8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): March 18, 2020

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Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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

On March 18, 2020, the Board of Directors (the “Board”) of Lamb Weston Holdings, Inc. increased the size of the Board from nine to ten members and appointed Robert J. Coviello and Robert A. Niblock to serve as directors on the Board. Prior to these appointments, there was a vacancy on the Board as a result of a director’s retirement. The Board also appointed Mr. Coviello a member of the Compensation Committee and Nominating and Corporate Governance Committee and Mr. Niblock a member of the Audit and Finance Committee. All of these actions were effective March 18, 2020.

Mr. Coviello, age 51, has served as Senior Vice President, Sustainability and Government Affairs of Bunge Limited, an agribusiness and food company, since May 2019. Prior to that, he served as Chief Growth and Strategy Officer from January 2019 until April 2019 and Managing Director, China, Southeast Asia and Australia from 2016 to 2018. Since joining Bunge Limited in 2003, Mr. Coviello has also held a variety of commercial leadership positions in Asia, Europe and the United States, including Asia Commercial Director, Agribusiness and Director, Global Operations. Prior to Bunge Limited, he served in various merchant and trading roles with Cargill, Incorporated, a provider of food, agricultural, financial and industrial products and services.

Mr. Niblock, age 57, served as Chairman of the Board and Chief Executive Officer of Lowe’s Companies, Inc., a retail company specializing in home improvement (“Lowe’s”), from January 2005 until July 2018 and as President of Lowe’s from 2011 until July 2018, after having served in that role from 2003 to 2006. Mr. Niblock became a member of the board of directors of Lowe’s when he was named Chairman- and CEO-elect in 2004. Mr. Niblock joined Lowe’s in 1993, and, during his career with the company, he also served as Vice President and Treasurer, Senior Vice President, and Executive Vice President and Chief Financial Officer. Before joining Lowe’s, Mr. Niblock had a nine-year career with Ernst & Young, LLP, a professional services firm. Mr. Niblock served as a member of the board of directors of the Retail Industry Leaders Association from 2003 until 2018 and served as its Secretary from 2012 until 2018. He previously served as its chairman in 2008 and 2009 and as vice chairman in 2006 and 2007. Mr. Niblock has served on the board of directors of ConocoPhillips since February 2010.

Messrs. Coviello and Niblock will receive the same compensation as our other non-employee directors, which compensation includes an annual retainer of $100,000 and an annual grant of restricted stock units with an equity grant value of $140,000. Both the retainer and stock award will be pro-rated for their first year of service. There are no transactions between Messrs. Coviello and Niblock and us that would be reportable under Item 404(a) of Regulation S-K. Neither Mr. Coviello nor Mr. Niblock was selected pursuant to any arrangement or understanding between him and any other person.

On March 18, 2020, we issued a press release announcing the appointments of Messrs. Coviello and Niblock to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.

Exhibit 99.1

Lamb Weston Announces Addition of TwoNew Directors

Robert J. Coviello and Robert A. NiblockJoin Lamb Weston Board of Directors

EAGLE, ID (March 18, 2020) – Lamb Weston Holdings, Inc. (NYSE: LW) announced today the appointments of Robert J. Coviello, Senior Vice President, Sustainability and Government Affairs at Bunge Limited, and Robert A. Niblock, former Chairman, President and CEO of Lowe’s Companies, to its Board of Directors, effective March 18, 2020.

“Robert Niblock and Rob Coviello are excellent additions to the Board,” said Tom Werner, President and CEO, Lamb Weston. “Their varied, but extensive, experience and strategic skills will contribute to Lamb Weston’s continued growth in the coming years.”

Mr. Coviello has served as the Senior Vice President, Sustainability and Government Affairs at Bunge Limited since 2019. As a member of the Bunge team for more than 17 years, he has held a variety of commercial leadership positions in Asia, Europe and the U.S. Prior to Bunge, he served in various merchant and trading roles with Cargill.

Mr. Niblock is the former Chairman and Chief Executive Officer for Lowe’s Companies, Inc., a role he held from 2005 to 2018. He also served as President of Lowe’s from 2011 until 2018, after having served in that role from 2003 to 2006. Prior to his role leading the organization, he was the Executive Vice President and Chief Financial Officer for Lowe’s. Mr. Niblock joined Lowe’s in 1993 and held various roles of increasing responsibility in the finance organization.

“Rob Coviello and Robert Niblock are strong additions to Lamb Weston’s Board of Directors,” said W.G. Jurgensen, Chairman of the Board. “I look forward to the perspectives they will bring to the table based on their deep business experience.”

About Lamb Weston

Lamb Weston is a leading supplier of frozen potato, sweet potato, appetizer and vegetable products to restaurants and retailers around the world. For more than 60 years, Lamb Weston has led the industry in innovation, introducing inventive products that simplify back-of-house management for our customers and make things more delicious for their customers. From the fields where Lamb Weston potatoes are grown to proactive customer partnerships, Lamb Weston always strives for more and never settles. Because, when we look at a potato, we see possibilities. Learn more about us at lambweston.com.