LANCASTER COLONY CORP false 0000057515 0000057515 2023-09-18 2023-09-18

 

 

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): September 18, 2023

 

 

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   000-04065   13-1955943

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

380 Polaris Parkway  
Suite 400  
Westerville, Ohio   43082
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (614) 224-7141

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):

 

☐

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:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, without par value   LANC   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On September 18, 2023, Lancaster Colony Corporation (the “Corporation”) announced the appointment of George F. Knight III to the Corporation’s Board of Directors (the “Board”) as a Class II director, effective immediately, to serve until the 2024 annual meeting of shareholders and until his successor is duly elected. Mr. Knight was unanimously appointed by the Board on September 18, 2023. The Board has not yet appointed Mr. Knight to serve on any committees of the Board.

Mr. Knight 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. Knight 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. Knight will be entitled to receive an annual retainer of $75,000, payable quarterly, as well as a grant of restricted stock with a grant date market value of approximately $100,000 to be awarded at a future date.

A press release announcing the appointment of Mr. Knight 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 September 20, 2023, entitled “Lancaster Colony Appoints George Knight to Board of Directors.”
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

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: September 20, 2023     By:  

/s/ Matthew R. Shurte

      Matthew R. Shurte
      General Counsel and Secretary

 

3

Exhibit 99.1

 

LOGO

 

Lancaster Colony Corporation

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

(614) 224-7141

   

 

FOR IMMEDIATE RELEASE

    SYMBOL: LANC

September 20, 2023

    TRADED: Nasdaq

LANCASTER COLONY APPOINTS GEORGE KNIGHT TO BOARD OF DIRECTORS

 

LOGO

GEORGE KNIGHT

    WESTERVILLE, Ohio, September 20 – Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has appointed George F. Knight III to the Company’s Board of Directors. Mr. Knight spent 25 years with chemical company Hexion, Inc. and its predecessor company Borden, Inc., most recently serving as Hexion’s Executive Vice President and Chief Financial Officer. During his tenure at Hexion and Borden, he held roles of increasing responsibly including Vice President of Mergers and Acquisitions, Vice President of Finance, and Senior Vice President and Treasurer. Mr. Knight previously held senior finance roles at Duracell, Inc. and worked as a Senior Audit Manager for Deloitte & Touche LLC.

Lancaster Colony’s Chairman, John B. Gerlach, Jr., commented, “We are pleased to welcome George to the Board and look forward to leveraging his extensive experience and leadership skills. We believe his expertise with mergers and acquisitions, as well as his deep financial knowledge, will help grow our business and deliver value for our stakeholders.”

Mr. Knight graduated from Saint Anselm College with a B.A. in economics and earned his master’s degree in accounting from Syracuse University.

About the Company

Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.

PAGE 2 / LANCASTER COLONY APPOINTS GEORGE KNIGHT TO BOARD OF DIRECTORS

 

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.

#####

 

FOR FURTHER INFORMATION:    Dale N. Ganobsik
   Vice President, Corporate Finance and Investor Relations
   Lancaster Colony Corporation
   Phone: 614/224-7141
   Email: ir@lancastercolony.com
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