Document

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):

March 28, 2018
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).

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.
 
On March 28, 2018, the Registrant held its Annual Meeting of Stockholders, at which (i) directors were elected, (ii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2018 was approved, and (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote. The proposals are described in detail in the Registrant’s proxy statement for the 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 15, 2018. The final results for the votes regarding each proposal are set forth below.

1. 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 
Abstained
Broker Non-Votes
Michael A. Conway
6,640,533
70,125
26,794
1,884,060
J. Michael Fitzpatrick
6,610,742
93,204
33,506
1,884,060
Freeman A. Hrabowski, III
6,588,918
120,969
27,565
1,884,060
Lawrence E. Kurzius
6,644,764
72,332
20,356
1,884,060
Patricia Little
6,647,570
63,736
26,146
1,884,060
Michael D. Mangan
6,628,458
83,074
25,920
1,884,060
Maritza G. Montiel
6,631,269
80,426
25,757
1,884,060
Margaret M.V. Preston
6,612,505
89,707
35,240
1,884,060
Gary M. Rodkin
6,575,002
137,197
25,253
1,884,060
Jaques Tapiero
6,647,095
66,975
23,382
1,884,060
W. Anthony Vernon
6,650,638
63,700
23,114
1,884,060

2. 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, 2018. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
8,464,664
123,655
33,193
0



3. Registrant’s stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
6,454,665
155,112
127,675
1884060


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 3, 2018
By:
 
/s/    Jeffery D. Schwartz        
 
 
 
Jeffery D. Schwartz
 
 
 
Vice President, General Counsel & Secretary