8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 9, 2020

The J. M. Smucker Company

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (330) 682-3000

Securities registered pursuant to Section 12(b) of the Act:

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:

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.

(c) Effective April 13, 2020, John P. Brase, 52, will assume the position of Chief Operating Officer of The J. M. Smucker Company (the “Company”). Mr. Brase has been an employee of The Procter & Gamble Company (“P&G”) since June 1990. He was the Vice President and General Manager of P&G’s North American Family Care business from April 2016 through March 2020 and, prior to that time, he served as Vice President and General Manager, Global Family Care, Upstream Innovation since January 2015.

Effective April 13, 2020, Mr. Brase’s base salary will be $700,000, his short-term cash incentive target opportunity will be 100% of his base salary, and his long-term equity incentive target opportunity will be 300% of his base salary. As a signing bonus, Mr. Brase will also receive $400,000 cash, a grant of 25,000 restricted shares, which will cliff vest three years from the grant date, and a grant of 7,500 restricted shares, which will cliff vest on the date that Mr. Brase turns 60 years of age, assuming that he is still employed by the Company on such date. Mr. Brase will also participate in all employee plans and benefits consistent with other senior executives of the Company.

There is no arrangement or understanding between Mr. Brase and any other persons pursuant to which he was elected to his new position with the Company, and there is no family relationship between Mr. Brase and any directors or executive officers of the Company. Mr. Brase is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

Item 8.01 Other Events.

A copy of the press release issued by the Company, dated March 9, 2020, announcing Mr. Brase as the Chief Operating Officer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits

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.

Date:  March 9, 2020

Document

Exhibit 99.1

The J. M. Smucker Company Names John Brase Chief Operating Officer

ORRVILLE, Ohio – March 9, 2020 – The J. M. Smucker Company (NYSE: SJM) today announced the appointment of John Brase as Chief Operating Officer, effective April 13, 2020. Brase, former Vice President and General Manager of The Procter & Gamble Company’s $6 billion North American Family Care unit, brings nearly three decades of experience in the consumer goods industry to the role, including significant work across brand management, business operations, manufacturing, marketing and sales.

“John is an extremely talented and accomplished leader who brings a proven track record of delivering growth to the businesses he has overseen,” said Mark Smucker, President and CEO, The J. M. Smucker Company. “Importantly, John has already displayed an understanding of our unique culture and a desire to enhance the positive impact we have on all our constituents.”

Brase will report directly to Mark Smucker and serve as a member of the Company’s executive leadership team. As Chief Operating Officer, he will have strategic oversight of the Company’s three U.S. business segments (Pet Food & Pet Snacks, Coffee, Consumer Foods) as well as its Away From Home, Operations and Supply Chain functions.

About The J. M. Smucker Company

Inspired by more than 120 years of business success and five generations of family leadership, The

J. M. Smucker Company makes food that people and pets love. The Company’s portfolio of 40+ brands, which are found in 90 percent of U.S. homes and countless restaurants, include iconic products consumers have always loved such as Folgers^®^, Jif^®^ and Milk-Bone^®^ plus new favorites like Café Bustelo^®^, Smucker’s^®^ Uncrustables^®^ and Rachael Ray^™^ Nutrish^®^. Over the past two decades, the Company has grown rapidly by thoughtfully acquiring leading and emerging brands, while ensuring the business has a positive impact on its 7,000+ employees, the communities it is a part of and the planet. For more information about The J. M. Smucker Company, visit jmsmucker.com.

The J. M. Smucker Company is the owner of all trademarks referenced herein except for Rachael Ray^®^, a registered trademark of Ray Marks II LLC, which is used under license.

Contact:

The J. M. Smucker Company: (330) 682-3000

Investors: Aaron Broholm, Vice President, Investor Relations - aaron.broholm@jmsmucker.com

Media: Ray Hancart, Director, Communications and Media Relations - ray.hancart@jmsmucker.com

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