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SMUCKER J M CO 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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.  ☐

 

 

 


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


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


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: Senior Vice President, General Counsel and Secretary

Date: August 18, 2017

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