Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated July 2, 2020
104 Cover Page Interactive Data File (the cover page iXBRL tags are
embedded within the Inline XBRL document)
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