Post Holdings (POST) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 29, 2026, with expanded access and cost savings for shareholders.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and amendments to eliminate certain supermajority voting requirements.

• The company achieved $335.7 million in net earnings and $1.539 billion in Adjusted EBITDA in fiscal 2025, exceeding guidance and analyst estimates.

• Major transactions included the acquisition of 8th Avenue and the sale of its pasta business, as well as a $600 million debt raise and significant share repurchases.

• Shareholder engagement was prioritized, especially regarding executive compensation and governance changes.

Voting matters and shareholder proposals

• Shareholders will elect seven directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 is on the agenda.

• Advisory approval of executive compensation (say-on-pay) is included.

• Three separate amendments to eliminate supermajority voting requirements for director removal, business combinations, and related amendments will be voted on.

Board of directors and corporate governance

• The board will reduce to seven members following the retirement of the current chairman.

• A majority of directors are independent, with an independent Lead Director and independent audit and compensation committees.

• The board emphasizes diversity, with ongoing efforts to appoint another female director.

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

• Directors are subject to stock ownership guidelines and strict policies on hedging and pledging company stock.