8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 9, 2024

Kellanova

(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.)

412 N. Wells Street

Chicago, Illinois 60654

(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 (see General Instruction A.2 below):

☐ 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, $.25 par value per share		K	New York Stock Exchange
1.000% Senior Notes due 2024		K 24	New York Stock Exchange
1.250% Senior Notes due 2025		K 25	New York Stock Exchange
0.500% Senior Notes due 2029		K 29	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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 January 9, 2024, Chris Hood, President, Kellanova North America, notified the Company of his intention to retire from the Company at the end of April 2024. In accordance with succession plans, Nicolas Amaya, currently President, Kellanova Latin America, will succeed Mr. Hood effective February 1, 2024. Mr. Hood and Mr. Amaya will work together over the coming months to ensure an orderly transition.

Item 7.01. Regulation FD Disclosure.

On January 12, 2024, Kellanova issued a press release announcing the foregoing. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. Exhibit 99.1 shall not be deemed “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 to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release dated January 12, 2024.

Exhibit 104 Cover Page Interactive Data File formatted as inline XBRL (included as Exhibit 101).

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.

	KELLANOVA
Date: January 12, 2024	/s/ John Min
	Name:	John Min
	Title:	Chief Legal Officer

EX-99.1

Exhibit 99.1

For Immediate Release

FOR MORE INFORMATION

Kellanova Media Hotline: 269-961-3799

media.hotline@kellanova.com

Analyst Contact: John Renwick, 269-961-9050

Kellanova announces executive leadership changes

for North America and Latin America

Deep talent bench facilitates smooth succession as

Chris Hood, President, Kellanova North America retires

Chicago, IL, Jan. 12, 2024 -- Kellanova today announced the retirement of Chris Hood, President, Kellanova North America. Nicolas Amaya, currently President, Kellanova Latin America, will succeed Hood as President, Kellanova North America. Victor Marroquin, currently General Manager, Kellanova Mexico, will succeed Amaya as President, Kellanova Latin America. Both Region leaders will report to Chairman, President and Chief Executive Officer, Steve Cahillane. Transitions begin immediately, with Hood’s retirement effective at the end of April 2024.

“A seasoned consumer packaged goods leader, Chris joined our company as part of the Pringles acquisition in 2012 and has contributed tremendously during his tenure,” says Steve Cahillane, Chairman, President and CEO. “Over the past nearly six years in his role leading North America, Chris created an agile, category-led business model, driving better performance and unlocking innovation, while guiding the North America organization through major business and portfolio realignments, including the successful exit from direct-store delivery, the divestiture of non-core brands, and the recent spin-off of WK Kellogg Co. We wish Chris and his family all the best and extend our deepest appreciation for his contributions.”

Hood’s retirement prompts orderly successions by Nicolas Amaya and Victor Marroquin, both of whom have distinguished themselves as highly effective business leaders. “In Nicolas and Victor, we have proven leaders who are committed to delivering on our Differentiate, Drive & Deliver strategy, developing talent and advancing our purpose,” adds Cahillane. “These appointments demonstrate the strong caliber of our people and talent pipeline.”

Over the past four years in his role as President, Kellanova Latin America, Nicolas Amaya has led the team to deliver robust and consistent top- and bottom-line growth and build strong relationships with key customers and distributors across the region. He has also been at the forefront of digital transformation.

“Nico is a visionary leader who has a strong track record of developing high-performing teams and delivering outsized growth in both Latin America and North America,” says Cahillane. “He has the successful track record and Kellanova experience to continue to drive our business forward as the new leader of our largest region.”

Since joining the company in 2001, Amaya has held a variety of leadership positions in both the U.S. and Latin America across the cereal, frozen and snacks businesses including General Manager, Snacks and Growth Platforms for Latin America; General Manager, Category Marketing and Innovation, Latin America; and General Manager, Mexico, before being named President, Kellogg Latin America in 2019. Prior to Kellogg, Amaya held various marketing roles at Unilever.

Victor Marroquin joined Kellogg in 1997 in sales, and then held progressive roles in marketing, customer development and commercial management. Since 2014, he has served as General Manager in several roles across Latin America leading countries such as Ecuador, Peru, Brazil, Colombia and the Andean region, and then was named General Manager, Mexico in 2020. In these roles, Marroquin has consistently led the team to deliver strong top- and bottom-line performance, strengthen our brands’ market positions, transform our go-to-market models and elevate key customers´ strategic partnerships.

“Victor has experience in every key market of the Latin America business,” says Cahillane. “He is well respected and well known throughout the region – both within Kellanova and the industry. He has sustained growth momentum in Mexico despite political, economic and regulatory challenges, and accelerated delivery of our Differentiate, Drive & Deliver strategy.”

About Kellanova

Kellanova (NYSE: K) is a leader in global snacking, international cereal and noodles, and North America frozen foods, with a legacy stretching back more than 100 years. Powered by differentiated brands including Pringles®, Cheez-It®, Pop-Tarts®, Kellogg's Rice Krispies Treats®, RXBAR®, Eggo®, MorningStar Farms®, Special K®, Coco Pops®, and more, Kellanova's vision is to become the world's best-performing snacks-led powerhouse, unleashing the full potential of our differentiated brands and our passionate people.

Kellanova is guided by our purpose to create better days and a place at the table for everyone through our trusted food brands. We are advancing sustainable and equitable access to food by addressing the intersection of hunger, sustainability, wellbeing, and equity, diversity & inclusion, with the ambition of creating Better Days for 4 billion people by the end of 2030 (from a 2015 baseline). Visit www.Kellanova.com for more information.

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XML

Cover Page Cover Page	Jan. 09, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 09, 2024
Entity Registrant Name	Kellanova
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4171
Entity Tax Identification Number	38-0710690
Entity Address, Address Line One	412 N. Wells Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	269
Local Phone Number	961-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000055067
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.25 par value per share
Trading Symbol	K
Security Exchange Name	NYSE
1.000% Senior Notes Due 2024
Entity Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2024
Trading Symbol	K 24
Security Exchange Name	NYSE
1.250% Senior Notes Due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	K 25
Security Exchange Name	NYSE
0.500% Senior Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes due 2029
Trading Symbol	K 29
Security Exchange Name	NYSE