8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2020

Post Holdings, Inc.

(Exact name of registrant as specified in its charter)

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:

☐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:

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. ☐

(d) Newly Elected Directors.

On July 1, 2020, the Board of Directors (the “Board”) of Post Holdings, Inc. (the “Company”) appointed Dorothy M. Burwell to serve as a Class II director of the Board, effective July 1, 2020. With the addition of Ms. Burwell, the Board of Directors now consists of ten members. Ms. Burwell’s initial term will expire at the Company’s Annual Meeting of Shareholders in 2023. The Board has determined that Ms. Burwell is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Ms. Burwell was appointed to the Board after a thorough review of Ms. Burwell’s qualifications by the Corporate Governance and Compensation Committee of the Board. Ms. Burwell will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on December 9, 2019. There is no arrangement or understanding between Ms. Burwell and any other persons pursuant to which she was appointed as a director, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Company expects to enter into its standard form of indemnification agreement with Ms. Burwell. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.7 to Amendment No. 4 to the Company’s Form 10, filed with the Securities and Exchange Commission on January 25, 2012.

A copy of the press release announcing Ms. Burwell’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d) Exhibits.

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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.

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		Exhibit

Exhibit 99.1

Post Holdings Appoints Dorothy M. Burwell to Board of Directors

ST. LOUIS, July 2, 2020 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today announced Dorothy M. Burwell, Partner at The Finsbury Group Limited (“Finsbury”), has been appointed to its Board of Directors (the “Board”), effective July 1, 2020. With the addition of Ms. Burwell, the Board now consists of ten members.

Ms. Burwell is an accomplished strategic communications advisor to publicly traded and private global businesses. In 2008, she joined Finsbury, a global strategic communications consultancy part of WPP PLC (“WPP”), and in 2015, she was promoted to Partner with a variety of responsibilities across client relationship management, company marketing and business development. She has played an integral role in Finsbury’s diversity efforts, serving on its global diversity committee and as an executive sponsor for WPP’s inter-agency diversity steering group, which oversees diversity and inclusion initiatives across the U.K. Prior to joining Finsbury, Ms. Burwell spent six years at Goldman Sachs in the Investment Banking Division in both London and New York as well as in the Firmwide Strategy Group, where she focused on proprietary mergers and acquisitions and new business development.

“I was fortunate to work with Dorothy when Post acquired Weetabix and welcome her fresh perspective on our business,” said Rob Vitale, President and CEO, Post Holdings. “Dorothy’s business advice will be invaluable, and we also look forward to her contribution towards our ongoing diversity and inclusion efforts.”

Ms. Burwell earned her Master's degree and Bachelor of Science in Business Administration degree from Florida A&M University. She has been recognized as an EMpower Top 100 Ethnic Minority Executive annually from 2016 through 2020, as one of Cranfield University’s Women to Watch and as one of Green Park’s Top 100 Black, Asian and minority ethnic (BAME) leaders in Business.

Ms. Burwell currently serves as a trustee of Which?, the largest independent consumer rights organization in the U.K., and as Chair of Trustees for the London Chapter of The Links, Incorporated, a 74-year old nonprofit organization committed to strengthening disadvantaged Black communities in the U.S. and internationally.

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the-store, refrigerated, foodservice, food ingredient and convenient nutrition food categories. Through its Post Consumer Brands business, Post is a leader in the North American ready-to-eat cereal category offering a broad portfolio including recognized brands such as Honey Bunches of Oats®, Pebbles™, Great Grains® and Malt-O-Meal® bag cereal. Post also is a leader in the United Kingdom ready-to-eat cereal category with the iconic Weetabix® brand. As a leader in refrigerated foods, Post delivers innovative, value-added egg and refrigerated potato products to the foodservice channel and the retail refrigerated side dish category, offering side dishes and egg, sausage and cheese products through the Bob Evans®, Simply Potatoes®, Better’n Eggs® and Crystal Farms® brands. Post’s publicly-traded subsidiary BellRing Brands, Inc. is a holding company operating in the global convenient nutrition category through its primary brands of Premier Protein®, Dymatize® and PowerBar®. Post participates in the private brand food category through its investment with third parties in 8th Avenue Food & Provisions, Inc., a leading, private brand centric, consumer products holding company. For more information, visit www.postholdings.com.

Contact:

Investor Relations

Jennifer Meyer

jennifer.meyer@postholdings.com

(314) 644-7665

Media Relations

Lisa Hanly

lisa.hanly@postholdings.com

(314) 665-3180