UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported):
| | |
| McCormick & Company, Inc. |
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Maryland | 001-14920 | 52-0408290 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | |
| 24 Schilling Road | Suite 1 | |
| Hunt Valley | MD | 21031 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:
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 (see General Instruction A.2. below):
☐ 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 | MKC.V | New York Stock Exchange |
| Common Stock Non-Voting | MKC | 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. ☐
EXPLANATORY NOTE
McCormick & Company, Incorporated filed a Current Report on Form 8-K on April 4, 2022 (the “Original 8-K”). This Amendment to the Original 8-K is filed solely to correct submission errors that inadvertently resulted in the Original 8-K appearing on EDGAR only under Item 9.01 of Form 8-K and the exhibits being referenced as Item 9.01 instead of the exhibit numbers listed below on Form 8-K. The text and exhibits of the Original 8-K are otherwise unchanged and appear below and attached hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2022, the Registrant’s stockholders approved the Registrant’s 2022 Omnibus Incentive Plan (the “Plan”) at the 2022 Annual Meeting of Stockholders (the "Annual Meeting"). A detailed description of the Plan was included in the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on February 17, 2022 (the "Proxy Statement"). A copy of the Plan, is filed as Exhibit A to the Proxy Statement. A copy of the Form of Long-Term Performance Plan Agreement, the Form of Restricted Stock Units Agreement, the Form of Restricted Stock Units Agreement for Directors, the Form of Non-Qualified Stock Option Agreement and the Form of Non-Qualified Stock Option Agreement for Directors, each pursuant to the Plan, are attached to this Form 8-K as Exhibits 10(i), 10(ii), 10(iii), 10(iv) and 10(v), respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 30, 2022, the Registrant held its Annual Meeting of Stockholders, at which (i) directors were elected, (ii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2022 was ratified, (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote, and (iv) the Plan was approved. The proposals are described in detail in the Registrant's Proxy Statement. The final results for the votes regarding each proposal are set forth below.
1. Registrant’s stockholders elected eleven directors to the Registrant’s Board of Directors, to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:
| | | | | | | | | | | | | | |
| For | Against | Abstained | Broker Non-Votes |
| Anne L. Bramman | 10,974,428 | 91,891 | 11,051 | 3,170,731 |
| Michael A. Conway | 10,977,522 | 93,087 | 6,761 | 3,170,731 |
| Freeman A. Hrabowski, III | 10,929,912 | 124,218 | 23,240 | 3,170,731 |
| Lawrence E. Kurzius | 10,977,029 | 94,273 | 6,068 | 3,170,731 |
| Patricia Little | 10,971,777 | 96,648 | 8,945 | 3,170,731 |
| Michael D. Mangan | 10,970,899 | 99,819 | 6,652 | 3,170,731 |
| Maritza G. Montiel | 10,945,346 | 123,278 | 8,746 | 3,170,731 |
| Margaret M.V. Preston | 10,971,012 | 96,338 | 10,020 | 3,170,731 |
| Gary Rodkin | 10,839,714 | 225,553 | 12,103 | 3,170,731 |
| Jacques Tapiero | 10,978,141 | 92,652 | 6,577 | 3,170,731 |
| W. Anthony Vernon | 10,552,445 | 516,142 | 8,783 | 3,170,731 |
2. Registrant’s stockholders ratified the Appointment of Ernst & Young LLP as the Registrant’s Independent Registered Public Accounting firm for the fiscal year ending November 30, 2022. The votes regarding this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 14,120,099 | 103,657 | 24,345 | 0 |
3. Registrant’s stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers. The votes regarding this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 10,636,413 | 398,676 | 42,281 | 3,170,731 |
4. Registrant’s stockholders approved the Plan. The votes regarding this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 10,721,669 | 334,586 | 21,115 | 3,170,731 |
No other matters were submitted for stockholder action.
Item 9.01: Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Exhibit Number | Description |
| 10 (i) | |
| 10 (ii) | |
| 10 (iii) | |
| 10 (iv) | |
| 10 (v) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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.
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| McCORMICK & COMPANY, INCORPORATED |
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| Date: April 5, 2022 | By: | | /s/ Jeffery D. Schwartz |
| | | Jeffery D. Schwartz |
| | | Vice President, General Counsel & Secretary |
