Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg. Effective as of 12:01 a.m., New York City time on the Distribution Date, the common stock of WK Kellogg was distributed, on a pro rata basis, to Kellanova’s stockholders of record as of the close of business on September 21, 2023 (the “Record Date”). On the Distribution Date, each of the stockholders of Kellanova received one share of WK Kellogg’s common stock for every four shares of Kellanova’s common stock held by such stockholder on the Record Date (the “Distribution”). Fractional shares of WK Kellogg’s common stock were not delivered in the Distribution. Any fractional share of WK Kellogg’s common stock otherwise issuable to a Kellanova stockholder was or will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash payment for the fractional share based on the stockholder’s pro rata portion of the net cash proceeds from sales of all fractional shares.
The Spin-Off was completed pursuant to the Separation and Distribution Agreement. For a summary of the Separation and Distribution Agreement, please refer to the description included in the Registration Statement under “Certain Relationships and Related Party Transactions—Agreements with Kellogg ParentCo,” which description is incorporated herein by reference. The description of the Separation and Distribution Agreement is qualified in its entirety by reference to the full text of the Separation and Distribution Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the consummation of the Distribution, Gary Pilnick, the Vice Chairman and Chief Legal Officer resigned from Kellanova. This resignation was in connection with Mr. Pilnick’s appointment as Chief Executive Officer of WK Kellogg upon consummation of the Distribution.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Name Change
On September 29, 2023, Kellogg Company filed with the Secretary of State of the State of Delaware a restated certificate of incorporation (the “Restated Certificate of Incorporation”), which restates and integrates and does not further amend the certificate of incorporation, except to change its corporate name from “Kellogg Company” to “Kellanova” (as permitted under Sections 242(a)(1) and 242(d)(1)(A) of the General Corporation Law of the State of Delaware), effective as of 12:01 a.m. New York City time on the Distribution Date. The foregoing description of the Restated Certificate of Incorporation is not complete and is subject to, and qualified in its entirety by, the complete text of the Restated Certificate of Incorporation which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
Press Release
On October 2, 2023, Kellanova issued a press release announcing the completion of the Spin-Off. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.
Pension Plan Events
As a result of the Spin-Off, the Kellogg Company Pension Plan (EIN 38-0710690; PN 004) (the “KCPP”) and the Kellanova Muncy Pension Plan (EIN 38-0710690; PN: 015) (the “Muncy Pension Plan”) continue to be sponsored by Kellanova, and the Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Pension Plan (EIN: 38-0710690; PN 005) (the “Grain Millers Pension Plan”) is now sponsored by WK Kellogg. In connection with the transfer of sponsorship of the Grain Millers Pension Plan to WK Kellogg, the name of the Grain Millers Pension Plan was amended to be the WK Kellogg Co - Bakery, Confectionery, Tobacco Workers and Grain Millers Pension Plan (EIN 92-1243173; PN: 002). As a result of the