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): August 14, 2019
 
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
 
Ohio
 
001-05111
 
34-0538550
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
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)
 
 
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))
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
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”) on August 14, 2019, in Cleveland, Ohio, pursuant to the 2019 Proxy Statement and Notice of Annual Meeting of Shareholders sent on or about June 28, 2019 to all shareholders of record at the close of business on June 17, 2019. At the Meeting 100,816,657 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 2020 Annual Meeting of Shareholders. The votes on this proposal were as follows:
 
Number of Votes
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Kathryn W. Dindo
77,270,059

 
8,877,849

 
135,959

 
14,532,790
Paul J. Dolan
83,055,758

 
3,076,161

 
151,948

 
14,532,790
Jay L. Henderson
84,958,880

 
1,173,286

 
151,701

 
14,532,790
Gary A. Oatey
82,793,853

 
3,298,648

 
191,366

 
14,532,790
Kirk L. Perry
84,623,189

 
1,499,345

 
161,333

 
14,532,790
Sandra Pianalto
83,923,628

 
2,226,027

 
134,212

 
14,532,790
Nancy Lopez Russell
83,195,520

 
2,957,597

 
130,750

 
14,532,790
Alex Shumate
84,256,063

 
1,876,059

 
151,745

 
14,532,790
Mark T. Smucker
84,538,880

 
1,620,250

 
124,737

 
14,532,790
Richard K. Smucker
83,869,465

 
2,287,432

 
126,970

 
14,532,790
Timothy P. Smucker
83,046,992

 
3,096,536

 
140,339

 
14,532,790
Dawn C. Willoughby
85,331,524

 
784,135

 
168,208

 
14,532,790
 
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, 2020. The votes on this proposal were as follows:
Number of Votes
For
 
Against
 
Abstain
 
Broker Non-Votes
95,398,270
 
5,206,980
 
211,407
 
—
 
3.
The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s Proxy Statement. The votes on this proposal were as follows:
Number of Votes
For
 
Against
 
Abstain
 
Broker Non-Votes
80,721,159
 
5,016,865
 
545,843
 
14,532,790




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:   Senior Vice President, General Counsel
            and Secretary
Date:  August 19, 2019


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