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): December 11, 2015
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| The J. M. Smucker Company |
(Exact Name of Registrant as Specified in
Charter)
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| Ohio |
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001-05111 |
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34-0538550 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| One Strawberry Lane
Orrville, Ohio |
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44667-0280 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 682-3000
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On December 15, 2015, The J. M. Smucker Company (the “Company”)
issued a press release announcing that, effective March 1, 2016, Barry C. Dunaway, President, International and Chief Administrative Officer, will assume the position of President, Big Heart Pet Food and Snacks, and David J. West, President,
Big Heart Pet Food and Snacks, will assume the position of Strategic Advisor to the Executive Committee of the Board of Directors (the “Board”) of the Company until his employment agreement with the Company (the “West
Employment Agreement”) expires on April 30, 2016. Mr. West will continue to serve as a director on the Board.
In addition, the Company
announced that Vincent C. Byrd, Vice Chairman, will retire on June 10, 2016. Mr. Byrd will continue to serve as a director on the Board for the remainder of his current term.
The Company also announced that, effective January 1, 2016, Mark R. Belgya, Senior Vice President and Chief Financial Officer, will have expanded
responsibilities that will also include the Company’s Government and Industry Affairs, Information Services, and Corporate Strategy departments.
(e)
As noted above, effective March 1, 2016, Barry C. Dunaway, President, International and Chief Administrative Officer, will assume the position of President, Big Heart Pet Food and Snacks, and David J. West, President, Big Heart Pet Food and
Snacks, will assume the position of Strategic Advisor to the Executive Committee of the Board. In connection with this change in Mr. West’s role and duties, the Company and Mr. West have entered into an employment agreement consent to
change in role (the “Consent to Change in Role”), pursuant to which the parties acknowledge and agree that such change will not trigger or be deemed a termination for Good Reason, as such term is defined in Section 4(f) of the
West Employment Agreement.
The foregoing description of the Consent to Change in Role does not purport to be complete and is qualified in its entirety by
reference to the full text of the Consent to Change in Role, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
Copies of the press
releases issued by the Company, each dated December 15, 2015, announcing these organizational changes are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 and are incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Exhibit Description |
| 10.1 |
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Employment Agreement Consent to Change in Role, dated December 11, 2015, by and between The J. M. Smucker Company and David J. West. |
| 99.1 |
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Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing several executive appointments. |
| 99.2 |
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Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing the retirement of Vincent C. Byrd. |
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.
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THE J. M. SMUCKER COMPANY |
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By: |
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/s/ Jeannette L. Knudsen |
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Name: Jeannette L. Knudsen |
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Title: Vice President, General Counsel and Corporate Secretary |
Date: December 15, 2015
EXHIBIT INDEX
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| Exhibit No. |
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Exhibit Description |
| 10.1 |
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Employment Agreement Consent to Change in Role, dated December 11, 2015, by and between The J. M.
Smucker Company and David J. West. |
| 99.1 |
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Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing several executive
appointments. |
| 99.2 |
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Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing the retirement of
Vincent C. Byrd. |
Exhibit 10.1
EMPLOYMENT AGREEMENT
CONSENT TO CHANGE IN ROLE
This Employment
Agreement Consent to Change in Role (this “Consent”) is entered into this 11th day of December, 2015 (the “Effective Date”) between The J. M. Smucker Company, an Ohio
corporation (the “Company”), and David J. West, an individual (“West”). The Company and West are referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS,
reference is made to the Employment Agreement entered into between the Company and West dated February 3, 2015 (the “Employment Agreement”);
WHEREAS, the Parties now wish to acknowledge and agree upon a change in the role and duties of West as set forth in this Consent;
NOW, THEREFORE, in consideration of the agreements of the Parties, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties do hereby agree as follows:
AGREEMENT
Section 1 - Consent to Change in Role and Duties
On March 1, 2016, West will assume (as an employee) the role of Strategic Advisor to the Executive Committee of the Board of Directors of
the Company, and cease to serve as President, Big Heart Pet Food and Snacks. Between the Effective Date and April 30, 2016, West will, in addition to his other duties, assist in transitioning his current role as President, Big Heart Pet Food
and Snacks to his successor. West will continue to report to the Chief Executive Officer of the Company. As Strategic Advisor, West will provide such services in addition to transition services as are commensurate with his position and as are
reasonably requested by the Executive Committee. The Company and West acknowledge and agree that this change in role and duties on March 1, 2016 will not trigger or be deemed a Termination for Good Reason, as defined in Section 4(f)
of the Employment Agreement. On April 30, 2016, West will cease to be an employee of the Company and will have a “separation from service” within the meaning of Internal Revenue Code Section 409A, but will continue to serve as a
member of the Board of the Directors of the Company until the earliest of his resignation, removal or death or the election of his successor.
IN WITNESS
WHEREOF, the Parties have executed and delivered this Consent as of the Effective Date.
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| “Company” |
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“West” |
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| The J. M. Smucker Company |
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| /s/ Richard K. Smucker |
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/s/ David J. West |
| Richard K. Smucker, Chief Executive Officer |
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David J. West |
Exhibit 99.1
The J. M. Smucker Company Announces Executive Appointments
Orrville, Ohio, December 15, 2015 – The J. M. Smucker Company (NYSE: SJM) (the “Company”) today announced several executive appointments by
its Board of Directors that are designed to position the Company for continued growth and support the Company’s long-term succession planning.
Effective March 1, 2016, Barry C. Dunaway will assume the role of President, Big Heart Pet Food and Snacks. Mr. Dunaway has 28 years of experience
with the Company in a variety of management roles and currently serves as President, International and Chief Administrative Officer. In his current role, Mr. Dunaway has responsibility for the Company’s merger and acquisition strategy,
among other responsibilities, which has included significant involvement in the Company’s acquisition of Big Heart Pet Brands and ongoing integration activities.
Mr. Dunaway will succeed David J. West, who currently serves as President, Big Heart Pet Food and Snacks. Mr. West has held this role since joining
the Company in March 2015. Mr. Dunaway and Mr. West will work together to transition responsibilities, beginning January 1, 2016. On March 1, 2016, Mr. West will assume the role of Strategic Advisor to the Executive
Committee. At the conclusion of his employment agreement, on April 30, 2016, Mr. West will remain a member of the Company’s Board of Directors, advising in areas that include corporate strategy and growth capabilities.
The Company also announced that, effective January 1, 2016, Mark R. Belgya, Senior Vice President and Chief Financial Officer, will be promoted and have
expanded responsibilities that now also include the Company’s Government and Industry Affairs, Information Services, and Corporate Strategy departments. Mr. Belgya has 30 years of experience with the Company, serving in a number of
leadership roles within the Company’s finance organization.
“Continuity of leadership and the ability to capitalize on the deep bench strength
of our organization have been important factors behind our Company’s success and will remain key elements of our plans to support long-term growth,” said Richard Smucker, Chief Executive Officer. “We are confident in the proven
abilities of our leadership team, along with the talented employees that support them, to continue to strengthen and grow our Company. In addition, we are excited that Dave West will continue serving the Company as a Director following his decision
to transition into the next chapter of his career.”
Mr. Dunaway, Mr. West, and Mr. Belgya will continue to report to Richard Smucker
in their new roles.
ABOUT THE J. M. SMUCKER COMPANY
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable
meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with projected annual net sales of approximately $8 billion. In consumer foods and
beverages, its brands include Smucker’s®, Folgers®,
Jif®, Dunkin’ Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bick’s®. In pet food and pet snacks, its brands
include Meow Mix®, Milk-Bone®, Kibbles ‘n Bits®, Natural Balance®, and 9Lives®. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth, and
Independence established by its founder and namesake more than a century ago. For more information about the Company, visit jmsmucker.com.
The J. M. Smucker Company is the owner of all trademarks referenced herein, except for the following, which are
used under license: Pillsbury® is a trademark of The Pillsbury Company, LLC and Dunkin’ Donuts® is a registered
trademark of DD IP Holder LLC. Borden® and Elsie® are also trademarks used under license.
Dunkin’ Donuts® brand is licensed to The J. M. Smucker Company for packaged coffee
products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. This information does not pertain to Dunkin’ Donuts® coffee or other
products for sale in Dunkin’ Donuts® restaurants.
CONTACTS
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron
Broholm, Director, Investor Relations
Media: Maribeth Burns, Vice President, Corporate Communications
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Exhibit 99.2
The J. M. Smucker Company Announces Retirement of Corporate Officer
Orrville, Ohio, December 15, 2015 – The J. M. Smucker Company (NYSE: SJM) (the “Company”) today announced that Vincent C. Byrd, Vice
Chairman, will be retiring on June 10, 2016, following 39 years with the Company. Mr. Byrd, who is also a member of the Company’s Board of Directors, has served in a number of leadership roles during his career with the Company, most
recently as its President and Chief Operating Officer. Mr. Byrd will continue to co-lead the integration and synergy efforts of the Big Heart Pet Brands acquisition, until his retirement.
“On behalf of the entire organization, I would like to thank Vince Byrd for his 39 years of dedicated service to the Smucker Company,” said Richard
Smucker, Chief Executive Officer. “Vince is a highly respected leader, not only within the Company but throughout the CPG industry, particularly with the many customers and strategic partners with whom he has built and nurtured meaningful
relationships. We truly appreciate all of Vince’s valuable contributions, which have helped shape the Company we are today.”
ABOUT THE J. M.
SMUCKER COMPANY
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families
together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with projected annual net sales of approximately $8 billion. In
consumer foods and beverages, its brands include Smucker’s®, Folgers®, Jif®, Dunkin’ Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bick’s®. In pet food and pet snacks, its brands
include Meow Mix®, Milk-Bone®, Kibbles ‘n Bits®, Natural Balance®, and 9Lives®. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth, and
Independence established by its founder and namesake more than a century ago. For more information about the Company, visit jmsmucker.com.
The J. M. Smucker Company is the owner of all trademarks referenced herein, except for the following, which are used under license: Pillsbury® is a trademark of The Pillsbury Company, LLC and Dunkin’ Donuts® is a registered trademark of DD IP Holder LLC. Borden® and Elsie® are also trademarks used under license.
Dunkin’ Donuts® brand is licensed to The J. M. Smucker Company for packaged coffee
products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. This information does not pertain to Dunkin’ Donuts® coffee or other
products for sale in Dunkin’ Donuts® restaurants.
CONTACTS
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron
Broholm, Director, Investor Relations
Media: Maribeth Burns, Vice President, Corporate Communications
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