Lamb Weston (NYSE: LW) investors approve directors, compensation and KPMG audit

Rhea-AI Filing Summary

Lamb Weston Holdings held its annual stockholder meeting in Eagle, Idaho, with 123,427,039 common shares represented, about 88.6% of shares outstanding. Stockholders elected twelve directors to one-year terms, each receiving a substantial majority of votes cast.

Investors also approved the advisory proposal on fiscal 2025 executive compensation and ratified KPMG LLP as independent auditors for the fiscal year ending May 31, 2026, indicating broad support for the company’s pay practices and audit firm.

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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): September 25, 2025

_________________________

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			1-37830			61-1797411
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
599 S. Rivershore Lane						83616
Eagle, Idaho						(Zip Code)
(Address of principal executive offices)
			(208) 938-1047
			(Registrant’s telephone number, including area code)
			N/A
			(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:

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))

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, $1.00 par value			LW			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

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.   o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 25, 2025, Lamb Weston Holdings, Inc. held our annual meeting of stockholders in Eagle, Idaho. A total of 123,427,039 shares of our common stock, or approximately 88.6% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:

1.Our stockholders elected twelve directors to each serve a one-year term on our Board of Directors until our 2026 annual meeting of stockholders or until his or her successor has been duly chosen and qualified, based on the following voting results:

Director						For						Against						Abstain						Broker Non-Votes
Bradley A. Alford						108,516,595						1,159,821						145,579						13,605,044
Peter J. Bensen						104,622,213						5,059,724						140,058						13,605,044
Robert J. Coviello						105,509,004						4,061,549						251,442						13,605,044
André J. Hawaux						107,423,306						2,248,748						149,941						13,605,044
Ruth Kimmelshue						108,774,087						908,405						139,503						13,605,044
Lawrence E. Kurzius						107,006,052						2,675,934						140,009						13,605,044
Paul T. Maass						109,259,361						417,943						144,691						13,605,044
Timothy R. McLevish						108,863,416						803,512						155,067						13,605,044
Hala G. Moddelmog						101,075,420						8,604,362						142,213						13,605,044
Scott Ostfeld						108,481,661						1,193,044						147,290						13,605,044
Norman Prestage						109,124,178						554,073						143,744						13,605,044
Michael J. Smith						109,167,029						514,727						140,239						13,605,044

2.Our stockholders approved the advisory proposal for our fiscal 2025 executive compensation, based on the following voting results:

For						Against						Abstain						Broker Non-Votes
104,161,555						5,331,386						329,054						13,605,044

3.Our stockholders ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending May 31, 2026, based on the following voting results:

For						Against						Abstain
123,019,456						300,388						107,195

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.

			LAMB WESTON HOLDINGS, INC.
			By:			/s/ Eryk J. Spytek
						Name: Eryk J. Spytek
						Title: General Counsel and Chief Compliance Officer
Date: September 26, 2025

FAQ

What did Lamb Weston (LW) stockholders vote on at the 2025 annual meeting?

Stockholders elected twelve directors, approved an advisory vote on fiscal 2025 executive compensation, and ratified KPMG LLP as independent auditors for the fiscal year ending May 31, 2026, covering board composition, pay practices, and external auditing.

How many Lamb Weston (LW) shares were represented at the 2025 annual meeting?

A total of 123,427,039 shares of common stock were represented in person or by proxy, approximately 88.6% of outstanding shares, indicating high participation by Lamb Weston’s shareholders in the governance process at the 2025 annual meeting.

Were Lamb Weston’s executive compensation practices approved by stockholders?

Yes. Stockholders approved the advisory proposal on fiscal 2025 executive compensation with 104,161,555 votes for, 5,331,386 against, and 329,054 abstentions, along with 13,605,044 broker non-votes recorded on the compensation advisory item.

Which audit firm did Lamb Weston (LW) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as Lamb Weston’s independent auditors for the fiscal year ending May 31, 2026, with 123,019,456 votes for, 300,388 against, and 107,195 abstentions on the auditor ratification proposal at the annual meeting.

How many directors did Lamb Weston (LW) stockholders elect and for what term?

Stockholders elected twelve directors, including Bradley A. Alford and Michael J. Smith, each to a one-year term on the Board of Directors, serving until the 2026 annual meeting or until a successor is duly chosen and qualified.