8-K - LW - Equibles

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 ofearliest event reported): September 24, 2020

Lamb Weston Holdings, Inc.

(Exact name of registrant as specifiedin its charter)

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
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Eagle, Idaho	83616
(Address of principal executive offices)	(Zip Code)
(208) 938-1047
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(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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name 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 24, 2020, we held our annual meeting of stockholders in Eagle, Idaho. A total of 131,972,373 shares of our common stock, or 90.4% 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 2021 annual meeting of stockholders or until<br>his or her successor has been duly chosen and qualified, based on the following voting results:
Director	For		Against		Abstain		BrokerNon-Votes
---	---	---	---	---	---	---	---	---
Peter J. Bensen		116,895,516		3,213,078		97,481		11,766,298
Charles A. Blixt		117,992,899		2,101,997		111,179		11,766,298
Robert J. Coviello		119,316,365		788,365		101,345		11,766,298
André J. Hawaux		119,813,371		291,513		101,191		11,766,298
W.G. Jurgensen		119,044,499		1,063,729		97,847		11,766,298
Thomas P. Maurer		119,808,939		299,154		97,982		11,766,298
Robert A. Niblock		119,831,927		269,329		104,819		11,766,298
Hala G. Moddelmog		119,632,418		479,102		94,555		11,766,298
Maria Renna Sharpe		119,306,407		810,846		88,822		11,766,298
Thomas P. Werner		119,840,165		266,074		99,836		11,766,298
2.	Our stockholders approved on an advisory basis our named executive officer compensation, based on the following voting results:
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For		Against		Abstain		Broker Non-Votes
---	---	---	---	---	---	---	---
	115,928,335		3,789,988		487,752		11,766,298
3.	Our stockholders ratified the selection of KPMG LLP as our independent auditors for the year ending May 30, 2021, based on<br>the following voting results:
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For		Against		Abstain
---	---	---	---	---	---
	131,550,555		285,683		136,135

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 Corporate Secretary
Date: September 25, 2020