POST 8-K
Post Holdings, Inc. (POST)
8-K
2025-04-11
For: 2025-04-09
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2025
(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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan (the "Plan")
On April 9, 2025, the Corporate Governance and Compensation Committee (the “Committee”) of the Board of Directors of Post Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Plan, an unfunded, non-qualified defined benefit retirement plan for a select group of management employees of the Company, including its named executive officers.
The Plan provides a cash balance benefit for each participant, which benefit is reflected in an unfunded cash balance bookkeeping account established for the participant. When the Plan became effective in February 2024, an opening balance accrued as a percentage of certain of the participant’s compensation for each year of service. Beginning with the plan year commencing October 1, 2024, each February, the account of each Plan participant who remains employed by the Company as of the date of allocation is credited with a pay credit equal to a percentage of certain of the participant’s annualized compensation, consisting of base salary and target annual bonus, as of the immediately preceding December 1st. In addition, each February, each participant’s account is credited with an interest credit equal to the interest rate selected by the Committee for that year multiplied by the participant’s account balance as of the preceding December 1st. Refer to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 20, 2024 for a description of the Plan and Exhibit 10.1 attached thereto for the text of the Plan prior to the Amendment.
The Amendment provides that, effective April 9, 2025, no additional pay credits or portions thereof will be allocated to the account of the President and Chief Executive Officer of the Company after his aggregate account balance reaches $2.5 million (net of deductions for Federal Insurance Contributions Act (FICA) tax due, as applicable).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 10.1 | |||||
| 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: April 11, 2025 | Post Holdings, Inc. | |||||||
(Registrant) | ||||||||
By: | /s/ Diedre J. Gray | |||||||
Name: | Diedre J. Gray | |||||||
Title: | EVP, General Counsel & Chief Administrative Officer, Secretary | |||||||
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Exhibit 10.1
FIRST AMENDMENT TO THE
POST HOLDINGS, INC. 2024 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Post Holdings, Inc. (the “Company”) adopted the Post Holdings, Inc. 2024 Supplemental Executive Retirement Plan (the “Plan”) effective February 19, 2024;
WHEREAS, Section 6.1 of the Plan provides that the Corporate Governance and Compensation Committee of the Board of Directors of the Company (the “Committee”) has the power to amend the Plan;
WHEREAS, capitalized terms not defined in this amendment shall be as defined in the Plan; and
WHEREAS, the Committee wishes to amend the Plan, effective as of the date set forth below, to provide that no additional Pay Credits, or portions thereof, shall be allocated to the account of the President and CEO of the Company after his aggregate Account balance reaches $2.5 million (net of deductions for FICA tax due, as applicable).
NOW, THEREFORE, the Plan is amended as follows:
Section 3.2 is amended to add the following paragraph to the end thereof:
Notwithstanding the foregoing, in the first February during which the total Account balance (whether vested or not) of the President and CEO of the Company would reach or exceed, with the addition of an Interest Credit and/or a Pay Credit, $2.5 million (net of deductions for FICA tax due on the Account balance that same February, as applicable) the Pay Credit for that February will be reduced by the necessary amount such that the Account balance (net of FICA deductions, as applicable) will not exceed $2.5 million after the addition of such Interest Credit and/or Pay Credit (the “Pay Credit Cap”). Furthermore, following the application of the Pay Credit Cap, the President and CEO of the Company shall no longer be eligible to receive a Pay Credit under the Plan.
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In WITNESS WHEREOF, this amendment has been executed on and is effective April 9, 2025.
POST HOLDINGS, INC. | |||||||||||||||||
By: | /s/ Diedre J. Gray | ||||||||||||||||
Diedre J. Gray | |||||||||||||||||
EVP, General Counsel and CAO, Secretary | |||||||||||||||||