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.
2
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.
