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1.	the election of three nominees for director;

2.	the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018;

3.	advisory approval of the Company’s executive compensation;

4.	a vote to amend and restate our Amended and Restated Articles of Incorporation to remove the provision giving our Board of Directors the exclusive power to amend our Amended and Restated Bylaws; and

5.	any other business properly introduced at the annual meeting.

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1.	the election of the three nominees for director named in this proxy statement;

2.	the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2018;

3.	advisory approval of the Company’s executive compensation;

4.	a vote to amend and restate the Company’s Amended and Restated Articles of Incorporation to remove the provision giving the Company’s Board of Directors the exclusive power to amend the Company’s Amended and Restated Bylaws; and

5.	any other business properly introduced at the annual meeting.

•	shares registered directly in your name with our transfer agent, for which you are considered the “shareholder of record;”

•	shares held for you as the beneficial owner through a broker, bank or other nominee in “street name;” and

•	shares credited to your account in our savings investment plan.

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•	Voting by telephone: You can vote by calling 800-652-VOTE (8683) and following the instructions provided. Telephone voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 25, 2018.

•	Voting by Internet: You can vote via the Internet by accessing www.envisionreports.com/POST and following the instructions provided. Internet voting is available 24 hours a day, 7 days a week, until 1:00 a.m., Central Time, on Thursday, January 25, 2018.

•	Voting by mail: If you choose to vote by mail (if you request printed copies of the proxy materials by mail), simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.

•	submit a valid, later-dated proxy;

•	vote again electronically after your original vote;

•	notify our corporate secretary in writing before the annual meeting that you have revoked your proxy; or

•	vote in person at the annual meeting.

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•	separate Chairman of the Board and Chief Executive Officer roles;

•	an independent Lead Director;

•	all non-management directors except the Chief Executive Officer;

•	independent Audit and Corporate Governance and Compensation Committees; and

•	governance practices that promote independent leadership and oversight.

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•

Leadership Experience.  We believe that directors with experience in significant leadership positions over an extended period generally possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. They also generally possess a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

•	Financial or Accounting Acumen.  We believe that an understanding of finance and financial reporting processes enables our directors to evaluate and understand the impact of business decisions on our financial statements and capital structure. In addition, accurate financial reporting and robust auditing are critical to our ongoing success.

•	Industry Experience.  We seek directors with experience as executives, directors or in other leadership positions in industries relevant to our business, including consumer packaged goods, branded products, retail or consumer product manufacturing.

•	Operational Experience.  We believe that directors who are current or former executives with direct operational responsibilities bring valuable practical insight to helping to develop, implement and assess our operating plan and business strategy. Operational experience includes experience in areas such as marketing, supply chain, sustainability and commodity management.

•	Public Company Board Experience.  Directors with experience as executives or directors of other publicly traded companies generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management, and help further our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests.

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•	Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

•	Leadership Experience, Industry Experience, Operational Experience, Public Company Board Experience.

•	Leadership Experience, Financial or Accounting Acumen, Operational Experience.

•	Leadership Experience, Financial or Accounting Acumen, Public Company Board Experience.

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•	Leadership Experience, Operational Experience, Public Company Board Experience.

•	Leadership Experience, Operational Experience.

•	Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

•	Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

•	Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience.

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(1)	Audit fees relate primarily to the audit of our financial statements, comfort letter consents and review of SEC registration statements.

(2)	Tax fees include consulting and compliance services and preparation of tax returns in jurisdictions outside of the United States.

(3)	All other fees include any fees for services rendered by PricewaterhouseCoopers LLP which are not included in any of the above categories. The other fees consist of licensing fees paid for accounting research software.

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•	operating and financial performance; and

•	return to shareholders over time, both on an absolute basis and relative to similar companies.

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•	adopting new performance goals for both short-term and long-term incentive awards for our senior management team for fiscal year 2018 as discussed in more detail below;

•	making no large, one-time retention equity grants in fiscal year 2017;

•	including additional information about the role our independent lead director plays (see Corporate Governance - Director Independence and Role of the Independent Lead Director); and

•	appointing Ms. Ellen Harshman to our Board of Directors to bring a different perspective and skill set to our Board.

•	For fiscal year 2018, the compensation package for certain of our executive officers will include a long-term performance element, in the form of new, performance-based, stock-settled restricted stock units (“PRSUs”).  The PRSUs will be a portion of our long-term incentive program, which also will include time-based vesting restricted stock units and stock options.

•	The performance metric for the PSRUs will be our total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies in our industry sector over a three-year period, with the following percentage vesting schedule:

•	This new element in our long-term incentive program has been implemented for fiscal year 2018 compensation for our corporate-level Section 16 officers, including our President and Chief Executive Officer.

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•	reflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;

•	enhancing shareholder value by focusing management on financial metrics that drive value;

•	focusing on at-risk compensation versus fixed compensation;

•	attracting, motivating and retaining executive talent willing to commit to long-term shareholder value creation; and

•	aligning executive decision-making with business strategy and discouraging excessive risk taking.

•	financial metrics in the Senior Management Bonus Program that directly impact our stock price and enhance shareholder value;

•	stock price appreciation to focus our executives on stock price performance (stock options and RSUs); and

•	in 2018, total shareholder return against companies in our industry to focus on delivering superior shareholder value.

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(1)	Fiscal year 2017 targeted compensation adjustments for our NEOs described in this table were based on competitive market data from the August 2016 total compensation study summarized in the CD&A section entitled Role of Peer Companies and Competitive Market Data.

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•	considering input from our shareholders;

•	reviewing and assessing competitive market data;

•	reviewing the CEO’s performance and determining the CEO’s compensation;

•	reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs;

•	evaluating the competitiveness of each executive’s total compensation package to ensure we can attract and retain critical management talent; and

•	approving any changes to the total compensation program for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits.

•	advising the Committee on executive compensation trends and regulatory developments;

•	developing a peer group of companies for determining competitive compensation rates;

•	providing a total compensation study for executives against peer companies;

•	providing advice to the Committee on corporate governance best practices, as well as any other areas of concern or risk;

•	serving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting;

•	reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and

•	advising the Committee on management’s pay recommendations.

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•	Industry: Similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods and Meats;

•	Company size: Approximately 0.4 times to 3 times our annual revenues, with a secondary focus on market cap;

•	Peers: Companies using Post in their compensation peer group;

•	Peers of peers: Companies used in the peer groups of potential peer companies; and

•	Competitors: Companies that compete with us for business and management talent.

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(1)	The Committee approved 2017 targets at the November 2016 Committee meeting based on a thorough review of competitive market data and evaluation of other relevant factors noted in the CD&A section above entitled 2017 Compensation Elements-Base Salary.

(2)	Participants may earn from 50% to 150% of target bonus based on performance achievement between threshold and maximum. Payout opportunities for performance between threshold, target and maximum are interpolated on a straight-line basis.

(1)

Corporate-Adjusted Free Cash Flow is a non-GAAP measure which represents Adjusted EBITDA less cash capital expenditures from the Company’s Annual Report on Form 10-K of $190.4 million (both of which were adjusted to exclude the impact of the Company’s recent acquisition of Weetabix and certain corporate capital initiatives which were not taken into account when the Committee determined the Company’s Adjusted Free Cash Flow attainment levels). Adjusted EBITDA, as used herein, represents the consolidated net earnings of the Company excluding income taxes, net interest expense, depreciation and amortization, non-cash stock-based compensation, restructuring and plant closure costs, transaction costs, integration costs, inventory valuation adjustments on acquired businesses, mark-to-market adjustments on commodity hedges, mark-to-market adjustments and settlements on interest rate swaps, losses on asset sales, provisions for legal settlements, gains from insurance and indemnification proceeds, foreign currency gains and losses on intercompany loans and gain on sale of business.

(2)	Michael Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Michael Foods Group segment from the Company’s Annual Report on Form 10-K, excluding depreciation and amortization, mark-to-market adjustments on commodity hedges and provisions for legal settlements.

(3)

Post Consumer Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Post Consumer Brands segment from the Company’s Annual Report on Form 10-K, excluding the results of the Attune business, the Weetabix North America business acquired on July 3, 2017, depreciation and amortization, mark-to-market adjustments on commodity hedges, provisions for legal settlements and integration costs.

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•	successful navigation of the avian influenza outbreak which affected Michael Foods Group’s egg business;

•	substantial investments in cage-free housing systems for hens across the Michael Foods Group network; and

•	successful integration of a newly acquired pasteurized egg business into Michael Foods Group.

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•	Chief Executive Officer - 5 times salary

•	Executive Officers - 2 times salary

•	Non-Employee Directors - 5 times annual retainer

•	shares owned directly or indirectly (e.g. by spouse or trust);

•	unvested cash or stock-settled restricted stock or restricted stock units;

•	shares invested in the Savings Investment Plan; and

•	share equivalents under our deferred compensation plans.

•	the Committee retains an independent compensation advisor to assist with annual compensation decisions;

•	the Board approves the Senior Management Bonus Program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned at the end of the fiscal year;

•	the Senior Management Bonus Program caps potential payouts at 150% of the target opportunity to mitigate potential windfalls;

•	we utilize a mix of cash and equity variable incentive programs, and all equity awards are subject to multi-year vesting;

•	we utilize a portfolio of equity award types;

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•	we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards the shareholders’ best interests in light of potential employment uncertainty;

•	executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and

•	an incentive clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.

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•	a lump sum payment of two times the executive’s annual base salary and target bonus, plus $20,000;

•	a prorated bonus for the year of termination;

•

for any equity award with a time-based vesting schedule that is not pro rata, or with a vesting schedule that does not provide for any vesting on or before the first anniversary of the date of grant of the equity award, vesting of the equity award as if there was a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant (to the extent the equity award had not already vested at a greater percentage);

•	up to twelve weeks of COBRA subsidy at active employee rates upon timely election of COBRA; and

•	outplacement services.

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(1)	Mr. Neugent joined the Company effective May 4, 2015.

(2)

The amounts relate to awards of restricted stock units granted in the fiscal year and reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718, and do not correspond to the actual values that will be realized by the named executive officers. See Note 18 to the Company’s fiscal year 2017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.

(3)

The amounts relate to option awards granted in the fiscal year and reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amounts that will be realized upon exercise by the named executive officers. See Note 18 to the Company’s fiscal year 2017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.

(4)	The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.

(5)	The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.

(6)	Amounts shown in the “All Other Compensation” column include the following:

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(a)

Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.

(b)	Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.

(c)	Amount consists of Mr. Neugent’s car allowance.

(d)	Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).

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(1)	Mr. Neugent joined the Company effective May 4, 2015.

(2)	In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from stock awards that vested during the applicable year. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.

(3)	In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from options that were exercised during the applicable year. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.

(4)	The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.

(5)	The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.

(6)	Amounts shown in the “All Other Compensation” column include the following:

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(a)

Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.

(b)	Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.

(c)	Amount consists of Mr. Neugent’s car allowance.

(d)	Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).

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(1)

These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2017. The “Threshold” column represents the minimum amount payable to the named executive officers. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible under the Senior Management Bonus Program in fiscal year 2017. See the Summary Compensation Table for actual amounts paid under the Senior Management Bonus Program.

(2)	This column contains the number of restricted stock units granted in fiscal year 2017.

(3)	This column contains the number of non-qualified stock options granted in fiscal year 2017.

(4)	This column represents the grant date fair value of options and restricted stock units, which were calculated in accordance with FASB ASC Topic 718 based on the closing market price per share of Post’s common stock on the date of grant ($71.32 per share on November 14, 2016).

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(1)	Non-qualified stock options; exercisable in equal installments on May 29, 2013, 2014 and 2015.

(2)	Non-qualified stock options; exercisable in one installment on November 19, 2019.

(3)	Non-qualified stock options; exercisable in equal installments on October 15, 2014, 2015 and 2016.

(4)	Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017.

(5)	Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018.

(6)	Non-qualified stock options; exercisable in equal installments on November 16, 2016, 2017 and 2018.

(7)	Non-qualified stock options; exercisable in equal installments on November 14, 2017, 2018 and 2019.

(8)	Restricted stock units; restrictions lapse in one installment on November 19, 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.

(9)

Represents remaining unvested portion of a grant of restricted stock units which at the time of grant had restrictions lapsing in equal installments on October 9, 2015, 2016 and 2017. The restricted stock units for Messrs. Vitale and Dwyer will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates. The restricted stock units for Mr. Zadoks and Ms. Gray will be paid out in cash within 60 days from each of the applicable vesting dates.

(10)	Restricted stock units; restrictions lapse in equal installments on November 16, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(11)	Restricted stock units; restrictions lapse in one installment on February 2, 2021. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.

(12)	Restricted stock units; restrictions lapse in equal installments on November 14, 2017, 2018 and 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

(13)

Restricted stock units; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each restricted stock unit for Mr. Zadoks and Ms. Gray will be paid out in cash equal to the greater of the grant date price of $51.43 or the fair market value of one share of the Company’s common stock on the applicable vesting dates and within 60 days from each of the applicable vesting dates.

(14)	Based on our closing stock price of $88.27 on September 29, 2017.

(15)	The amounts for Mr. Dwyer reflect the reduction of restricted stock unit and option awards that occurred during fiscal year 2017 when beneficial ownership of certain portions of his restricted stock unit and option awards were transferred to his former spouse pursuant to a domestic relations order.

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(1)	Weighted average exercise price of outstanding options and stock appreciation rights; excludes restricted stock units.

(2)

The number in this column includes 4,198,500 shares of outstanding non-qualified stock options, 730,040 outstanding restricted stock units which will be settled in shares of our common stock, 135,000 stock appreciation rights (“SARs”) held by our non-management directors, and 2,831 outstanding SARs which were converted from Ralcorp awards to Post awards. Excludes SARs and restricted stock units which, by their terms, will be settled in cash.

(3)	These shares are issuable under the Post Holdings, Inc. 2016 Long-Term Incentive Plan.

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(1)	These amounts reflect deferrals into the Executive Savings Investment Plan and our Deferred Compensation Plan for Key Employees as of September 30, 2017.

(2)	These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and reflect our matching contributions to the Executive Savings Investment Plan.

(3)	These amounts are included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table and reflect the aggregate earnings to the Deferred Compensation Plan for Key Employees.

(4)

The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2016: Mr. Vitale, $148,451; Mr. Zadoks, $56,444; Mr. Dwyer, $0; Ms. Gray, $49,256 and Mr. Neugent, $0. The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2015: Mr. Vitale, $56,700; Mr. Zadoks, $27,667; Mr. Dwyer, $0 and Ms. Gray, $30,272.

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•	a lump sum payment of two times the executive’s annual base salary (excluding bonus and incentive compensation) at the time of the qualifying termination, plus an amount equal to two times his or her then current target annual bonus amount, plus $20,000;

•	a prorated portion of the applicable annual bonus program target award based on the number of full weeks worked during the fiscal year as of the effective date of termination, provided that the performance goals are achieved;

•	Company contributions toward the cost of COBRA healthcare continuation coverage for up to twelve weeks;

•	outplacement services for a period to be determined by us, but not exceeding two years; and

•	vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan, as described below in the subsection Equity Grant Agreements and Nonqualified Deferred Compensation.

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•	a pro-rated portion of his target bonus award for the fiscal year in which his termination occurs;

•	an amount equal to two times the sum of his annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only), a pro-rated portion of which must be repaid if Mr. Dwyer is reemployed in the two-year period following his termination;

•	an enhanced death benefit consisting of the excess, if any, of (a) two times his annual base salary and target bonus for the fiscal year in which his death occurs, over (b) what he would receive under the Company-paid life insurance plan, available only if his death occurs while he is in his current position; and

•	COBRA coverage for family members for a period of 18 months.

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(1)	For purposes of this calculation, the Company assumes that performance goals were achieved.

(2)	Net present value calculated using a discount rate of 4.9%.

(3)	All unvested restricted stock unit awards and option awards were valued at the closing price of our common stock on September 30, 2017.

(4)	20,000 restricted stock units awarded to Mr. Zadoks on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of those restricted stock units if valued at a closing price of our common stock on September 30, 2017 is $1,765,400.

(5)	16,000 restricted stock units awarded to Ms. Gray on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of those restricted stock units if valued at a closing price of our common stock on September 30, 2017 is $1,412,320.

(6)	All salaried employees are generally entitled to two times his or her annual base salary under the Company’s life insurance policies, capped at $700,000.

(7)	Amount shown is amount Mr. Dwyer would be entitled to in the event of his death. In the event of his termination because of disability, Mr. Dwyer would be entitled to $3,375,000 with respect to his salary and bonus.

(8)	Amount shown is the amount Mr. Dwyer would receive in the event of his death. In the event of his termination because of disability, Mr. Dwyer would receive $18,953 with respect to health benefits.

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•	accrued, but unpaid, base salary through the date of termination;

•	a pro-rated portion of Mr. Dwyer’s target bonus award for the fiscal year in which his termination occurs;

•	an amount equal to two times the sum of Mr. Dwyer’s annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only);

•	an enhanced death benefit (described in further detail in the subsection Potential Payments Upon Termination of Employment or Change in Control - Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability above); and

•	COBRA coverage for family members for a period of 18 months.

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(1)

This amount represents the grant date fair value of 1,700 restricted stock units granted on January 31, 2017. All awards fully vest on the third anniversary of the date of grant, and the stock issued pursuant to such awards must be held until the director has met the ownership requirements under our Stock Ownership Guidelines. In addition, all awards fully vest at the director’s retirement, disability or death.

(2)	The number of shares of unvested restricted stock units held by each director, other than Mr. Stiritz, as of September 30, 2017 was 4,200 shares. Mr. Stiritz held no unvested restricted stock units.

(3)

At September 30, 2017, Messrs. Brown, Callison, Curl, Grote and Skarie all held 20,000 vested stock appreciation rights and 5,000 unvested stock appreciation rights. Mr. Kemper held no vested stock appreciation rights and 10,000 unvested stock appreciation rights at September 30, 2017. All awards fully vest on the third anniversary of the date of grant, but must be held until the director’s retirement or other termination of directorship. In addition, all awards fully vest at the director’s resignation, retirement, disability or death, or the occurrence of a change in control of the Company while the director is in service.

(4)	At September 30, 2017, Mr. Stiritz held 2,316,666 vested stock options and 333,334 unvested stock options to purchase shares of our common stock.

(5)	For all non-management directors except Mr. Stiritz, this amount represents the 33 1/3% match on deferrals into common stock equivalents under the Deferred Compensation Plan for Non-Management Directors.

(6)

For Mr. Stiritz, this amount represents: (a) personal use of the Company’s aircraft for the fiscal year ended September 30, 2017, the cost (on a variable basis and including gross-up on income taxes) for such use was $124,224; and (b) payment of the filing fee and related legal costs incurred in connection with a filing by Mr. Stiritz under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) in the amount of $168,730. The filing was required because, due to stock price appreciation and the acquisition of shares under the Company’s equity compensation plans, the dollar value of shares held by Mr. Stiritz exceeded thresholds established under the HSR Act. The Corporate Governance and Compensation Committee considered it appropriate to pay these expenses because they arose as a result of the operation of the Company’s equity compensation plans.

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•	Total compensation should be competitive with the peer group approved by our Corporate Governance and Compensation Committee.

•	Compensation should be tied to our overall financial performance.

•	Compensation should align the long-term interests of our executives with those of our shareholders.

•	Compensation should serve as an incentive for our executives to remain employed with us, assisting in our long-term growth objectives.

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(1)	As reported on Schedule 13F filed with the SEC on November 13, 2017 with a report date of September 30, 2017.

(2)	As reported on Schedule 13F filed with the SEC on November 14, 2017 with a report date of September 30, 2017.

(3)	As reported on Schedule 13F filed with the SEC on November 14, 2017 with a report date of September 30, 2017.

(4)	As reported on Schedule 13F filed with the SEC on November 14, 2017 with a report date of September 30, 2017.

(5)	As reported on Schedule 13F filed with the SEC on November 13, 2017 with a report date of September 30, 2017.

(6)

As reported on Schedule 13F filed by Iridian Asset Management LLC/CT filed with the SEC on November 8, 2017 (with respect to 3,013,499 shares) and Schedule 13F filed by First Eagle Investment Management, LLC, 1345 Avenue of the Americas, New York, NY 10105, filed with the SEC on November 6, 2017 (with respect to 869,410 shares) with report dates of September 30, 2017. Iridian Asset Management LLC/CT is an institutional investment manager whose holdings also are included on the Schedule 13F filed by First Eagle Investment Management, LLC.

(7)	The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 13, 2017 (66,120,127 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by all directors, director nominees and executive officers (3,147,830).

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(1)	The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November 13, 2017 (66,120,127 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by all directors, director nominees and executive officers (3,147,830).

(2)

Includes indirect interests in shares of our common stock held under our Deferred Compensation Plan for Non-Management Directors. Although indirect interests in shares of our common stock under deferred compensation plans may not be voted or transferred, they have been included in the table above as they represent an economic interest in our common stock that is subject to the same market risk as ownership of actual shares of our common stock.

(3)	Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 250,073 shares of common stock held by his wife.

(4)	Includes 26,526 shares held in trusts for the benefit of Mr. Vitale.

(5)	Includes 380,000 exercisable stock options held in a trust for the benefit of Mr. Vitale, 13,332 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 26,666 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.

(6)	Although our non-employee directors (other than our Chairman of the Board) were granted stock appreciation rights on an annual basis, these stock appreciation rights become exercisable the later of three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.

(7)	Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 300 shares held in a family trust and 600 shares held in his daughter’s and grandchildren’s trusts.

(8)	Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.

(9)	Mr. Skarie has shared voting and investment power with his wife with respect to 6,487 shares held in his children’s trust.

(10)	Mr. Zadoks has shared voting and investment power with his wife with respect to 3,333 shares held in a revocable trust.

(11)	The totals for Mr. Dwyer reflect the reduction of shares of common stock and option awards that occurred during fiscal year 2017 when beneficial ownership of certain amounts of his shares of common stock and certain portions of his option awards were transferred to his former spouse pursuant to a domestic relations order.

(12)	Ms. Gray has shared voting and investment power with her husband with respect to 3,333 shares held in a revocable trust.

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•	whether the terms of the transaction are no less favorable to us than terms generally available to an unaffiliated third party under similar circumstances;

•	the materiality of the director’s or officer’s interest in the transaction, including any actual or perceived conflicts of interest; and

•	the importance of the transaction and the benefit (or lack thereof) of such transaction to us.

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(i)	300,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”); and

(ii)	50,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).

A.	No Preemptive Rights

B.	No Cumulative Voting

C.	Terms of Preferred Stock

(i)	The number of shares constituting such series of Preferred Stock and the designations thereof;

(ii)	The dividend rate, if any, on the shares of such series of Preferred Stock, whether and the extent to which any such dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payments of any dividends, and the time at which, and the terms and conditions on which, any dividends shall be paid;

(iii)	The right, if any, of the holders of such series of Preferred Stock to vote and the manner of voting, except as may otherwise be provided by the GBCL and the provisions of these Amended and Restated Articles of Incorporation;

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(iv)

Whether or not the shares of such series shall be made convertible into or exchangeable for other securities of the Corporation, including shares of the Common Stock or shares of any other series of the Preferred Stock, now or hereafter authorized, the price or prices or the rate or rates at which conversion or exchange may be made, any provision for future adjustment in the conversion or exchange rate, and the terms and conditions upon which the conversion or exchange right shall be exercised;

(v)	The redemption or purchase price or prices of the shares of the series of Preferred Stock, if any, and the times at which, and the terms and conditions under which, the shares of such series Preferred Stock may be redeemed or purchased;

(vi)	The terms of the sinking fund, if any, to be provided for such series of Preferred Stock, and the terms and amount of any such sinking fund;

(vii)	The rights of the holders of shares of such series of Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto;

(viii)	From time to time to include additional authorized and undesignated shares of Preferred Stock in such series; and

(ix)	Any other relative powers, preferences and rights, and any qualifications, limitations or restrictions thereof, of such series of Preferred Stock.

A.	Number and Classification

B.	Removal of Directors

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C.	Vacancies

D.	Amendment

(a)	There are one or more Continuing Directors and the Business Combination shall have been approved by a majority of them; or

(b)

(1) The consideration to be received by shareholders of each class of stock of the Corporation shall be in cash or in the same form as the Interested Shareholder and its affiliates have previously paid for a majority of the shares of such class of stock owned by the Interested Shareholder; and (2) the cash, or Market Value of the property, securities or other shareholders of each class of stock of the Corporation in the Business Combination is not less than the higher of:

(i)	the highest per share price paid by the Interested Shareholder for the acquisition of any shares of such class in the two years immediately preceding the announcement date of the Business Combination, with appropriate adjustments for stock splits, stock dividends and like distributions, or

(ii)	the Market Value of such shares, on the date the Business Combination is approved by the Board of Directors.

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(a)	For purposes of this Article Nine, any terms not otherwise defined herein shall have the meanings set forth in Section 351.459 of the GBCL as in effect on the date these Amended and Restated Articles of Incorporation become effective.

(b)

The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of the Interested Shareholder and who was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director if the successor is not an Affiliate or Associate of the Interested Shareholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors.

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F.	Rights Not Exclusive

G.	Indemnification Agreements Authorized

H.	Insurance

I.	Certain Definitions

(i)

Any director, officer, employee or agent of the Corporation who shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances when any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association

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(ii)

References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity.

(iii)

The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on , or involves services by, a director, officer, employee or agent of the Corporation with respect to any employee benefit plan, its participants, or beneficiaries; and unless a person’s conduct in connection with an employee benefit plan is finally adjudicated to have been knowingly fraudulent, deliberately dishonest or willful misconduct, such person shall be deemed to have satisfied any standard of care required by or pursuant to this Article Ten in connection with such plan; the term “fines” shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.

J.	Survival

K.	Liability of the Directors

L.	Amendment

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