8-K
J M SMUCKER Co (SJM)
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 17, 2022
| 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 classTrading symbolName of each exchange on which registeredCommon shares, no par valueSJMNew 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 17, 2022, pursuant to the 2022 Proxy Statement and Notice of Annual Meeting of Shareholders sent on or about July 7, 2022 to all shareholders of record at the close of business on June 21, 2022. At the Meeting, 92,925,456 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 eleven Directors to each serve a one-year term expiring at the 2023 Annual Meeting of Shareholders. The votes on this proposal were as follows:
| Number of Votes | ||||
|---|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes | |
| Susan E. Chapman-Hughes | 80,415,350 | 902,670 | 147,392 | 11,460,044 |
| Paul J. Dolan | 78,750,163 | 2,556,678 | 158,571 | 11,460,044 |
| Jay L. Henderson | 80,103,608 | 1,196,705 | 165,099 | 11,460,044 |
| Jonathan E. Johnson III | 80,763,895 | 506,713 | 194,804 | 11,460,044 |
| Kirk L. Perry | 80,259,521 | 1,030,151 | 175,740 | 11,460,044 |
| Sandra Pianalto | 80,399,955 | 919,335 | 146,122 | 11,460,044 |
| Alex Shumate | 77,414,364 | 3,889,760 | 161,288 | 11,460,044 |
| Mark T. Smucker | 74,864,386 | 5,890,099 | 710,927 | 11,460,044 |
| Richard K. Smucker | 79,656,805 | 1,662,897 | 145,710 | 11,460,044 |
| Jodi L. Taylor | 79,983,233 | 1,335,778 | 146,401 | 11,460,044 |
| Dawn C. Willoughby | 78,386,832 | 2,926,295 | 152,285 | 11,460,044 |
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, 2023. The votes on this proposal were as follows:
| Number of Votes | |||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes |
| 84,657,676 | 8,031,479 | 236,301 | — |
3.The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s 2022 Proxy Statement. The votes on this proposal were as follows:
| Number of Votes | |||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes |
| 76,492,372 | 4,444,823 | 528,217 | 11,460,044 |
4. Giving effect to the ten-votes-per-share provisions of the Company’s Amended Articles of Incorporation, the shareholders approved the amendments to the Company's Amended Articles of Incorporation to eliminate the time phased voting provisions. The votes on this proposal were as follows:
| Number of Votes | |||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes |
| 155,935,767 | 3,040,944 | 1,856,848 | 11,460,044 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit | 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: August 22, 2022
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