8-K/A
J M SMUCKER Co (SJM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2019
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
| Ohio | 001-05111 | 34-0538550 | |
|---|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |
| One Strawberry Lane | |||
| --- | --- | --- | --- |
| Orrville, | Ohio | 44667-0280 | |
| (Address of Principal <br>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 <br>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. ☐
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K of The
J. M. Smucker Company (the “Company”) filed with the Securities and Exchange Commission on November 13, 2019 (the “Original Form 8-K”). The Original Form 8-K reported, among other items, the appointment of Tucker H. Marshall as the Company’s Chief Financial Officer, effective May 1, 2020. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Effective May 1, 2020, Mr. Marshall’s base salary will be $570,000, and his short-term cash incentive and long-term equity incentive opportunities as a percentage of base salary will be consistent with those previously provided for the Chief Financial Officer of the Company. Mr. Marshall will also participate in all employee plans and benefits consistent with other senior executives of the Company.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit<br><br>Number | Exhibit<br><br>Description |
|---|---|
| 104 | The cover page of this Current Report on Form 8-K/A, 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 <br> Secretary |
Date: April 28, 2020
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