Kellanova (K) Proxy Filing summary

Executive summary

• Mars will acquire Kellanova for $83.50 per share in cash, totaling $35.9 billion, representing a 44% premium to the 30-day VWAP and a 33% premium to the 52-week high as of August 2, 2024.

• The transaction unites two iconic, complementary businesses with strong brands, global reach, and people-focused, values-based cultures.

• The deal is subject to shareholder and regulatory approvals and is expected to close in the first half of 2025.

• Kellanova will be fully integrated into Mars Snacking, with Andrew Clarke, Global President of Mars Snacking, leading the combined business.

• A joint integration team from both companies will determine the best approach for combining operations post-closing.

Voting matters and shareholder proposals

• The agreement has been unanimously approved by Kellanova’s Board of Directors.

• Shareholders will vote on the merger at a special meeting; all shareholders will receive $83.50 per share in cash upon closing.

• The company will file preliminary and definitive proxy statements with the SEC, and shareholders are urged to review these materials before voting.

Board of directors and corporate governance

• Information about directors and executive officers, including compensation and stock ownership, will be included in the proxy statement and referenced SEC filings.

• The Board and executive committee were not seeking a sale but determined the offer was compelling for shareholders.