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8-KThe WireRoutine

Shareholder Vote

Filed Aug 21, 2023 · 2y ago · Accession 0000091419-23-000106

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 16, 2023 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 16, 2023, pursuant to the 2023 Proxy Statement and Notice of Annual Meeting of Shareholders sent on or about June 30, 2023 to all shareholders of record at the close of business on June 20, 2023. At the Meeting, 89,770,293 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 ten Directors to each serve a one-year term expiring at the 2024 Annual Meeting of Shareholders. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes Mercedes Abramo 78,143,358 352,142 175,139 11,099,654 Tarang P. Amin 77,909,924 572,269 188,446 11,099,654 Susan E. Chapman-Hughes 77,694,225 805,047 171,367 11,099,654 Jay L. Henderson 77,860,333 628,688 181,618 11,099,654 Jonathan E. Johnson III 77,949,731 536,471 184,437 11,099,654 Kirk L. Perry 77,984,094 505,150 181,395 11,099,654 Alex Shumate 76,012,534 2,481,850 176,255 11,099,654 Mark T. Smucker 72,038,090 5,922,734 709,815 11,099,654 Jodi L. Taylor 77,495,833 1,004,694 170,112 11,099,654 Dawn C. Willoughby 77,483,723 1,013,788 173,128 11,099,654 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, 2024. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes 84,820,080 4,788,526 161,687 — 3. The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s 2023 Proxy Statement. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes 74,319,577 3,926,318 424,744 11,099,654 4.    The shareholders approved, on an advisory basis, the preferred frequency of one year for future advisory votes on the Company’s executive compensation. The votes on this proposal were as follows: Number of Votes 1 Year 2 Years 3 Years Abstain Broker Non-Votes 76,038,330 144,809 2,275,249 212,251 11,099,654 In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory shareholder vote on the Company’s executive compensation each year until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders. 2 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 Officer and Secretary Date: August 21, 2023 3
Filing details
Ticker
SJM
CIK
91419
Form type
8-K
Filing date
Aug 21, 2023
Report date
Aug 16, 2023
Document
sjm-20230816.htm
Size
181 KB