8-K
Lamb Weston Holdings, Inc. (LW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of TheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 29, 2022
Lamb Weston Holdings, Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 1-37830 | 61-1797411 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 599 S. Rivershore Lane | ||
| --- | --- | |
| Eagle, Idaho | 83616 | |
| (Address of principal executive offices) | (Zip Code) | |
| (208) 938-1047 | ||
| --- | ||
| (Registrant’s telephone number, including area code) | ||
| N/A | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | LW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 29, 2022, we held our annual meeting of stockholders in Eagle, Idaho. A total of 143,722,324 shares of our common stock, or 87.08% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:
| 1. | Our stockholders elected ten directors to each serve a one-year term until our 2023 annual meeting of stockholders or until his or<br>her successor has been duly chosen and qualified, based on the following voting results: | |||
|---|---|---|---|---|
| Director | For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Peter J. Bensen | 112,455,254 | 386,142 | 194,881 | 12,125,214 |
| Charles A. Blixt | 105,553,294 | 5,242,788 | 2,240,195 | 12,125,214 |
| Robert J. Coviello | 109,894,226 | 2,946,804 | 195,247 | 12,125,214 |
| André J. Hawaux | 112,377,518 | 458,285 | 200,474 | 12,125,214 |
| W.G. Jurgensen | 110,914,425 | 1,925,336 | 196,516 | 12,125,214 |
| Thomas P. Maurer | 112,401,358 | 438,535 | 196,384 | 12,125,214 |
| Hala G. Moddelmog | 110,494,261 | 2,356,139 | 185,877 | 12,125,214 |
| Robert A. Niblock | 112,443,010 | 396,107 | 197,160 | 12,125,214 |
| Maria Renna Sharpe | 110,012,017 | 2,840,963 | 183,297 | 12,125,214 |
| Thomas P. Werner | 112,381,387 | 456,678 | 198,212 | 12,125,214 |
| 2. | Our stockholders approved on an advisory basis our named executive officer compensation, based on the following voting results: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 95,747,114 | 16,738,516 | 550,647 | 12,125,214 | |
| 3. | Our stockholders ratified the selection of KPMG LLP as our independent auditors for the year ending May 28, 2023, based on the following<br>voting results: | |||
| --- | --- | |||
| For | Against | Abstain | ||
| --- | --- | --- | ||
| 124,801,230 | 170,869 | 189,392 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LAMB WESTON HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Eryk J. Spytek | |
| --- | --- | --- |
| Name: | Eryk J. Spytek | |
| Title: | Senior Vice President, General Counsel and Chief Compliance Officer |
Date: September 30, 2022