(e) Approval of an Amendment to the 2012 Long-Term Incentive Plan. As noted in Item 5.07 below, at the annual meeting of shareholders (the "Annual Meeting") of Post Holdings, Inc. (the "Company"), shareholders approved an amendment to the Company's 2012 Long-Term Incentive Plan (the "Plan"). A detailed summary of the material terms of the amendment appear in the Company's Proxy Statement filed with the Securities and Exchange Commission on December 21, 2012. The Plan was amended to provide individual award limits thereunder, as well as approval of the performance criteria in the Plan, to enable certain incentive compensation under the Plan to qualify as tax-deductible "performance-based compensation" within the meaning of Internal Revenue Code Section 162(m). The Plan, as amended and restated, is filed herewith as Exhibit 10.1 and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting at Gateway Center, One Gateway Drive, Collinsville, Illinois 62234 on Thursday, January 31, 2013. At the Annual Meeting, of the 32,669,394 shares outstanding and entitled to vote, 29,781,409 shares were represented, constituting a 91.16% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: All of the nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2016 or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee For Withheld Broker Non-Votes Gregory L. Curl 26,653,975 266,173 2,861,261 William H. Danforth 26,130,934 789,214 2,861,261 David P. Skarie 25,863,315 1,056,833 2,861,261

Proposal 2: The amendment to the Post Holdings, Inc. 2012 Long-Term Incentive Plan was approved by the shareholders, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 20,431,579 6,443,299 45,270 2,861,261

Proposal 3:  The appointment of PricewaterhouseCoopers LLP as the Company's
             independent registered public accounting firm for fiscal 2013 was
             ratified by the shareholders, by the votes set forth in the table

For Against Abstain
29,708,770 49,799 22,840

Proposal 4: The Company's executive compensation, as described in the Company's 2012 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:

For Against Abstain Broker Non-Votes 25,009,162 885,695 1,025,291 2,861,261

Proposal 5: The determination of the frequency of future advisory votes on executive compensation (every one, two or three years) received the non-binding advisory votes set forth in the table below:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 22,907,244 87,744 2,876,872 1,048,288 2,861,261

The Board of Directors will take into account these results in determining the frequency it shall call for an advisory vote on executive compensation. Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.

  Number    Description
            Post Holdings, Inc. 2012 Long-Term Incentive Plan, as amended and
   10.1     restated