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UNITED STATES
SECURITIES 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


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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.

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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: August 24, 2020

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