KELLANOVA — Regulatory Filings 2016

Mar 10, 2016

DEFA14A 1 d151881ddefa14a.htm DEFA14A DEFA14A

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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	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 ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on April 29, 2016

	KELLOGG COMPANY	Meeting Type:	Annual Meeting
		For holders as of:	March 1,
2016
		Date: April 29, 2016	Time: 1:00 p.m., ET
		Location: W. K. Kellogg Auditorium
	●	50 West Van Buren Street
		Battle Creek, MI 49017
		Admission Ticket - not transferable
		You are receiving this communication because you hold
shares in the company named above.
	POST OFFICE BOX 3599
●	ONE KELLOGG SQUARE BATTLE 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.com 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 you plan to attend the Annual Meeting, please present
this Notice to gain admittance to the meeting.
		See the reverse
side of this notice to obtain proxy materials and voting instructions.

— 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 information that is printed in the box marked by the arrow g (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 information that is printed in the box marked by the arrow g (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 15, 2016 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 ww w .p ro xyvot e .com. Have the information that is printed in the box marked by the arrow g (located on the following page) 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. Sha r eholder Meeting Registration: To vote and/or attend the meeting, go to “shareholder meeting registration” link at www.proxyvote.com.

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 2019) |
| | Nominees: |
| | 01) Mary
Laschinger 03) Carolyn Tastad 02) Cynthia Hardin Milligan 04) Noel
Wallace |
| The Board of Directors recommends a vote FOR Proposals
2, 3 and 4. | |
| 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 2016. |
| 4. | Shareowner proposal, if properly presented at the meeting,
to recognize Kellogg’s efforts regarding animal welfare. |
| The Board of Directors recommends a vote AGAINST
Proposal 5. | |
| 5. | Shareowner proposal, if properly presented at the meeting,
to adopt simple majority vote. |
| NOTE: Also includes authorization of the named
proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | |