UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 13, 2020
| | |
| The J. M. Smucker Company |
| (Exact Name of Registrant as Specified in Charter) |
| | | | | | | | | | | | | | |
| Ohio | | 001-05111 | | 34-0538550 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| | | | | | | | | | | |
| One Strawberry Lane | | | |
| Orrville, | Ohio | | 44667-0280 |
| (Address of Principal Executive Offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (330) 682-3000
| | |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common shares, no par value | | SJM | | New York Stock Exchange |
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:
| | | | | |
| ☐ | 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)) |
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..
On January 17, 2020, the Executive Compensation Committee (the “Compensation Committee”) of the Board of Directors of The J. M. Smucker Company (the “Company”) adopted and approved The J. M. Smucker Company Executive Severance Plan (the “Severance Plan”), effective January 17, 2020, for elected officers of the Company. The Severance Plan provides for the payment of severance and other benefits to eligible employees in the event of a termination of employment with the Company without cause (as defined in the Severance Plan) or for certain other specified reasons (each, a “Qualifying Termination”). On July 13, 2020, the Compensation Committee adopted and approved a revised version of the Severance Plan to amend Section 3.02(a)(ii) to specify that an involuntary termination without cause (as defined in the Severance Plan) would constitute a Qualifying Termination.
The above description is a summary of the terms of the Severance Plan and is subject to and qualified in its entirety by the terms of the Severance Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | | | | |
Exhibit Number | Exhibit Description |
| |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
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.
| | | | | | | | |
| THE J. M. SMUCKER COMPANY | |
| | |
| By: | /s/ Jeannette L. Knudsen |
| | Name: Jeannette L. Knudsen |
| | Title: Chief Legal and Compliance Officer and Secretary |
Date: July 13, 2020
