SMUCKER J M CO 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 18, 2010
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Its Charter)
(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:
(e) Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of The J. M. Smucker Company (the Company) held on August 18, 2010, the Companys shareholders, upon recommendation of the Companys Board of Directors (the Board), approved The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan (the 2010 Plan), as more specifically described in Item 5.07 below. The Executive Compensation Committee of the Board unanimously approved and adopted the 2010 Plan on April 21, 2010, subject to the approval of the Companys shareholders.
The 2010 Plan authorizes the granting of cash and equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, cash incentive awards, performance shares, performance units, and other awards for the purpose of providing the Companys Directors, executive officers, other employees, and consultants incentives and rewards for performance. The Board has delegated authority to the Executive Compensation Committee of the Board to administer the 2010 Plan. Subject to adjustment as provided in the 2010 Plan, the maximum number of common shares that may be issued or transferred in connection with the awards under the 2010 Plan will not exceed the sum of 7,000,000 shares plus the number of shares available for awards under The J. M. Smucker Company 2006 Equity Compensation Plan as of the effective date of the 2010 Plan.
The foregoing is a summary of the material terms and conditions of the 2010 Plan and not a complete description of the 2010 Plan. The 2010 Plan is described in greater detail in the Companys definitive proxy statement for the 2010 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on July 8, 2010 (the Proxy Statement). The descriptions of the 2010 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2010 Plan attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
The Companys Annual Meeting of Shareholders was held on August 18, 2010 in Wooster, Ohio, pursuant to the Notice of the 2010 Annual Meeting of Shareholders and the Proxy Statement sent on or about July 8, 2010 to all shareholders of record at the close of business on June 23, 2010. At the meeting, 104,635,147 shares were represented in person or by proxy, which constituted a quorum. Each of the proposals listed below was approved by the shareholders pursuant to the voting results set forth below.
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 20, 2010