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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): November 16, 2022
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri | 001-35305 | 45-3355106
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
2503 S. Hanley Road | St. Louis, | Missouri | 63144
(Address of Principal Executive Offices) | (Zip Code)

Registrant’s telephone number, including area code: (314) 644-7600
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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, $0.01 par value per share | POST | 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 ☐
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. ☐

Item 2.02. Results of Operations and Financial Condition.
On November 17, 2022, Post Holdings, Inc. (the “Company”) issued a press release announcing results for its fourth fiscal quarter and fiscal year ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 16, 2022, the Company’s Board of Directors approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “fifth Amended and Restated Bylaws”), effective November 16, 2022. The fifth Amended and Restated Bylaws revised (i) certain information and procedural requirements for shareholders of the Company to submit proposals to be voted on by shareholders at a meeting in Article I, Section 8, (ii) certain information and procedural requirements for shareholders of the Company to submit director nominations to be voted on by shareholders at a meeting in Article II, Section 1 and (iii) Article II, Section 11 to remove the age restriction for director reelection eligibility.
The foregoing description of the fifth Amended and Restated Bylaws is only a summary of the principal features 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 fifth 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. | Description
3.1 | Amended and Restated Bylaws of Post Holdings, Inc., effective November 16, 2022
3.2 | Amended and Restated Bylaws of Post Holdings, Inc., marked to show amendments, effective November 16, 2022
99.1 | Earnings Release dated November 17, 2022
104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

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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.

Date: November 17, 2022 | Post Holdings, Inc.
| (Registrant)
| By: | /s/ Jeff A. Zadoks
| Name: | Jeff A. Zadoks
| Title: | EVP & Chief Financial Officer

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