Company Update

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 30, 2022 McCormick & Company, Inc. (Exact name of registrant as specified in its charter) Maryland 001-14920 52-0408290 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 24 Schilling Road Suite 1 Hunt Valley MD 21031 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 410 771-7301 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 ( see General Instruction A.2. below): ☐ 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). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock MKC.V New York Stock Exchange Common Stock Non-Voting MKC New York Stock Exchange 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. On March 30, 2022, the Registrant’s stockholders approved the Registrant’s 2022 Omnibus Incentive Plan (the “Plan”) at the 2022 Annual Meeting of Stockholders (the "Annual Meeting"). A detailed description of the Plan was included in the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on February 17, 2022 (the "Proxy Statement"). A copy of the Plan, is filed as Exhibit A to the Proxy Statement . A copy of the Form of Long-Term Performance Plan Agreement, the Form of Restricted Stock Units Agreement, the Form of Restricted Stock Units Agreement for Directors, the Form of Non-Qualified Stock Option Agreement and the Form of Non-Qualified Stock Option Agreement for Directors, each pursuant to the Plan, are attached to this Form 8-K as Exhibits 10(i), 10(ii), 10(iii), 10(iv) and 10(v), respectively. Item 5.07 Submission of Matters to a Vote of Security Holders. On March 30, 2022, the Registrant held its Annual Meeting of Stockholders, at which (i) directors were elected, (ii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending N ovember 30, 2022 was ratified, (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote, and (iv) the Plan was approved. The proposals are described in detail in the Registrant's Proxy Statement. The final results for the votes regarding each proposal are set forth below. 1. Registrant’s stockholders elected eleven directors to the Registrant’s Board of Directors, to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows: For Against Abstained Broker Non-Votes Anne L. Bramman 10,974,428 91,891 11,051 3,170,731 Michael A. Conway 10,977,522 93,087 6,761 3,170,731 Freeman A. Hrabowski, III 10,929,912 124,218 23,240 3,170,731 Lawrence E. Kurzius 10,977,029 94,273 6,068 3,170,731 Patricia Little 10,971,777 96,648 8,945 3,170,731 Michael D. Mangan 10,970,899 99,819 6,652 3,170,731 Maritza G. Montiel 10,945,346 123,278 8,746 3,170,731 Margaret M.V. Preston 10,971,012 96,338 10,020 3,170,731 Gary Rodkin 10,839,714 225,553 12,103 3,170,731 Jacques Tapiero 10,978,141 92,652 6,577 3,170,731 W. Anthony Vernon 10,552,445 516,142 8,783 3,170,731 2. Registrant’s stockholders ratified the Appointment of Ernst & Young LLP as the Registrant’s Independent Registered Public Accounting firm for the fiscal year ending November 30, 2022. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 14,120,099 103,657 24,345 0 3. Registrant’s stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 10,636,413 398,676 42,281 3,170,731 4. Registrant’s stockholders approved the Plan. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 10,721,669 334,586 21,115 3,170,731 No other matters were submitted for stockholder action. Item 9.01: Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10 (i) Form of Long-Term Performance Plan Agreement under the 2022 Omnibus Incentive Plan. 10 (ii) Form of Restricted Stock Units Agreement under the 2022 Omnibus Incentive Plan. 10 (iii) Form of Restricted Stock Units Agreement for Directors under the 2022 Omnibus Incentive Plan. 10 (iv) Form of Non-Qualified Stock Option Agreement under the 2022 Omnibus Incentive Plan. 10 (v) Form of Non-Qualified Stock Option Agreement for Directors under the 2022 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 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.      McCORMICK & COMPANY, INCORPORATED Date: April 4, 2022 By:   /s/    Jeffery D. Schwartz           Jeffery D. Schwartz   Vice President, General Counsel & Secretary