UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
Kellogg Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
487836108
(CUSIP Number)
12/31/11
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
CUSIP NO. 487836108 | Page 2 of 9 pages |
1 |
NAME OF REPORTING PERSON
The Bank of New York Mellon Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
A New York Corporation | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,009,019 | ||||
6 | SHARED VOTING POWER
79,328,893 | |||||
7 | SOLE DISPOSITIVE POWER
3,776,576 | |||||
8 | SHARED DISPOSITIVE POWER
79,370,220 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,228,741 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.3% | |||||
12 |
TYPE OF REPORTING PERSON*
HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
CUSIP NO. 487836108 | Page 3 of 9 pages |
1 |
NAME OF REPORTING PERSON
The Bank of New York Mellon Trust Company, N.A. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
A National Banking Association | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
79,284,790 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
79,284,790 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,284,790 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2% | |||||
12 |
TYPE OF REPORTING PERSON*
BK |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
CUSIP NO. 487836108 | Page 4 of 9 pages |
1 |
NAME OF REPORTING PERSON
James M. Jenness | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
565,365 | ||||
6 | SHARED VOTING POWER
79,284,790 | |||||
7 | SOLE DISPOSITIVE POWER
554,534 | |||||
8 | SHARED DISPOSITIVE POWER
79,284,790 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,850,155 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.3% | |||||
12 |
TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
CUSIP NO. 487836108 | Page 5 of 9 pages |
1 |
NAME OF REPORTING PERSON
Sterling K. Speirn | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
19,671 | ||||
6 | SHARED VOTING POWER
79,432,590 | |||||
7 | SOLE DISPOSITIVE POWER
5,781 | |||||
8 | SHARED DISPOSITIVE POWER
79,432,590 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,452,261 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2% | |||||
12 |
TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
CUSIP NO. 487836108 | Page 6 of 9 pages |
1 |
NAME OF REPORTING PERSON
Wenda W. Moore | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
705 | ||||
6 | SHARED VOTING POWER
79,284,790 | |||||
7 | SOLE DISPOSITIVE POWER
705 | |||||
8 | SHARED DISPOSITIVE POWER
79,284,790 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,285,495 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.2% | |||||
12 |
TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Schedule 13G
Issuer: Kellogg Company
Page 7 of 9
This Schedule 13G is being filed as Amendment No. 35 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the Trust) with respect to shares of common stock of Kellogg Company (the Shares).
This Amendment No. 35 is being filed by The Bank of New York Mellon Corporation as parent holding company for The Bank of New York Mellon Trust Company, N.A., by The Bank of New York Mellon Trust Company, N.A. as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, Sterling K. Speirn and Wenda W. Moore, as all of the trustees of the Trust as of December 31, 2011.
The number of Shares beneficially owned by each of The Bank of New York Mellon Corporation and certain of its affiliates (including The Bank of New York Mellon Trust Company, N.A.), James M. Jenness, Sterling K. Speirn and Wenda W. Moore, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 83,962,282, which is 23.4% of the Shares outstanding. Of this amount 79,284,790 Shares, or 22.2% of the Shares outstanding, represent Shares owned in a fiduciary capacity on behalf of the Trust. Shares owned in other fiduciary capacities are noted on Exhibit 99.1.
The number of reported Shares for James M. Jenness includes 431,410 Shares that Mr. Jenness may acquire within 60 days of December 31, 2011 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for Sterling K. Speirn includes 5,781 Shares that Mr. Speirn may acquire within 60 days of December 31, 2011 by exercising options granted to him under the Kellogg Company Non-Employee Director Stock Plan.
Item 1. | (a) |
Name of Issuer: | ||||||||||
Kellogg Company | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
One Kellogg Square Battle Creek, Michigan 49016-3599 |
||||||||||||
Item 2. | (a) |
Name of Persons Filing: | ||||||||||
The Bank of New York Mellon Corporation The Bank of New York Mellon Trust Co., N.A. James M. Jenness Sterling K. Speirn Wenda W. Moore |
||||||||||||
(b) |
Address of Principal Business Office: | |||||||||||
Person Filing | Address | |||||||||||
The Bank of New York Mellon Corporation | One Wall Street | |||||||||||
New York, NY 10286 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | One BNY Mellon Center | |||||||||||
500 Grant Street, Suite 410 | ||||||||||||
Pittsburgh, PA 15258 | ||||||||||||
James M. Jenness | One Kellogg Square | |||||||||||
P. O. Box 3599 | ||||||||||||
Battle Creek, Michigan 49016 | ||||||||||||
Sterling K. Speirn | One Michigan Avenue East | |||||||||||
Battle Creek, Michigan 49017 | ||||||||||||
Wenda W. Moore | One Michigan Avenue East | |||||||||||
Battle Creek, Michigan 49017 | ||||||||||||
(c) |
Citizenship: | |||||||||||
The Bank of New York Mellon Corporation | -A New York Corporation | |||||||||||
The Bank of New York Mellon Trust Co., N.A. | -A National Banking Association | |||||||||||
James M. Jenness | -U.S. Citizen | |||||||||||
Sterling K. Speirn | -U.S. Citizen | |||||||||||
Wenda W. Moore | -U.S. Citizen | |||||||||||
(d) |
Title of Class of Securities: | |||||||||||
All persons filing - common stock | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
All persons filing - 487836108 | ||||||||||||
Item 3. | (a) - (j) | |||||||||||
This statement is being filed pursuant to Rule 13d-1(d). |
Schedule 13G
Issuer: Kellogg Company
Page 8 of 9
Item 4. | Ownership: | |||||||||||||
(a) | Amount Beneficially Owned as of December 31, 2011: | |||||||||||||
The Bank of New York Mellon Corporation | - | 83,228,741 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 79,284,790 | ||||||||||||
James M. Jenness | - | 79,850,155 | ||||||||||||
Sterling K. Speirn | - | 79,452,261 | ||||||||||||
Wenda W. Moore | - | 79,285,495 | ||||||||||||
(b) | Percent of Class: | |||||||||||||
The Bank of New York Mellon Corporation | - | 23.3% | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 22.2% | ||||||||||||
James M. Jenness | - | 22.3% | ||||||||||||
Sterling K. Speirn | - | 22.2% | ||||||||||||
Wenda W. Moore | - | 22.2% | ||||||||||||
(c) | Number of shares as to which such person has: | |||||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||||||
The Bank of New York Mellon Corporation | - | 3,009,019 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 0 | ||||||||||||
James M. Jenness | - | 565,365 | ||||||||||||
Sterling K. Speirn | - | 19,671 | ||||||||||||
Wenda W. Moore | - | 705 | ||||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||||||
The Bank of New York Mellon Corporation | - | 79,328,893 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 79,284,790 | ||||||||||||
James M. Jenness | - | 79,284,790 | ||||||||||||
Sterling K. Speirn | - | 79,432,590 | ||||||||||||
Wenda W. Moore | - | 79,284,790 | ||||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||||||
The Bank of New York Mellon Corporation | - | 3,776,576 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 0 | ||||||||||||
James M. Jenness | - | 554,534 | ||||||||||||
Sterling K. Speirn | - | 5,781 | ||||||||||||
Wenda W. Moore | - | 705 | ||||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||||||
The Bank of New York Mellon Corporation | - | 79,370,220 | ||||||||||||
The Bank of New York Mellon Trust Co., N.A. | - | 79,284,790 | ||||||||||||
James M. Jenness | - | 79,284,790 | ||||||||||||
Sterling K. Speirn | - | 79,432,590 | ||||||||||||
Wenda W. Moore | - | 79,284,790 | ||||||||||||
Item 5. | Ownership of Five Percent or Less of a Class: | |||||||||||||
Not Applicable | ||||||||||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |||||||||||||
See Exhibit 99.1 | ||||||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |||||||||||||
The Bank of New York Mellon Corporation, a parent holding company, is filing with respect to its subsidiaries, including The Bank of New York Mellon Trust Company, N.A. | ||||||||||||||
Item 8. | Identification and Classification of Members of the Group: | |||||||||||||
Not Applicable | ||||||||||||||
Item 9. | Notice of Dissolution of Group: | |||||||||||||
Not Applicable | ||||||||||||||
Item 10. | Certifications: | |||||||||||||
Not Applicable |
Schedule 13G
Issuer: Kellogg Company
Page 9 of 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2012
The Bank of New York Mellon Corporation |
By | /s/ Nicholas R. Darrow |
Nicholas R. Darrow | ||||
Senior Vice President | ||||
Attorney-in-Fact for | ||||
The Bank of New York Mellon Corporation | ||||
The Bank of New York Mellon Trust Company, N.A., as trustee of the W.K. Kellogg Foundation Trust |
By | /s/ Dana Luksic |
Dana Luksic | ||||
Vice President | ||||
James M. Jenness | ||||
/s/ Dana Luksic | ||||
By his attorney in fact, Dana Luksic | ||||
Sterling K. Speirn | ||||
/s/ Dana Luksic | ||||
By his attorney in fact, Dana Luksic | ||||
Wenda W. Moore | ||||
/s/ Dana Luksic | ||||
By her attorney in fact, Dana Luksic |
SCHEDULE 13G
EXHIBIT INDEX
Exhibit No. |
Exhibit | |
Exhibit 24.1 | Power of Attorney of The Bank of New York Mellon Corporation dated October 12, 2009 (incorporated by reference to Exhibit 24.1 to Amendment No. 33 to this Schedule 13G filed on February 11, 2010 (Amendment No. 33)). | |
Exhibit 24.2 | Power of Attorney of James M. Jenness dated November 16, 2011. | |
Exhibit 24.3 | Power of Attorney of Sterling K. Speirn dated November 16, 2011. | |
Exhibit 24.4 | Power of Attorney of Wenda W. Moore dated November 16, 2011. | |
Exhibit 99.1 | Ownership of More Than Five Percent on Behalf of Another Person. | |
Exhibit 99.2 | Agreement Pursuant to Rule 13d-1(k)(1)(iii). |
SCHEDULE 13G
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, JAMES M. JENNESS, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:
(1) | execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules thereunder; |
(2) | execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder; |
(3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (SEC) and any other authority; and |
(4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. |
The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation §240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.
By this instrument, the undersigned revokes the Power of Attorney executed on September 10, 2009. Such revocation shall be effective upon filing this instrument with the SEC.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 16th day of November, 2011.
/s/ James M. Jenness |
James M. Jenness |
STATE OF MICHIGAN | ) | |
) | ||
COUNTY OF CALHOUN | ) |
I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that JAMES M. JENNESS, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 16th day of November, 2011.
/s/ Rochelle L. Pino |
Notary Public |
My Commission Expires: 1-3-2012
SCHEDULE 13G
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, STERLING K. SPEIRN, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:
(1) | execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules thereunder; |
(2) | execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder; |
(3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (SEC) and any other authority; and |
(4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. |
The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation §240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.
By this instrument, the undersigned revokes the Power of Attorney executed on September 10, 2009. Such revocation shall be effective upon filing this instrument with the SEC.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 16th day of November, 2011.
/s/ Sterling K. Speirn |
Sterling K. Speirn |
STATE OF MICHIGAN | ) | |
) | ||
COUNTY OF CALHOUN | ) |
I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that STERLING K. SPEIRN, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 16th day of November, 2011.
/s/ Rochelle L. Pino |
Notary Public |
My Commission Expires: 1-3-2012
SCHEDULE 13G
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned, WENDA W. MOORE, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as her true and lawful attorneys-in-fact to:
(1) | execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules thereunder; |
(2) | execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder; |
(3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (SEC) and any other authority; and |
(4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. |
The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation §240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.
By this instrument, the undersigned revokes the Power of Attorney executed on September 10, 2009. Such revocation shall be effective upon filing this instrument with the SEC.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 16th day of November, 2011.
/s/ Wenda W. Moore |
Wenda W. Moore |
STATE OF MICHIGAN | ) | |
) | ||
COUNTY OF CALHOUN | ) |
I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that WENDA W. MOORE, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as her free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 16th day of November, 2011.
/s/ Rochelle L. Pino |
Notary Public |
My Commission Expires: 1-3-2012
SCHEDULE 13G
Exhibit 99.1
In reply to Item 6, as of December 31, 2011, The Bank of New York Mellon Trust Company, N.A., James M. Jenness, Sterling K. Speirn and Wenda W. Moore were trustees of the W. K. Kellogg Foundation Trust (the Trust) holding 79,284,790 Shares, or 22.2% of the Shares outstanding.
For purposes of this Schedule 13G, The Bank of New York Mellon Corporation is reporting on behalf of its subsidiaries, including The Bank of New York Mellon Trust Company, N.A., which hold Shares for various persons in various fiduciary capacities. As noted in the preceding paragraph, The Bank of New York Mellon Trust Company, N.A.s holdings as trustee of the Trust represent 22.2% of the Shares outstanding as of December 31, 2011. Additional Shares reported on page 2 of this Schedule 13G for The Bank of New York Mellon Corporation and its subsidiaries include Shares held in fiduciary capacities for persons other than the Trust.
As of the year ending December 31, 2011, Sterling K. Speirn was a co-trustee of the Carrie Staines Trust #5977, holding 147,800 Shares.
W.K. Kellogg Foundation has an interest in Shares held in the Trust and other persons have interests in the above referred Shares held in other fiduciary capacities. Except as described hereinabove, no other person is known to receive or has the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this filing.
SCHEDULE 13G
Exhibit 99.2
Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below:
The Bank of New York Mellon Corporation |
The Bank of New York Mellon Trust Company, N.A. |
James M. Jenness |
Sterling K. Speirn |
Wenda W. Moore |