CHICAGO — Kellanova shareholders have voted overwhelmingly in favor of the snack maker’s $35.9 billion deal to be acquired by Mars Inc.

In a special meeting on Nov. 1, more than 99.5% of the 266,772,146 shareholder votes cast gave the go-ahead to the merger agreement, Chicago-based Kellanova reported in a Nov. 4 filing with the Securities and Exchange Commission. Shareholders participating in the vote represented approximately 77.5% of Kellanova’s outstanding shares of common stock, according to the filing.

In another vote at the meeting, 58% of voting shareholders rejected the merger’s proposed executive compensation package, the filing said.

Kellanova and McLean, Va.-based Mars announced the acquisition deal on Aug. 14. Under the transaction, Mars agreed to buy Kellanova for $83.50 per share in cash. The agreement will take publicly held Kellanova private into family-owned Mars.

In reporting third-quarter results last week, Kellanova again said that the transaction is expected to be finalized in the first half of 2025, now pending regulatory clearance and other customary closing conditions.

For the quarter, Kellanova’s net income rose 36% year-over-year, while organic net sales climbed 6.1%. The company didn’t provide any forward-looking guidance or hold a call with analysts because the quarterly report came on the eve of the shareholder vote.

Steven Cahillane, chairman, president and chief executive officer, said the latest quarterly results reflect the company’s “more growth-oriented and profitable portfolio as Kellanova” – referring to the October 2023 spinoff from Kellogg Co. – and show that Kellanova is “executing at a high level as we prepare for our exciting next chapter as part of a global snacking powerhouse with Mars.”

When the merger was announced, Mars said adding Kellanova would help drive its plan to double the Mars Snacking business over the next decade. That business unit already includes 15 billion-dollar brands, and Kellanova would add another two – Pringles and Cheez-It – plus boost Mars’ presence in better-for-you snacks with the addition of brands like RXBAR and Nutri-Grain.

Mars is known mainly for candy and chocolate brands like Snickers, M&M’s, Mars, Twix, Dove, Milky Way, 3 Musketeers, Skittles, Extra, Wrigley’s Doublemint, Life Savers and Starburst. Acquiring Kellanova would bring Mars into the cracker, salty snacks, bar and breakfast sections of the grocery store via such popular brands as Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, Nutri-Grain and RXBAR, along with Eggo in the frozen breakfast category.

Under the merger, Kellanova is slated to be integrated into Mars Snacking, led by global president Andrew Clarke and based in Chicago. 

“This acquisition would be one of the largest deals ever in the packaged foods space, and one that could spark more consolidation among food companies,” CFRA Research analyst Arun Sundaram said in a research note on the merger deal back in August.