8-KThe WireRed Alert
Executive Change · Bylaw Amendment
Filed Feb 7, 2022 · 4y ago · Accession 0000091419-22-000010
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗Securities and Exchange Commission on July 1, 2021 under the caption “Director Compensation,” which portion of such proxy statement is incorporated herein by reference.
In connection with his appointment as a Director, the Company and Mr. Johnson entered into an indemnity agreement effective as of February 4, 2022. The indemnity agreement is the same as the indemnity agreements the Company has entered into with each of its Directors and elected officers. The indemnity agreement requires the Company to indemnify Mr. Johnson to the fullest extent permitted by law against all expenses, judgments, settlements, fines, and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal, administrative, or investigative action brought against him by reason of his relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to Mr. Johnson under the indemnity agreement are in addition to any other rights he may be entitled to under the Company’s Amended Articles of Incorporation or Amended Regulations (the “Regulations”), the Ohio General Corporation Law, or otherwise. The description of the indemnity agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of indemnity agreement. The form of indemnity agreement between the Company and each of its Directors and elected officers was previously filed by the Company, was most recently listed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, and is incorporated herein by reference.
The Company is not aware of (i) any arrangement or understanding between Mr. Johnson and any other person pursuant to which he was elected as a Director or (ii) any items which would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release regarding the election of Mr. Johnson to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2022, the Board approved and adopted an amendment (the “Amendment”) to the Regulations. The Amendment amends Article II, Section 1 of the Regulations to fix the number of Directors of the Company at 12. The Amendment became effective on February 4, 2022.
The foregoing is a summary of the Amendment and is qualified in its entirety by reference to the full text of the Regulations. A copy of the Regulations is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description
3.1
Amended Regulations of The J. M. Smucker Company.
10.1
Form of Indemnity Agreement.
99.1
Press Release, dated February 7, 2022.
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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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: February 7, 2022
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Filing details
- Company
- J M SMUCKER Co
- Ticker
- SJM
- CIK
- 91419
- Form type
- 8-K
- Filing date
- Feb 7, 2022
- Report date
- Feb 4, 2022
- Document
- sjm-20220204.htm
- Size
- 432 KB