979,200 Two Times Annual Incentive(3)— 1,224,000 — — — Stock Options 199,029 (4) 199,029 (5) 123,485 (6) 123,485 (7) 123,485 (7) EPP Awards 1,539,197 (8) 2,301,888 (9) 1,539,197 (10) 1,539,197 (11) 1,539,197 (11) Restricted Stock Units 684,033 (12) 700,875 (13) 349,730 349,730 (14) 349,730 (14) Outplacement 12,375 12,375 — — — Health and Welfare Benefits(15)27,800 27,800 — — — Change to Retirement Benefits — — — (5,568,000) (18) — Other Benefits and Perquisites(20)— 52,000 — — — Life Insurance and Executive Survivor Income Plan Benefits(21)— — — 4,697,000 — Total 4,801,634 6,857,167 2,991,612 2,120,612 2,991,612 (1)Information regarding Mr. Cahillane and Mr. Banati is not presented in this table because these individuals were not retirement-eligible as of January 2, 2021. Information for “gross-up” paymentsMr. Hood, Mr. Pilnick, and Mr. Hirst is hypothetical and based upon retirement as of January 2, 2021.(2)If an NEO becomes entitled to cover any U.S. federalseparation benefits following a change of control and those separation benefits would otherwise be subject to the excise taxes owed on change in control-related severance payments/benefits. The “gross-up” is an additional payment that would cover (1)tax under Section 4999 of the Internal Revenue Code, then the separation benefits will be reduced to $1.00 less than the amount which would trigger the excise tax if such reduction would result in the NEO receiving an equal or greater after-tax benefit than the NEO would have received if the full separation benefits were paid. This column represents the estimated amount of federal excise taxespay reduction to put the NEO in this position. The estimated values in this column were developed based on the provisions of Section 280G and (2) the additional income taxes resulting from payment4999 of the “gross-up.”Internal Revenue Code. The arrangements provide that “gross-up” payments are only madeactual amount, if the change-in-control-related severance payments/benefits exceed 110%any, of the maximum change-in-control-related severance payments/benefits an executive could receive without any payments/benefits being subject to federal excise taxes (which is generally three timespay reduction will depend upon the averageNEO’s pay, terms of five-yearsa change of an executive’s earnings as reportedcontrol transaction and the subsequent impact on the executive’s W-2). Inemployment.(3)Represents two times the event payments/benefits do not exceed 110%target annual incentive award for 2020.(4)Represents the intrinsic value of unvested stock options that would vest in connection with a termination as of January 2, 2021, based on a stock price of $62.23.(5)Represents the maximum, payments/benefits are cut back to equal 100%.Effectiveintrinsic value of unvested stock options that would vest upon a change of control as of January 2011,2, 2021, based on a stock price of $62.23.(6)Represents the Board updatedintrinsic value of unvested stock options that would vest upon retirement as of January 2, 2021, (prorated for time worked during the Changeperformance period), based on a stock price of Control Policy to, among other things, eliminate$62.23.(7)Represents the excise tax gross-upintrinsic value of unvested stock options that would vest upon death or disability as of January 2, 2021, (prorated for time worked during the performance period), based on a stock price of $62.23.(8)Represents the value based on the actual number of shares paid out under the 2018-2020 EPP, which would be payable at our discretion, and change the calculation for the cash severance amount for any future participant. As a result,stock price of $62.23. For Mr. Hood, Mr. Pilnick, and Mr. Hirst, who becameare retirement-eligible, includes the 2019-2021 EPP and 2020-2022 EPP prorated for the time worked during the performance period at a participant after 2011,stock price of $62.23. Since our other NEOs are not retirement-eligible as of January 2, 2021, their 2019-2021 EPP and 2020-2022 EPP awards would not be eligible to receive anyforfeited.(9)Valued based on the “target” number of shares under the 2018-2020 EPP, the 2019-2021 EPP and the 2020-2022 EPP and, in each case, a stock price of $62.23.(10)Valued based on the actual number of shares paid out under the 2018-2020 EPP and the prorated target number of shares under the 2019-2021 EPP and 2020-2022 EPP and, in each case, a stock price of $62.23.(11)Represents the value of outstanding “target” EPP awards payable based on our actual performance during the relevant periods and paid following the end of the grandfatheredperformance periods (prorated for time worked during the performance period) and, in each case, based on a stock price of $62.23.(12)Represents the value of unvested restricted stock units that would vest in connection with a termination as of January 2, 2021, based on a stock price of $62.23.(13)Represents the value of unvested restricted stock units that would vest upon a change of control as of January 2, 2021, based on a stock price of $62.23.(14)Represents the value of unvested restricted stock units that would vest upon death or disability as of January 2, 2021 (prorated for time worked during the performance period), based on a stock price of $62.23.(15)Represents the estimated costs to Kellogg of continued participation in medical, dental and life insurance benefits includingduring the payments relatedseverance period.(16)Represents the increase (decrease) to excise tax.59The following table assumes thatthe estimated actuarial present value of retirement benefit accrued through January 2, 2021 for each NEO is terminated after a change in control for reasons other than cause,associated with terminating an NEO’s employment without cause. The estimated actuarial present value of retirement disability or death. The unvested equity awards that vested upon the change in control, shownbenefit accrued through January 2, 2021 appears in the table immediately above, are also shown in the column “VestingPension Benefits Table on page 55 of Unvested Equity.” These values are estimated as of December 28, 2013. Cash Compensation Benefits Other Subtotal Estimated
Payments
Following
CIC Two
Times
Base
Salary
($) Two
Times
Annual
Incentive
($)(1) Annual
Incentive
Payment
($) Health
and
Welfare
Benefits
($) Change to
Retirement
Benefits
($)(2) Other
Benefits
and
Perquisites
($)(3) Outplacement
($) If
Termination
Occurs($) Vesting of
Unvested
Equity ($) Excise Tax
Gross- Up/
Cutback
($)(4) Total If
Termination
Occurs($) 2,332,000 3,498,000 1,749,000 100,000 105,000 50,000 14,000 7,848,000 9,762,899 6,079,079 23,689,978 1,300,000 1,378,000 689,000 100,000 2,125,000 50,000 14,000 5,656,000 2,779,161 3,516,461 11,951,622 1,405,200 1,405,200 702,600 100,000 (2,508,000 ) 50,000 14,000 1,169,000 3,185,266 0 4,354,266 1,300,000 1,170,000 585,000 100,000 (1,000 ) 50,000 14,000 3,218,000 2,385,732 0 5,603,732 880,000 603,467 352,000 100,000 (256,000 ) 50,000 14,000 1,743,467 1,435,606 0 3,179,073 (1)For Mr. Hirst, represents two times the average of the actual incentive awards earned or received for each of the three years from 2011 to 2013. For the other NEOs, represents two times the higher of (1) the target annual incentive awards for 2013 and (2) the highest of the actual annual incentive awards earned or received for each of the three years from 2011 to 2013.(2)Represents the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 28, 2013 for each NEO associated with terminating an NEO’s employment without cause following a change in control. The estimated actuarial present value of retirement benefit accrued through December 28, 2013 appears in the Pension Benefits Table on page 52 of this proxy statement. For each NEO, changes to retirement benefits upon change in control vary depending on age, service and pension formula at the time of termination. For certain NEOs, the change to the retirement benefit is negative because, based on age, service and pension formula, the pension benefit upon change in control does not include early retirement benefits that are included in the value used on the Pension Benefits Table. For NEOs other than Mr. Hirst, change in control pension benefits are also increased because of the additional two years of service provided by change in control.(3)Consists of Kellogg-paid death benefit, financial planning and physical exams.(4)Other than Mr. Hirst, each of our current NEOs has participated in our Change of Control Policy since February 2008. Since 2008, we have not amended or entered into any new arrangements with those NEOs regarding change in control provisions. Effective January 2011, the Board updated the Change of Control Policy to eliminate the excise tax gross-up for any future participant. As a result, Mr. Hirst, who became a participant after 2011, would not be eligible to receive any excise tax gross-up payment. The excise tax gross-up payment for eligible NEOs would apply to amounts triggered by the change of control (as shown in the Vesting of Unvested Equity table) and amounts triggered by an eligible termination following a change of control (as shown in the table above). Represents the estimated amount payable to the executive for taxes (excise and related income taxes) owed on severance-related benefits/payments following a change in control and termination of employment that occur on December 28, 2013. The estimated values in this column were developed based on the provisions of Section 280G and 4999 of the Internal Revenue Code. The actual amount, if any, of the excise tax gross-up will depend upon the executive’s pay, terms of a change in control transaction and the subsequent impact on the executive’s employment.60Policy For Evaluating Related Person Transactions. The Board has adopted a written policy relating to the Nominating and Governance Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements by SEC regulations, which are commonly referred to as “Related Person Transactions.” A “related person” is defined under the applicable SEC regulation and includes our Directors, executive officers and 5% or more beneficial owners of our common stock. The Corporate Secretary administers procedures adopted by the Board with respect to related person transactions and the Nominating and Governance Committee reviews and approves all such transactions. At times, it may be advisable to initiate a transaction before the Nominating and Governance Committee has evaluated it or a transaction may begin before discovery of a related person’s participation. In such instances, management consults with the Chair of the Nominating and Governance Committee to determine the appropriate course of action. Approval of a related person transaction requires the affirmative vote of the majority of disinterested Directors on the Nominating and Governance Committee. In approving any related person transaction, the Nominating and Governance Committee must determine that the transaction is fair and reasonable to Kellogg. The Nominating and Governance Committee periodically reports on its activities to the Board. The written policy relating to the Nominating and Governance Committee’s review and approval of related person transactions is available on our website under the “Investor Relations” tab, at the “Corporate Governance” link.The related person transaction, if any, referred to under the heading “Related Person Transactions” below was approved by the disinterested members of the Board of Directors.Related Person Transactions. There were no related person transactions in 2013.61PROPOSAL 2 — ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONOur Shareowners may vote, on an advisory (non-binding) basis, for a resolution to approve the compensation of our NEOs as disclosed in this proxy statement. At our 2011 Annual Meeting,For each NEO, changes to retirement benefits upon severance vary depending on age, service and pension formula at the time of termination. For Mr. Pilnick, the change to his retirement benefit is positive because the present value reflects the greater of Age 65 commencement and earliest commencement.(17)Represents the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through January 2, 2021 for each NEO associated with terminating an NEO’s employment without cause following a majoritychange of Shareowners voted, consistentcontrol. The estimated actuarial present value of retirement benefit accrued through January 2, 2021 appears in the Pension Benefits Table on page 55 of this proxy statement. For each NEO,2021 Proxy Statement 59 Compensationchanges to retirement benefits upon change of control vary depending on age, service and pension formula at the time of termination. For Mr. Pilnick, the change to the retirement benefit is positive because change of control pension benefits include two additional years of age and service for retirement eligibility purposes.(18)Represents the incremental value of retiree medical and the increase (decrease) to the estimated actuarial present value of retirement benefits accrued through January 2, 2021 for each NEO associated with a NEOs retirement benefits being converted to a survivor annuity upon his death. The estimated actuarial present value of retirement benefits accrued through January 2, 2021 appears in the recommendationPension Benefits Table on page 55 of Kellogg’s Boardthis proxy statement. The Change to Retirement Benefits is negative because the benefits provided upon death do not include early retirement subsidies otherwise included in the estimate of Directors,retirement benefits. Also, the survivor annuity upon death is reduced to hold a shareowner advisory vote on a resolution to approve the compensation of Kellogg’s named executive officers annually, until the next required vote on the frequency of shareowner votes on the compensation of Kellogg’s named executive officers as required pursuant to Section 14(A)less than 50% of the Securitiesbenefit provided upon early or normal retirement.(19)For Mr. Pilnick, the change to his retirement benefit is positive because the present value reflects the greater of Age 65 commencement and Exchange Actearliest commencement. The estimated actuarial present value of 1934, as amended,retirement benefits accrued through January 2, 2021 appears in the Pension Benefits Table on page 55 of this proxy statement.(20)Consists of Kellogg-paid death benefits, financial planning and physical exams.(21)Payment of death benefits for Company-paid life insurance and Executive Survivor Income Plan (for NEOs eligible to participate in the Plan prior to January 1, 2011).CEO Pay RatioWe are required by SEC rules and regulations promulgated thereunder. The Board of Directors believes thatto disclose the annual advisory votes on a resolutiontotal compensation for our CEO and an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to approve executivethe annual total compensation allowfor our Shareowners to provide us with their direct input on ourmedian employee (the “Pay Ratio Disclosure”).For the year ended January 2, 2021, the estimated median annual total compensation philosophy, policiesof all employees of the Company and practicesits consolidated subsidiaries (other than the Chairman and Chief Executive Officer) was $41,815. Mr. Cahillane’s annual total compensation for 2020 for purposes of the Pay Ratio Disclosure was $11,663,852, as disclosedset forth in the proxy statement every year, and is consistent with our policySummary Compensation table beginning on page 45. Based on this information, for 2020, the ratio of seeking input from, and engaging in discussions with, our Shareowners on corporate governance matters and our executive compensation philosophy, policies and practices.This executive summary highlights core principles of our compensation program and the approach followed by the Compensation Committee.Core Principles. We operate in a robust and challenging industry, where competitive compensation is important. We believe that our executive compensation program for our NEOs should be designed to (a) provide a competitive level of total compensation necessary to attract and retain talented and experienced executives; (b) appropriately motivate them to contribute to our short- and long-term success; and (c) help drive long-term total return for our Shareowners. Accordingly, the Core Principles that underpin our executive compensation program include Pay for Performance, Shareowner Alignment, Values-Based and Mitigating Risk. A detailed description of these principles is included in this Compensation Discussion and Analysis, and the following is a brief overview of each.Pay for Performance. Our compensation program is designed to have a significant portion of an NEO’s actual compensation linked to Kellogg’s actual performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive, three-year executive performance and stock option plans, and by limiting perquisites.Shareowner Alignment. We align the interest of our NEOs with Shareowners by encouraging our NEOs to have a meaningful personal financial stake in Kellogg. We gain this alignment by maintaining stock ownership guidelines, having a significant portion of an NEO’s target compensation stock-based, and using compensation plan goals that are tied to key financial metrics of Kellogg. In addition, our Compensation Committee reviews ‘total shareowner return’ as a key financial metric when reviewing performance to verify our pay for performance connection.Values-Based. Our NEOs are evaluated on the behaviors they exhibit as they drive results. The compensation program links the “what” each NEO contributes as well as “how” an NEO makes those contributions.Mitigating Risk. Our compensation program is designed to mitigate risks relating to our business. The program accomplishes this by balancing short-term and rolling three-year incentives, which uses various financial metrics to ensure the business grows in a balanced manner. In addition, we use clawback provisions to mitigate risk by creating appropriate remedies under certain circumstances.Compensation Approach. The approach utilized by the Compensation Committee is a key feature that ensures that actual compensation and plan design are consistent with the Core Principles. Our compensation approach is a multi-step process based on (a) independent decision-making, (b) utilizing peer group data to appropriately target compensation levels, (c) targeting compensation at the 50th percentile of the peer group, (d) following a consistent, rigorous target setting process, and (e) utilizing verification tools to ensure appropriate decisions are being made.62For the reasons discussed above, we are asking our Shareowners to indicate their support for our NEO compensation as described in this proxy statement by voting “FOR” the following resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.“RESOLVED, that Kellogg Company’s Shareowners approve, on an advisory basis, the compensation of the named executive officers,Chairman and Chief Executive Officer to the median annual total compensation of all other employees was estimated to be 279 to 1.To identify, and to determine the annual total compensation of, the median employee, we used the following methodology:•Use of worldwide employee population (including full-time, part-time, temporary, or seasonal workers) as disclosedof October 31, 2019, which consisted of 31,330 total employees, of which 10,401 employees were employed in Kellogg Company’s Proxy Statementthe United States and 20,929 employees were employed in foreign jurisdictions.•We used the sum of base salary, annual bonus, and sum of other bonuses (signing bonuses, any bonus provided to manufacturing facilities), and overtime as applicable for the 2014 Annual Meeting10-month period ending October 31, 2019 as our compensation measure that we consistently applied to all employees.•For purposes of Shareowners pursuantthis disclosure, we applied the average exchange rate for October 2019.•Under the de minimis exemption provided in the SEC rules, we have excluded a total of 1,459 employees from certain countries. The specific number of employees excluded from each country is: Colombia (222), Ecuador (113), El Salvador (2), Greece (7), Hong Kong (3), Nigeria (771), Pakistan (3), Thailand (277) and Turkey (61). The excluded employees do not exceed 5% of our total U.S. and non-U.S. employee population.•We believe there has been no change to our employee population and compensation arrangements, or the circumstances of the median employee used in fiscal year 2019 that we believe would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are utilizing the same median employee for the pay ratio for fiscal year 2020 by examining the annual total compensation utilizing data as of January 2, 2021.With respect to the annual total compensation disclosure rules of the Securities“median employee”, we identified and Exchange Commission, includingcalculated the Compensation Discussionelements of such employee’s compensation in accordance with SEC rules and Analysis,regulations. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table and the other related tables and disclosure.”This resolution is advisory, and therefore not bindingbeginning on Kellogg, the Board or the Compensation Committee. The Board and the Compensationpage 45.60 Kellogg Company Audit Committee value the opinions of Kellogg’s Shareowners and, to the extent there is any significant vote against the NEO compensation as disclosed in the proxy statement, we will consider such shareowners’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.63PROPOSAL 3 — MANAGEMENT’S PROPOSAL TO APPROVE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORSBackground. The Board of Directors proposes to amend Article TENTH of our Amended Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase out the present three-year, staggered terms of our directors and instead provide for the annual election of directors. Currently, the Board is divided into three classes, with directors elected to staggered three-year terms. Approximately one-third of our Directors stand for election each year. In December 2013, upon the recommendation of the Nominating and Governance Committee, the Board approved, and recommended that our Shareowners approve at the 2014 Annual Meeting of Shareowners, a plan to declassify the Board.Rationale for Declassifying the Board. The Board took into consideration arguments in favor and against continuation of the classified board and determined that it is in Kellogg’s best interests to propose to declassify its board of directors. In its review, the Board considered the advantages of maintaining the classified Board structure in light of our current circumstances, including that a classified board structure does not compromise the directors’ accountability to Shareowners since all directors are required to uphold their fiduciary duties to Kellogg and its Shareowners regardless of their term. Electing a director to a longer term enhances the independence of a non-employee director by providing enhanced independence from management or from special interest groups who may have an agenda contrary to the long-term interests of all Shareowners. A classified Board also promotes Board continuity and stability while also enhancing long-term planning and ensuring that, at any given time, there are experienced directors serving on the Board who are familiar with Kellogg’s businesses, products, markets, opportunities and challenges. In addition, classified boards provide protection against certain abusive takeover tactics and more time to solicit higher bids in a hostile takeover situation because it is more difficult to change a majority of directors on the Board in a single year.While the Board continues to believe that these are important considerations, the Board also considered potential advantages of declassification in light of our current circumstances, including the ability of Shareowners to evaluate directors annually. Annually elected boards are perceived by many institutional shareholders as increasing the accountability of directors to such Shareowners. After carefully weighing all of these considerations, the Board approved the proposed amendment to the Certificate of Incorporation, the text of which is forth inAppendix A to this proxy statement, and recommended that the Shareowners adopt this amendment by voting in favor of this proposal.Proposed Declassification Amendments. If the proposed amendment to the Certificate of Incorporation is approved, directors will be elected to one-year terms of office beginning at Kellogg’s 2015 Annual Meeting of Shareowners. Directors who have been elected to three-year terms prior to the effectiveness of the amendment, including directors elected at the 2014 Annual Meeting of Shareowners, would complete those three-year terms, and thereafter would be eligible for annual re-election after completion of their current terms. If the proposed measure is approved, beginning with the 2017 Annual Meeting of Shareowners, the Board will be completely declassified and all directors will be subject to annual election to one-year terms. In addition, until the Board is completely declassified, any director appointed to the Board as a result of an increase in the size of the Board or to fill a vacancy on the Board will hold office until the next election of the class for which such director is chosen; thereafter, any director so appointed will hold office until the next annual meeting of Shareowners.Delaware law provides that members of a board that is classified may be removed only for cause. At present, because our Board is classified, the Certificate of Incorporation provides that our directors are removable only for cause. If the proposed amendment to the Certificate of Incorporation is approved, each director elected on or after the 2017 Annual Meeting of Shareowners may be removed with or without cause.Required Shareowner Approval. The affirmative vote of at least two-thirds of the voting power of our outstanding common stock is necessary for approval of this proposed amendment to the Certificate of Incorporation. Unless such vote is received, the present classification of the Board will continue.64Corresponding Bylaws Amendment. If the amendment to our Certificate of Incorporation is approved at the 2014 Annual Meeting of Shareowners, we will amend our bylaws to correspond to the proposed declassification timeline. If our shareowners do not approve the amendment to our Certificate of Incorporation, the corresponding amendments to our bylaws will not be implemented.THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD.65PROPOSAL 4 — RATIFICATION OF PRICEWATERHOUSECOOPERS LLPPROPOSAL 3 Ratification of PricewaterhouseCoopers LLP The Board recommends a vote FORratification of appointment of PricewaterhouseCoopers LLP as Kellogg’s independent registered public accounting firm.PricewaterhouseCoopers LLP has been appointed by the Audit Committee, which is composed entirely of independent Directors, to be the independent registered public accounting firm for us for fiscal year 2014.2021. PricewaterhouseCoopers LLP was our independent registered public accounting firm for fiscal year 2013.2020. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting and to have an opportunity to make a statement if they desire to do so. The PricewaterhouseCoopers LLP representative is also expected to be available to respond to appropriate questions at the meeting.The Audit Committee has the sole authority to appoint, subject to Shareowner ratification, or replace the independent registered public accounting firm, which reports directly to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm. On February 18, 2021, the Audit Committee appointed PricewaterhouseCoopers LLP as our independent auditor for the 2021 fiscal year.Oversight of Independent Registered Public Accounting FirmIn the Audit Committee’s oversight of the independent registered public accounting firm and its determination of whether to reappoint the independent registered public accounting firm, our Audit Committee:•Conducts an annual assessment of the independent registered public accounting firm’s performance, qualifications and independence, taking into account the opinions of management and the internal auditor;•Reviews, in advance, all non-audit services provided by the independent registered public accounting firm, specifically with regard to the effect on the firm’s independence;•Considers the independent registered public accounting firm’s familiarity with our operations, businesses, accounting policies and practices and internal control over financial reporting;•Conducts regular executive sessions with the independent registered public accounting firm;•Conducts private and individual executive sessions with the Vice President of Internal Audit, Corporate Controller, and Chief Legal Officer at each Committee meeting;•Reviews candidates for the lead engagement partner in conjunction with the mandated rotation of the public accountants’ lead engagement partner;•Reviews recent reports from the Public Company Accounting Oversight Board and other professional or governmental authorities on the independent registered public accounting firm; and•Obtains and reviews a report from the independent registered public accounting firm describing all relationships between the independent registered public accounting firm and our company annually to assess the independence of the independent registered public accounting firm.2021 Proxy Statement 61 Audit Committee MattersIndependent Registered Public Accounting Firm Tenure and RotationAs part of the annual auditor engagement process, the Audit Committee considers whether to rotate the independent registered public accounting firm. PricewaterhouseCoopers LLP rotates its lead audit engagement partner every five years and the Audit Committee has direct and meaningful involvement in the selection of the lead engagement partner. The Audit Committee believes there are significant benefits to having an independent registered public accounting firm with an extensive familiarity with the Company. These include, among others:•Higher quality audit work and accounting advice due to PricewaterhouseCoopers LLP’s institutional knowledge of the Company’s business and operations, accounting policies and financial systems, and internal control framework;•Operational efficiencies and a resulting lower fee structure because of PricewaterhouseCoopers LLP’s familiarity with the Company’s business; and•PricewaterhouseCoopers LLP’s capability and expertise to perform an audit of the Company’s financial statements and internal control over financial reporting, given the breadth and complexity of the Company’s business and global footprint.As a result, the members of the Audit Committee believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in the best interests of our company and its Shareowners. If the Shareowners fail to ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee would reconsider its appointment.THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS KELLOGG’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.Fees Paid to Independent Registered Public Accounting Firm.Audit Fees.Fees. The aggregate amount of fees billed to Kellogg by PricewaterhouseCoopers LLP for professional services rendered for the audit of our consolidated financial statements, statutory audits and for reviews of our financial statements included in our Quarterly Reports on Form 10-Q was approximately $6.9$8.7 million in 20132020 and $8.4$9.0 million in 2012.2019.Audit-Related Fees.Fees. The aggregate amount of fees billed to Kellogg by PricewaterhouseCoopers LLP for assistance and related services reasonably related to the performance of the audit of our consolidated financial statements and for reviews of our financial statements included in our Quarterly Reports on Form 10-Q which were not included in “Audit Fees” above was approximately $0.7$0.2 million in 20132020 and $0.7$0.2 million in 2012.2019. This assistance and related services generally consisted of consultation on the accounting or disclosure treatment of transactions or events and employee benefit plan audits.Tax Fees.Fees. The aggregate amount of fees billed to Kellogg by PricewaterhouseCoopers LLP for professional services rendered for tax compliance, tax advice, and tax planning was approximately $1.4$2.0 million in 20132020 and $1.9$1.6 million in 2012.2019. These tax compliance, tax advice and tax planning services generally consisted of U.S., federal, state, local and international tax planning, compliance and advice, with approximately $0.6$1.4 million being spent for tax compliance in 20132020 and approximately $0.6$0.7 million beingspent for tax compliance in 2012.2019.All Other Fees. The aggregate amount of all other fees billed to Kellogg by PricewaterhouseCoopers LLP for services rendered, and which were not included in “Audit Fees,” “Audit-Related Fees,” or “Tax Fees” above, was $0$0.0 million in both 20132020 and 2012.$0.0 million in 2019 .Preapproval Policies and Procedures.The Charter of the Audit Committee and policies and procedures adopted by the Audit Committee provide that the Audit Committee shall pre-approve all audit, internal control-related and all permitted non-audit engagements and services (including the fees and terms thereof) by the independent registered public accounting firm (and their affiliates) and shall disclose such services in our SEC filings to the extent required. Under the policies and procedures adopted by the Audit Committee, the Audit Committee pre-approves detailed and specifically described categories of services which are expected to be conducted over the subsequent twelve months or a longer specified period, except for the services and engagements which the Chairman has been authorized to pre-approve or approve. The Chairman of the Audit Committee has been delegated the authority to pre-approve or approve up to $500,000 of such engagements and services, but shall report such approvals at the next full Audit Committee meeting. Such policies and procedures do not include delegation of the Audit Committee’s responsibilities to Kellogg management.All of the services described above for 20132020 and 20122019 were pre-approved by the Audit Committee and/or the Committee Chairman before PricewaterhouseCoopers LLP was engaged to render the services.6662 Kellogg Company Audit Committee Report.Audit Committee ReportThe Audit Committee oversees our financial reporting process on behalf of the Board. The Committee is composed of threesix independent directorsDirectors (as defined by the New York Stock Exchange Listing Standards), met fivesix times in 20132020 and operates under a written charter last amended by the Board in February 2013,2021, which is posted on our website at http:https://investor.kelloggs.com/governance.cfm.governance/statement-documents. As provided in the Charter, the Committee’s oversight responsibilities include monitoring the integrity of our financial statements (including reviewing financial information, the systems of internal controls, the audit process, the Enterprise Risk Management process, and the independence and performance of our internal audit function and independent registered public accounting firm) and our compliance with legal and regulatory requirements. However, management has the primary responsibility for the financial statements and the reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements to be included in the 20132020 Annual Report on Form 10-K with management, including a discussion of the quality and the acceptability of our financial reporting and controls.The Committee reviewed with the independent registered public accounting firm, PricewaterhouseCoopers LLP, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles and the effectiveness of our internal control over financial reporting, their judgments as to the quality and acceptability of our financial reporting, internal control and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16— 1301 - Communications with Audit Committees.The Committee has discussed with the independent registered public accounting firm their independence from Kellogg and its management, including matters in the written disclosures and the letter from the independent registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence.Independence.” The Committee also has considered whether the provision by the independent registered public accounting firm of non-audit professional services is compatible with maintaining their independence.The Committee reviewed and discussed with the independent registered public accounting firm our Form 10-K prior to filing with the SEC. In addition, the Committee reviewed with management significant risks and exposures identified by management and the overall adequacy and effectiveness of our legal, regulatory and compliance programs.The Committee also discussed with our internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Committee meets periodically with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.audits. The Committee also meets privately with the independent registered public accounting firm, General Counsel, Corporate Controller and Vice President of Internal Audit, Corporate Controller, and Chief Legal Officer at each in-person meeting.In reliance on the reviews and the discussions referred to above, the Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 28, 2013,January 2, 2021, for filing with the SEC. The Committee also reappointed our independent registered public accounting firm for our 20142021 fiscal year.AUDIT COMMITTEEStephanie Burns,Rogelio Rebolledo, ChairJohn Dillon
Carter Cast
Rick Dreiling
Don Knauss67
Erica Mann
Mike Schlotman2021 Proxy Statement 63 Management ProposalPROPOSAL 4 Management Proposal to Reduce Supermajority
Shareowner Vote RequirementsThe Board recommends a vote FOR the proposed amendments to the Certificate of Incorporation and bylaws to reduce supermajority shareowner vote requirements.Background. The Board proposes to amend our Amended Restated Certificate of Incorporation (the “Certificate of Incorporation”) and bylaws to replace any voting requirement that calls for a greater than simple majority vote of Shareowners with a requirement that such votes instead be decided by a simple majority of outstanding shares. Upon the recommendation of the Nominating and Governance Committee, the Board approved, and recommended that our Shareowners approve at the 2021 Annual Meeting of Shareowners, a plan to reduce any supermajority Shareowner requirements to a simple majority.Rationale to Reduce Supermajority Shareowner Vote Requirements. The Board took into consideration arguments in favor and against the reduction of supermajority Shareowner vote requirements currently in the Certificate of Incorporation and bylaws and determined that it is in Kellogg’s best interests to reduce these requirements to a simple majority. In its review, the Board considered the advantages of maintaining the supermajority requirements in light of our current circumstances, including the arguments (a) that the retention of a supermajority vote standard for certain extraordinary matters is the best way to ensure that the interests of all shareowners are fully protected, (b) that fundamental changes to corporate governance should have the support of a broad consensus of Kellogg’s Shareowners rather than just a simple majority, and (c) that supermajority vote requirements protect shareowners against the potentially self-interested actions of short-term investors and facilitate corporate governance stability. Kellogg’s existing supermajority voting provisions also encourage persons or firms making unsolicited takeover proposals to negotiate directly with the Board, which provides the Board with increased leverage to negotiate the best possible return for Shareowners, and which prevents the use of potentially coercive or abusive takeover tactics.While the Board continues to believe these are important considerations, the Board also considered potential advantages of reducing our supermajority vote requirements in light of our current circumstances, including that a majority voting standard may provide Shareowners with a greater voice in matters impacting a corporation. Many institutional shareholders believe that a majority vote should be sufficient for any corporate action requiring shareowner approval, regardless of the considerations outlined above. After carefully weighing all of these considerations, the Board approved the proposed amendments to the Certificate of Incorporation and bylaws, the text of which is set forth in Appendix A HUMAN RIGHTS REPORTand Appendix B to this proxy statement, and recommended that the Shareowners adopt this amendment by voting in favor of this proposal.Proposed Amendments.If approved, this proposal would eliminate all provisions in Kellogg’s Certificate of Incorporation and bylaws that require approval by two-thirds of outstanding shares. These provisions include:•an alteration, amendment or repeal, or any new provision, inconsistent with certain provisions of the existing governance documents;•Kellogg’s merger or consolidation with or into another entity;•the sale, lease, exchange or other disposition of all or substantially all of Kellogg’s assets;•the liquidation or dissolution of Kellogg; or•the removal of directors for cause.This summary of the proposed amendments is qualified in its entirety by reference to the text of the proposed amendments to the Certificate of Incorporation and bylaws attached as Appendix A and Appendix B, respectively, to this proxy statement, with deletions indicated by strike outs and additions indicated by double underlining.Required Shareowner Approval. The affirmative vote of at least two-thirds of the voting power of our outstanding common stock is necessary for approval of the proposed amendments to the Certificate of Incorporation and bylaws. Unless such vote is received, such amendments will not be adopted and the existing supermajority vote standards will remain.64 Kellogg Company Shareowner ProposalPROPOSAL 5 Shareowner Proposal to Adopt
Shareowner Right to Call a Special MeetingThe Board makes no recommendation onthis proposal.We expect the following proposal (Proposal 5 on the proxy card and voting instruction card) to be presented by a Shareowner at the annual meeting. Names, addresses and share holdings of the Shareowner proponent and, where applicable, of co-filers, will be supplied promptly upon oral or written request.Resolution Proposed by Shareowner:RESOLVED, that stockholdersITEM 5 - Special Shareholder MeetingsRESOLVED: The shareholders of the Kellogg Company (“Kellogg’s”(‘Kellogg’ or ‘Company’) urgehereby request the Board of Directors to report to stockholders, at reasonable cost and omitting proprietary information, on Kellogg’s process for identifyingand analyzing potential and actual human rights risks of Kellogg’s products, operations and supply chain (referred to herein as a “human rights risk assessment”) addressing the following:Human rights principles used to frame the assessmentFrequency of assessmentMethodology used to track and measure performanceNature and extent of consultation with relevant stakeholders in connection with the assessmentHow the results of the assessment are incorporated into company policies and decision makingThe report should be made available on Kellogg’s website no later than the 2015 annual meeting of stockholders.Shareowner’s Supporting Statement:As long-term stockholders, we favor policies and practices that protect and enhance the value of our investments. There is increasing recognition that company risks related to human rights violations, such as litigation, reputational damage, and production disruptions, can adversely affect shareholder value. To manage such risks effectively, we believe companies must assess the risks posed by human rights practices in their operations and supply chain, as well as by the use of their products.The importance of such assessment is reflected in the United Nations Guiding Principles on Business and Human Rights (the “Ruggie Principles”) approved by the UN Human Rights Council in 2011. The Ruggie Principles urge that “business enterprises should carry out human rights due diligence,” including “assessing actual and potential human rights impacts, integrating and acting upon the findings, tracking responses, and communicating how impacts are addressed.”(http://www.business- humanriqhts.org/media/documents/ruggie/ruggie-guiding-principles-21-mar-2011.pdf).Kellogg’s exposes itself to human rights risks through the products that it produces. For example, a 2013 “Behind the Brands” report by Oxfam America gave Kellogg’s a “poor” score on Kellogg’s sourcing policies, including “poor” scores for Kellogg’s treatment of workers, women, and farmers. Overall, Oxfam America ranked Kellogg’s 8 out of 10 of the world’s largest food and beverage companies. (http://www.behindthebrands.org/). We are also concerned that human rights violations can occur in Kellogg’s own operations in the United States and internationally.A human rights assessment of Kellogg’s operations and supply chain could reveal serious existing risks to shareholder value, risks that could be ameliorated before they materialize. For these reasons, we urge shareholders to vote for this proposal.68Our Response — Statement in Opposition to Proposal:The Board has carefully considered the above proposal, and believes that it is not in the best interest of the Shareowners in light of Kellogg’s commitment to human rights and ongoing reporting in this regard. Consequently, the Board recommends that the Shareowners vote against the proposal for the following reasons:Global Code of Ethics. Our Global Code of Ethics, which is available on our website (www.kelloggcompany.com), is based on our K-Values, and requires our employees to obey the law, act with integrity, show respect and do business with suppliers who share our values and approach to doing business. Our Global Code of Ethics applies to all employees and officers of Kellogg and its subsidiaries. Contractors, consultants and others working on our behalf must also follow the Code. We apply the Code, conduct investigations and take remedial action in a manner that we believe is respectful, consistent and fair. It requires diligence in determining whether suppliers conform to our standards, including no forced labor. Through training and general awareness communications, we inform our procurement and supply chain employees of the issues surrounding slavery and human trafficking, and to report any actual or suspected violations that come to their attention.Commitment to Human Rights. As a responsible business, Kellogg takes great care in the sourcing and procurement of our ingredients and materials throughout our supply chain. We are committed to an ethical supply chain free of forced labor, including slavery and human trafficking. We believe it is our duty to raise awareness and educate our internal and external stakeholders on this important issue and to take appropriate steps to verify that slavery and human trafficking do not exist within our operations or within our global supply chain.Supplier Code of Conduct. Our Global Supplier Code of Conduct (the “Supplier Code”) (also available on our website) was recently refreshed and outlines compliance expectations in the areas of business integrity, quality, health and safety, labor standards, sustainability and land use, as well as management practices to ensure the code is upheld in their supply chain to Kellogg. We expect our suppliers will comply with the standards of our code, and that their suppliers and subcontractors do the same. We are reimplementing the refreshed Supplier Code with our global direct suppliers. We have embedded the Supplier Code into contracts with our key suppliers, focusing on those that are most critical to our business.In 2012, we continued our engagement with AIM-PROGRESS, a forum for global consumer goods companies that are committed to responsible sourcing, to develop standard supplier code of conduct provisions. Since many of the forum’s member companies use the same suppliers, using common responsible sourcing provisions should reduce the administrative and operational burden on suppliers to comply.In 2013, we began working with SEDEX, an industry forum to share social compliance audit results. Beginning this year, we will be working with SEDEX across our global direct supplier base to assess risk, evaluate gaps, and understand where we should prioritize direct engagement with high risk suppliers.In 2013, we also began to engage with Oxfam on their ‘Behind the Brands’ scorecard. Kellogg is one of ten global food and beverage companies they highlight in their report, which focuses on seven categories of human rights and environmental risk in global agricultural supply chains, including land use, women, workers, climate, water and transparency.As we push for continued improvement, we are also continuing our internal risk assessments to pinpoint those commodities and countries that are at highest risk for violations of human rights or environmental impacts. We continue to align our work around supplier auditing.Compliance with Laws. We respect the laws of the locations in which we operate. And, we continue to maintain high labor standards at our facilities around the world and to uphold and protect the basic human rights of our workers. We do not tolerate child labor or forced labor, and we have not identified any Kellogg-owned operations at which there is a risk for these types of problems.69Employment Practices. We regularly audit our manufacturing and distribution facilities to validate compliance with government regulations and Kellogg policies relating to employment practices. We also occasionally contract for external audits (in areas such as the administration of benefits and payroll) to confirm our compliance.Disclosure. We also disclose our progress towards achieving these goals in our annual Corporate Responsibility Report, available on our website www.kelloggcompany.com.Board Recommendation. In light of Kellogg’s commitment to human rights and ongoing reporting in this regard, we believe the additional reporting requested by the proposal is unnecessary. We further believe that the proposal represents the potential for a diversion of resources with no corresponding benefit to Kellogg, our customers or our shareowners.FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE PROPOSAL.70PROPOSAL 6 — SHAREOWNER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTEWe expect the following proposal (Proposal 6 on the proxy card and voting instruction card) to be presented by a Shareowner at the annual meeting. Names, addresses and share holdings of the Shareowner proponent and, where applicable, of co-filers, will be supplied upon request.Resolution Proposed by Shareowner:Proposal 6 — Simple Majority VoteRESOLVED, Shareholders request that our board take the steps necessary so thatto amend our bylaws and each voting requirement inappropriate governing document to give holders with an aggregate of 15% net long of our charter and bylaws that calls foroutstanding common stock the power to call a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws.Shareowner’s Supporting Statement:Shareowners will pay a premium for shares of corporations that have excellent corporate governance. Supermajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk of the Harvard Law School. Supermajority requirements are most often used to block initiatives supported by most shareowners but opposed by a status quo management.topic won from 74%does not impact our Board’s current power to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill md Macy’s. The proponentscall a special meeting.SUPPORTING STATEMENT: Kellogg does not allow shareholders to call a special meeting, whereas Delaware law, where Kellogg is incorporated, allows those holding 10% of these proposals included Ray T. Chevedden and William Steiner. Currentlycompany shares to call a 1%-minority can frustrate the will of our 66%-shareholder majority.This proposal should also be more favorably evaluated due to our company’s shortcomings in its corporate governance as reported in 2013:GMI Ratings, an independent investment research firm, gave Kellogg an F for social issues and a D for its board. Our nomination committee had 5 directors and each had 13 to 27 yearslong- tenure which is a big negative for their independence. Gordon Gund, our Lead Director, had 27 years long-tenure. Ann Korologos, with 24 years long-tenure, was overboarded with 5 distracting boards and was negatively flagged by GMI due to her involvement with the AMR Corporation bankruptcy.GMI said there was not one non-executive director who had general expertise in risk management. There were forensic accounting ratios related to asset-liability valuation that had extreme values either relative to industry peers or to our company’s own history. Kellogg had higher accounting and governance risk than 82% of companies. Kellogg had a higherspecial meeting. A meaningful shareholder class action litigation risk than 86% of all rated companies.Kellogg had been the target of allegations by a responsible party or media reports, or had been subject to fine, settlement or conviction related to the violation of indigenous people’s rights, related to sweat shop violations (direct or supply chain) and related to child labor violations (direct or supply chain). Our company had no links to environmental or social performance in its executive incentive pay policies.We did not have an independent board chairman and no independent Lead Director. We could not vote for each director annually, could not use written consent or cumulative voting and had no right to call a special meeting.71Returningmeeting is a way to bring an important matter to the coreattention of both management and shareholders outside the annual meeting cycle. This is important because there could be 15-months between annual meetings.Currently, 65% of S&P 500 companies allow shareholders to call a special meeting. Well over half of S&P 1500 companies also allow shareholders this right.According to Proxy Insight’s “Resolution Tracker,” between August 2019 and June 2020 the topic of this proposal fromproviding shareholders a right to call a special meeting won 57.5% at Electronic Arts, 70.2% at Sonoco Products, 52.3% at Verizon Communications, 97.3% at SPAR Group, and 78.9% at FleetCor Technologies.Large funds such as Vanguard, TIAA-CREF, BlackRock and SSgA Funds Management, Inc. (State Street) support the contextright of shareholders to call special meetings. For example, BlackRock includes the following in its proxy voting guidelines: “[S]hareholders should have the right to call a special meeting...”Consider also that 52.8% of shares voted to adopt a simple majority standard in 2020 but the Board has failed to act.We urge the Board to join the mainstream of major U.S. companies and establish a right for shareholders owning 15% of our clearly improvable corporate climate, pleaseoutstanding common stock to call a special meeting.Please vote to protect shareholder value:Simple Majority Vote —for: Special Shareowner Meetings – Proposal 6Our Response —- Statement in OppositionResponse to Proposal:TheStatement of Board has carefully consideredof DirectorsKellogg’s Board of Directors is committed to maintaining strong governance practices and recognizes the above proposal,sentiment of many shareowners and believes that it is not in the best interest of the Shareowners. Consequently, the Board recommends that the Shareowners vote against the proposal for the following reasons:Voting Requirements.institutional investor groups who favor allowing shareowners to call special meetings. The Board believes that the supermajority voting standards under Kellogg’s Amended Restated Certificate of Incorporation and Bylaws (collectively, governance documents)there are appropriate and necessary. Under Kellogg’s existing governance documents, a simple majority vote requirement already applies to most matters submitted for Shareowner approval. Our governance documents require the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote for a few, but important, matters of corporate structure and governance, which are as follows: (i) an alteration, amendment or repeal, or any new provision, inconsistent with certain provisions of the existing governance documents; (ii) Kellogg’s merger or consolidation with or into another entity; (iii) the sale, lease, exchange or other disposition of all or substantially all of Kellogg’s assets; (iv) the liquidation or dissolution of Kellogg; or (v) the removal of directors for cause outside the Shareowner annual meeting process. The Board believes that in these limited circumstances the higher voting requirements are more representative of all Shareowners for a variety of reasons, the most relevant of which are described below.Broad Consensus of All Shareowners. Delaware law permits supermajority voting requirements and a number of publicly-traded companies have adopted these provisions to preserve and maximize long-term value for all Shareowners. Because these provisions give holders of less than a majority of the outstanding shares the ability to defeat a proposed extraordinary transaction or fundamental change, they generally have the effect of giving minority shareowners a greater voice in corporate structure and governance. The Board strongly believes that extraordinary transactions and fundamental changes to corporate governance should have the support of a broad consensus of Kellogg’s Shareowners rather than a simple majority. Our governing documents were intentionally created to include a supermajority vote standard that would applyvalid perspectives with respect to the areas described above becauseright of their importanceshareowners to Kellogg. The Board also believescall special meetings, and expects that the supermajority vote requirements protect Shareowners, particularly minority shareowners, against the potentially self-interested actions of short-term investors. Without these provisions, it would be possible for a group of short-term Shareownersperspectives will continue to approve an extraordinary transaction that is not in the best interest of Kellogg and opposed by nearly half of Kellogg’s Shareowners.Fiduciary Duty. The Board is subject to fiduciary duties under the law to act in a manner that it believes to be in the best interests of Kellogg and its Shareowners. Shareowners, on the other hand, do not have the same fiduciary duty as the Directors.evolve. As a result, a group of short-term Shareowners may act in their own self-interests to the detriment of other Shareowners. Accordingly, the supermajority voting standards are necessary to safeguard the long-term interests of Kellogg and its Shareowners.Protection Against Certain Takeovers. The supermajority voting provisions further protect Kellogg’s Shareowners by encouraging persons or firms making unsolicited takeover bids to negotiate directly with the Board. As noted above,such, the Board has a fiduciary duty underdetermined to use this proposal to provide the lawopportunity for Shareowners to act in a manner that it believes to be in the best interests of Kelloggexpress their views on this topic, and its Shareowners. In addition, more than 75% of Kellogg’s Board members are ‘independent’ under the standards adopted by the New York Stock Exchange. Supermajority voting requirements encourage potential acquirers to deal directly with the Board which in turn enhances the Board’s ability to consider the long-term interests of all Shareowners. Kellogg believes that its independent Board is in the best position to evaluate proposed offers, to consider alternatives, and to protect Shareowners against abusive tactics during a takeover process, and as appropriate, to negotiate the best possible return for all Shareowners. Elimination of these supermajority provisions would make it more difficult for Kellogg’s independent, Shareowner-elected Board to preserve and maximize value for all Shareowners in the event of an unsolicited takeover bid.72Corporate Governance Practices. Kellogg’s Nominating and Governance Committee regularly considers and evaluates corporate governance developments and recommends appropriate changes to the Board. As discussed in this Proxy Statement, the Board operates under corporate governance principles and practices that are designed to maximize long-term Shareowner value, align the interests of the Board and management with those of our Shareowners, and promote high ethical conduct among our Directors and employees. Additionally, Kellogg’s governance policies and practices fully comply with all corporate governance standards of the NYSE and SEC. The Board believes that implementation of this proposal would adversely impact Kellogg’s carefully considered corporate governance practices and, therefore, is not needed or advisable, or in the best interests of Kellogg and its Shareowners.Effect of Proposal. will respond accordingly.It is important to note that Shareowner approval of this proposal would not inby itself remove the supermajority vote standards.establish a shareholder right to call special meetings. Under the governance documents,our Certificate of Incorporation, to change the supermajority standards,allow special meetings to be called by Shareowners, the Board must first authorize amendments to Kellogg’s governance documents.the appropriate amendments. Shareowners would then have to approve each of those amendments with an affirmative vote of not less than two-thirds of the outstanding shares of Kellogg entitled to vote generally.Board Recommendation. After careful consideration of this proposal, the Board has determined that retention of the supermajority voting requirements remainsgenerally in the long-term best interestselection of Kellogg and its Shareowners. The Board believes that the substantial benefits of a supermajority voting requirement do not come at the expense of prudent corporate governance. To the contrary, the voting requirement is designed to protect the interests of all Shareowners.FOR THESE REASONS, THE BOARD OF DIRECTORS RECOMMENDS MAKES NO RECOMMENDATION ON THIS PROPOSAL.2021 Proxy Statement 65 Security OwnershipFive Percent HoldersThe following table shows each person who, based upon their most recent filings or correspondence with the SEC, beneficially owns more than 5% of our common stock.Beneficial Owner/Address Shares
Beneficially OwnedPercent of Class on
December 31, 2020W.K. Kellogg Foundation Trust(1)
c/o Northern Trust Corporation
50 South LaSalle Street
Chicago, IL 6060363,807,741 (2) 18.6 % The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 1935528,109,970 (3) 8.2 % Gordon Gund
14 Nassau Street
Princeton, NJ 08542-452323,390,292 (4) 6.8 % KeyCorp
127 Public Square
Cleveland, OH 44114-130623,249,631 (5) 6.8 % BlackRock, Inc.
55 East 52nd Street
New York, NY 1005523,056,117 (6) 6.7 % (1)According to a Schedule 13G/A VOTE “AGAINST” THE PROPOSAL.filed with the SEC on February 11, 2021, the W.K. Kellogg Foundation Trust (the “Kellogg Trust”) shares voting and investment power with the W.K. Kellogg Foundation (the “Kellogg Foundation”) and the trustees of the Kellogg Trust with respect to 60,465,170 shares of Kellogg Company, or 17.6% of our outstanding shares on December 31, 2020. As of that date, the trustees of the Kellogg Trust were Steve Cahillane, Ramón Murguía, La June Montgomery Tabron and Northern Trust Company. The Kellogg Foundation, a Michigan charitable corporation, is the sole beneficiary of the Kellogg Trust. Under the agreement governing the Kellogg Trust (the “Agreement”), at least one trustee of the Kellogg Trust must be a member of the Kellogg Foundation’s Board, and one member of our Board must be a trustee of the Kellogg Trust. The Agreement provides if a majority of the trustees of the Kellogg Trust (which majority must include the corporate trustee) cannot agree on how to vote the Kellogg stock, the Kellogg Foundation has the power to direct the voting of such stock. With certain limitations, the Agreement also provides that the Kellogg Foundation has the power to approve successor trustees, and to remove any trustee of the Kellogg Trust. The shares of Kellogg Company owned directly by Mr. Cahillane and Ms. Montgomery Tabron are reflected in the Officer and Director Stock Ownership table below.73(2)According to a Schedule 13G/A filed with the SEC on February 12, 2021, Northern Trust Corporation has sole voting power for 470,655 shares, shared voting power for 63,326,169 shares (including those shares beneficially owned by the Kellogg Trust), sole investment power for 1,886,785 shares and shared investment power for 61,484,294 shares (including those shares beneficially owned by the Kellogg Trust). Northern Trust Corporation, as parent holding company for The Northern Trust Company, as trustee of the Kellogg Trust, shares voting and investment power with the other three trustees with respect to the 60,465,170 shares owned by the Kellogg Trust, which shares are reflected in Northern Trust Corporation’s totals above. The remaining shares not owned by the Kellogg Trust that are disclosed in the table above represent shares beneficially owned by Northern Trust Corporation and The Northern Trust Company unrelated to the Kellogg Trust.(3)According to a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group has sole voting power for 0 shares, shared voting power for 464,582 shares, sole investment power for 26,935,784 shares and shared investment power for 1,174,186 shares.(4)According to a Schedule 13G/A filed with the SEC on February 11, 2021, Gordon Gund has sole voting power for 23,198,423 shares, shared voting power for 191,869 shares, sole investment power for 0 shares and shared investment power for 191,869 shares. The shares over which Gordon Gund has sole voting power are held by various trusts for the benefit of certain members of the Gund family, as to which shares Gordon Gund disclaims beneficial ownership.(5)According to a Schedule 13G/A filed with the SEC on January 11, 2021, KeyCorp, as trustee for certain Gund family trusts, including the trusts discussed under (4) above, as well as other trusts, has sole voting power for 45,607 shares, shared voting power for 5,331 shares, sole investment power for 23,234,940 shares and shared investment power for 11,440 shares.(6)According to a Schedule 13G/A filed with the SEC on January 29, 2021, BlackRock, Inc. has sole voting power for 20,465,161 shares and sole investment power for 23,056,117 shares.66 Kellogg Company Security OwnershipOfficer and Director Stock OwnershipThe following table shows the number of shares of Kellogg common stock beneficially owned as of January 15, 2021, by each Director, each executive officer named in the Summary Compensation Table and all Directors and executive officers as a group.Name Shares(1)Options(2)Deferred StockUnits(3)Total BeneficialOwnership(4)Percentage Non-NEO Directors Stephanie Burns 19,173 — 6,715 25,889 * Carter Cast 10,245 — — 10,245 * Rick Dreiling 12,644 — 7,858 20,502 * Rod Gillum 5,863 — 3,268 9,130 * Zack Gund (5) 1,648,760 — 11,736 1,660,496 * Jim Jenness 43,078 — 13,875 56,953 * Donald Knauss 41,519 — — 41,519 * Mary Laschinger 23,491 — 15,833 39,324 * Erica Mann 5,863 — — 5,863 * La June Montgomery Tabron (6) 19,173 — — 19,173 * Mike Schlotman 500 — — 500 * Carolyn Tastad 14,101 — — 14,101 * Named Executive Officers Steve Cahillane (6) 80,493 480,566 12,965 574,024 * Amit Banati 41,464 178,816 — 220,280 * Chris Hood 27,889 322,889 — 350,778 * Gary Pilnick 62,258 403,602 — 465,860 * Alistair Hirst 37,161 308,692 — 345,853 * All Directors and executive officers as a group (23 persons)(7) 2,132,482 1,966,431 72,251 4,171,164 1.2 (1)Represents the number of shares beneficially owned, excluding shares which may be acquired through exercise of stock options and units held under our deferred compensation plans. Includes (i) restricted stock units that vested within 60 days of January 15, 2021; and (ii) the following number of shares held in Kellogg’s Grantor Trust for Directors and Executives related to the annual grants of deferred shares for Non-Employee Directors, which shares are subject to restrictions on voting and investment: Dr. Burns, 19,173 shares; Mr. Cast, 10,245 shares; Mr. Dreiling, 12,617 shares, Mr. Gillum, 5,863 shares; Mr. Zack Gund, 16,903 shares; Mr. Jenness, 30,200 shares; Mr. Knauss, 41,434 shares; Ms. Laschinger, 23,491 shares; Ms. Mann, 5,863 shares; Ms. Montgomery Tabron, 19,173 shares; Ms. Tastad 14,101 shares; and all Directors as a group, 199,063 shares.(2)Represents options that were exercisable on January 15, 2021 and options that become exercisable within 60 days of January 15, 2021.(3)Represents the number of common stock units held under our deferred compensation plans as of January 15, 2021. For additional information, refer to “2020 Director Compensation and Benefits — Elective Deferral Program” and “Compensation Discussion and Analysis — Compensation Policies — Deductibility of Compensation and Other Related Issues” for a description of these plans.(4)None of the shares listed have been pledged as collateral.(5)Includes: (i) 3,657 shares held by a trust for the benefit of Mr. Zack Gund and certain members of his family, of which Mr. Zack Gund is one of several trustees; (ii) 9,200 shares held in a trust for the benefit of certain members of Mr. Zack Gund’s family, of which a family member of Mr. Zack Gund’s is the trustee; and (iii) 1,619,000 shares held in family partnerships, the partners of which include a trust for the benefit of Mr. Zack Gund and he serves as a manager of these partnerships. As a result of these relationships, Mr. Zack Gund may have voting and dispositive power over all such shares. Mr. Zack Gund disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.(6)Does not include shares owned by the Kellogg Trust, as to which Mr. Cahillane and Ms. Montgomery Tabron, as trustees of the Kellogg Trust as of the date of this table, hold voting and investment power, or shares as to which the Kellogg Trust or the Kellogg Foundation have a current beneficial interest.(7)Includes 3,657 shares held by a trust for the benefit of the applicable Director and certain family members, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 9,200 shares held in a trust for the benefit of certain family members of the applicable Director, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 1,619,000 shares held in family partnerships, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 81,078 shares held jointly with spouse, of which the applicable Director and his wife share voting and investment power; 51,471 shares held by spouse and children; 403,602 options held by spouse; and 1,085 shares held in our Savings & Investment Plans.2021 Proxy Statement 67 About The MeetingInformation About this Proxy StatementWhy You Received this Proxy Statement. You have received these proxy materials because our Board of Directors, which we refer to as the Board, is soliciting your proxy to vote your shares at the 2021 Annual Meeting of Shareowners of Kellogg to be held at 1:00 p.m. Eastern Time on Friday, April 30, 2021, or any adjournments thereof. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares. On March , 2021, we began to mail to our Shareowners of record as of the close of business on March 2, 2021, either a notice containing instructions on how to access this proxy statement and our annual report online or a printed copy of these proxy materials. If you own our common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one notice or set of these proxy materials. To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent, Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342, Brentwood, NY 11717; phone number: (877) 910-5385 or e-mail: shareholder@broadridge.com.Notice of Electronic Availability of Proxy Statement and Annual Report. As permitted by SEC rules, we are making this proxy statement and our annual report available to our Shareowners electronically via the Internet. The notice of electronic availability contains instructions on how to access this proxy statement and our annual report and vote online. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice.Summary Processing. The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of annual meeting materials. This printing method is referred to as “summary processing” and may result in cost savings. To take advantage of this opportunity, we have summarized on one notice or set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted Shareowner prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or annual meeting materials, as requested, to any Shareowner to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or annual meeting materials, contact Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.If you are currently a Shareowner sharing an address with another Shareowner and wish to receive only one copy of future notices or annual meeting materials for your household, please contact Broadridge at the above phone number or address.Who Can Vote — Record DateThe record date for determining Shareowners entitled to vote at the Annual Meeting is March 2, 2021. Each of the approximately _____ shares of Kellogg common stock issued and outstanding on that date is entitled to one vote at the Annual Meeting.A list of the names of Shareowners entitled to vote at the Annual Meeting will be available for at least ten days prior to the Annual Meeting. To arrange review of the list of Shareowners for any purpose relevant to the Annual Meeting, please contact Investor Relations at (269) 961-2800. The Shareowner list will also be available during the virtual Annual Meeting for examination by Shareowners at www.virtualshareholdermeeting.com/K2021.How to Vote — Proxy InstructionsIf you received a notice of electronic availability, you cannot vote your shares by filling out and returning the notice. The notice, however, provides instructions on how to vote by Internet, by telephone or by requesting and returning a paper proxy card or voting instruction card.If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the shareowner of record. As the shareowner of record, you have the right to vote at the meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the shareowner of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from your broker, nominee or trustee that holds your shares, giving you the right to vote the shares at the meeting.68 Kellogg Company About The MeetingWhether you hold shares directly as a registered shareowner of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, nominee or trustee. In most cases, you will be able to do this by telephone, by using the Internet or by mail if you received a printed set of the proxy materials.Due to concerns relating to the coronavirus (COVID-19) pandemic, and to support the health and well-being of our Shareowners and employees, this year’s Annual Meeting will be virtual and will be held entirely online via live webcast at the Annual Meeting Website. There will not be an option to attend the meeting in person. To be admitted to the Annual Meeting at the Annual Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice. You may vote your shares and submit your questions during the Annual Meeting by following the instructions available on the Annual Meeting Website during the meeting. If you do not have access to the Internet and are interested in attending, please contact Kellogg Investor Relations at (269) 961-2800, or (844) 986-0822 (US) or (303) 562-9302 (International).By Telephone or Internet — You may submit your proxy by following the instructions provided in the notice of electronic availability, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. The telephone and Internet voting procedures have been set up for your convenience and have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. The deadline for voting by telephone or via the Internet is 11:59 p.m. Eastern Time on Thursday, April 29, 2021.By Mail — If you received printed proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or, for shares held beneficially in street name, by following the voting instructions included by your broker, nominee or trustee, and mailing it in the enclosed envelope.If you wish to vote using the proxy card, complete, sign, and date your proxy card and return it to us by April 29, 2021.Whether you vote by telephone, over the Internet or by mail, you may specify: whether you approve, disapprove or abstain from voting on: each of the nominees for Director (Proposal 1); the advisory resolution to approve Kellogg’s executive compensation (Proposal 2); the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021 (Proposal 3); the management proposal to reduce supermajority vote requirements (Proposal 4); and the Shareowner Proposal, if properly presented at the meeting (Proposal 5).When a properly executed proxy is received, the shares represented thereby, including shares held under our Dividend Reinvestment Plan, will be voted by the persons named as the proxy according to each Shareowner’s directions. Proxies will also be considered to be voting instructions to the applicable Trustee with respect to shares held in accounts under our Savings & Investment Plans and other applicable employee benefit plans.If the proxy is properly executed but you do not specify how you want to vote your shares on your proxy card or voting instruction card, or voting by telephone or over the Internet, we will vote them “For” the election of all nominees for Director as set forth under Proposal 1 - Election of Directors below, “For” Proposals 2 through 4, and “Abstain” for Proposal 5, or otherwise at the discretion of the persons named in the proxy card.Revocation of ProxiesIf you are a Shareowner of record, you may revoke your proxy at any time before it is exercised in any of three ways:•by submitting written notice of revocation to our Secretary;•by submitting another proxy by telephone, via the Internet or by mail that is later dated and, if by mail, that is properly signed; or•by voting at the meeting.If your shares are held in street name, you must contact your broker, nominee or trustee to revoke and vote your proxy.QuorumA quorum of Shareowners is necessary to hold a valid meeting. A quorum will exist if the holders representing a majority of the votes entitled to be cast by the Shareowners at the Annual Meeting are present or represented by proxy. Broker “non-votes” and abstentions are counted as present at the Annual Meeting for purposes of determining whether a quorum exists. A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under current New York Stock Exchange rules, nominees would have discretionary voting power for ratification of PricewaterhouseCoopers LLP (Proposal 3), but not for voting on the election of Directors (Proposal 1), the advisory resolution to approve Kellogg’s executive compensation (Proposal 2), to the management proposal to reduce supermajority vote requirements (Proposal 4), or the Shareowner Proposal (Proposal 5).2021 Proxy Statement 69 About The MeetingRequired VoteOur bylaws contain a majority voting standard for the election of Directors in an uncontested election, such as this election. This means that, in order to be elected in an uncontested election, a Director nominee must receive a greater number of votes cast “for” such Director nominee than votes cast “against” such Director nominee (excluding abstentions). In addition, our Board has adopted a policy governing what will occur in the event that a Director nominee does not receive the required vote for a nominee’s election. No Director will be nominated for election or otherwise be eligible for service on the Board unless and until the candidate has delivered an irrevocable resignation to the Nominating and Corporate Governance Committee that would be effective upon (i) the Director’s failure to receive the required vote in an election of Directors and (ii) the Board’s acceptance of his or her resignation. If any nominee is unable or declines to serve, proxies will be voted for the balance of those named and for the person designated by the Board to replace any nominee. However, the Board does not anticipate that this will occur. For more information about this policy, see “Corporate Governance — Majority Voting for Directors; Director Resignation Policy.”The affirmative vote of the holders representing a majority of the shares present and entitled to vote at the Annual Meeting is necessary to approve the advisory resolution on Kellogg’s executive compensation (Proposal 2), to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2021 (Proposal 3), and to approve the Shareowner Proposal (Proposal 5). The affirmative vote of holders representing at least two-thirds of the voting power of our outstanding common stock is necessary for approval of the amendment to the Certificate of Incorporation and bylaws to reduce supermajority vote requirements (Proposal 4).Shares present but not voted because of abstention will have the effect of a “no” vote on Proposals 2 through 5. If you do not provide your broker or other nominee with instructions on how to vote your “street name” shares, your broker or nominee will not be permitted to vote them on non-routine matters (a broker “non-vote”) such as Proposals 1, 2, 4 and 5. Shares subject to a broker “non-vote” will not be considered entitled to vote with respect to Proposals 1, 2, 4 and 5, and will have no effect on the outcome of Proposals 1, 2 and 5, but will have the effect of a “no” vote on Proposal 4. Please note that brokers may not vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.Other BusinessWe do not intend to bring any business before the meeting other than that set forth in the Notice of the Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on that business and on any matters dealing with the conduct of the meeting pursuant to the discretionary authority granted in the proxy.CostsWe pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement. We have also made arrangements with brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy-soliciting materials to the beneficial owners of the Kellogg common stock at our expense. In addition, we have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and personal solicitation. For these services, we will pay D.F. King & Co., Inc. a fee of $16,000, plus reasonable expenses.70 Kellogg Company MiscellaneousShareowner Proposals or Director Nominees for the 20152022 Annual Meeting.MeetingShareowner proposals submitted for inclusion in our proxy statement for the 20152022 Annual Meeting of Shareowners must be received by us no later than , 2014.November 10, 2021. Other Shareowner proposals or Director nominations to be submitted from the floor must be received by us not earlier than , 2014November 10, 2021 and not later than , 2014,December 10, 2021, and must meet certain other requirements specified in our bylaws.Shareowner Nomination of Director Candidates for Inclusion in Proxy Statement for 2022 Annual MeetingShareowner nominations of director candidates for inclusion in our proxy materials for the 2022 Annual Meeting of Shareowners must be received by us not earlier than October 11, 2021 and not later than November 10, 2021. Any such nomination must meet the other requirements set forth in our bylaws.Annual Report on Form 10-K; No Incorporation by Reference.ReferenceUpon written request, we will provide any Shareowner, without charge, a copy of our Annual Report on Form 10-K for 20132020 filed with the SEC, including the financial statements and schedules, but without exhibits. Direct requests to Kellogg Company Consumer Affairs, P.O. Box CAMB, Battle Creek, Michigan 49016-198649016 (phone: (800) 962-1413), the Investor Relations Department, Kellogg Company, P.O. Box 3599, Battle Creek, MI 49016-3599 (phone: (269) 961-2800), or investor.relations@kellogg.com. You may also obtain this document and certain other of our SEC filings through the Internet at www.sec.gov or under “Investor Relations” at www.kelloggcompany.com, the Kellogg website.Notwithstanding any general language that may be to the contrary in any document filed with the SEC, the information in this proxy statement under the captions “Audit Committee Report,” and “Compensation and Talent Management Committee Report” shall not be incorporated by reference into any document filed with the SEC.By Order of the Board of Directors,Gary PilnickSenior Vice President, General Counsel, Corporate DevelopmentChairman and SecretaryMarch 2021 Proxy Statement 71 Appendix A: Proposed Amendment to The Kellogg Company Amended Restated Certificate of IncorporationSubject to approval by the requisite vote of shareowners of Kellogg, Article NINTH of the Amended Restated Certificate of Incorporation would be amended to read in its entirety as follows, with additions indicated by underlining and deletions indicated by strike-outs:NINTHThis Restated Certificate of Incorporation, as amended, shall be subject to alteration, amendment or repeal, and new provisions thereof may be adopted by the affirmative vote of the holders of not less than a majority of the outstanding shares of capital stock entitled to vote generally in the election of Directors (such outstanding shares hereinafter referred to collectively as the “Voting Stock”), 201474APPENDIX ANotwithstanding the foregoing and in addition to any other requirements of applicable law, the alteration, amendment or repeal of, or the adoption of any provision inconsistent with, this Article NINTH or Article TENTH, ELEVENTH or TWELFTH of this Restated Certificate of Incorporation, as amended, shall require the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders.PROPOSED AMENDMENT TO THE KELLOGG COMPANY AMENDED RESTATED CERTIFICATE OF INCORPORATIONThe Bylaws of this Corporation shall be subject to alteration, amendment or repeal, and new bylaws may be adopted (i) by the affirmative vote of the holders of not less than a majority of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders (but only if notice of the proposed change be contained in the notice to the stockholders of the proposed meeting), or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided, that any alteration, amendment or repeal, or the adoption of any provision inconsistent with Article II, Section 2 or Section 6, or Article III, Section 1, Section 2 or Section 5, or Article XIV, Section 1 of the Bylaws, shall require, Subject to approval by the requisite vote of shareowners of Kellogg, Article TENTH of the Amended Restated Certificate of Incorporation would be amended to read in its entirety as follows, with additions indicated by underlining and deletions indicated by strike-outs:TENTHThe number of Directors of this Corporation shall be not less than seven (7) nor more than fifteen (15). The exact number of Directors within such limitations shall be fixed from time-to-time by a resolution adopted by not less than two-thirds of the Full Board (as defined in Article NINTH). The Directors shall, until the Annual Meeting of Stockholders to be held in 2017 (the “2017 Annual Meeting”), be divided into three classes, as nearly equal in number as possible.The term of office for the class of directors elected at the Annual Meeting of Stockholders held in 2012 shall expire at the Annual Meeting of Stockholders to be held in 2015 (the “2015 Annual Meeting”), the term of office for the class of directors elected at the Annual Meeting of Stockholders held in 2013 shall expire at the annual meeting of the shareowners to be held in 2016, and the term of office for the class of directors elected at the Annual Meeting of Stockholders held in 2014 shall expire at the 2017 Annual Meeting, with the members of each class to hold office until their successors are elected and qualified. Commencing at the 2015 Annual Meeting, directors succeeding those whose terms are then expired shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders held in the year following the year of their election and until their successors are elected and qualified. Commencing with the 2017 Annual Meeting, the classification of the directors shall terminate and all directors shall be of one class and shall serve until the next Annual Meeting of Stockholders or until their earlier death, resignation, removal or disqualification. ,possible, with a term of office of three years, one class to expire each year. At each Annual Meeting of Stockholders, the class of Directors whose terms of office shall expire at such time shall be elected to hold office for terms expiring at the third succeeding Annual Meeting of Stockholders following their election. Each Director shall hold office until his successor shall be elected and shall qualify.Subject to the rights of the holders of any particular class or series of equity securities of this Corporation, (i) newly created directorships resulting from any increase in the total number of authorized Directors may be filled by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors, or by the stockholders, in accordance with the Bylaws, and (ii) any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors. Any Director so chosen shall hold officeuntil his or her successor is elected and qualified and, if the Board of Directors at such time is classified,for a term expiring at the Annual Meeting of Stockholders at which the term of office of the class of Directors to which he or she has been elected expires. No decrease in the total number of authorized Directors constituting the Board of Directors shall shorten the term of office of any incumbent Director.A-172 Kellogg Company Appendix A: Proposed Amendment to The Kellogg Company Amended Restated Certificate of IncorporationSubject to the rights of the holders of any particular class or series of equity securities of this Corporation, any Directorelected prior to the 2017 Annual Meeting and any director appointed to fill a vacancy of any director elected prior to the 2017 Annual meeting may be removed only for cause and only by the affirmative vote of the holders of not less than two-thirds a majority of the voting power of all shares of Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders, subject to any requirement for a larger vote contained in any applicable law, this Corporation’s Restated Certificate of Incorporation, as amended, or the Bylaws.AnyBylaws.Subject to approval by the requisite vote of shareowners of Kellogg, Article TWELFTH of the Amended Restated Certificate of Incorporation would be amended to read in its entirety as follows, with additions indicated by underlining and deletions indicated by strike-outs:TWELFTHExcept as otherwise expressly provided in the immediately following paragraph:(a)any merger or consolidation of this Corporation with or into any other directorcorporation other than a Subsidiary (as hereinafter defined); or(b)any sale, lease, exchange or other disposition by this Corporation or any Subsidiary of assets constituting all or substantially all of the assets of this Corporation and its Subsidiaries taken as a whole, to or with, any other person or entity in a single transaction or series of related transactions; or(c)any liquidation or dissolution of this Corporation;shall require, in addition to any vote required by law or otherwise, the affirmative approval of holders of not less than two-thirds a majority of the voting power of the Voting Stock.The provisions of this Article TWELFTH shall not apply to any transaction described in the immediately preceding paragraph if such transaction is approved by a majority of the Continuing Directors (as hereinafter defined).For purposes of this Article TWELFTH, (a) the term “Subsidiary” means any corporation of which a majority of each class of equity security is beneficially owned, directly or indirectly, by this Corporation; (b) the term “Affiliate”, as used to indicate a relationship to a specified person, shall mean a person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person, except that, notwithstanding the foregoing, a Director of this Corporation shall not be deemed to be an Affiliate of a specified person if such Director, in the absence of being a stockholder, Director or officer of this Corporation, or a Director or officer of any Subsidiary, would not be an Affiliate of such specified person; (c) the term “Associate”, as used to indicate a relationship with a specified person, shall mean (i) any corporation, partnership or other organization of which such specified person is an officer or partner, or beneficially owns, directly or indirectly, ten percent or more of any class of equity securities; (ii) any trust or other estate in which such specified person has a substantial beneficial interest, or as to which such specified person serves as trustee or in a similar fiduciary duty; (iii) any relative or spouse of such specified person, or any relative of such spouse who has the same home as such specified person; and (iv) any person who is a Director or officer of such specified person or any of its Affiliates, except that notwithstanding clauses (i), (ii), (iii) and (iv) above, a Director of this Corporation shall not be deemed to be an Associate of a specified person if such Director, in the absence of being a stockholder, Director or officer of this Corporation, or a Director or officer of any Subsidiary, would not be an Associate of such specified person; (d) the term “Transacting Entity” shall mean (i) a corporation with which this Corporation merges or consolidates in a transaction described in clause (a) of the first paragraph of this Article TWELFTH; (ii) a person or entity to which this Corporation sells, leases, exchanges or otherwise disposes of assets in a transaction described in clause (b) of the first paragraph of this Article TWELFTH; or (iii) a person, other than the Chief Executive Officer of this Corporation, or entity, who shall propose a liquidation or dissolution described in clause (c) of the first paragraph of this Article TWELFTH; and (e) the term “Continuing Director” shall mean a Director who is neither an Affiliate nor an Associate of the Transacting Entity, provided that if there be no Transacting Entity, each Director is a Continuing Director.2021 Proxy Statement 73 Appendix B: Proposed Amendment to The Kellogg Company BylawsSubject to approval by the requisite vote of shareowners of Kellogg, Article XIV of the Bylaws would be amended to read in its entirety as follows, with additions indicated by underlining and deletions indicated by strike-outs:ARTICLE XIVAMENDMENTSECTION 1. AMENDMENT. Except to the extent otherwise provided in the Certificate of Incorporation, these Bylaws shall be subject to alteration, amendment of repeal, and new bylaws may be removed from officeadopted (i) by the affirmative vote of the holders of not less than a majority of the voting power of all shares of the Voting Stock (as such term is defined in Article NINTH of the Certificate of Incorporation), voting together as a single class, at any regular or special meeting of the shareowners (but only if notice of the proposed change be contained in the notice to the shareowners of the proposed action), or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided that any alteration, amendment of repeal made with respect to, or without cause, bythe adoption of, a new bylaw inconsistent with Article II, Section 2, or Article III, Section 1, Section 2, Section 5, or Section 7, or this Article XIV, Section 1 of these Bylaws, shall require, in the case of clause (i), the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or, special meetingin the case of clause (ii), the affirmative vote of Directors constituting not less than two-thirds of the stockholders, subject to any requirement for a larger vote contained in any applicable law, this Corporation’s Restated Certificate of Incorporation, as amended, or the Bylaws.Full Board.A-2
KELLOGG COMPANY, BATTLE CREEK, MICHIGAN 49017-3534
Kellogg Company 
Kellogg Company, Battle Creek, Michigan 49017-35342021 Proxy Statement 75 
POST OFFICE BOX 3599ONE KELLOGG SQUAREBATTLE CREEK, MI 49016-359949106-3599 VOTE BY INTERNETBefore The meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form.During The meeting - Go towww.virtualshareholdermeeting.com/K2021You may attend the meeting via the Internet and vote during the meeting. Have your proxy card and voting instruction card in hand when you access the website and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and follow the instructions from the telephone voting site.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Kellogg Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by Kellogg Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Kellogg Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M54793-P35254-Z59791 D36020-P52326-Z79421 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KELLOGG COMPANY For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the The Board of Directors recommends a vote FOR each of the nominees for director in Proposal 1. number(s) of the nominee(s) on the line below. ¨ ¨ ¨ 2) Stephanie A. Burns 4) Rogelio Rebolledo The Board of Directors recommends a vote FOR Proposals 2 through 4. For Against Abstain The Board of Directors recommends a vote AGAINST Proposals 5 and 6. NOTE:The undersigned also authorizes 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. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KELLOGG COMPANYThe Board of Directors recommends a vote FOR each of the nominees for director in Proposal 1. 1. Election of Directors (term expires 2024) For Against Abstain Nominees: 1a. Carter Cast o o o 1b. Zack Gund o o o 1c. Don Knauss o o o 1d. Mike Schlotman o o o The Board of Directors recommends a vote FOR Proposals 2 through 4. 2. Advisory resolution to approve executive compensation. o o o 3. Ratification of the appointment of PricewaterhouseCoopers LLP as Kellogg’s independent registered public accounting firm for fiscal year 2021. o o o 4. Management proposal to reduce supermajority vote requirements. o o o The Board of Directors makes no recommendation on Proposal 5. 5. Shareowner proposal, if properly presented at the meeting, to adopt shareowner right to call a special meeting. o o o NOTE: The undersigned also authorizes 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.NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, or guardian, please give full name and title as such.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KELLOGG COMPANYINFORMATION ABOUT ATTENDINGTHE ANNUAL MEETING OF SHAREOWNERSADMISSION TICKET(not transferable)You are cordially invited to attend the 20142021 Annual Meeting of Shareowners of Kellogg Company to be held on Friday, April 25, 201430, 2021 at 1:00 p.m. (Eastern Time). Due to concerns relating to the coronavirus (COVID-19) pandemic, and to support the health and well-being of our Shareowners and employees, this year’s Annual Meeting will be virtual and will be held entirely online via live webcast at www.virtualshareholdermeeting.com/K2021. There will not be an option to attend the meeting in person.Attendance at the W. K. Kellogg Auditorium, 50 West Van Buren Street, Battle Creek, Michigan.Please present this admission ticketAnnual Meeting will be limited to Shareowners only. You are entitled to participate in order to gain admittancethe Annual Meeting if you were a Shareowner as of the close of business on March 2, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the meeting. This ticket admits onlyAnnual Meeting at www.virtualshareholdermeeting.com/K2021 (the “Annual Meeting Website”), you must enter the shareowner(s) listed16-digit control number found on your proxy card, voting instruction form or notice. You may vote your shares and submit your questions during the Annual Meeting by following the instructions available on the reverse sideAnnual Meeting Website during the meeting. If you do not have access to the internet and is not transferable. If these shares are heldinterested in the name ofattending, please contact Kellogg Investor Relations a broker, trust, bankother nominee, you should bring a proxy(844) 986-0822 (US) or letter from the broker, trustee, bank or nominee confirming the beneficial ownership of the shares.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20142021 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON APRIL 25, 2014:30, 2021: The Notice of the Annual Meeting, the Proxy Statement, and the annual report,Annual Report, including Form 10-K, are available at http:https://investor.kelloggs.com.M54794-P35254-Z59791D36020-P52326-Z79421 KELLOGG COMPANY PROXY SOLICITED BY THE BOARD OF DIRECTORSFOR ANNUAL MEETING OF SHAREOWNERS, APRIL 25, 201430, 2021The undersigned appoints James M. JennessSteve Cahillane and Gordon Gund,Don Knauss, or each one of them as shall be in attendance at the meeting, as proxy or proxies, with full power of substitution, to represent the undersigned at the 20142021 Annual Meeting of Shareowners of Kellogg Company to be held on April 25, 201430, 2021 and at any postponement or adjournment of the meeting, and to vote on behalf of the undersigned as specified on this Proxy the number of shares of common stock of Kellogg Company as the undersigned would be entitled to vote if personally present, upon the matters referred to on the reverse side hereof, and, in their discretion, upon any other business as may properly come before the meeting.The undersigned acknowledges receipt of the Notice of the 20142021 Annual Meeting of Shareowners and of the accompanying proxy statement and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed. If this Proxy is executed, but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the nominees for director in proposal 1, “FOR” proposals 2 through 4, and “AGAINST” proposals“ABSTAIN” for proposal 5, and 6, each of which is set forth on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting and any adjournment or postponement thereof.IMPORTANT —- This Proxy is continued and must be signed and dated on the reverse side.