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): August 11, 2008
Kellogg Company
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction of incorporation)
|
|
1-4171
(Commission File Number)
|
|
38-0710690
(IRS Employer Identification No.) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(Registrants telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
|
|
|
p |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
p |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
p |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
p |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 11, 2008, Jeff Montie, executive vice president, Kellogg Company, president, Kellogg
International, announced his intention to leave the company effective September 30, 2008.
(c) On August 11, 2008, Kellogg Company (Kellogg or the Company) issued a press release
announcing management changes intended to further broaden the experience of several of the
Companys senior executive leaders, including John Bryant, Brad Davidson and Paul Norman. The
changes are effective immediately. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Mr. Bryant was promoted to executive vice president, chief operating officer and chief financial
officer. Mr. Bryant will retain the role of chief financial officer. Previously, Mr. Bryant was
executive vice president and chief financial officer, Kellogg Company, president, Kellogg North
America. Changes to Mr. Bryants compensation are described below.
Biographical and other information about Mr. Bryant required by Item 5.02(c) of Form 8-K is
contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 29, 2007,
and such information is incorporated by reference herein.
(e) In connection with the promotions for Mr. Bryant, Mr. Davidson and Mr. Norman, the
Compensation Committee of the Board of Directors of the Company made the following compensation
determinations. The Compensation Committee approved a new base salary of $800,000 for Mr. Bryant
(from $663,000). In addition, the Compensation Committee approved new 2008 target annual incentive
plan (AIP) payment percentages of 115% for Mr. Bryant (from 90%); 90% for Mr. Davidson (from
70%); and 90% for Mr. Norman (from 70%). AIP opportunities are established as a percentage of an
executives base salary with actual AIP payment each year ranging from 0% to 200% of the target
opportunity. The financial metrics for 2008 AIP are based on internal operating profit, internal
net sales, cash flow and individual performance. All AIP payments are made in cash.
In connection with Mr. Monties departure from the Company, the Company entered into an agreement
with Mr. Montie pursuant to which (a) he will be on a leave of absence (i) during which he would
receive severance pay and benefits under the Kellogg Company Severance Benefit Plan, and (ii) at
the end of which he would be entitled to receive certain pension and retirement benefits under the
Companys plans as if he reached his earliest retirement age; (b) he will continue to vest in his
2006-2008 Executive Performance Plan (EPP) award; (c) he would forfeit his awards under the
2007-2009 EPP and 2008-2010 EPP; and (d) he will be subject to restrictive covenants, including
non-compete and non-solicit obligations.
The above description of the agreement with Mr. Montie is qualified in its entirety by
reference to the copy of the agreement filed herewith as Exhibit 10.1, which agreement is
incorporated herein by reference.
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
|
|
|
Exhibit 10.1.
|
|
Agreement with Mr. Montie, dated August 11, 2008 |
|
Exhibit 99.1.
|
|
Press Release |