UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 15, 2017
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)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 15, 2017, the Board of Directors of The J. M. Smucker Company (the “Company”) approved and adopted an amendment (the “Amendment”) to the Company’s Amended Regulations (the “Regulations”). The Amendment amends Article II, Section 1 of the Regulations to fix the number of Directors of the Company at 11 until the next annual meeting of shareholders to be held on August 16, 2017 and thereafter fix such number of Directors at 13. The Amendment became effective on June 15, 2017.
The foregoing is a summary of the Amendment and is qualified in its entirety by reference to the full text of the Regulations. A copy of the Regulations is attached to this Current Report on Form8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit
No. | | Exhibit Description |
| |
| 3.1 | | Amended Regulations of The J. M. Smucker Company |
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: | | Senior Vice President, General Counsel and Secretary |
Date: June 15, 2017
EXHIBIT INDEX
| | |
Exhibit
No. | | Exhibit Description |
| |
| 3.1 | | Amended Regulations of The J. M. Smucker Company |
