Edgar Filing: KELLOGG CO

KELLOGG COMPANY

/s/ Gary H. Pilnick

Date: April 25, 2012

Gary H. Pilnick

Senior Vice President, General Counsel, Corporate Development and Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 20, 2012

Kellogg Company

(Exact name of Registrant as specified in its charter)

Delaware

1-4171

38-0710690

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Kellogg Square Battle Creek, Michigan 49016-3599

(Address of Principal executive offices, including Zip Code)

(269) 961-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

a)	On April 20, 2012, Kellogg Company held its Annual Meeting of Shareowners.

b)	Benjamin Carson, John Dillon, James Jenness and Donald Knauss were re-elected for a three-year term.

Five matters were voted on at the 2012 Annual Meeting: the re-election of the four directors described in (b) above; an advisory resolution to approve executive compensation; the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2012; a Shareowner proposal to repeal the classified board; and a Shareowner proposal to adopt simple majority vote. The final results of voting on each of the matters submitted to a vote of Shareowners are as follows.


1. Election of Directors	For		Withheld		Broker Non-Votes
Benjamin Carson		276,771,349		3,464,513		31,074,683
John Dillon		274,677,765		5,558,097		31,074,683
James Jenness		270,791,267		9,444,595		31,074,683
Donald Knauss		275,755,249		2,280,613		31,074,683


	For		Against		Abstentions		Broker Non-Votes
2. Advisory resolution to approve executive compensation		271,154,232		7,988,369		1,093,261		31,074,683


				For		Against		Abstentions

3. Ratification of independent registered public accounting firm				308,918,351		2,049,552		342,642

	For		Against		Abstentions		Broker Non-Votes

4. Shareowner proposal to repeal the classified board		132,644,235		146,815,449		776,178		31,074,683

	For		Against		Abstentions		Broker Non-Votes

5. Shareowner proposal to adopt simple majority vote		117,339,540		162,152,121		744,201		31,074,683

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.