Form 8-K - Current report

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): November 8, 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)	(I.R.S. 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


(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:


☐			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 (§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 5.07 Submission of Matters to a Vote of Security Holders

The Corporation’s annual meeting of shareholders (the “Annual Meeting”) was held in a virtual-only format via live webcast on November 8, 2023 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 10, 2023 to all shareholders of record at the close of business on September 11, 2023. At the Annual Meeting, 26,361,443 shares of the Corporation’s common stock were represented in person (online) or by proxy, which constituted a quorum.

At the Annual Meeting, shareholders voted on four proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 10, 2023.

Proposal One - Nomination and Election of Directors

The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2026 Annual Meeting of Shareholders with the following vote totals:


	Number of Votes
Director Name	For	Withheld	Abstentions	Broker Non-Votes
Robert L. Fox	22,804,565	2,670,863	—	886,015
John B. Gerlach, Jr.	24,156,669	1,318,759	—	886,015
Robert P. Ostryniec	25,315,695	159,733	—	886,015

Proposal Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:


Number of Votes
For	Against	Abstentions	Broker Non-Votes
24,726,779	181,582	567,067	886,015

Proposal Three - Non-Binding Vote on the Frequency of Future Non-Binding Votes on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders voted for the frequency of 1 Year for future non-binding votes on the compensation of the Corporation’s named executive officers with the following vote totals:


Number of Votes
1 Year	2 Years	3 Years	Abstentions
24,344,354	7,037	1,079,877	44,160

Proposal Four - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm

The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2024 with the following vote totals:


Number of Votes
For	Against	Abstentions	Broker Non-Votes
25,963,490	377,561	20,392	—

Item 8.01 Other Events

On November 8, 2023, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 90 cents per common share to be paid on December 29, 2023 to shareholders of record on December 4, 2023.

Item 9.01 Financial Statements and Exhibits


(d)	Exhibits:

	99.1	Press Release dated November 8, 2023

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

INDEX TO EXHIBITS

Exhibit Number

Description

Located at

99.1

Press release dated November 8, 2023

Furnished herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

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

(Registrant)

Date:

November 9, 2023

By:

/s/ THOMAS K. PIGOTT

Thomas K. Pigott

Vice President, Chief Financial Officer

and Assistant Secretary

(Principal Financial and Accounting Officer)

Exhibit 99.1

FOR IMMEDIATE RELEASE

SYMBOL: LANC

November 8, 2023

TRADED: Nasdaq

LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND;

REELECTS THREE INCUMBENT DIRECTORS

WESTERVILLE, Ohio, November 8 - Lancaster Colony Corporation (Nasdaq: LANC) announced today that its Board of Directors has declared a quarterly cash dividend of 90 cents per common share, marking 61 consecutive years of increasing regular cash dividends. The company is one of only 13 U.S. companies with 61 straight years of regular cash dividend increases. The dividend will be payable December 29, 2023 to shareholders of record on December 4, 2023. As of the record date for today’s annual shareholder meeting, there were 27,518,405 common shares outstanding.

Voting at the annual meeting, shareholders reelected three incumbent directors. They are Robert L. Fox, Account Executive at Thurston Springer Financial; John B. Gerlach, Jr., Executive Chairman of Lancaster Colony; and Robert P. Ostryniec, retired Chief Product Supply Officer for Keurig Green Mountain, Inc.

CEO David A. Ciesinski said, “The increased regular cash dividend reflects the company’s continued strong financial position and will be the 242nd consecutive quarterly cash dividend paid by the company since September 1963.” He noted that the indicated annual payout for the current fiscal year ending June 30, 2024 is $3.55 per share, up from the $3.35 per share paid in fiscal 2023.

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,” “indicated” 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 various important risks, uncertainties and other factors, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements.

MORE . . .

PAGE 2 / LANCASTER COLONY INCREASES REGULAR CASH DIVIDEND; REELECTS DIRECTORS

Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:

•changes in our cash flow or use of cash in various business activities; and

•risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov).

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

Document and Entity Information	Nov. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	Lancaster Colony Corporation
Entity Incorporation, State or Country Code	OH
Entity File Number	000-04065
Entity Tax Identification Number	13-1955943
Entity Address, Address Line One	380 Polaris Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Westerville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43082
City Area Code	(614)
Local Phone Number	224-7141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000057515
Amendment Flag	false