Marzetti Co 8-K, filed Feb 24, 2021
Marzetti Co (MZTI)
About this 8-K
Marzetti Co filed this 8-K on February 24, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 24, 2021, Lancaster Colony Corporation (the “Corporation”) announced the appointment of Elliot K. Fullen to the Corporation’s Board of Directors (the “Board”) as a Class III director, effective immediately, to serve until the 2022 annual meeting of shareholders and until his successor is duly elected. Mr. Fullen was unanimously appointed by the Board, and the number of directors serving on the Board was increased from nine to ten directors in connection with his appointment. The Board has not yet appointed Mr. Fullen to serve on any committees of the Board.
Mr. Fullen does not have any direct or indirect material interest in any transaction with the Corporation required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Fullen and any other person pursuant to which he was selected as a director.
As with each of the Corporation’s other non-employee directors, Mr. Fullen will be entitled to receive an annual retainer of $75,000, payable quarterly. Mr. Fullen also received a grant of restricted stock on February 24, 2021 with a market value of approximately $75,000.
A press release announcing the appointment of Mr. Fullen is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated February 24, 2021, entitled “Lancaster Colony Appoints Elliot K. Fullen to Board of Directors.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Lancaster Colony Corporation | ||||||
| Date: February 24, 2021 | By: | /s/ Matthew R. Shurte | ||||
| Matthew R. Shurte | ||||||
| General Counsel and Secretary | ||||||
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Exhibit 99.1
| FOR IMMEDIATE RELEASE February 24, 2021 |
SYMBOL: LANC TRADED: Nasdaq |
LANCASTER COLONY APPOINTS ELLIOT K. FULLEN TO BOARD OF DIRECTORS
WESTERVILLE, Ohio, February 24 – Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has appointed Elliot K. Fullen to the Company’s Board of Directors. Mr. Fullen is currently a Senior Advisor for Arsenal Capital Partners, a leading private equity firm focusing on specialty industrial and healthcare investments. His advisory firm, Fullen Business Consulting, works with private equity sponsors on small- to medium-size acquisitions. Mr. Fullen’s professional experience includes the role of Vice President and General Manager for the Epoxy Specialty Products business unit of Hexion Specialty Chemicals, and he also served as Hexion’s Vice President of Strategy and Development. An accomplished leader with over 30 years of experience, Mr. Fullen’s background encompasses global experience leading businesses and corporate strategy spanning several industries including consumer goods, specialty chemicals and healthcare packaging.
Lancaster Colony’s Chairman, John B. Gerlach, Jr., commented, “We are excited to welcome Elliot to the Board. His breadth of experience in strategy development and execution, mergers and acquisitions, business systems and integration, and global supply chain management will further strengthen the expertise of the Board in these areas. We look forward to working with Elliot and leveraging his strong and diverse skill set to help grow our business and serve our stakeholders in the years ahead.”
Mr. Fullen is currently a Board Member for Airnov Healthcare Packaging, a leading global manufacturer of packaging solutions to the pharmaceutical, nutraceutical and diagnostic markets. Mr. Fullen graduated from Northwestern University with a B.S. in Industrial Engineering / Management Science and was also captain of the Northwestern University basketball team. He completed his M.B.A at Purdue University’s Krannert Graduate School of Management.
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PAGE 2 / LANCASTER COLONY APPOINTS ELLIOT K. FULLEN TO BOARD OF DIRECTORS
About the Company
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.
Forward-Looking Statements
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations.
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| FOR FURTHER INFORMATION: | Dale N. Ganobsik, Vice President, Investor Relations and Treasurer Lancaster Colony Corporation Phone: 614/224-7141 Email: ir@lancastercolony.com |