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): August 16, 2023
| | |
| 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 5.07 Submission of Matters to a Vote of Security Holders.
The J. M. Smucker Company (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) virtually on August 16, 2023, pursuant to the 2023 Proxy Statement and Notice of Annual Meeting of Shareholders sent on or about June 30, 2023 to all shareholders of record at the close of business on June 20, 2023. At the Meeting, 89,770,293 shares were represented in person or by proxy, which constituted a quorum. The final results for each of the matters submitted to a vote of the shareholders at the Meeting are set forth below.
1.The shareholders elected the following ten Directors to each serve a one-year term expiring at the 2024 Annual Meeting of Shareholders. The votes on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Votes |
| | For | | Against | | Abstain | | Broker Non-Votes |
| Mercedes Abramo | | 78,143,358 | | 352,142 | | 175,139 | | 11,099,654 |
| Tarang P. Amin | | 77,909,924 | | 572,269 | | 188,446 | | 11,099,654 |
| Susan E. Chapman-Hughes | | 77,694,225 | | 805,047 | | 171,367 | | 11,099,654 |
| Jay L. Henderson | | 77,860,333 | | 628,688 | | 181,618 | | 11,099,654 |
| Jonathan E. Johnson III | | 77,949,731 | | 536,471 | | 184,437 | | 11,099,654 |
| Kirk L. Perry | | 77,984,094 | | 505,150 | | 181,395 | | 11,099,654 |
| Alex Shumate | | 76,012,534 | | 2,481,850 | | 176,255 | | 11,099,654 |
| Mark T. Smucker | | 72,038,090 | | 5,922,734 | | 709,815 | | 11,099,654 |
| Jodi L. Taylor | | 77,495,833 | | 1,004,694 | | 170,112 | | 11,099,654 |
| Dawn C. Willoughby | | 77,483,723 | | 1,013,788 | | 173,128 | | 11,099,654 |
2.The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024. The votes on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Number of Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 84,820,080 | | 4,788,526 | | 161,687 | | — |
3.The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s 2023 Proxy Statement. The votes on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Number of Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 74,319,577 | | 3,926,318 | | 424,744 | | 11,099,654 |
4. The shareholders approved, on an advisory basis, the preferred frequency of one year for future advisory votes on the Company’s executive compensation. The votes on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Votes |
| 1 Year | | 2 Years | | 3 Years | | Abstain | Broker Non-Votes |
| 76,038,330 | | 144,809 | | 2,275,249 | | 212,251 | 11,099,654 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory shareholder vote on the Company’s executive compensation each year until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders.
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 Officer and Secretary |
