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): February 17, 2017

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 (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2017, the Board of Directors (the "Board") of Kellogg Company (the “Company”) made compensation determinations with respect to the Company’s named executive officers, and the Compensation and Talent Management Committee of the Board adopted the 2017-2019 Executive Performance Plan, each as set forth below.

2017-2019 Executive Performance Plan. The Compensation and Talent Management Committee of the Board approved the 2017-2019 Executive Performance Plan (“2017-2019 EPP”) under which certain senior executives and other employees would be eligible to receive a portion of their long-term incentives in the form of performance shares based on the achievement of targets for currency-neutral comparable operating margin percentage during fiscal year 2019 and relative total shareowner return. Awards are paid in shares at the end of the performance period, except for amounts withheld by the Company for statutory withholding requirements. In addition, the independent members of the Board granted 2017-2019 EPP target awards (“Awards”) of 62,300 shares for John Bryant; 15,500 shares for Paul Norman; 12,200 shares for Gary Pilnick; and 8,100 shares for Alistair Hirst. Participants in the 2017-2019 EPP have the opportunity to earn between 0% and 200% of their EPP target. Dividends are not paid on unvested EPP awards. A copy of the 2017-2019 EPP is attached as Exhibit 10.1 and is incorporated in its entirety into this Item.

RSU Grants. The independent members of the Board approved the following grants of restricted stock units (“RSUs”) to named executive officers of the Company: 3,100 RSUs for Mr. Norman; 2,400 RSUs for Mr. Pilnick; and 1,600 RSUs for Mr. Hirst. Awards are paid in shares at the end of the performance period, except for amounts withheld by the Company for statutory withholding requirements. Dividends are not paid on unvested RSUs. Under the terms of the grants, the RSUs vest on the third anniversary of the grant date. A copy of the form of RSU terms and conditions for the grants is attached as Exhibit 10.2 and is incorporated in its entirety into this Item.

Item 9.01.Financial Statements and Exhibits

(d)    Exhibits.

Exhibit 10.1    2017-2019 Executive Performance Plan

Exhibit 10.2    Form of Restricted Stock Unit Terms and Conditions

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.

	KELLOGG COMPANY
Date: February 24, 2017	/s/ Gary H. Pilnick
	Name:	Gary H. Pilnick
	Title:	Vice Chairman

EXHIBIT INDEX

10.1	2017-2019 Executive Performance Plan
10.2	Form of Restricted Stock Unit Terms and Conditions

EX-10.1

2017 - 2019

Executive Performance Plan

Terms and Conditions

Awards: The Performance Shares will be earned on the Vesting Date (as defined below) only to the extent that the performance goal thresholds for the Performance Period are exceeded, with any unearned Performance Shares being forfeited without notice on the Vesting Date. The performance measures are 2019 Operating Margin and Total Shareholder Return (TSR) relative to Index Group over a three year period as described in the 2017-2019 Executive Performance Plan Overview (the “Overview”).

Grant Date: February 17, 2017

Performance Period: The Company’s 2017-2019 fiscal years.

Vesting: Performance Shares are earned and vest on the Board meeting that occurs closest to the third anniversary of the grant date, which Board meeting shall occur in the same calendar year as the third anniversary of the grant date, provided the recipient remains continuously employed from the grant through such date (the “Vesting Date”), except as otherwise provided herein.

Upon the death, Disability or Retirement of a Participant prior to the Vesting Date, Performance Shares will continue to vest and the Participant will be eligible for a prorated award upon vesting. In such cases, the factor for proration will be calculated by dividing the total number of days in the Performance Period by the number of days the Participant was actively employed (including weekends, holidays and vacation during the period of active employment) during the Performance Period.f For example, if a Participant is actively employed during the entire year of the first fiscal year of the Performance Period, but retires on the first day of the second fiscal year of the Performance Period, the pro-ration factor will be 33% calculated by dividing days actively employed (365) by the total number of days in the Performance Period (1,095). Participants will forfeit, without further notice and effective as of their date of termination any unvested Performance Shares if their employment terminates prior to the Vesting Date for any reason other than death, Disability or Retirement.

This Executive Performance Plan (“EPP”) award will be void and will have no force and effect if the Participant is terminated, retired, on long-term disability, on a severance leave of absence or otherwise not an active employee on the date of grant. Notwithstanding the preceding sentence, an employee who initially becomes eligible for this 2017-2019 Executive Performance Plan after the grant date and during the first year of the Performance Period may receive a prorated EPP award for the Performance Period upon vesting. In such cases the factor for proration will be the same as the factor used for proration for a Participant for whom death, Disability or Retirement occurs during the Performance Period.

Change in Control: Notwithstanding the above, in the event of a Change in Control, all Performance Shares will fully vest immediately as of the Change in Control and will be considered fully earned and will be payable at target promptly as practicable following the Change in Control if the awards have not been assumed or replaced by a Substitute Award, as defined below. The Compensation and Talent Management Committee of the Board of Directors of Kellogg Company (the “Committee”) may adjust the Performance Shares earned to the extent the 2019 Operating Margin and TSR relative to Index Group

performance at that date exceeds the target specified in the Overview, but in no case will the Performance Shares earned be less than the target.

An award will qualify as a Substitute Award (“Substitute Award”) if it is assumed by any successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee preserves the existing value of the outstanding Performance Shares at the time of the Change in Control and provide vesting, payout terms, performance goals and performance period, as applicable, that are at least as favorable to Participants as vesting, payout terms, performance goals and performance period applicable to the Performance Shares (including the terms and conditions that would apply in the event of a subsequent Change in Control).

If and to the extent that Performance Shares are assumed by the successor corporation (or affiliate, person or other entity thereto) or are replaced with Substitute Awards, then all such Substitute Awards shall remain outstanding and be governed by their respective terms and the provisions of the applicable plan.

If the Performance Shares are assumed or replaced with a Substitute Award and the Participant’s employment with the Company is thereafter terminated by (i) the Company or successor, as the case may be, for any reason other than cause; or (ii) a Participant eligible to participate in the Kellogg Company Change of Control Severance Policy for Key Executives, for Good Reason (as defined in that Policy), in each case, within the two-year period commencing on the date of the Change in Control, all Substitute Awards for that Participant will fully vest immediately as of the date of the Participant’s termination and will be considered fully earned and will be payable at target promptly as practicable following the termination of employment.

Administration: As soon as administratively possible after the Vesting Date, or the Change in Control, whichever is applicable, but in any event within the same calendar year as the Vesting Date or the Change in Control, the number of net shares of the Company’s common stock earned will be deposited into a Merrill Lynch account. After the shares of Common Stock are deposited following the Vesting Date, Participants can contact Merrill Lynch at 1-866-866-4050 or 1-609-818-8669 (outside of the U.S., Canada or Puerto Rico), or the Merrill Lynch Grand Rapids Office at 1-877-884-4371 or 1-616-774-4252 (outside the U.S., Canada or Puerto Rico) for customer service.

Dividends: Dividends are not paid on Performance Shares until after they are vested and shares of the Company’s Common Stock are deposited in a Merrill Lynch account for the Participant (net of taxes). As soon as administratively possible after that occurs, dividends will be paid prospectively on all such shares of the Company’s Common Stock if and when declared by the Board of Directors.

Voting: Performance Shares are not entitled to any voting rights until after they are vested and shares of the Company’s Common Stock are deposited in a Merrill Lynch account for the Participant (net of taxes). As soon as administratively possible after that occurs, the Participant will be entitled to voting rights on such shares of the Company’s Common Stock.

Taxes: Prior to the delivery of any shares of Company Common Stock in settlement of Performance Shares, the Company shall have the power and right to deduct or withhold or require the Participant to remit to the Company an amount sufficient to satisfy any federal, state, local, or foreign taxes of any kind which the Company in its sole discretion deems necessary to be withheld or remitted to comply with any applicable law, rule, or regulation. Participants will be deemed to have elected to pay the withholding taxes owed by allowing the Company to withhold shares on the Vesting Date (and delivering to the Participant the net shares of the Company’s common stock) having a Fair Market Value equal to the amount sufficient to satisfy the Company’s statutory withholding obligations. The Participant is

responsible for paying Participant’s taxes that result from the granting or vesting of the Performance Shares. Taxes include, but are not limited to, Federal taxes, social insurance or FICA taxes, state and local taxes, and any other tax, if applicable.

Communication: Target awards will be communicated to Participants during the salary planning communication in late February and early March 2017, when other pay decisions such as market and performance adjustment, bonus and stock option award are communicated. Participants will receive confirmation of the actual number of Performance Shares earned during the first quarter of the 2020 calendar year.

Registration: Upon the depositing of the shares of the Company’s Common Stock in the Merrill Lynch account, the shares of the Company’s Common Stock will be registered in the Participant’s name. Participants can change the registration of the shares by calling Merrill Lynch.

Disposition at Vesting: After the shares of the Company’s Common Stock are deposited in the Merrill Lynch account in the Participant’s name, the Participant can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the Participant or have the shares electronically transferred to another broker.

Benefits: Income from the EPP will not be included in earnings for the purposes of determining benefits, including pension, S&I, disability, life insurance and other survivor benefits.

Insiders: After the Performance Shares vest and the net shares of Company Common Stock are deposited in the Participant’s Merrill Lynch account, any Participant who is an insider cannot dispose of the shares of Common Stock without prior approval of the Legal Department.

Clawback: If at any time (including after the vesting date but prior to payment) the Committee, including any person authorized pursuant to Section 3.2 of the 2013 Long-Term Incentive Plan (the “Plan”) (any such person, an “Authorized Officer”), reasonably believes that a Participant has committed an act of misconduct as described in this paragraph , the Committee or an Authorized Officer may suspend the Participant’s right to participate in the Executive Performance Plan pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines that a Participant has engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to, (i) conduct relating to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought, (ii) breaching the Participant’s fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting employment with or serving as a consultant, advisor, or in any other capacity to an entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any present, former, or future employee of the Company or any of its subsidiaries to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, then the grant of Performance Shares under the Plan and all rights thereunder shall terminate immediately without notice effective the date on which the Participant performs such act of misconduct, unless terminated sooner by operation of another term or condition of this document or the Plan. In addition, if the Committee determines that a Participant engaged in an act of fraud or intentional misconduct during the Participant’s employment that caused the Company to restate all or a portion of the Company’s financial statements (“Misconduct”), the Participant may be required to repay to the Company, in cash and upon demand, any payment in shares under the EPP made during the plan year of the misstatement. The return of EPP payment is in addition to

and separate from any other relief available to the Company due to the Participant’s Misconduct. For any Participant who is an executive officer for purposes of Section 16 of the Exchange Act, the determination of the Committee shall be subject to the approval of the Board of Directors.

The rights contained in this paragraph shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission).

Other Plan Provisions: The 2017-2019 EPP was adopted under the Plan and is subject to all the provisions of the Plan, including those related to the ability of the Board of Directors to amend the Plan, the EPP or any awards thereunder. Nothing in this summary, the Overview, or the Plan shall confer upon the Participant any right of continued employment. Capitalized terms not defined herein shall have the meaning given such term in the Plan.

These terms and conditions are subject to the provisions of the Kellogg Company 2013 Long Term Incentive Plan document and any additional terms and conditions as determined by the Committee.

Date: February 2017

EX-10.2

Kellogg Company

Long Term Incentive Plan

Restricted Stock Unit Terms and Conditions

1. Type of Award:Restricted Stock Units (“RSU”) are granted to participants upon the approval of the Compensation and Talent Management Committee of the Board of Directors of Kellogg Company (the “Committee”). This RSU award will be forfeited if the participant is terminated, retired, on long-term disability, on a severance leave of absence or otherwise not an active employee on the date of grant. Employees who receive and accept an RSU grant are participants in the Kellogg Company 2013 Long-Term Incentive Plan “the Plan”).

2. Vesting: RSUs become unrestricted and no longer subject to forfeiture and will fully vest on the third anniversary of the grant date. Participants will immediately forfeit any non-vested RSUs upon termination of employment with the Company, including any of its subsidiaries, for any reason other than death, Disability, Retirement or Change of Control (as those terms are defined in the Kellogg Company 2013 Long-Term Incentive Plan (the “Plan”). In the case of a participant’s, death, Disability or Retirement, RSUs will partially vest. Vesting in those cases will be pro-rated based on the number of days the participant was actively employed during the vesting period.

3. Change of Control: Notwithstanding the above, in the event of a Change of Control, all outstanding RSUs will fully vest immediately as of the Change of Control and will be considered fully earned and will be payable promptly as practicable following the Change of Control if the grants have not been assumed or replaced by a Substitute Award, as defined below.

An award will qualify as a Substitute Award (“Substitute Award”) if it is assumed by any successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee, preserves the existing value of the outstanding RSUs at the time of the Change of Control and provide vesting and payout terms, as applicable, that are at least as favorable to participants as vesting and payout terms applicable to this RSU award (including the terms and conditions that would apply in the event of a subsequent Change of Control).

If and to the extent that this RSU grant is assumed by the successor corporation (or affiliate, person or other entity thereto) or is replaced with a Substitute Award, then such Substitute Awards shall remain outstanding and be governed by its respective terms and the provisions of the applicable plan.

If this RSU Award is assumed or replaced with a Substitute Award and the participant’s employment with the Company is thereafter terminated by (i) the Company or successor, as the case may be, for any reason other than cause; or (ii) a participant eligible to participate in the Kellogg Company Change of Control Severance Policy for Key Executives, for Good Reason (as defined in that Policy), in each case, within the two-year period commencing on the date of the Change of Control, all Substitute Awards for that participant will fully vest immediately as of the date of the participant’s termination and will be considered fully earned and will be payable promptly as practical following the Change of Control.

The Committee may make additional adjustments or settlements of outstanding RSU awards as it deems appropriate and consistent with the Plan’s purposes, including adjustments related to adverse tax consequences for participants or the Company.

4. Non-solicitation: As a condition for receipt of this Award, and in consideration of the compensation and benefits provided pursuant to this Award, the sufficiency of which is hereby acknowledged, acceptance of this Award is agreement by the participant that during the participant’s active employment and thereafter for a period of two years, the participant shall not, without the prior written consent of the Chief Legal Officer, directly or indirectly employ, or solicit the employment of (whether as a participant, officer, director, agent, consultant or independent contractor) any person who is or was an officer, director, representative, agent or participant of the Company, including any of its subsidiaries, at any time during the two year period prior to the participant’s last day of employment.

5. Non-Disparagement of the Company: As a condition for receipt of this Award, and in consideration of the compensation and benefits provided pursuant to this Award, the sufficiency of which is hereby acknowledged, acceptance of this Award is agreement by the participant that during the term of the participant’s active employment and thereafter, the participant will not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company, including any of its subsidiaries, or its past, present and future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys, agents and participants.

6. Payment: This RSU grant will be paid, when and as vested, in shares of Kellogg Company common stock based on the applicable number of RSUs unless Kellogg Company determines otherwise (see 'Tax and Legal Issues' below). Until the time of vesting, no shares of common stock will be issued for the RSUs.

7. Dividends: Dividends will be not earned or deemed earned on the RSUs.

8. Voting: RSUs do not give their holder any voting rights, or any other right of a holder of Kellogg Company common stock. The shares of Kellogg Company common stock that are issued for RSUs upon vesting will have voting rights.

9. Taxes: Taxes will be due when RSUs vest based on the Fair Market Value (as defined in the Plan) of the shares on the vesting date. This amount, considered taxable compensation, will be included in appropriate tax forms for the participant, for example, W2 income for U.S. employees and T4 income for Canadian employees. Participants will pay withholding taxes by selling shares. Taxes include, but are not limited to, Federal or national, social insurance or FICA taxes, state and local, if applicable, and as required by local requirements. FICA taxes may be due before the vesting date for U.S. and Puerto Rico employees who are retirement eligible.

10. Administration: Participants will not receive stock certificates when RSUs vest. The shares of Kellogg Company common stock issued in payment for RSUs will initially be held via book entry at Merrill Lynch. Those shares will be registered in the participant’s name. Participants can change the registration of the shares after the vesting period. Contact Merrill Lynch within in the U.S. at 1-866-866-4050 or outside the U.S. at 1-609-818-8669.

11. Communication: Each participant will be provided with a written confirmation of the RSU Award. Participants will also receive a notice after vesting that explains the number of shares issued as well as the number of shares to be sold to pay the withholding tax.

12. Disposition at Vesting: After RSUs vest and shares are issued, participants can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the participant or have the shares electronically transferred to another broker. Certain fees may apply to selling or transferring shares - contact Merrill Lynch for details.

13. Benefits: RSU grant or vesting income will not be included in earnings for the purposes of determining benefits, including pension, S&I, disability, life insurance and other survivor benefits (for U.S. participants).

14. Insiders: Insiders cannot dispose of the shares issued after vesting without prior approval of the Legal Department.

15. Tax and Legal Issues: Prior to vesting, the Company reserves the right to replace RSUs granted with a cash equivalent benefit if there are any adverse tax or legal consequences for either the participant or Company related to the ownership of Kellogg Company shares (generally for participants outside North America). This Award is also otherwise subject to the terms and conditions of the Plan, which prevail in the event of any inconsistency.

16. Clawback: If at any time (including after the vesting date but prior to payment) the Committee, including any person authorized pursuant to Section 3.2 of the Plan (an “Authorized Officer”), reasonably believes that a participant has committed an act of misconduct as described in this section, the Committee or an Authorized Officer may suspend the participant’s right to participate in this RSU Award pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines that the participant has engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to, (i) conduct relating to the participant’s employment for which either criminal or civil penalties against the participant may be sought, (ii) breaching the participant’s fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting employment with or serving as a consultant, advisor, or in any other capacity to an entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any present, former, or future participant of the Company or any of its subsidiaries to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, then this grant of RSU’s under the Plan and all rights thereunder shall terminate immediately without notice effective the date on which the participant performs such act of misconduct, unless terminated sooner by operation of another term or condition of this Award or the Plan. In addition, if the Committee determines that a participant engaged in an act of fraud or intentional misconduct during the participant’s employment that caused the Company to restate all or a portion of the Company’s financial statements (“Misconduct”), the participant may be required to repay to the Company, in cash and upon demand, any payment in shares from any RSU Award made during the plan year of the misstatement. The return of RSU payments is in addition to and separate from any other relief available to the Company due to the participant’s Misconduct. For anyone who is an executive officer for purposes of Section 16 of the Exchange Act, the determination of the Committee shall be subject to the approval of the Board of Directors of Kellogg Company.

If at any time the Company determines that a participant has breached the non-solicitation or non-disparagement provisions of this Award, the participant will be obligated, to the maximum extent permitted by law, to reimburse the Company for all amounts paid to the participant pursuant to this Award. By accepting this Award, the participant also agrees and acknowledges that if the participant breaches

the non-solicitation or non-disparagement provisions of this Award, because it would be impractical and excessively difficult to determine the actual damages to the Company as a result of such breach, any remedies at law (such as a right to monetary damages) would be inadequate. The participant therefore agrees that, if the participant breaches the non-solicitation or non-disparagement provisions of this Award, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy available to it) to a temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without proof of actual damage.

The rights contained in this section shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (a) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a participant, or (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission).

17. Assignability and Transfer: RSUs may not be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of prior to vesting, except as provided in the Plan.

These terms and conditions are subject to the provisions of the Kellogg Company 2013 Long-Term Incentive Plan document and any additional terms and conditions as determined by the Committee.