Post Holdings, Inc. (POST)
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AGM 2022

Jan 27, 2022

Operator

Hello, and welcome to the Post Holdings Annual Meeting of Shareholders. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Rob Vitale, President and CEO of Post.

Rob Vitale
President and CEO, Post Holdings

Good morning, everyone. On behalf of the Board of Directors, it is my pleasure to welcome you to Post's 2022 Annual Meeting of Shareholders. As you know, we are again hosting today's meeting through an online platform in light of the ongoing COVID-19 pandemic and to help protect the health and well-being of our shareholders, employees, and the broader community. While the meeting is virtual only, shareholders of record and registered beneficial owners who join the meeting as shareholders with their control numbers will have the opportunity to ask questions related to the meeting matters, which we will address following our discussion of the proposals to be voted on today. We will also answer questions after the adjournment of the meeting. Please note that the rules of conduct for this meeting have been posted on the meeting website.

To conduct an informative and orderly meeting, we ask that all meeting participants abide by these rules. Before I call the meeting to order, I would like to introduce members of our management team who are with us today. Jeff Zadoks, our Chief Financial Officer, and Diedre Gray, our General Counsel and Corporate Secretary. Also joining us today to moderate any questions we may receive is Jennifer Meyer, our Director of Investor Relations. Matt Doyle of PricewaterhouseCoopers, the company's independent registered public accounting firm, is also available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in our notice of annual meeting and proxy statement. The Board of Directors has appointed Mr. Zadoks as Inspector of Election for this meeting. He has filed his oath of office with the secretary.

A complete list of shareholders of the company's common stock on November 22, 2021, the record date for this meeting, is available for viewing on the meeting website. There were 62,563,659 shares of common stock outstanding on the record date, and approximately 92% of the shares are represented in person or by proxy at this meeting. Therefore, we have a quorum and may now proceed. There are 4 proposals to be considered by the shareholders at this meeting. I declare the polls now open for each item to be voted on today. We will close the polls on all matters immediately after the presentation of today's proposals. Most of you have already voted by proxy, and your shares will be voted accordingly.

You do not need to vote again at this time unless you wish to change your vote. If anyone would like to vote now or revoke his, her, or their prior vote, please follow the instructions on the meeting website before the polls close. The first item of business today is the election of three Class One directors. Gregory Curl, Ellen Harshman, and David Skarie are the three nominees to serve as directors for a three-year term expiring at our 2025 annual meeting. No other nominations have been received. The second item is the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2022. The third item is a non-binding advisory approval of the compensation of our named executive officers, as described in the proxy statement.

The shareholders have been asked to vote on an advisory basis on the following resolution. Resolved, that the shareholders approve the compensation awarded to the executive officers named in this proxy statement, as described under the heading Compensation Discussion and Analysis, beginning on page 22, and the related compensation tables and narrative disclosures beginning on page 38, as required by the rules of the Securities and Exchange Commission. The final item of business today is the approval of Post Holdings, Inc. 2021 Long-Term Incentive Plan, which will authorize shares to fund awards under our long-term incentive compensation programs. We will now address any questions related to these proposals. There being no questions, the polls are now closed. We will now hear the report on the voting results. The preliminary voting results are based on proxies received prior to the commencement of this meeting.

All votes submitted on the website during this meeting will be verified and included in the final results. Ms. Gray, will you please present the preliminary results of voting?

Diedre Gray
General Counsel and Corporate Secretary, Post Holdings

The Inspector of Election reports that the company has received the necessary votes required to pass the following: Gregory Curl, Ellen Harshman, and David Skarie have each been duly elected as directors of the company to serve a term of three years, expiring in 2025. The appointment of PwC as the company's independent registered public accounting firm for the fiscal year ending September 30, 2022, has been ratified. The advisory approval on the compensation of the company's named executive officers has passed, and the Post Holdings, Inc. 2021 Long-Term Incentive Plan has been approved. The final voting results for all of these items will be disclosed on a Form 8-K to be filed with the SEC within four business days after the end of this meeting. This concludes today's meeting, and the meeting is now adjourned.

On behalf of the board and management, I want to thank you for attending today's meeting.

Rob Vitale
President and CEO, Post Holdings

At this time, we would like to take any additional questions you may have for us today. To ask a question, click on the Q&A tab on the meeting website. Jennifer, can you please read the first question?

Jennifer Meyer
EVP and Chief Strategy Officer, Post Holdings

Our first question is: Now that it has been determined that President Biden and OSHA were likely overstepping their boundaries regarding employees and the COVID vaccine, c an you say what management's current stance is regarding our employees and the COVID vaccine?

Rob Vitale
President and CEO, Post Holdings

We have not taken the approach of mandating vaccines for a variety of reasons, and have rather taken the approach of trying to persuade and encourage and incent employees to self-select to become vaccinated. But we do not expect to change that.

Jennifer Meyer
EVP and Chief Strategy Officer, Post Holdings

A second question is regarding the, will the BellRing Brands distribution be handled as a spin-off or a split-off?

Rob Vitale
President and CEO, Post Holdings

Last Friday, we filed an updated filing with the SEC, which indicated that our current intent is to pursue a spin, but the final determination will be closer to the actual distribution of securities. But as of last week, the intention would be to treat it as a spin-off.

Jennifer Meyer
EVP and Chief Strategy Officer, Post Holdings

Our third question is, have you been made aware of application programming interfaces at Broadridge, which could have made it easier for owners to attend this meeting? If so, how much would it have cost to utilize that feature?

Rob Vitale
President and CEO, Post Holdings

Diedre is going to respond to that.

Diedre Gray
General Counsel and Corporate Secretary, Post Holdings

Yeah, thank you. We appreciate that the virtual meeting format involves extra steps, and we hope that our proxy statement made clear what you need to do in order to vote your shares. We are aware of the API format. We did not avail of that. When anyone holds shares through an intermediary, such as a brokerage account or a bank, they are listed on our transfer agent, which is Computershare records, to vote the shares.

That intermediary then sends a proxy card to the street holder, and then if the street holder wants to vote the shares at the annual meeting, Computershare just needs to receive a legal proxy, which has been issued by the broker or the other intermediary in advance, so that Computershare doesn't double count any shares that are voted. It is complex, but we believe our proxy statement outlines the process sufficiently.

Jennifer Meyer
EVP and Chief Strategy Officer, Post Holdings

We have no further questions.

Rob Vitale
President and CEO, Post Holdings

Well, since we have no further questions, again, we thank you for attending today's meeting.

Operator

Thank you. This concludes the meeting. You may now disconnect.

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