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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 23, 2024

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)


Missouri	001-35305	45-3355106
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	POST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Certain Performance-Based Restricted Stock Unit Agreements

On January 23, 2024, the Corporate Governance and Compensation Committee of the Board of Directors of Post Holdings, Inc. (the “Company”) approved an amendment to the Company’s performance-based restricted stock unit (“PRSU”) agreements with a total shareholder return (“TSR”) performance criteria to be measured over the performance periods of (i) October 1, 2021 through September 30, 2024, the form of which was filed as Exhibit 10.50 to the Company’s Form 10-Q filed on February 4, 2022, (ii) October 1, 2022 through September 30, 2025, the form of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 18, 2022, and (iii) October 1, 2023 through September 30, 2026, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2023 (all of the amended award agreements are herein referred to as the “Award Agreements”). Such Award Agreements were previously issued to certain of the Company’s employees, including the Company’s principal executive officer, principal financial officer and other named executive officers, pursuant to the Company’s 2021 Long-Term Incentive Plan. The amendment modified the outstanding Award Agreements to provide that, in the event of the grantee’s death or disability, the number of PRSUs that would vest would be equal to the greater of (i) the Target Award (as defined in the respective Award Agreement) or (ii) the number of PRSUs that would have become vested based upon the achievement of TSR, calculated as set forth in the respective Award Agreement through the last full trading day (which occurs during the performance period) prior to the date of the grantee’s death or disability. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

10.1			Amendment of Certain Performance-Based Restricted Stock Unit Agreements
104			Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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.


Date: January 26, 2024	Post Holdings, Inc.
	(Registrant)

	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	Executive Vice President, General Counsel & Chief Administrative Officer, Secretary

EX-10.1 2 ex10-1xamendtotsrprsus.htm EX-10.1 - PRSU AMENDMENT Document

Amendment to TSR PRSU Agreements - January 2024

Exhibit 10.1

POST HOLDINGS, INC.

AMENDMENT to PRSU AGREEMENTS

WHEREAS, on January 23, 2024, the Corporate Governance and Compensation Committee of the Board of Directors of Post Holdings, Inc. (the “Company”) approved the amendment of the Company’s Performance-Based Restricted Stock Unit Agreements with a Total Shareholder Return (“TSR”) performance criteria to be measured over the performance periods of October 1, 2021 through September 30, 2024 (FY 2022 Agreement); October 1, 2022 through September 30, 2025 (FY 2023 Agreement); and October 1, 2023 through September 30, 2026 (FY 2024 Agreement) (each such Agreement, a “TSR PRSU Agreement”), which TSR PRSU Agreements were previously issued to certain employees under the Post Holdings, Inc. 2021 Long-Term Incentive Plan.

NOW, THEREFORE, the Company hereby amends the TSR PRSU Agreements as follows, effective on the date first written above with respect to all issued and outstanding TSR PRSU Agreements:

1.Section 2(b)(i) of the FY 2022 Agreement is restated in its entirety as follows:

(b) Accelerated Vesting.

i.Death and Disability. Subject to Section 2(c) below, a number of unvested PRSUs shall become Vested Units as of the date of the Grantee’s death or Disability equal to the greater of: (A) the number of PRSUs that would have become vested based upon the achievement of the Performance Criteria, calculated as set forth in Appendix A through the last full trading day (which occurs during the Performance Period) prior to the date of the Grantee’s death or Disability (such date, an “Accelerated Vesting Date” which, together with the Default Vesting Date, is a “Vesting Date”) or (B) the Target Award as of the date of the Grantee’s death or Disability (such date, an “Accelerated Vesting Date”), if either such event occurs prior to the Default Vesting Date.

2.Section 2(b)(i) of the FY 2023 Agreement and of the FY 2024 Agreement is restated in its entirety as follows:

(b) Accelerated Vesting.

i.Death and Disability. Subject to Section 2(d) below, a number of unvested PRSUs shall become Vested Units as of the date of the Grantee’s death or Disability equal to the greater of: (A) the number of PRSUs that would have become vested based upon the achievement of the Performance Criteria, calculated as set forth in Appendix A through the last full trading day (which occurs during the Performance Period) prior to the date of the Grantee’s death or Disability (such date, an “Accelerated Vesting Date” which, together with the Default Vesting Date, is a “Vesting Date”) or (B) the Target Award as of the date of the Grantee’s death or Disability (such date, an “Accelerated Vesting Date”), if either such event occurs prior to the Default Vesting Date.

Amendment to TSR PRSU Agreements - January 2024

3.All other terms of the TSR PRSU Agreements continue to apply.

[signature page follows]

Amendment to TSR PRSU Agreements - January 2024


			POST HOLDINGS, INC.


			/s/ Diedre J. Gray
			Diedre J. Gray
			EVP, General Counsel and Chief Administrative Officer


			/s/ Jeff A. Zadoks
			Jeff A. Zadoks
			Interim Chief Executive Officer
			EVP and Chief Operating Officer