As previously announced, on August 13, 2024, Kellanova (Company) entered into an Agreement and Plan of Merger (Merger agreement) with Acquiror 10VB8, LLC (Acquiror), Merger Sub 10VB8, LLC a wholly owned subsidiary of Acquiror (Merger Sub), and, solely for the limited purposes specified in the Merger Agreement, Mars, Incorporated, a Delaware corporation (Parent). On December 11, 2025 (Closing date), pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (Merger), with the Company surviving the Merger as a wholly owned subsidiary of Acquiror. As a result of the Merger, at the Effective Time, (i) each of Steven A. Cahillane, Stephanie A. Burns, Carter A. Cast, Roderick D. Gillum, G. Zachary Gund, Donald R. Knauss, Mary A. Laschinger, Erica L. Mann, J. Michael Schlotman, La June Montgomery Tabron and Carolyn M. Tastad resigned from the Board of Directors of the Company (the ?Board?) and from any and all committees of the Board on which they served and ceased to be directors of the Company, and (ii) the managers of Merger Sub immediately prior to the Effective Time were appointed as directors of the Company.
Also in connection with the Merger, following the Effective Time, (i) each of Steve Cahillane, Nicolas Amaya, Shumit Kapoor, David Lawlor, John Renwick and Kurt Forche resigned as an officer of the Company, and (ii) each of Andrew P. Clarke, Myriah Gambrell-Glenn and Ross Plagman was appointed as an officer of the Company to serve as its President, Secretary and Treasurer, respectively.
