POST 8-K/A
Post Holdings, Inc. (POST)
8-K/A
2026-08-07
For: 2026-05-05
View Original
Added on
August 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026 (May 5, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (314 ) 644-7600
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Transitions
As previously disclosed in the Original Form 8-K, on May 5, 2026, the Company’s Board of Directors (the “Board”) approved the transition of Robert V. Vitale, the Company’s current President and Chief Executive Officer, to the role of Executive Chairman of the Company, and the appointment of Nicolas Catoggio, the Company’s current Executive Vice President and Chief Operating Officer, to the role of President and Chief Executive Officer of the Company, both of which will be effective October 1, 2026.
Compensation Arrangements of Mr. Vitale as Executive Chairman
In connection with his appointment as Executive Chairman of the Company, the Company entered into an offer letter agreement with Mr. Vitale on August 5, 2026, which the Corporate Governance and Compensation Committee of the Board (the “Committee”) approved on August 4, 2026, setting forth the compensation Mr. Vitale will receive in his new role.
Mr. Vitale’s offer letter provides that he will have an annual base salary of $1,287,500, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Company’s Senior Management Bonus Program (the “Bonus Program”), with a target bonus of 50% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Vitale is expected to also be granted the following equity awards:
•An award of time-based vesting restricted stock units (“RSUs”) with a fair market value of $1,034,375.
•An award of performance-based restricted stock units (“PRSUs”) with a fair market value of $1,034,375. These PRSUs will vest from 0% to 260% based on the Company’s total shareholder return (“TSR”) ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period.
In his new role, Mr. Vitale will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan.
Compensation Arrangements of Mr. Catoggio as President and Chief Executive Officer
In connection with his appointment as President and Chief Executive Officer of the Company, the Company entered into an offer letter agreement with Mr. Catoggio on August 5, 2026, which the Committee approved on August 4, 2026, setting forth the compensation that Mr. Catoggio will receive in his new role.
Mr. Catoggio’s offer letter provides that he will receive an annual base salary of $900,000, subject to periodic review and adjustment, and that he will continue to be eligible to participate in the Bonus Program, with a target bonus of 115% of his annual base salary, which is expected to be subject to achievement based on the Company’s Adjusted EBITDA for fiscal year 2027. In fiscal year 2027, Mr. Catoggio is expected to also be granted the following equity awards:
•An award of time-based vesting RSUs with a fair market value of $3,407,500.
•An award of PRSUs with a fair market value of $3,407,500. These PRSUs will vest from 0% to 260% based on the Company’s TSR ranking compared to TSR rankings of peer companies in the Russell 3000 Packaged Foods and Meats index over a three-year performance period.
•A promotion grant of three-year vesting equity with a fair market value of $2,500,000 expected to be evenly divided between RSUs and PRSUs.
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In his new role, Mr. Catoggio will continue to be eligible to participate in the Post Holdings, Inc. Supplemental Executive Retirement Plan and the Post Holdings, Inc. Executive Severance Plan, as well as the Company’s health and welfare benefit plans and the Post Holdings, Inc. Savings Investment Plan.
The foregoing descriptions of the offer letters for Mr. Vitale and Mr. Catoggio do not purport to be complete and are qualified in their entirety by the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
Date: August 7, 2026 | Post Holdings, Inc. | |||||||
(Registrant) | ||||||||
By: | /s/ Diedre J. Gray | |||||||
Name: | Diedre J. Gray | |||||||
Title: | Executive Vice President, General Counsel and Chief Administrative Officer, Secretary | |||||||
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Exhibit 10.1
August 4, 2026
Rob Vitale
Via email to XXXXXXXX
Dear Rob:
I am pleased to offer you the terms of your new role as Executive Chairman, reporting to the Board of Directors. As already announced, your new role will begin effective October 1, 2026. The main components of your compensation and benefits would consist of:
•Annual gross base salary: $1,287,500, subject to periodic review and adjustment.
•Short-term incentive (STI): Your STI target will be 50% of your annual gross base salary. STI payout is expected to be subject to achievement based on Adjusted EBITDA for fiscal 2027, similar to other executives, and subject to the complete terms of the Post Holdings, Inc. Senior Management Bonus Program.
•Long-term incentive (LTI): LTI is currently provided through a combination of time-vested, restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), subject to your continued employment on the grant and vesting dates. All equity awards are subject to the complete terms of the Post Holdings, Inc. Amended & Restated 2021 Long-Term Incentive Plan (or any successor LTIP) and the applicable award agreement. Your annualized level for LTIP awards will be approximately $2,068,750. Your fiscal year 2027 grants will be awarded as follows:
o$1,034,375 in time-based vesting RSUs.
o$1,034,375 in performance based restricted stock units (“TSR PRSUs”), vesting from 0% to 260% based on Post’s total shareholder return vs. peer set at the end of the three-year performance period.
•Employee benefits: There will be no change to your eligibility to participate in Post’s health and welfare benefit plans, including medical, dental, vision, life insurance, accidental death and dismemberment and short-term disability plans, the Post Holdings, Inc. Savings Investment Plan, and the Supplemental Executive Retirement Plan (“SERP”). Your SERP credits will continue at the same percentages of compensation. You will continue to participate in the Post Holdings, Inc. Executive Severance Plan. Employee benefit programs are subject to the complete terms of the plan documents and may be amended from time to time.
The benefits programs listed above, including any incentive programs, may be modified or terminated in whole or part by the company at any time. Your employment will continue to be “at will.”
Please accept this offer of employment by signing and returning this offer letter via email to Diedre no later than Thursday, August 6, 2026.
Very truly yours,
/s/ David P. Skarie
David P. Skarie
Chairman, Corporate Governance and Compensation Committee of the Board
Post Holdings, Inc.
I acknowledge and agree to the terms set forth above and enclosed:
/s/ Robert V. Vitale | Date | 8/5/2026 | ||||||||||||
Robert V. Vitale | ||||||||||||||
Exhibit 10.2
August 4, 2026
Nico Catoggio
Via email to XXXXXXXX
Dear Nico:
I am pleased to offer you the terms of your new role as President and CEO of Post Holdings, Inc. As already announced, your new role will begin effective October 1, 2026. The main components of your compensation and benefits would consist of:
•Annual gross base salary: $900,000, subject to periodic review and adjustment.
•Short-term incentive (STI): Your STI target will be 115% of your annual gross base salary. STI payout is expected to be subject to achievement based on Adjusted EBITDA for fiscal 2027, similar to other executives, and subject to the complete terms of the Post Holdings, Inc. Senior Management Bonus Program.
•Long-term incentive (LTI): LTI is currently provided through a combination of time-vested, restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), subject to your continued employment on the grant and vesting dates. All equity awards are subject to the complete terms of the Post Holdings, Inc. Amended & Restated 2021 Long-Term Incentive Plan (or any successor LTIP) and the applicable award agreement. Your annualized level for LTIP awards will be approximately $6,815,000. Your fiscal year 2027 grants will be awarded as follows:
o$3,407,500 in time-based vesting RSUs.
o$3,407,500 in performance based restricted stock units (“TSR PRSUs”), vesting from 0% to 260% based on Post’s total shareholder return vs. peer set at the end of the three-year performance period.
•Promotion Grant: In recognition of your promotion to CEO, the Board is also expecting to grant you a special promotion grant valued at $2.5M. The exact terms will be developed but are expected to be split 50/50 between three-year vesting RSUs and PRSUs.
•Employee benefits: There will be no change to your eligibility to participate in Post’s health and welfare benefit plans, including medical, dental, vision, life insurance, accidental death and dismemberment, long and short-term disability plans, the Post Holdings, Inc. Savings Investment Plan, and the Supplemental Executive Retirement Plan (“SERP”). You will continue to participate in the Post Holdings, Inc. Executive Severance Plan. Employee benefit programs are subject to the complete terms of the plan documents and may be amended from time to time.
The benefits programs listed above, including any incentive programs, may be modified or terminated in whole or part by the company at any time. Your employment will continue to be “at will.”
Please accept this offer of employment by signing and returning this offer letter via email to Diedre no later than Thursday, August 6, 2026.
Very truly yours,
/s/ David P. Skarie
David P. Skarie
Chairman, Corporate Governance and Compensation Committee of the Board
Post Holdings, Inc.
I acknowledge and agree to the terms set forth above and enclosed:
/s/ Nico Catoggio | Date | 8/5/2026 | ||||||||||||
Nico Catoggio | ||||||||||||||