Kellanova (K) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed all-cash merger, where each share will be converted into $83.50 in cash, representing a significant premium to recent trading prices.

• The merger is structured so that Kellanova will become a wholly owned subsidiary of Acquiror 10VB8, LLC, an entity controlled by Mars, Incorporated.

• The board of directors unanimously recommends voting in favor of the merger, citing fairness, value, and certainty for shareholders.

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

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval to adjourn the meeting if necessary to solicit additional proxies.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Major shareholders, including the W.K. Kellogg Foundation Trust and Gund family entities, have entered into voting agreements to support the merger, representing over 20% of outstanding shares.

Board of directors and corporate governance

• The board conducted a thorough review, including multiple offers and negotiations, and determined the final offer from Mars was the most favorable.

• The board received fairness opinions from Goldman Sachs and Lazard, both concluding the merger consideration is fair from a financial perspective.

• The board is comprised of a majority of independent directors and was advised by outside legal and financial advisors.