KELLANOVA — Regulatory Filings 2012

Mar 5, 2012

DEFA14A 1 d308906ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

KELLOGG COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

	Meeting
Information
	Meeting Type:	Annual
KELLOGG
COM P ANY	For holders as of:	February 27, 2012
	Date: April 20, 2012	Time: 1:00 p.m., ET
	Location: W. K. Kellogg
Auditorium
	50 West Van Buren Street
	Battle Creek, MI 49017 Admission Ticket - not transferable

| POST OFFICE BOX 3599 ONE KELLOGG SQUARE B A TTLE CREEK, MI 49016-3599 |
| --- |
| This is not a ballot. You cannot use this
notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a paper copy (see reverse
side). |
| We encourage you to access and review all of the important information contained in the proxy materials before
voting. If y ou plan to attend the An n ual Meeting, please p r esent this Notice to gain admittance to the
meeting . |

See the reverse side of this notice to obtain proxy materials and voting instructions.

M42562-P22939

Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available to VIEW or RECEIVE: |
| --- |
| 1. NOTICE AND
PROXY STATEMENT 2. ANNUAL REPORT/10-K How to View Online: Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control
Number (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 8, 2012 to
facilitate timely delivery. |

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareowner meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. To obtain directions to the Annual Meeting, please contact Investor Relations at (269) 961-2800 or at investor.relations@kellogg.com. At the Annual Meeting you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M42563-P22939

| Voting Items |
| --- |
| The Board of Directors recommends a vote
FOR each of the nominees for director in Proposal 1. |
| 1. Election of Directors (term expires 2015) |
| Nominees: |
| 01) Benjamin
Carson 03) Jim Jenness 02) John
Dillon 04) Don Knauss |
| The Board of Directors recommends a vote FOR Proposals 2 and 3. |
| 2. Advisory resolution to approve executive compensation. |
| 3. Ratification of the appointment of PricewaterhouseCoopers LLP as
Kellogg’s independent registered public accounting firm for fiscal year 2012. |
| The Board of Directors recommends a vote AGAINST Proposals 4 and 5. |
| 4. Shareowner proposal, if properly presented at the meeting, to repeal classified
board. |
| 5. Shareowner proposal, if properly presented at the meeting, to adopt simple
majority vote. |
| NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. |

M42564-P22939

M42565-P22939