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8-KThe WireRoutine

Shareholder Vote

Filed Aug 22, 2022 · 3y ago · Accession 0000091419-22-000092

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES S ECURITIES 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 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 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 2 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. 3 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 4
Filing details
Ticker
SJM
CIK
91419
Form type
8-K
Filing date
Aug 22, 2022
Report date
Aug 17, 2022
Document
sjm-20220817.htm
Size
202 KB