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 7, 2016
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 |
(State or Other Jurisdiction
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) |
Registrants 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 March 7, 2016, The J. M. Smucker Company (the Company) issued a press release announcing that its Board of Directors (the
Board) has implemented a leadership transition plan that leverages the strong capabilities of the Companys executive team, provides continuity in management, and underscores the Companys commitment to focusing on long-term
growth and industry leadership. Effective May 1, 2016, Mark T. Smucker, President of the Company, President, Consumer and Natural Foods, and a director of the Company, will become the President and Chief Executive Officer of the Company,
succeeding Richard K. Smucker, who has served as the Chief Executive Officer of the Company since August 2011 and the Co-Chief Executive Officer since 2001. Effective May 1, 2016, Richard K. Smucker will become the Executive Chairman of the
Board, succeeding current Chairman Timothy P. Smucker, who will transition to the role of Chairman Emeritus. Mark T. Smucker, Richard K. Smucker, and Timothy P. Smucker will continue to serve as directors on the Board.
The Company also announced that, effective May 1, 2016, Mark R. Belgya, Senior Vice President and Chief Financial Officer, will assume the position of
Vice Chair and Chief Financial Officer, and Steven Oakland, President, Coffee and Foodservice, will assume the position of Vice Chair and President, U.S. Food and Beverage. In addition to his role as Chief Financial Officer, Mr. Belgya will be
responsible for strategy, mergers and acquisitions, government and industry affairs, and information services. Mr. Oakland will be responsible for the Companys U.S. food and beverage businesses, including U.S. retail coffee, U.S. retail
consumer foods, foodservice, natural foods, U.S. retail sales, and marketing services.
(c) As noted above, effective May 1, 2016, Mark T. Smucker,
46, President of the Company and President, Consumer and Natural Foods, will assume the position of President and Chief Executive Officer of the Company. Mr. Mark Smucker will continue to serve as a member of the Board, a position he has held
since January 2009. He has been the Companys President and President, Consumer and Natural Foods since April 2015 and, prior to that time, he served as President, U.S. Retail Coffee since May 2011 and President, Special Markets since August
2008. He has been an officer of the Company since 2001.
Effective May 1, 2016, Mr. Mark Smuckers base salary will be $900,000, and his
short-term cash incentive and long-term restricted shares incentive opportunities as a percentage of base salary will be consistent with those previously provided for the Chief Executive Officer of the Company. Mr. Mark Smucker will also
continue to participate in all employee plans and benefits consistent with other senior executives of the Company.
There is no arrangement or
understanding between Mr. Mark Smucker and any other persons pursuant to which he was elected to his new position with the Company. Mr. Mark Smucker is the son of Timothy P. Smucker, who is the Chairman of the Board and a director of the
Company, and the nephew of Richard K. Smucker, who is the Chief Executive Officer and a director of the Company. Mr. Mark Smucker is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the
Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
(e) As noted above, Rickard K. Smucker will become the Executive Chairman of the Board effective May 1,
2016. In connection with this transition, Mr. Richard Smuckers base salary will be reduced from $1,000,000 to $750,000, and his short-term cash incentive and long-term restricted shares incentive opportunities as a percentage of base
salary will be determined based on the same executive compensation philosophies as other senior executives of the Company. Mr. Richard Smucker will also continue to participate in all employee plans and benefits consistent with other senior
executives of the Company.
In addition, the Company maintains The J. M. Smucker Company Top Management Supplemental Retirement Plan (the
SERP), which was frozen to new participants on May 1, 2008. The SERP provides Mr. Richard Smucker with supplemental retirement benefits upon his cessation of service with the Company. As of April 1, 2016, the value of
Mr. Richard Smuckers benefits under the SERP will be frozen. The SERP benefit will generally begin to be paid 3 years after separation of service but no later than April 1 of the calendar year after Mr. Richard Smucker reaches
age 70 1⁄2. When Mr. Richard Smucker is eligible to begin receiving the SERP benefit, he will
receive monthly annuity payments under the SERP, which are approximately the same monthly annuity payments he would have received under the SERP had he retired on March 31, 2016.
A copy of the press release issued by the Company, dated March 7, 2016, announcing
these organizational changes is attached to this Current Report on Form 8-K as Exhibit 99.1 and is 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 |
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99.1 |
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Press Release issued by The J. M. Smucker Company, dated March 7, 2016. |
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: |
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Jeannette L. Knudsen |
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Title: |
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Vice President, General Counsel and Corporate Secretary |
Date: March 7, 2016
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Press Release issued by The J. M. Smucker Company, dated March 7, 2016. |
Exhibit 99.1
For Immediate Release
THE J.M. SMUCKER COMPANY ANNOUNCES LEADERSHIP TRANSITION TO FOSTER NEXT CHAPTER OF GROWTH AND SUCCESS
Mark T. Smucker to Become President and Chief Executive Officer
Richard K. Smucker to Become Executive Chairman
Timothy P. Smucker to Become Chairman Emeritus
Mark R. Belgya and Steven Oakland Appointed to Vice Chair Roles on Executive Team
ORRVILLE, Ohio, March 7, 2016 The J.M. Smucker Company (NYSE: SJM) (the Company or Smucker) today
announced that its Board of Directors has implemented a leadership transition plan that leverages the strong capabilities of the executive team, provides continuity in management, and underscores the Companys commitment to focusing on
long-term growth and industry leadership.
Effective May 1, 2016, Mark T. Smucker, President, Consumer and Natural Foods, member of the
Companys Board of Directors, and fifth generation of the Companys founding family, has been appointed President and Chief Executive Officer, succeeding Richard K. Smucker, who has served as Chief Executive Officer since 2011 and Co-Chief
Executive Officer since 2001. Richard Smucker will become Executive Chairman of the Board, succeeding current Chairman Timothy P. Smucker, who will transition to the role of Chairman Emeritus and will remain on the Companys Board of Directors
as a non-employee Director.
Gary A. Oatey, Chairman of the Board of Directors Nominating and Corporate Governance Committee, said, As an
organization highly focused on talent development and operating with a long-term perspective, Marks appointment reflects the Boards thoughtful approach to succession planning. Mark has consistently demonstrated that he is a visionary
leader, an innovator, and a steward of the Companys unique culture. Mark has held senior positions in nearly all major businesses within the organization and has played an important role with
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acquisitions and business integrations over the past 18 years. The Board believes he is the right executive to lead Smucker in the years ahead. Additionally, we will continue to benefit from
Richards strategic oversight and institutional knowledge as he assumes the role of Executive Chairman. The changes announced today reinforce our commitment to maintaining Smuckers heritage and culture, which creates an environment where
employees deliver exceptional results, benefiting all of our constituents.
We are pleased to announce this leadership transition at an
exciting time for our Company as we continue to deliver record results and our brands lead in key market categories, said Richard Smucker. Todays announcement exemplifies the Companys long-term succession planning and
underscores the tradition of management continuity that has shaped Smucker into the company it is today. On behalf of the Board of Directors and the entire Company, we are proud of Marks numerous contributions and his accomplishments as a
leader within our organization and our industry. We are confident that under his leadership, and with the support of our dedicated employees, the Company will continue to innovate, evolve, and grow in the years to come. Leading this organization has
been an immense pleasure. I am grateful for the opportunity to have worked alongside the best team in the industry and look forward to many more accomplishments in the future.
Mark Smucker said, Our Company was built by thousands of families, just like ours, who have cared about its success for over 119 years. I am humbled to
serve as a steward of this great company, leading and working with our talented team to build on our prominent market position, and drive continued growth and shareholder value at Smucker. I am honored to succeed Richard as the next Chief Executive
Officer of the Company. He has not only been a valuable mentor to me throughout my career, he has also led our Company through a period of significant expansion and strategic transformation. As a result, today, Smucker and our family of iconic
brands are stronger than ever. I look forward to working closely with Richard, the Board of Directors, our outstanding leadership team, and our talented employees across the Company, collectively serving all of our constituents
consumers, customers, employees, suppliers, communities, and shareholders.
Timothy Smucker added, At Smucker, we have a remarkable team that
is committed to developing leaders from within. Our unique culture is critical to our long-term performance and preserving its strength remains a priority for our Company. Marks appointment to President and
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Chief Executive Officer and Richards transition to Executive Chairman further demonstrate our adherence to our core values. Personally, it has been a privilege to lead the Board of
Directors and oversee strategic initiatives that have bolstered the performance of each of our businesses. I am extremely proud of our teams achievements, dedication, and support. Particularly, I want to thank Richard for his years of
relentless execution and visionary leadership that have ultimately resulted in our transformational growth, strong market position, and portfolio of iconic brands. I look forward to my ongoing involvement as Chairman Emeritus and wish Mark continued
success in his new role as President and Chief Executive Officer. I have every confidence that the business will thrive under his direction.
Concurrent with these appointments, the Smucker Board of Directors has also promoted Mark R. Belgya and Steven Oakland to the additional management roles of
Vice Chair, effective May 1, 2016. Belgya, currently Senior Vice President and Chief Financial Officer, will be Vice Chair and Chief Financial Officer, and Oakland, currently President, Coffee and Foodservice, will be Vice Chair and President,
U.S. Food and Beverage. In addition to his role as Chief Financial Officer, Belgya will be responsible for strategy, mergers and acquisitions, government and industry affairs, and information services. Oakland will be responsible for the
Companys U.S. food and beverage businesses, including U.S. retail coffee, U.S. retail consumer foods, foodservice, natural foods, U.S. retail sales, and marketing services.
Richard Smucker added, We are also pleased to name Mark Belgya and Steve Oakland as Vice Chairs of the Company. Both have been valued team members for
more than 30 years and their contributions to Smuckers long-term success are innumerable. We are confident that their additional support and insights will be instrumental in achieving balanced growth for the Company. We believe this leadership
team has a deep breadth of experience and is the strongest in the industry.
Todays announcements are in line with the Companys
long-term strategy and continued focus on creating a larger, stronger, and more diversified organization.
About Mark T. Smucker
Mark T. Smucker has been President, Consumer and Natural Foods, since April 2015. Prior to that time, he served as President, U.S. Retail Coffee, since May
2011; President, Special Markets, since August 2008; Vice President, International, since July 2007; Vice President,
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International and Managing Director, Canada, since May 2006; and Vice President and Managing Director, Canada, since June 2004. Mark previously served as a member of the Board of Directors of GS1
US, which is a member of GS1, a leading global standards organization. Mark is the son of Timothy P. Smucker and the nephew of Richard K. Smucker.
About Richard K. Smucker
Richard K. Smucker has been
Chief Executive Officer since August 2011. He served as Co-Chief Executive Officer from February 2001 through August 2011. Richard serves on the Board of Directors of the Grocery Manufacturers Association, Food Marketing Institute, and the Consumer
Goods Forum. Richard is also a member of The Sherwin-Williams Company Board of Directors, and former director and chairman of the Cleveland Federal Reserve Bank.
About Timothy P. Smucker
Timothy P. Smucker has been
Chairman of the Board since August 2011 and served as Co-Chief Executive Officer from February 2001 through August 2011. Timothy is a member of the Board of Directors of Hallmark Cards, Incorporated. Timothy is the Chairman Emeritus of the GS1
Management Board, a leading global standards organization. In addition, he serves as a trustee on The Ohio State University Board of Trustees.
About
Mark R. Belgya
Mark R. Belgya has been Senior Vice President and Chief Financial Officer since October 2009. He was initially appointed Chief
Financial Officer in January 2005. Mark has served in a number of accounting and finance related positions, including Vice President and Treasurer and Corporate Controller. He began his career at Smucker in 1985. Mark previously served as a member
of the Board of Directors of MOM Brands, a privately held food manufacturer.
About Steven Oakland
Steven Oakland has been President, Coffee and Foodservice, since February 2015. Steven held various positions including President, International, Foodservice,
and Natural Foods; President, U.S. Retail - Smuckers, Jif, and Hungry Jack; Vice President and General Manager, Consumer Oils and Baking; Vice President and General Manager, Foodservice, and General Manager of J.M. Smucker Canada. He began his
career at Smucker in 1982. Steven is a member of the Board of Directors of Foot Locker Inc., a publicly held specialty athletic retailer, and MTD Products, a privately held manufacturer of outdoor power equipment.
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About The J.M. Smucker Company
For nearly 120 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. In consumer foods and beverages, its brands include Smuckers®, Folgers®, Jif®, Dunkin Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bicks®. 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.
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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