Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 15, 2023, the Board of Directors of Post Holdings, Inc. (the "Company") approved the amendment and restatement of the Company's Amended and Restated Bylaws (as amended and restated, the "sixth Amended and Restated Bylaws"), effective January 15, 2023. The sixth Amended and Restated Bylaws revised the advance notice window for a shareholder to provide notice of the nomination of a director in Article II, Section 1(d) from not less than 120 days nor more than 150 days prior to the first anniversary of the prior year's annual meeting to not less than 90 days nor more than 120 days prior to the first anniversary of the prior year's annual meeting.

The foregoing description of the sixth Amended and Restated Bylaws is only a summary 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 sixth 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.

As a result of the adoption of the sixth Amended and Restated Bylaws, the dates by which shareholders must notify the Company in order to nominate a director for the 2024 annual meeting of shareholders, which were previously disclosed in the Company's Definitive Proxy Statement filed with the United States Securities and Exchange Commission (the "SEC") on December 5, 2022, have been adjusted. Under the sixth Amended and Restated Bylaws, to be considered at the 2024 annual meeting of shareholders, a shareholder's nomination of a director must generally be received by the Company's corporate secretary between September 28, 2023 and October 28, 2023. Any such notice also must comply with the requirements set forth in the sixth Amended and Restated Bylaws and applicable law, including the rules and regulations promulgated by the SEC.

Item 5.08. Shareholder Director Nominations.

To the extent applicable, the information set forth in Item 5.03 of this Form 8-K is incorporated by reference into this Item 5.08.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.          Description

3.1                    Amended and Restated Bylaws of Post Holdings, Inc., effective January 15,
                     2023
3.2                    Amended and Restated Bylaws of Post Holdings, Inc., marked to show
                     amendments, effective January 15, 2023
104                  Cover Page Interactive Data File (the cover page iXBRL tags are embedded
                     within the Inline XBRL document)



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