FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed Aug 24, 2020 · 5y ago · Accession 0000091419-20-000106

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 19, 2020 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 19, 2020, pursuant to the 2020 Proxy Statement and Notice of Annual Meeting of Shareholders sent on or about July 1, 2020 to all shareholders of record at the close of business on June 22, 2020. At the Meeting, 99,758,520 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 twelve Directors to each serve a one-year term expiring at the 2021 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 86,675,307 700,489 215,783 12,166,941 Paul J. Dolan 83,654,024 3,716,776 220,779 12,166,941 Jay L. Henderson 86,548,647 817,202 225,730 12,166,941 Kirk L. Perry 85,659,568 1,705,737 226,274 12,166,941 Sandra Pianalto 85,805,754 1,569,671 216,154 12,166,941 Nancy Lopez Russell 84,957,335 2,424,830 209,414 12,166,941 Alex Shumate 85,597,789 1,768,397 225,393 12,166,941 Mark T. Smucker 85,993,696 1,432,613 165,270 12,166,941 Richard K. Smucker 84,215,820 3,014,510 361,249 12,166,941 Timothy P. Smucker 85,048,430 2,372,952 170,197 12,166,941 Jodi L. Taylor 86,903,135 458,323 230,121 12,166,941 Dawn C. Willoughby 86,845,516 532,365 213,698 12,166,941 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, 2021. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes 94,033,060 5,483,581 241,879 — 3. The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s 2020 Proxy Statement. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes 81,438,460 5,695,745 457,374 12,166,941 4. Giving effect to the ten-votes-per-share provisions of the Company’s Amended Articles of Incorporation, the shareholders approved The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes 177,583,721 10,193,644 899,494 12,166,941 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 24, 2020 4
Filing details
Ticker
SJM
CIK
91419
Form type
8-K
Filing date
Aug 24, 2020
Report date
Aug 19, 2020
Document
sjm-20200819.htm
Size
232 KB