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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):
July 19, 2023
Lamb Weston Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
1-37830 |
61-1797411 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 599 S. Rivershore Lane |
|
83616 |
| Eagle,
Idaho |
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
| |
(208) 938-1047 |
|
| |
(Registrant’s telephone number, including area code) |
|
| |
|
|
| |
N/A |
|
| |
(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)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $1.00 par value |
|
LW |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On July 19, 2023, the Board of Directors
(the “Board”) of Lamb Weston Holdings, Inc. (“Lamb Weston” or “we”) increased the size of the
Board from ten to eleven members and appointed Rita Fisher to serve as a director on the Board. The Board also appointed Ms. Fisher
as a member of the Audit and Finance Committee. These actions were effective July 19, 2023.
Ms. Fisher,
age 53, has served as the Chief Information Officer and Executive Vice President, Supply Chain of Reynolds Consumer Products Inc., a consumer
products company (“Reynolds”), since August 2017. Prior to joining Reynolds, Ms. Fisher served as Vice President
and Head of Global Business Services for Kraft Heinz Company, a food and beverage company. During her 22 years at Kraft Heinz and
its predecessor companies, she held many global and regional roles in Information Technology and Supply Chain, including Head of Global
IT and Senior Director Supply Chain Transformation. Ms. Fisher has a Bachelor of Science degree in mathematics and computer science
from the University of Illinois at Chicago and a Master of Science degree in computer science from DePaul University.
Ms. Fisher will receive the same compensation
as Lamb Weston’s other non-employee directors, which compensation includes an annual retainer of $100,000 and an annual grant of
restricted stock units with an equity grant value of $155,000. Both the retainer and stock award will be pro-rated for her first year
of service. There are no transactions or relationships between Ms. Fisher and Lamb Weston that would be reportable under Item 404(a) of
Regulation S-K. Ms. Fisher was not selected pursuant to any arrangement or understanding between her and any other person.
On
July 19, 2023, we issued a press release announcing the appointment of Ms. Fisher to the Board. A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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:
July 19, 2023 | |
