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 16, 2017

 

 

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 (see General Instruction A.2.):

 

☐	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.  ☐

 

 

 

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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 16, 2017, in Cleveland, Ohio, pursuant to the Notice of the 2017 Annual Meeting of Shareholders and the Proxy Statement sent on or about June 30, 2017 to all shareholders of record at the close of business on June 19, 2017. At the Meeting 100,787,990 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 thirteen Directors to each serve a one-year term expiring at the 2018 Annual Meeting of Shareholders. The votes on this proposal were as follows:

 

		Number of Votes
		For				Against				Abstain				Broker Non-Votes
Kathryn W. Dindo			76,575,988				9,329,710				162,593			14,719,699
Paul J. Dolan			82,653,814				3,253,101				161,376			14,719,699
Jay L. Henderson			84,733,200				1,131,907				203,184			14,719,699
Nancy Lopez Knight			82,757,638				3,137,768				172,885			14,719,699
Elizabeth Valk Long			77,613,209				8,274,025				181,057			14,719,699
Gary A. Oatey			82,072,926				3,821,399				173,966			14,719,699
Kirk L. Perry			85,330,558				539,991				197,742			14,719,699
Sandra Pianalto			83,188,602				2,712,246				167,443			14,719,699
Alex Shumate			83,630,218				2,250,004				188,069			14,719,699
Mark T. Smucker			83,037,909				2,899,550				130,832			14,719,699
Richard K. Smucker			82,513,817				3,226,124				328,350			14,719,699
Timothy P. Smucker			82,297,207				3,641,324				129,760			14,719,699
Dawn C. Willoughby			85,300,604				583,893				183,794			14,719,699

 

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, 2018. The votes on this proposal were as follows:

 

Number of Votes
For				Against				Abstain				Broker Non-Votes
	97,344,333				3,273,702				169,955			0

 

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
	80,136,244				2,988,961				2,943,086			14,719,699

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4.	The shareholders approved, on an advisory basis, the preferred frequency of one year for future advisory votes on the Company’s executive compensation. The votes on this proposal were as follows:

 

Number of Votes
1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
	75,661,446				220,919				9,920,871				265,055			14,719,699

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company has decided that it will hold an advisory shareholder vote on the Company’s executive compensation each year until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than the Company’s 2023 Annual Meeting of Shareholders.

 

5.	The shareholders did not approve the shareholder proposal requesting that the Company issue a renewable energy sourcing and/or production report. The votes on this proposal were as follows:

 

Number of Votes
For				Against				Abstain				Broker Non-Votes
	22,524,470				59,432,863				4,110,958			14,719,699

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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.

 

Date: August 18, 2017