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 26, 2013
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KELLOGG COMPANY
POST OFFICE BOX 3599 ONE KELLOGG SQUARE BATTLE CREEK, MI 49016-3599 |
Meeting Information | |||||||||||||
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Meeting Type: |
Annual Meeting | |||||||||||||
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For holders as of: |
March 1, 2013 | |||||||||||||
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Date: April 26, 2013 Time: 1:00 p.m., ET |
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Location: W. K. Kellogg Auditorium |
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| 50 West Van Buren Street |
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| Battle Creek, MI 49017 |
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Admission Ticket - not transferable
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You are receiving this communication because you hold shares in the above named company.
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.
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| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||||||||||
| — Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: | ||||||||||
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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
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 | |||||||||
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* 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
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 14, 2013 to facilitate timely delivery. | ||||||||||
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— How To Vote — Please Choose One of the Following Voting Methods
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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. | ||||||||||
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | ||||||||||
(located on the following page) and visit: www.proxyvote.com.
| Voting Items | ||||||||||
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The Board of Directors recommends a vote FOR each of the nominees for director in Proposal 1. | ||||||||||
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1. |
Election of Directors (term expires 2016) | |||||||||
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Nominees: |
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01) Gordon Gund |
03) | Ann McLaughlin Korologos | ||||||||
| 02) Mary Laschinger | 04) | Cynthia Milligan | ||||||||
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The Board of Directors recommends a vote FOR Proposals 2 through 4. | ||||||||||
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2. |
Advisory resolution to approve executive compensation. | |||||||||
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3. |
Approval of the Kellogg Company 2013 Long-Term Incentive Plan. | |||||||||
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4. |
Ratification of the appointment of PricewaterhouseCoopers LLP as Kellogg’s independent registered public accounting firm for fiscal year 2013. | |||||||||
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The Board of Directors recommends a vote AGAINST Proposal 5. | ||||||||||
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5. |
Shareowner proposal, if properly presented at the meeting, to repeal classified board. | |||||||||
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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.
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