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):

(Exact name of registrant as specified in its charter)

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:

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 23, 2024, the Board of Directors (the “Board”) of McCormick & Company, Incorporated (the “Registrant”) appointed Terry Thomas to the Board of the Registrant. Mr. Thomas became a member of the Audit Committee of the Board on the same date. Mr. Thomas is the Chief Growth Officer of Flowers Foods, Inc.

Mr. Thomas does not have any family relationships with any of the executive officers or directors of the Registrant. There are no arrangements or understandings between Mr. Thomas and any other persons pursuant to which Mr. Thomas was selected as a director. Mr. Thomas will participate in the compensation arrangements for non-executive directors described on pages 28 and 29 of the Registrant’s Definitive Proxy Statement that was filed with the Securities and Exchange Commission on February 17, 2023. There have been no transactions, nor are there any currently proposed transactions, to which the Registrant was or is to be a party and with which Mr. Thomas or any member of his immediate family had, or will have, a direct or indirect material interest.

On January 23, 2024, the Registrant issued a press release titled “McCormick Appoints Terry Thomas to Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

Document

McCormick Appoints Terry Thomas to Board of Directors

HUNT VALLEY, Md., Jan. 23, 2024 - McCormick & Company, Incorporated (NYSE:MKC), a global leader in flavor, today announced that Terry Thomas, Chief Growth Officer of Flowers Foods, Inc. has been appointed to the Board of Directors of McCormick effective January 23, 2024.

Mr. Thomas has more than 30 years of domestic and global experience in the CPG industry, spanning across all channels and numerous categories. He brings a deep understanding of the retail landscape with expertise in sales and all key commercial functions. Mr. Thomas is Chief Growth Officer for Flowers Foods, one of the largest producers of packaged bakery foods in the United States with sales of nearly $5 billion. There, he is responsible for leading and managing growth strategy, product development and innovation, marketing, sales, food service, and net revenue management. As a member of the executive leadership team, he is actively involved with corporate strategy, mergers and acquisitions, and uncovering new revenue streams for the company. Prior to joining Flowers Foods in his executive role, he served on the board of directors for three years, during which time he was a member of the Audit and Finance Committees.

Prior to joining Flowers Foods, Mr. Thomas was the Global Chief Customer Officer for Unilever Plc where he led shopper marketing, consumer insights, e-commerce, sales, long-range planning, and category management. During his 10-year tenure at Unilever Plc, he also held the positions of US Chief Customer Officer, Senior Vice President US Grocery Channel, and Senior Vice President of the East Division. Prior to Unilever, Mr. Thomas held various leadership roles at PepsiCo including Frito-Lay, The Coca-Cola Company, The Clorox Company, and Proctor & Gamble.

Brendan M. Foley, President, and CEO of McCormick commented, “Mr. Thomas has an outstanding track record in the broader CPG and Food Industry of delivering business results and building strong teams. His deep understanding of the global retail landscape and his expertise in driving growth with leading brands makes him an excellent fit for McCormick. I look forward to working with Terry and the rest of the board to oversee our strategic direction and advance our leadership and differentiation.”

Mr. Thomas’s appointment is part of the board’s commitment to its continuous refreshment process, ensuring it has a relevant mix of skills and experiences that complement McCormick’s strategy and promote effective governance practices. The board’s refreshment process continues to add experienced leaders with diverse backgrounds and perspectives that will benefit McCormick.

Mr. Thomas received a Bachelor of Arts in Economics from Northwestern University and a Master of Business Administration from the J.L. Kellogg School of Management.

About McCormick

McCormick & Company, Incorporated is a global leader in flavor. With over $6 billion in annual sales across 170 countries and territories, we manufacture, market and distribute spices, seasoning mixes, condiments and other flavorful products to the entire food industry including e-commerce channels, grocery, food manufacturers and foodservice businesses. Our most popular brands with trademark registrations include McCormick,

French’s, Frank’s RedHot, Stubb’s, OLD BAY, Lawry’s, Zatarain’s, Ducros, Vahiné, Cholula, Schwartz, Kamis, DaQiao, Club House, Aeroplane and Gourmet Garden. Every day, no matter where or what you eat or drink, you can enjoy food flavored by McCormick.

Founded in 1889 and headquartered in Hunt Valley, Maryland USA, McCormick is guided by our principles and committed to our Purpose – To Stand Together for the Future of Flavor. McCormick envisions A World United by Flavor where healthy, sustainable and delicious go hand in hand. To learn more, visit www.mccormickcorporation.com or follow McCormick & Company on Instagram and LinkedIn.

#

For information contact:

Global Communications:

Lori Robinson (410-527-6004 or lori_robinson@mccormick.com)