klg-20250312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12

WK KELLOGG CO

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


ý			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




			2025 Proxy Statement and Notice of the Annual Meeting of Shareowners

Message from the Chairman and
Chief Executive Officer

WK KELLOGG CO
BATTLE CREEK,
MICHIGAN 49017-3534

Dear Fellow Shareowners,

On behalf of the Board of Directors, it is my pleasure to invite you to attend the Annual Meeting of Shareowners of WK Kellogg Co. Our meeting will take place at 1:00 p.m. Eastern Time on Thursday, May 1, 2025 and will be available exclusively online via live webcast at www.virtualshareholdermeeting.com/KLG2025.

WK Kellogg Co marked our first year as an independent company in 2024, and I am incredibly proud of all that our team has achieved. Looking back, we successfully stood up our new company – an incredibly complex process – all while delivering on our promises time and again by staying focused on our strategic priorities. We achieved our financial goals, including a stable top line and an adjusted EBITDA margin of 10.1%, an increase of 70 basis points.

In August 2024, we announced a transformational supply chain modernization effort. This includes an investment of up to $500 million to consolidate our manufacturing network, build new infrastructure and manufacturing technology, and enhance the capabilities of our team. We’re already seeing the benefits of this initiative, which has been a core driver of our operating margin expansion.

We now have a fully integrated commercial function, bringing together marketing, innovation, research and development, revenue growth management, and omni-commerce. Our dedicated sales force continues to be a key advantage and has driven even stronger relationships with retail customers. We continue to innovate, expanding into new product lines, as well as on-trend platforms, formats and channels to meet consumers where they are.

We also have shown who we are as a company through Feeding Happiness – launched in Q1 2024 – which is our sustainable business platform focusing on bringing healthier, happier futures within reach. Mission Tiger – our signature sustainable business program – hit an exciting milestone in 2024 as Tony officially invested in middle school sports programs in all 50 states. On top of that, Frosted Flakes continues to be one of the fastest growing brands in cereal, demonstrating that doing good truly is good for business.

While there’s a lot to be proud of in year one, we’ve only just begun to unleash our full potential. Looking ahead, we’ll continue to approach our business with the same energy, focus and discipline that led to our success in 2024 – all by doing things the WK Way. We will seize opportunities to drive the top line, leveraging our beloved brands, winning salesforce and focused investment criteria, and will continue to lean on our supply chain modernization effort for outsized margin growth.

Of course, none of this would be possible without our incredible team. Our energized and winning culture is what enables us to deliver today and build for tomorrow. I want to thank our 3,000+ employees for their continued hard work and passion. They bring out the best in each other, creating joy and connection every day.

Last, I want to thank you, our Shareowners, for your investment in WK Kellogg Co. We are in a strong position to deliver sustainable, long-term shareowner value, and I look forward to having you along the journey.



			Gary Pilnick Chairman and Chief Executive Officer March 12, 2025

One Kellogg Square
Battle Creek, Michigan 49017-3534

Notice of the Annual Meeting of Shareowners

Background



Date and Time	Virtual Meeting	Record Date


May 1, 2025 at 1:00 p.m. Eastern Time	Live webcast at www.virtualshareholdermeeting.com/KLG2025	Only Shareowners of record at the close of business on March 3, 2025 will receive notice of and be entitled to vote at the meeting or any adjournments or postponements.

Voting Items


Proposal		Board Voting Recommendation

1	To elect three Directors for a one-year term to expire at the 2026 Annual Meeting of Shareowners		FOR each director nominee


2	To vote on an advisory resolution to approve the executive compensation of our named executive officers		FOR


3	To ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2025 fiscal year		FOR

Shareowners will also take action upon any other matters that may properly come before the meeting, or any adjournments or postponements thereof.

The Annual Meeting of Shareowners will be virtual and will be held entirely online via live webcast at www.virtualshareholdermeeting.com/KLG2025. There will not be an option to attend the meeting in person.

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be held on May 1, 2025: The Proxy Statement and 2024 Annual Report on Form 10-K are available at https://investor.wkellogg.com/overview. Beginning on or about March 12, 2025, we are mailing either a Notice of Internet Availability of Proxy Materials containing instructions on how to vote your shares and how to access the accompanying Proxy Statement and our 2024 Annual Report on Form 10-K online (or request a paper or e-mail copy of these proxy materials), or a printed copy of these proxy materials, as required by the rules of the Securities and Exchange Commission.

We look forward to the meeting.

By Order of the Board of Directors,

Gordon Paulson

Vice President, Chief Corporate Counsel and Secretary

March 12, 2025

Forward-Looking Statements and Non-GAAP Financial Measures

Forward-Looking Statements

This Proxy Statement contains a number of forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include predictions of future results or activities and may contain the words “expect,” “believe,” “will,” “can,” “anticipate,” “estimate,” “project,” “should,” "would," or words or phrases of similar meaning. You are cautioned not to rely on these forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others a decline in demand for ready-to-eat cereals; the timing, magnitude and duration of new or increased tariffs imposed on imports from and exports to Canada and Mexico; supply chain disruptions, increases in costs and / or shortages of raw materials, labor, fuels and utilities as a result of geopolitical, economic, trade policies and regulations, and market conditions; consumers’ perception of our brands or company; business disruptions; our ability to drive our growth targets to increase revenue and profit; our failure to achieve our targeted cost savings and efficiencies from the restructuring plan associated with our supply chain modernization initiatives and other cost reduction initiatives; strategic acquisitions, alliances, divestitures or joint ventures or organic growth opportunities we may pursue in the future; material disruptions at one of our facilities; our ability to attract, develop and retain the skilled people we need to support our business; a shortage of labor, our failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations that could increase labor costs; an increase in our post-retirement benefit-related costs and funding requirements caused by, among other things, volatility in the financial markets, changes in interest rates and actuarial assumptions; our inability to obtain sufficient capital to grow our business and to increase our revenues; an impairment of the carrying value of goodwill or other acquired intangibles; increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor; increases in transportation costs and reduced availability of, or increases in, the price of oil or other fuels; competition, including with respect to retail and shelf space; the changing retail environment and the growing presence of alternative retail channels; the successful development of new products and processes; adverse changes in the global climate or extreme weather conditions; adverse financial and other impacts as a result of a product liability, consumer fraud or similar cases; and other risks and uncertainties detailed from time to time in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Registration Statement on Form 10, Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, Current Reports on Form 8-K and other documents filed with the SEC. Forward-looking statements speak only as of the date of this Proxy Statement, and we undertake no obligation to publicly update them except as required by law.

Non-GAAP Financial Measures

The non-GAAP financial measures in this Proxy Statement are supplemental measures of our Company’s performance. These non-GAAP financial measures that we provide to management and investors exclude certain items that we do not consider part of on-going operations. Our management team utilizes a combination of U.S. Generally Accepted Accounting Principles ("GAAP") and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of the business, and for resource allocation decisions, including incentive compensation. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by the management team and improves investors’ understanding of our underlying operating performance, which is useful in the analysis of ongoing operating trends. All non-GAAP financial measures have been reconciled from the most directly comparable GAAP financial measures.

Because non-GAAP financial measures are not standardized, they may not be comparable to financial measures used by other companies or to non-GAAP financial measures having the same or similar names. In order to compensate for such limitations of non-GAAP measures, readers should review the reconciliations and should not consider these measures in isolation from, or as alternatives to, the comparable financial measures determined in accordance with GAAP.

Non-GAAP financial measures should not be used exclusively in evaluating our business and operations. Please see Appendix A of this Proxy Statement for additional detail regarding how these non-GAAP financial measures in this Proxy Statement are defined and a reconciliation between each non-GAAP financial measure and the most directly comparable GAAP financial measure in the Appendix to this Proxy Statement.

Contents



1	Proxy Voting Summary

2	Board and Corporate Governance
	2	PROPOSAL 1 ELECTION OF DIRECTORS
	4	Nominees for Election for a One -Year Term Expiring at the 2026 Annual Meeting
	6	Continuing Directors Serving Until the 2026 Annual Meeting
	9	Corporate Governance
	9	Board-Adopted Corporate Governance Guidelines
	10	Board Structure; Communication with the Board
	13	Board Oversight of Enterprise Risk
	15	Majority Voting for Directors; Director Resignation Policy
	15	Director Independence
	15	Related Person Transactions
	16	Shareowner Recommendations of Director Candidates
	16	Attendance at Annual Meetings
	16	Code of Conduct/Code of Ethics
	16	Availability of Corporate Governance Documents
	16	Board and Committee Membership
	20	202 4 Director Compensation and Benefits





	22	Directors’ Compensation Table

23	Compensation
	23	PROPOSAL 2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
	23	Compensation Committee Report
	23	Core Principles
	24	Compensation Approach
	25	Compensation Discussion and Analysis
	25	Executive Summary
	26	Compensation Practices & Philosophy
	27	How WK Kellogg Determines Compensation
	30	Elements of Pay and FY 2024 Pay Decisions
	34	Other Compensation Information
	37	Executive Compensation
	37	Summary Compensation Table
	40	Grant s of Plan-Based Awards Table
	41	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
	41	Outstanding Equity Awards at Fiscal Year-End Table
	42	Option Exercises and Stock Vested Table


	43	Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans
	43	U.S. Defined Contribution Plans
	43	Non-Qualified Deferred Contribution Plans
	45	Potential Post-Employment Payments
	45	Severance Benefits
	45	Involuntary Termination - No Change of Control
	46	Retirement, Disability and Death
	46	Potential Change of Control Payments
	50	C hief Executive Offi cer Pay Ratio
	51	Equity Compensation Plan Information
	51	Pay vs. Performance

54	Audit Committee Matters
	54	PROPOSAL 3 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	54	Oversight of Independent Registered Public Accounting Firm
	55	Independent Registered Public Accounting Firm Tenure and Rotation
	55	Fees Paid to Independent Registered Public Accounting Firm
	55	Preapproval Policies and Procedures
	56	Audit Committee Report



57	Security Ownership
	57	Five Percent Holders
	58	Officer and Director Stock Ownership

60	About The Meeting
	60	Information About this Proxy Statement
	60	Who Can Vote - Record Date
	61	How to Vote - Proxy Instructions
	62	Revocation of Proxies
	62	How to Participate in Annual Meeting
	62	Quorum
	63	Required Vote
	63	Other Business
	63	Costs


64	Miscellaneous

65	Appendix A: Non-GAAP Financial Measures


Board Voting Recommendation "FOR"

Proxy Voting Summary

You have received this Proxy Statement because the WK Kellogg Co Board of Directors (the "Board") is soliciting your proxy to vote your shares at the 2025 Annual Meeting of Shareowners of WK Kellogg ("Annual Meeting") to be held at 1:00 p.m. Eastern Time on Thursday, May 1, 2025, or any adjournments or postponements thereof. The following proxy voting summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

References in this Proxy Statement to “WK Kellogg,” the “Company,” “we,” “us,” or “our” refer to WK Kellogg Co.



PROPOSAL 1 Election of Directors		See further information beginning on page 2


	The Board recommends a vote FOR the re-election of each of Michael Corbo, Ramón Murguía and Mindy Sherwood.



PROPOSAL 2 Advisory Resolution on Executive Compensation		See further information beginning on page 23


	The Board recommends a vote FOR the advisory resolution approving the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.



PROPOSAL 3 Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm		See further information beginning on page 54


	The Board recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

Board and Corporate Governance




PROPOSAL 1 Election of Directors


			The Board recommends a vote FOR each director nominee.

Board Composition

Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”) provide that the Board shall be composed of not less than six and no more than fifteen Directors. The Board is currently comprised of eight members.

The Board is currently divided into three classes, with the classes as nearly equal in number as possible. Our Certificate of Incorporation provides that this classified structure will no longer exist and “sunset” beginning at our 2026 Annual Meeting, meaning that all of our Directors terms will expire at the 2026 Annual Meeting and all of our Directors will be subject to annual election commencing with our 2026 Annual Meeting.

Director Qualifications & Nominating Process

For more than 119 years, consumers have counted on WK Kellogg's business to offer them great-tasting, high-quality and nutritious ready-to-eat cereals. In order for the Board to effectively guide WK Kellogg to long-term sustainable, dependable performance, we believe it should be composed of individuals with sophistication and experience in the key disciplines that impact our business. To best serve WK Kellogg and our Shareowners, we seek to have a board of directors that, as a whole, possesses experience in key corporate disciplines, including public company leadership, accounting and financial acumen, people management, risk management, spin-off experience and sustainability and corporate responsibility. We also seek expertise related to WK Kellogg’s industry, such as branded consumer products and consumer dynamics, health and nutrition, innovation, marketing, brand building, manufacturing and supply chain, regulatory and government affairs, the retail environment, and sales and distribution.

The Nominating and Governance ("N&G") Committee believes that all Directors must, at a minimum, meet the criteria outlined in the WK Kellogg Co Board of Directors' Code of Conduct and our publicly available Corporate Governance Guidelines, which specify, among other things, that the N&G Committee will consider criteria such as independence, age, skills and experience in the context of the needs of the Board. The N&G Committee also considers a nominee’s differences in viewpoint, professional experience, background, education, and skill. The N&G Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. The N&G Committee seeks to have a Board that is representative of our business, Shareowners, consumers, customers, and employees. While different backgrounds and perspectives are critical in Board composition (as demonstrated by the variety of backgrounds of our Directors) and the Board's consideration of diversity when evaluating nominees for Director is included in our Corporate Governance Guidelines, the Board has otherwise not established a formal policy regarding diversity. In evaluating Board members, the N&G Committee considers a combination of factors for each Director nominee, including whether the nominee (1) has the ability to represent all Shareowners without a conflict of interest; (2) has the ability to work in and promote a productive environment; (3) has sufficient time and willingness to fulfill the substantial duties and responsibilities of a Director; (4) has demonstrated the high level of character and integrity that we expect; (5) possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company; (6) has the ability to apply sound and independent business judgment; and (7) has diverse attributes such as background, qualifications and personal characteristics.

Moreover, each of our Directors is expected to possess the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our Shareowners: accountability, ethical leadership, integrity, and sound business judgment. In addition, our Directors have the mature confidence to assess and challenge the way things are done and recommend constructive solutions, a keen awareness of the business and social realities of the business environment in which WK Kellogg operates, the independence and high-performance standards necessary to fulfill the Board’s oversight function, and the humility,

Board and Corporate Governance

professional maturity, and style to interface openly and constructively with other Directors. The N&G Committee conducts an annual review of our Directors and at this time affirms that all of our Director nominees and continuing Directors meet the criteria and qualifications set forth in our Board of Directors' Code of Conduct, our Corporate Governance Guidelines and the criteria set forth above for director nominees. Finally, while our Directors possess numerous qualities and experiences that make them effective fiduciaries for the Company, the Director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to the Board’s ability to exercise its oversight function for WK Kellogg and its Shareowners, and guide the long-term sustainable, dependable performance of WK Kellogg.

The N&G Committee will consider a slate of candidates from a variety of different backgrounds when filling Board vacancies. When filling a vacancy on the Board, the N&G Committee identifies the desired skills and experience of the new Director and recommends individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current Directors. The N&G Committee may engage third parties to assist in the search and provide recommendations. Also, current Directors may be asked to recommend candidates for Director. Candidates for Director are evaluated based on the process outlined in our Corporate Governance Guidelines and the N&G Committee Charter and the criteria set forth above for Director nominees, and the same process is used to evaluate all candidates for Director, including any candidates that may be recommended by our Shareowners. See “Shareowner Recommendations of Director Candidates” below.

Based upon the recommendation of the N&G Committee, the Board has nominated the three Director nominees named herein for election at the Annual Meeting each to serve for a one-year term ending at the 2026 Annual Meeting and until their respective successors are duly elected and qualified, or until their earlier of death, resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. Biographical information for each of the Director nominees is set forth below. Also set forth below is a non-exhaustive description of the specific skills and experience of each nominee that were considered by the N&G Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve as directors.

The Board recommends that the Shareowners vote “FOR” each of the following nominees: Each nominee has consented to being named in this Proxy Statement. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.


Skills and Experience of our Directors
The Board is comprised of individuals with experience in key areas relevant to WK Kellogg and collectively possesses the mix of skills and experience necessary to provide appropriate oversight of a company the size and complexity of WK Kellogg. We believe each Director has unique experience, qualifications and skills that they bring to the Board. This blend of diverse backgrounds provides the Board with the benefit of a broad array of perspectives. The following skills and areas of expertise have been identified by the Board as core competencies:

Public Company Leadership	Directors who have served as chief executive officers / senior executives in public companies bring valuable experience and practical insight to assist management and in formulating and executing effective company strategy. They also challenge and motivate management to align resources with strategic objectives and take the necessary actions to achieve desired results. Furthermore, they were able to identify, develop and manage leadership potential within the organization.	P
Manufacturing and Supply Chain	Directors who have experience managing / overseeing supply chain strategy across a large, complex enterprise provide valuable insights into supply chain strategy and provide guidance to assist the Company in executing its strategic priorities.	P
Marketing, Innovation, and Brand Building	Directors who have experience with relevant and modern marketing approaches provide meaningful perspective to assist management to effectively communicate the story of a consumer products company; develop innovation strategies; and develop the strategies to help our brands attract and retain consumers and customers and stand out from competitor offerings.	P

Board and Corporate Governance


Sales	Directors who have sales expertise in a wide variety of sales channels, including new and evolving consumer channels in e-commerce, omni-channel and digital businesses.	P
Accounting and Financial Acumen	Directors with a strong understanding of accounting and finance is important to ensure the integrity of our financial reporting and critically evaluate our performance as a company.	P
People Management	Directors with experience in setting the strategy for and otherwise managing people and teams, including recruitment, retention, development and compensation.	P
Risk Management	Directors with experience managing various enterprise risks at companies in industries with similar risks and addressing issues when they arise to provide oversight, managing risk, and continuously improving our risk management processes.	P
Spin-off Experience	Directors who have managed through recent spin-off or similar transactions provide us guidance and practical insights as our Company stands-up functions and processes needed as a standalone public company established from a spin off of a well-established, larger global public company.	P
Sustainable Business Practices and Corporate Responsibility	Directors with experience and exposure in identifying the risks and opportunities in sustainable business practices and corporate responsibility can help the Company identify value-creation strategies and goals that will have the most positive impact on our business.	P

Each of our Directors possesses many of these competencies. For purposes of this Proxy Statement, the Director biographies provide a non-exhaustive list of the key competencies for each Director.

Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting



						MICHAEL CORBO \| 65 Former Chief Supply Chain Officer of Colgate-Palmolive Company Mr. Corbo retired from Colgate-Palmolive Company, a consumer products company, where he served as its Chief Supply Chain Officer from April 2011 to January 2023. Prior to January 2023, he served in various roles with Colgate-Palmolive, including, Vice President, Global Oral Care, Supply Chain from April 2005 to April 2011 and Vice President, Manufacturing Operations, Latin America from April 2001 to April 2005.


Director since October 2023 Committees •Audit •Nominating & Governance
						Director Qualifications As a result of these professional and other experiences, Mr. Corbo possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) Manufacturing and Supply Chain, Financial Acumen, and Marketing, Innovation and Brand Building. Mr. Corbo's experience leading supply chain for a global consumer products company makes him well positioned to critically and thoughtfully review and participate in the Board's oversight of the Company’s supply chain strategic initiatives.

Board and Corporate Governance



						RAMÓN MURGUÍA \| 66 Owner of Murguía Law Firm Mr. Murguía has been the owner of Murguía Law Firm since he established the firm in September 1991 and has served as a trustee of the W.K. Kellogg Foundation, an independent, private foundation (and one of the largest philanthropic foundations in the U.S.), since April 2007. Mr. Murguĺa has also served as a director of Country Club Bank for nearly 20 years and serves on the non-profit boards of the Wyandotte Health Foundation, Union Station Kansas City, Kansas University Endowment Association, and the Wildflowers Institute.

Director since October 2023 Committees •Compensation •Nominating & Governance						Director Qualifications As a result of these professional and other experiences, Mr. Murguía possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) Risk Management, Sustainable Business Practices and People Management. Based upon his legal career and service as a director on for-profit and non-profit boards, he brings valuable insights on public policy and community relations to the Board.



						MINDY SHERWOOD \| 58 President and Chief Sales Officer of The Procter & Gamble Company Ms. Sherwood has served as the President and Chief Sales Officer of the Procter & Gamble Company, a consumer goods company, since July 2021 and leads strategy and capability for Procter & Gamble sales across all categories and regions. During her over 30-year career at Procter & Gamble and prior to her current role at that company, Ms. Sherwood served as its President, Global Walmart from July 2019 to July 2021, Vice President, Global Walmart from January 2015 to July 2019; Vice President, Sales, Beauty Care, Walmart from September 2014 to January 2015; and Vice President, Nordics, Europe Region from October 2012 to September 2014.

Director since October 2023 Committees •Compensation •Nominating & Governance
						Director Qualifications As a result of these professional and other experiences, Ms. Sherwood possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to), Sales, Marketing, Innovation and Brand Building, Public Company Leadership and People Management. Specifically, drawing on her 30-year career covering all aspects of sales, she brings a unique perspective on sales strategy and building relationships with our customers to the Board.

Board and Corporate Governance

Continuing Directors Serving Until the 2026 Annual Meeting



						WENDY ARLIN \| 54 Former Chief Financial Officer of Bath & Body Works, Inc. Ms. Arlin served as Chief Financial Officer of Bath & Body Works, Inc. (“BBWI”), a home fragrance, body care and soaps and sanitizer products retailer, from August 2021 through July 2023. Prior to serving in that role and prior to the spin-off of BBWI, Ms. Arlin served as Senior Vice President, Finance and Corporate Controller of L Brands, Inc. (now Bath & Body Works, Inc.), a specialty retailer, leading the corporate finance, financial reporting, accounting, and financial shared services functions from 2005 to 2021. Prior to joining L Brands in 2005, Ms. Arlin spent 12 years at KPMG LLP, a global professional services firm, in the audit practice and ultimately held the position of partner in charge of the central Ohio consumer and industrial/information, communications and entertainment businesses practices. Ms. Arlin also serves as a director of Kohl's Corporation and The Wendy's Company.

Director since September 2023 Committees •Audit (Chair) •Compensation
						Director Qualifications As a result of these and other experiences, Ms. Arlin has been determined by the Board to be an “audit committee financial expert” as defined under regulations, and brings significant accounting, auditing and financial reporting expertise to the Board. Additionally, she brings and possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) Spin-off Experience, Risk Management Experience and Public Company Leadership. Additionally, Ms. Arlin's service on other public company boards allows her to provide insight into oversight and corporate governance matters for the Board.



						R. DAVID BANYARD, JR. \| 56 President and Chief Executive Officer of MasterBrand, Inc. Mr. Banyard is the President and Chief Executive Officer of MasterBrand, Inc., the largest manufacturer of residential cabinets in North America, and has served in that role since December 2022, when Fortune Brands Innovations, Inc. spun off MasterBrand, Inc. Prior to his current role, Mr. Banyard served as President of MasterBrand Cabinets, Inc., the cabinets segment of Fortune Brands Home and Security, Inc., from 2019 to 2022. Mr. Banyard previously served as President and Chief Executive Officer of Myers Industries, Inc., an international manufacturer of packaging, storage and safety products and specialty molding, from 2015 to 2019. Prior to that role, Mr. Banyard was Group President, Fluid Handling Technologies at Roper Technologies, Inc., a diversified technology company, from 2010 to 2015. Mr. Banyard began his business career at Danaher Corporation, a science and technology company, where he held a variety of management roles from 2004 to 2010, including Vice President and General Manager of Kollmorgen’s Vehicle Systems business. Mr. Banyard also completed an 11-year career in the U.S. Navy as a fighter pilot.

Director since October 2023 Committees •Compensation (Chair) •Audit
						Director Qualifications As a result of these professional and other experiences, Mr. Banyard possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) Spin-off Experience, People Management, Financial Acumen and Risk Management Experience. In addition, given his experience leading MasterBrand, Inc. as a new public company following its spin-off from Fortune Brands, Home and Security, Inc. Mr. Banyard brings a unique insight on managing and implementing new public company functions to the Board.

Board and Corporate Governance



						ZACK GUND \| LEAD DIRECTOR \| 54 Managing Partner of Coppermine Capital, LLC Mr. Gund is currently a Managing Partner of Coppermine Capital, LLC, a private investment firm he founded in 2001. In this role, Mr. Gund makes investment decisions and oversees several portfolio companies across many different sectors. His work has spanned both the manufacturing and service industries, including food manufacturing. Mr. Gund has served as a member board of directors of Kellanova, a global consumer products company, since December 2014, where he chairs the Manufacturing Committee and also serves on its Compensation & Talent Management Committee and Nominating & Governance Committee.


Director since October 2023 Committees •Nominating & Governance (Chair) •Compensation
						Director Qualifications As a result of these professional and other experiences, Mr. Gund brings particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to), Public Company Leadership, Manufacturing and Supply Chain and Sales, and Marketing and Innovation. Additionally, he brings the perspective of an investor who is focused on the long-term health and vitality of the Company and establishing a solid foundation for future growth and profitability. Mr. Gund has significant public company board experience (including specific experience in auditing, manufacturing, and marketing oversight), which strongly positions him to serve as the Lead Director of WK Kellogg.



						JULIO NEMETH \| 64 Former Chief Product Supply Officer of The Procter & Gamble Company Mr. Nemeth served as the Chief Product Supply Officer at the Procter & Gamble Company, a consumer goods company, from May 2019 to May 2023. In this role, Mr. Nemeth led Procter & Gamble’s global product supply organization, which includes over 100 manufacturing plants and roughly 200 distribution centers around the world. Prior to this role, Mr. Nemeth held numerous senior roles with Procter & Gamble since 1990, including President, Global Business Services from January 2015 to April 2019 and Senior Vice President, Product Supply, Global Operations from July 2013 to December 2014. Mr. Nemeth has served on the board of directors of The Boston Beer Company, Inc. since January 2020.

Director since October 2023 Committees •Audit •Nominating & Governance
						Director Qualifications As a result of these professional and other experiences, Mr. Nemeth possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) Manufacturing and Supply Chain, Public Company Leadership, and Accounting and Financial Acumen. Mr. Nemeth's experience leading supply chain for a global consumer products company makes him well positioned to critically and thoughtfully review and guide the Company’s supply chain strategic initiatives for the Board. Additionally, Mr. Nemeth also has other public company board experience, which allows him to provide insight into risk oversight and corporate governance matters for the Board.

Board and Corporate Governance



						GARY PILNICK \| 60 Chairman and Chief Executive Officer of WK Kellogg Co Mr. Pilnick was appointed Chairman and Chief Executive Officer of WK Kellogg as of October 2023 effective upon the completion of the Company's spin-off from Kellanova. Prior to this, he served as Vice Chairman, Corporate Development and Chief Legal Officer of Kellogg Company (now Kellanova), a global consumer products company, since January 2016. In August 2003, he was appointed Senior Vice President, General Counsel and Secretary, and had been a member of Kellogg Company's Executive Committee for over 20 years, and assumed responsibility for the global Corporate Development function in June 2004. He joined Kellogg Company as Vice President, Deputy General Counsel and Assistant Secretary in September 2000 and served in that position until August 2003. Before joining Kellogg Company, he served as Vice President and Chief Counsel of Sara Lee Branded Apparel (now Hanesbrands) an apparel company, and as Vice President and Chief Counsel, Corporate Development and Finance at Sara Lee Corporation, formerly a consumer goods corporation now held by Kohlberg & Company after being acquired by Tyson Foods.

Director since November 2022 Committees None
						Director Qualifications As a result of these professional and other experiences, Mr. Pilnick possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to), Public Company Leadership, People Management, and Marketing, Innovation and Brand Building experience. Additionally, drawing on his 23-year senior leadership tenure at Kellanova, Mr. Pilnick has an in-depth knowledge of, and passion for, our business and people, which positions him well to serve as our Chairman.

Board and Corporate Governance

Corporate Governance

Board-Adopted Corporate Governance Guidelines

We operate under corporate governance principles and practices (“Corporate Governance Guidelines”) that are designed to maximize long-term Shareowner value, align the interests of the Board and management with those of our Shareowners and promote high ethical conduct among our Directors and employees. Our Corporate Governance Guidelines include the following:



Board Independence			•A majority of the Directors, and all of the members of the Audit Committee, the Compensation Committee and the N&G Committee, are required to meet the applicable independence requirements of the New York Stock Exchange and the SEC. •One Director is designated a Lead Director, who, among other things, chairs executive session meetings of the independent, non-employee Directors, and may call any such meetings at any time, approves proposed meeting agendas and schedules, and establishes a method for Shareowners and other interested parties to communicate with the Board. See also "Board and Corporate Governance - Corporate Governance - Lead Director." •The Board and each Board Committee has the authority to hire independent legal, financial or other advisors as they may deem necessary, at the Company's expense. •The Corporate Governance Guidelines provide that non-employee Directors meet in executive session at least three times annually. As a general practice, the non-employee Directors are scheduled to meet in executive session at every Board meeting. •No Director may serve as a director, officer or employee of a competitor.


Strategic Oversight			•Directors review the Company's strategy periodically during the year and dedicate at least one meeting per year to focus on a comprehensive strategic review, including the key elements of the Company's strategy. •Directors have direct and regular access to officers, employees, facilities, books and records of the Company and can initiate contact or meetings directly or through the Chief Executive Officer ("CEO") or the Secretary.


Performance Assessments

SEC Form DEF 14A filed by WK Kellogg Co