8-K-Items502and507April32013

SECURITIES & 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):

April 3, 2013

McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)


Maryland
001-14920
52-0408290
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
18 Loveton Circle
 
 
Sparks, Maryland
 
21152
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (410) 771-7301

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. below):

[ ] 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).



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 3, 2013, the Registrant’s stockholders approved the Registrant’s 2013 Omnibus Incentive Plan (the “Plan”) at the Annual Meeting of Stockholders (the “Annual Meeting”). A detailed description of the Plan was included in Registrant’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2013 (the “Proxy Statement”). A copy of the Plan is filed as Exhibit 4.1 to the Registrant’s registration statement on Form S-8, filed with the SEC on April 3, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On April 3, 2013, the Registrant held its Annual Meeting, at which (i) directors were elected, (ii) the Plan was approved, and (iii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2013 was ratified. The proposals are described in detail in the Registrant’s Proxy Statement. The final results for the votes regarding each proposal are set forth below.

1. The Registrant’s stockholders elected eleven directors to the Registrant’s Board of Directors, to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:

 
For
Against
Abstain
Broker Non-Votes
John P. Bilbrey
9,623,870
75,832
29,190
1,279,560
J. Michael Fitzpatrick
9,613,561
86,385
28,946
1,279,560
Freeman A. Hrabowski, III
9,632,887
58,336
37,669
1,279,560
Patricia Little
9,629,161
72,095
27,636
1,279,560
Michael D. Mangan
9,624,583
74,904
29,405
1,279,560
Margaret M.V. Preston
9,630,704
70,160
28,028
1,279,560
George A. Roche
9,539,629
160,757
28,506
1,279,560
Gordon M. Stetz, Jr.
9,638,089
65,819
24,984
1,279,560
William E. Stevens
9,557,581
145,013
26,298
1,279,560
Jacques Tapiero
9,621,565
77,789
29,538
1,279,560
Alan D. Wilson
9,641,827
70,354
16,711
1,279,560

2. The Registrant’s stockholders approved the Plan. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
9,411,279
201,028
116,585
1,279,560

3. The Registrant’s stockholders ratified the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2013. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
10,884,948
104,570
18,934
0




No other matters were submitted for stockholder action.



SIGNATURES

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.


McCORMICK & COMPANY, INCORPORATED


Date: April 8, 2013
 
By:      /s/ W. Geoffrey Carpenter    
 
 
W. Geoffrey Carpenter
 
 
Vice President, General Counsel & Secretary