You or someone in your family may have been a participant in or a beneficiary of the Plan during the period from May 26, 2014 to June 28, 2022.

The Court directed that the Notice be sent to you because, if you fall within the definition of the Settlement Class, you have a right to know about the Settlement and the options available to you regarding the Settlement before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections and appeals are resolved, the Net Settlement Amount will be distributed to the Settlement Class members according to a Court-approved Plan of Allocation. The Notice describes the Class Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Class Action claims that under ERISA, the Defendants owed fiduciary duties of care and prudence to the Plan and that they violated those duties in connection with the selection and monitoring of the Plan’s investment options and service providers. During the Class Period, participants in the Plan were able to allocate their account balances among various investment funds. Named Plaintiffs allege that the Plan had substantial bargaining power regarding the fees and expenses that were charged. Named Plaintiffs further allege that Defendants did not exercise appropriate judgment to scrutinize each investment option that was offered in the Plan to ensure it was prudent. Additionally, Named Plaintiffs allege Defendants failed to prudently monitor the recordkeeping fees charged to Plan participants. Recordkeeping in simple terms refers to the suite of administrative services provided to retirement plan participants that generally includes provision of account statements to participants.

THE DEFENSES IN THE ACTION

Defendants deny all of the claims and allegations made in the Class Action and deny that they ever engaged in any wrongful conduct. If the Class Action were to continue, the Defendants would raise numerous defenses to liability, including:

• Defendants did not engage in any of the allegedly improper conduct charged in the Complaint;
• Defendants reasonably and prudently managed the Plan’s investment options and fees, as well as all recordkeeping fees, and fulfilled all of their fiduciary obligations;
• The Plan’s investment options were and are reasonable, prudent, and sound investment options for Plan participants;
• Even if a court were to determine that Defendants failed to discharge any duty under ERISA, any such breach of fiduciary duty did not cause the Plan or its participants to suffer any loss.

THE ACTION HAS BEEN AGGRESSIVELY LITIGATED

Class Counsel has extensively investigated the allegations in the Class Action. Among other efforts, Class Counsel reviewed Plan-governing documents and materials, communications with Plan participants, U.S. Department of Labor filings, news articles and other publications, and other documents regarding the general and specific matters that were alleged in the Complaint filed on May 26, 2020. On August 7, 2020, Defendants filed a motion to dismiss the Complaint. After full briefing on Defendants’ motion, on February 9, 2021, the Court granted in part and denied in part Defendants’ motion to dismiss. Specifically, the Court concluded Plaintiffs could proceed with the following claims: (1) Count I (asserted against the Land O’Lakes Retirement Plan Committee and its members) for failure to prudently manage the Plan’s assets because during the Class Period, Defendants failed to, among other things, utilize lower fee share classes for certain funds in the Plan and failed to monitor or control the Plan’s recordkeeping expenses; and (2) Count II (asserted against Land O’Lakes and its Board of Directors) for failure to adequately monitor other fiduciaries. On July 6, 2021, the Parties filed a Joint Motion to Stay Proceedings while they mediated.

SETTLEMENT DISCUSSIONS

On November 30, 2021, the Parties mediated the Class Action under the supervision of David Geronemus, a mediator experienced in ERISA and other complex class actions. During the full-day mediation, counsel for the Parties conducted extensive, arm’s-length negotiations concerning a possible compromise and settlement of the Class Action, eventually resulting in the Parties agreeing to a proposed Settlement. The Parties subsequently negotiated the specific terms of the Settlement Agreement and related documents. On February 28, 2022, Named Plaintiffs filed a motion seeking preliminary approval of the Settlement as well as seeking related relief.

In a class action, one or more plaintiffs, called “class representatives” or “named plaintiffs,” sue on behalf of people who have similar claims. All of these people who have similar claims collectively make up the “class” and are referred to individually as “class members.” One case resolves the issues for all class members together. Because the conduct alleged in this Class Action is claimed to have affected a large group of people – participants in the Plan during the Class Period – in a similar way, the Named Plaintiffs filed this case as a class action.

As in any litigation, all parties face an uncertain outcome. On the one hand, continuation of the case against the Defendants could result in a judgment greater than this Settlement. On the other hand, continuing the case could result in Plaintiffs obtaining no recovery at all or obtaining a recovery that is less than the amount of the Settlement. Based on these factors, the Named Plaintiffs and Class Counsel have concluded that the proposed Settlement is in the best interests of all Settlement Class members.

You are a member of the Settlement Class if you fall within the definition of the Settlement Class preliminarily approved by Judge David S. Doty:

All persons who participated in the Plan at any time during the Class Period, including any Beneficiary of a deceased person who participated in the Plan at any time during the Class Period, and any Alternate Payee of a person subject to a Qualified Domestic Relations Order who participated in the Plan at any time during the Class Period. Excluded from the Settlement Class are the members of the Land O’Lakes, Inc. Retirement Plan Committee during the Class Period.

The “class period” referred to in this definition is from May 26, 2014 to June 28, 2022. If you are a member of the Settlement Class, the amount of money you will receive, if any, will depend upon the Plan of Allocation, a copy of which can be found on the Important Documents page.

Provided that the Settlement becomes Final, a settlement fund consisting of $1,800,000.00 will be established in the Class Action. The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Settlement Amount. The Net Settlement Amount will not be known until these other amounts are quantified and deducted. The Net Settlement Amount will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court. The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment.

If the Settlement is approved by the Court, all Settlement Class members and anyone claiming through them shall be deemed to fully release the Released Parties from Released Claims.

The Released Parties are (a) each Defendant, (b) Defendants’ insurers, co-insurers, and reinsurers, (c) Defendants’ direct and indirect, past, present and future parents, subsidiaries, affiliates, divisions, joint ventures, predecessors, successors, Successors-in-Interest, assigns, boards of trustees, boards of directors, officers, trustees, directors, partners, agents, managers, members, employees, and heirs (including any individuals who serve or served in any of the foregoing capacities, such as members of the boards of trustees or boards of directors that are associated with any of Defendants’ past, present, and future affiliates), and each Person that controls, is controlled by, or is under common control with them, (d) the Plan and the Plan’s current and past fiduciaries (with the exception of the Independent Fiduciary), administrators, plan administrators, recordkeepers, service providers, consultants, attorneys, agents, trustees, advisors, insurers, and parties-in-interest and (e) Defendants’ independent contractors, representatives, attorneys, administrators, insurers, fiduciaries, accountants, auditors, advisors, consultants, personal representatives, spouses, heirs, executors, administrators, associates, employee benefit plan fiduciaries (with the exception of the Independent Fiduciary), employee benefit plan administrators, service providers to the Plan (including their owners and employees), members of their immediate families, consultants, subcontractors, and all persons acting under, by, through, or in concert with any of them. Released Claims are defined in the Settlement Agreement and include all claims that were or could have been asserted in the Class Action. This means, for example, that Settlement Class members will not have the right to sue the Released Parties for failure to prudently select and monitor the Plan’s investment options or fees, or related matters, that occurred during the Class Period.

The above description of the proposed Settlement is only a summary. The complete terms, including the definitions of the Released Parties and Released Claims, are set forth in the Settlement Agreement (including its exhibits), which may be obtained on the Important Documents page or by contacting Class Counsel at the following information: Mark K. Gyandoh, Capozzi Adler. P.C., Merion Station, PA 19066; Telephone: (610) 890-0200; Facsimile: (717) 233-4103.

Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (“Settlement Administrator”) selected by Class Counsel. You are not required to calculate the amount you may be entitled to receive under the Settlement as the Settlement Administrator will do so under the Plan of Allocation. In general, your proportionate share of the Settlement will be calculated as follows:

• First, the Settlement Administrator will obtain balances for each Settlement Class member in their Plan accounts as of December 31, 2014, and on December 31 of each subsequent year of the Class Period up to and including 2021. For 2022, March 31, 2022 will be used. Each Class Member’s account balances for each year of the Class Period based on the account balances as of these dates will be summed. This summed amount will be that Class Member’s “Balance.”
• Second, the Balance for all Class Members will be summed.
• Third, each Class Member will receive a share of the Net Settlement Amount in proportion to the sum of that Class Member’s Balance as compared to the sum of the Balance for all Class Members, i.e., where the numerator is the Class Member’s Balance and the denominator is the sum of all Class Members’ Balances.
• The amounts resulting from this initial calculation will be known as the Preliminary Entitlement Amount. Class Members who are entitled to a distribution of less than $10.00 will receive a distribution of $10.00 (the “De Minimis Amount”) from the Net Settlement Amount. In other words, the Settlement Administrator shall progressively increase Class Members’ awards falling below the De Minimis Amount until the lowest participating Class Member award is the De Minimis Amount, i.e. $10.00. The resulting calculation shall be the Final Entitlement Amount for each Class Member. The sum of the Final Entitlement Amount for each Class Member will equal the dollar amount of the Net Settlement Amount.

You will not be required to produce records that show your Plan activity. If you are entitled to a share of the Settlement Fund, your share of the Settlement will be determined based on the Plan’s records for your account. If you have questions regarding the allocation of the Net Settlement Amount, please contact Class Counsel at the following information: Mark K. Gyandoh, Capozzi Adler. P.C., Merion Station, PA 19066; Telephone: (610) 890-0200; Facsimile: (717) 233-4103.

You do not need to file a claim. The Final Entitlement Amount for Settlement Class members with an Active Account (an account with a positive balance) as of March 31, 2022 (unless that Plan account is closed prior to distribution of Settlement proceeds, in which case that Class Member will receive their allocation via a check) will be paid into the Plan. Former Participants will be paid directly by the Settlement Administrator by check.

All such payments are intended by the Settlement Class to be “restorative payments” in accordance with Internal Revenue Service Revenue Ruling 2002-45. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue. If you are a Former Plan Participant and have not provided the Plan with your current address, please contact Class Counsel at the following information: Mark K. Gyandoh, Capozzi Adler. P.C., Merion Station, PA 19066; Telephone: (610) 890-0200; Facsimile: (717) 233-4103.

Each Class Member who receives a payment under this Settlement Agreement shall be fully and ultimately responsible for payment of any and all federal, state, or local taxes resulting from or attributable to the payment received by such person.

The Settlement cannot be completed unless and until several events occur. These events include final approval of the Settlement by the Court, approval of the Settlement by the Independent Fiduciary to the Plan, transfer of the Net Settlement Amount to the Plan, and calculation of the amount of the Settlement owed to each Settlement Class member. If objections were made to the Settlement, or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years.

There will be no payments if the Settlement Agreement is terminated.

The Settlement Agreement may be terminated for several reasons, including if (1) the Court does not approve or materially modifies the Settlement Agreement, or (2) the Court approves the Settlement Agreement but the approval is reversed or materially modified by an appellate court. If the Settlement Agreement is terminated, the Class Action will proceed again as if the Settlement Agreement had not been entered into. The Settlement is not conditioned upon the Court’s approval of attorneys’ fees or the reimbursement of expenses/costs sought by Class Counsel, the Case Contribution Awards sought by the Named Plaintiffs, or any appeals solely related thereto.
 

You do not have the right to exclude yourself from the Settlement. The Settlement Agreement provides for certification of the Settlement Class as a non-opt-out class action under Federal Rule of Civil Procedure 23(b)(1), and the Court has preliminarily determined that the requirements of that rule have been satisfied. Thus, it is not possible for any Settlement Class members to exclude themselves from the Settlement. As a Settlement Class member, you will be bound by any judgments or orders that are entered in the Action for all claims that were or could have been asserted in the Action or are otherwise released under the Settlement.

Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve it. For more information on how to object to the Settlement, see FAQ 13.

The Court has preliminarily appointed the law firm of Capozzi Adler, P.C. as Class Counsel for the Named Plaintiffs in the Class Action. You will not be charged directly by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel will file a motion for the award of attorneys’ fees of not more than one third (33 1/3%) of the Settlement Amount, plus reimbursement of expenses incurred in connection with the prosecution of the Action. This motion will be considered at the Fairness Hearing described below.

OBJECTING TO THE ATTORNEYS’ FEES

If you are a Settlement Class Member, you could have told the Court that you did not agree with the fees and expenses the attorneys intended to seek and asked the Court to deny their motion or limit the award, by objecting to the Settlement on or before the deadline of October 19, 2022.

If you are a Settlement Class Member, you could have objected to the Settlement if you did not like any part of it. You must have filed your objection with the Clerk of the Court of the United States District Court for the District of Minnesota so that it was received no later than October 19, 2022. The deadline to object has passed. 

The Fairness Hearing currently is scheduled for 10:30 a.m. on November 10, 2022 via Zoom, at the United States District Court for the District of Minnesota, Diana E. Murphy United States Courthouse, 300 South Fourth Street, Suite 202, Minneapolis, MN 55415 before the Hon. David S. Doty, or such other courtroom as the Court may designate. The Court may adjourn the Fairness Hearing without further notice to the Settlement Class. If you wish to attend, you should confirm the date and time of the Fairness Hearing with Class Counsel before doing so. At that hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will also rule on the motions for attorneys’ fees and reimbursement of expenses and for Case Contribution Awards for the Named Plaintiffs. The Parties do not know how long these decisions will take or whether appeals will be filed.

You are welcome to attend the hearing at your own expense. If you filed an objection, you do not have to attend to talk about it. As long as you mailed your written objection and it was received by the Court by no later than the deadline of October 19, 2022, it will be before the Court when the Court considers whether to approve the Settlement. You also may pay your own lawyer to attend the Fairness Hearing, but such attendance is also not necessary.

If you submitted a written objection to the Settlement to the Court and Counsel before the Court approved deadline, you may (but do not have to) attend the Fairness Hearing and present your objections to the Court. You may attend the Fairness Hearing even if you did not file a written objection, but you will only be allowed to speak at the Fairness Hearing if you filed a written objection in advance of the Fairness Hearing AND you filed a Notice of Intention To Appear. Your Objection and Notice of Intention To Appear must have been received by the attorneys and must have been filed with the Clerk of the Court listed in the answer to FAQ 13 no later than the deadline of October 19, 2022, which has passed. It is important to remember attendance is by videoconferencing only.

If you do nothing and you are a Settlement Class member, you will participate in the Settlement of the Class Action as described in the Notice.

Yes. The Notice summarizes the proposed Settlement. The complete terms are set forth in the Settlement Agreement. You may obtain a copy of the Settlement Agreement by making a written request to Class Counsel at the following information: Mark K. Gyandoh, Capozzi Adler. P.C., Merion Station, PA 19066; Telephone: (610) 890-0200; Facsimile: (717) 233-4103. Copies may also be obtained on the Important Documents page of this dedicated Settlement website, by calling the toll-free number, 1-855-579-1257, or by sending an email to Settlement@CapozziAdler.com. In the subject line please write “Land O’Lakes Settlement.” You are encouraged to read the complete Settlement Agreement.

DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, LAND O’LAKES, OR COUNSEL FOR LAND O’LAKES REGARDING THIS NOTICE. THEY WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS. INSTEAD CONTACT CLASS COUNSEL, THE SETTLEMENT ADMINISTRATOR TOLL-FREE AT 1-855-579-1257, OR VISIT THIS WEBSITE.