Good afternoon. Welcome to Kellanova's special meeting of shareholders. I will now turn the call over to Chairman, President, and CEO, Steve Cahillane. Good afternoon, ladies and gentlemen. I am Steve Cahillane, Chief Executive Officer, President, and Chairman of the Board of Directors of Kellanova, and I will act as Chairman of this meeting. It is a pleasure to welcome you to the special meeting of shareholders of Kellanova. This meeting was called to be held at 12:00 P.M. Central Time today. It being 12:00 P.M. Central Time, I will now call the meeting to order. We are holding today's virtual meeting as a live audio webcast to continue facilitating shareholder attendance and to make participation accessible for all shareholders from any geographic location with internet connectivity. The virtual meeting will allow you to vote your shares online from now through the closing of the polls by clicking the "Vote Here" button on your screen. At this time, I would like to introduce Todd Hay, Senior Vice President, Chief Legal Officer, and Secretary, who will serve as the Secretary for this meeting. Gary Wozniak, a representative of Broadridge, has been certified as our Inspector of Election and will assist with the tabulation of the proxies and ballots. The Inspector of Election has filed his signed oath of office, which will be filed with the minutes of this meeting. In terms of the format for today's meeting, we will first attend to some preliminary procedural matters, followed by voting on the business before the meeting. Upon entering the virtual meeting room, each of you is given the opportunity to review the rules of conduct and procedures found under the meeting materials link for today's meeting. To conduct an orderly meeting, we will ask that you abide by those rules. I will now ask for the affidavit as to the notice for the meeting. Mr. Cahillane, I present the affidavit from a representative of of Financial Solutions, Inc., showing that a notice of special meeting and proxy statement dated September 26, 2024, and proxy in the form annexed to the affidavit were sent on or about September 26, 2024, to each shareholder of record on September 24, 2024, the record date for this meeting. In addition, there has been prepared a certified list of the shareholders entitled to vote at this meeting. The certified list of the shareholders entitled to vote at this meeting is available for inspection during this meeting by any attendee entitled to vote. You will need the 16-digit control number included on your proxy card or voting instruction form. To access the list, please refer to the Registered Shareholders List link at the bottom of your screen. You will need to fill out an attestation form in order to access the list. Again, if there are any shareholders or proxies for shareholders present who desire to vote during the virtual meeting, please cast your vote. You will need the 16-digit control number included on your proxy card or voting instruction form. If you have already voted by proxy, it is unnecessary to vote during the virtual meeting unless you wish to change your vote. Attending this meeting does not revoke any proxy unless you vote at this time. Voting at this meeting effectively revokes any prior proxy you may have submitted. Will the Secretary please report on the shareholders present? Mr. Chairman, the report of attendance indicates that of the 344,684,757 shares of Kellanova Common Stock outstanding on the record date and entitled to vote at this meeting, more than one half are present in person or by proxy. The report of attendance thus indicates that a quorum is present in person or by proxy. This meeting is duly convened and properly organized, and accordingly, the formal business of the meeting may proceed. As a reminder, polls are open for voting. We will close the polls after the proposals have been presented, and the Inspector of Election will provide their preliminary report. At this time, I would ask the Secretary to present the proposals. The business to be transacted at this meeting is to vote on the proposals set forth in Kellanova's a Proxy Statement for this special meeting, which was previously sent to Kellanova shareholders as of the record date. Proposal one: to adopt and approve the Agreement and Plan of Merger dated as of August 13, 2024, as it may be amended, supplemented, or otherwise modified in accordance with its terms to be referred to as the Merger Agreement by and among Kellanova, Acquirer 10VB8 LLC, Merger Sub 10VB8 LLC, and solely for purposes of certain sections thereof as specified in the Merger Agreement, Mars Incorporated. This proposal will be referred to as the Merger Pproposal. Proposal two: to approve on an advisory basis the compensation that may be paid or become payable to Kellanova named executive officers that is based on or otherwise relates to the merger, which proposal will be referred to as the advisory compensation proposal, and Proposal three: to approve one or more adjournments of this special meeting if necessary to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at this special meeting to approve the Merger proposal, which proposal will be referred to as the adjournment proposal. The proposals are now before this special meeting. The Board of Directors of Kellanova recommends that you vote for each of the three proposals. The reasons behind the board's recommendations for such proposals and other information about the proposals are all described in the proxy statement mailed to Kellanova shareholders beginning on or around September 26, 2024. The adoption of the merger agreement by Kellanova shareholders is a condition to the respective obligations of Kellanova and Acquirer 10VB8 LLC to complete the transactions contemplated by the Merger Agreement. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Kellanova Common Stock entitled to vote at this special meeting. Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Kellanova Common Stock present virtually or represented by proxy at this special meeting and entitled to vote on the proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Kellanova Common Stock present virtually or represented by proxy at this special meeting and entitled to vote on the proposal. The polls have been open for voting on the business indicated in the original notice of special meeting and Proxy Statement since the beginning of this meeting at 12:00 P.M. Central Time and will remain open until I announce their closure. The Inspector of Election will then tabulate the votes in accordance with their standard procedures, and the results of the balloting will be certified by the Inspector of Election. Upon certification, the company will publicly announce the result of the voting on items presented at this meeting. Will the shareholders entitled to vote and proxies please conclude their voting? It is now 12:08 P.M. Central Time on November 1, 2024. As of this date and time, which the Secretary shall record in the minutes, the polls are closed. Will the Secretary please report the results of the voting? The Inspector of Election has delivered a preliminary report of voting. Based on that preliminary report, Proposal number one, the merger proposal, and Proposal number three, the adjournment proposal, have received the requisite number of votes for approval. Proposal number two, the advisory compensation proposal, did not receive the requisite number of votes for approval. As the votes for Proposal number one, the Merger proposal, represent the requisite number of votes for approval, I hereby declare that Proposal number one, the Merger proposal, has been duly approved by the shareholders of the company. As for the votes for Proposal number two, the advisory compensation proposal, did not represent the requisite number of votes for approval. I hereby declare that Proposal number two, the advisory compensation proposal, was not approved by the shareholders of the company. Because Proposal number one, the Merger proposal, was approved, Proposal number three, the adjournment proposal, while approved, is not necessary or applicable. The Inspector of Election will complete a report of the voting and submit it to the Secretary after the meeting for inclusion in the company's minutes. The final voting results for this meeting will be reported on a current report on Form 8-K and filed as required with the SEC. The business of today's meeting is now complete. We would like to express our sincere appreciation to the Kellanova shareholders who attended today's virtual meeting and to all of our shareholders for their support of the company. I want to also give a heartfelt thank you to our world-class management team and employees for the work they do every day to make Kellanova what it is and the extra work they put in to make this day possible. Thank you also to the other members of the Board of Directors for their service to the company. There being no other business, I declare this meeting adjourned. The meeting has now concluded. Thank you for joining. You may now disconnect.
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