Edgar Filing: KELLOGG CO

KELLOGG COMPANY

/s/ Gary H. Pilnick

Date: May 5, 2011

Gary H. Pilnick

Senior Vice President, General Counsel, Corporate Development and Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2011

Kellogg Company

(Exact name of Registrant as specified in its charter)

Delaware

1-4171

38-0710690

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Kellogg Square Battle Creek, Michigan 49016-3599

(Address of Principal executive offices, including Zip Code)

(269) 961-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

a)	On April 29, 2011, Kellogg Company held its Annual Meeting of Shareowners.

b)	John Bryant, Rogelio Rebolledo, Sterling Speirn and John Zabriskie were re-elected for a three-year term.

Seven matters were voted on at the 2011 Annual Meeting: the re-election of the four directors described in (b) above; approval of the Kellogg Company Senior Executive Annual Incentive Plan; an advisory vote on executive compensation; an advisory vote on the frequency of an advisory vote on executive compensation; the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2011; a Shareowner proposal to adopt simple majority vote; and a Shareowner proposal to adopt majority voting for the election of directors. The final results of voting on each of the matters submitted to a vote of Shareowners are as follows.


1. Election of Directors	For		Withheld		Broker Non-Votes
John Bryant		286,962,429		2,626,384		30,647,966
Rogelio Rebolledo		287,557,376		2,031,437		30,647,966
Sterling Speirn		287,472,236		2,116,577		30,647,966
John Zabriskie		283,236,863		6,351,950		30,647,966


	For		Against		Abstentions		Broker Non-Votes

2. Approval of the Kellogg Company Senior Executive Annual Incentive Plan		284,406,154		4,174,962		1,007,697		30,647,966

	For		Against		Abstentions		Broker Non-Votes
3. Advisory vote on executive compensation		281,583,468		6,638,984		1,366,361		30,647,966

	1 Year		2 Years		3 Years		Abstentions
4. Advisory vote on the frequency of an advisory vote on executive compensation		266,208,826		1,405,382		20,710,260		1,264,345
Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Company’s Board of Directors, Kellogg will hold a shareowner advisory vote on the compensation of Kellogg’s named executive officers annually until the next required vote on the frequency of shareowner votes on the compensation of Kellogg’s named executive officers as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

				For		Against		Abstentions

5. Ratification of independent registered public accounting firm				318,391,152		1,516,341		329,286

	For		Against		Abstentions		Broker Non-Votes

6. Shareowner proposal to adopt simple majority vote		125,198,269		163,427,810		962,734		30,647,966

	For		Against		Abstentions		Broker Non-Votes

7. Shareowner proposal to adopt majority voting for the election of directors		80,075,731		208,390,111		1,122,971		30,647,966

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.