Post Holdings (POST) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 30, 2025, will be held virtually to enhance access and reduce costs.

• Shareholders will vote on eight directors, auditor ratification, executive compensation, incentive plan, and governance proposals.

• Proxy materials and annual report are available online, with voting accessible by phone, internet, or mail.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term; board recommends voting for all nominees.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for FY2025.

• Advisory approval of executive compensation and annual frequency for say-on-pay votes.

• Approval sought for amended 2021 Long-Term Incentive Plan to increase share pool and extend plan.

• Management proposal to eliminate most supermajority voting requirements, retaining three key exceptions; board recommends for.

• Shareholder proposal to eliminate all supermajority requirements; board recommends against.

• Shareholder proposal for a director election resignation guideline; board recommends against, citing existing policy and legal concerns.

Board of directors and corporate governance

• Board will reduce to eight members after two retirements; majority are independent.

• Board committees: Audit, Corporate Governance and Compensation, Executive, and Strategy and Financial Oversight.

• Lead Director role transitions due to retirement; board will designate a new independent Lead Director.

• Board diversity highlighted; commitment to appoint another female director.

• Code of conduct, conflict of interest, and anti-hedging/pledging policies in place.