UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 28, 2023, we held our annual meeting of stockholders in Eagle, Idaho. A total of 128,519,422 shares of our common stock, or approximately 88% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:
| 1. | Our stockholders elected 11 directors to each serve a one-year term on our Board of Directors (the “Board”) until our 2024 annual meeting of stockholders or until his or her successor has been duly chosen and qualified, based on the following voting results: |
| Director | For | Against | Abstain | Broker Non -Votes | ||||||||||||
| Peter J. Bensen | 116,443,155 | 271,946 | 168,877 | 11,635,444 | ||||||||||||
| Charles A. Blixt | 103,185,032 | 13,527,930 | 171,016 | 11,635,444 | ||||||||||||
| Robert J. Coviello | 112,353,391 | 4,362,893 | 167,694 | 11,635,444 | ||||||||||||
| Rita Fisher | 116,514,613 | 212,116 | 157,249 | 11,635,444 | ||||||||||||
| André J. Hawaux | 116,370,911 | 342,659 | 170,408 | 11,635,444 | ||||||||||||
| W.G. Jurgensen | 112,846,434 | 3,847,790 | 189,754 | 11,635,444 | ||||||||||||
| Thomas P. Maurer | 116,380,111 | 331,874 | 171,993 | 11,635,444 | ||||||||||||
| Hala G. Moddelmog | 112,431,035 | 4,289,516 | 163,427 | 11,635,444 | ||||||||||||
| Robert A. Niblock | 116,436,310 | 275,201 | 172,467 | 11,635,444 | ||||||||||||
| Maria Renna Sharpe | 111,249,475 | 5,478,621 | 155,882 | 11,635,444 | ||||||||||||
| Thomas P. Werner | 116,376,775 | 332,426 | 174,777 | 11,635,444 | ||||||||||||
| 2. | Our stockholders approved the advisory proposal for our fiscal 2023 executive compensation, based on the following voting results: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 102,350,892 | 14,128,705 | 404,381 | 11,635,444 | |||||||||||
| 3. | Our stockholders approved the advisory proposal on the frequency for future advisory proposals to approve our executive compensation with a frequency of one year, based on the following voting results: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 114,453,469 | 157,719 | 2,101,866 | 170,924 | 11,635,444 | ||||||||||
Based on the results of this advisory proposal, and in accordance with the Board’s recommendation, the Board has determined to include an advisory proposal on executive compensation every year until the next required advisory proposal on the frequency of future advisory proposals to approve our executive compensation.
| 4. | Our stockholders ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending May 26, 2024, based on the following voting results: |
| For | Against | Abstain | ||
| 128,009,627 | 372,951 | 136,844 |
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.
| LAMB WESTON HOLDINGS, INC. | |||
| By: | /s/ Eryk J. Spytek | ||
| Name: | Eryk J. Spytek | ||
| Title: | General Counsel and Chief Compliance Officer | ||
| Date: October 2, 2023 | |||