Exhibit 24
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
July 26, 2023
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Norma Barnes-Euresti, Gordon Paulson and Stephanie White,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(i)execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director and/or owner of
greater than 10% of the outstanding common stock of WK Kellogg Co, a
Delaware corporation (the "Company"), Forms 3, 4 and 5 (including any
amendments, supplements or exhibits thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(ii)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 (including any amendments, supplements or
exhibits thereto) and timely file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange
or similar authority, including without limitation the filing of a Form
ID or any other documents necessary or appropriate to enable the
undersigned to file the Form 3, 4 and 5 electronically with the SEC;
(iii)seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to each of the
undersigned's attorneys-in-fact appointed by this Power of Attorney and
ratifies any such release of information; and
(iv)take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.
Signed and acknowledged:
/s/ Julio Nemeth
----------------
Julio Nemeth
