Item 2.02. Results of Operations and Financial Condition.
On November 19, 2020, Post Holdings, Inc. (the “Company”) issued a press release announcing results for its fourth fiscal quarter and fiscal year ended September 30, 2020 and providing a financial outlook for fiscal year 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2020, Mr. Jay W. Brown, a member of the Company’s Board of Directors (the “Board”), notified the Company of his decision to retire as a director of the Company. Mr. Brown has been a member of the Board since 2012 and is a member of the Corporate Governance and Compensation Committee and the Strategy and Financial Oversight Committee. Mr. Brown’s announced retirement was not due to any disagreement with the Company on any matter. Mr. Brown’s retirement from the Board and all committees thereof will be effective on December 15, 2020.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2020, the Board approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “fourth Amended and Restated Bylaws”), effective November 18, 2020. The fourth Amended and Restated Bylaws revised Article I, Sections 1 and 2 of the Company’s Amended and Restated Bylaws to allow for the annual meeting of shareholders and special meetings of shareholders to be conducted by means of remote communication. In addition, the fourth Amended and Restated Bylaws revised Article III, Section 1 of the Company's Amended and Restated Bylaws to clarify that the Company’s President may elect and appoint certain officers of the Company.
The foregoing description of the fourth Amended and Restated Bylaws is only a summary of the principal features of the revisions made to the Company's Amended and Restated Bylaws, does not purport to be complete and is qualified in its entirety by reference to the fourth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and a marked copy of which showing the amendments is filed as Exhibit 3.2 hereto, which is incorporated herein by reference.