Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefits
Plans.
The Company sponsors the Kellogg Company Savings & Investment Plan, the Kellogg
Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings &
Investment Plan, and the Kellogg Company Pringles Savings & Investment Plan (the
"S&I Plans"). On November 24, 2020, the Company, as plan administrator of the
S&I Plans, provided notice to the participants in the S&I Plans of a blackout
period under the S&I Plans that will begin on December 31, 2020 at 4:00 p.m.
Eastern Time and is expected to end no later than January 22, 2021 (the
"Blackout Period").
The Blackout Period is being implemented in connection with the transfer of the
administration of the S&I Plans from Transamerica Retirement Solutions
Corporation to Fidelity Retirement Services ("Fidelity") effective as of January
8, 2021. During the Blackout Period, participants in the S&I Plans will be
temporarily unable to access their accounts, including being unable to make
rollover contributions, hardship withdrawals, transactions requiring spousal
consent, investment transfers, changes to allocations for future contributions,
contribution rate changes, other in-service withdrawals, distributions, new loan
requests, and changes to stop active portfolio management services.
On November 24, the Company sent an appropriate notice (the "Notice") to its
directors and executive officers informing them of the Blackout Period and the
restrictions on trading in the Company's equity securities that will apply to
them during the Blackout Period, pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities
Exchange Act of 1934. A copy of the Notice is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.
As described in the Notice, during the Blackout Period, the Company's executive
officers and directors are prohibited from, directly or indirectly, purchasing,
selling or otherwise acquiring or transferring any equity security of the
Company that was acquired in connection with the executive officer's or
director's service or employment as an executive officer or director, except
pursuant to a limited number of exceptions provided by law. The term equity
security includes, without limitation, the Company's common stock, options to
purchase the Company's common stock and other derivative securities which derive
their value from the Company's common stock.
Please contact the Company's Benefits Center by mail at Kellogg's Benefits
Center, P.O. Box 9740, Providence, RI 02940-9740, by telephone at (888)
280-6933, or online at KelloggBenefitsCenter.com with any questions regarding
the Blackout Period.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Notice to Directors and Executive Officers of Kellogg Company.
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