SJM » Topics » The J. M. Smucker Company

This excerpt taken from the SJM 8-K filed Jul 8, 2009.
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
         
Ohio   1-5111   34-0538550
         
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1


Table of Contents

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     On July 7, 2009, The J. M. Smucker Company (the “Company”) entered into a consulting agreement (the “Agreement”) with Donald D. Hurrle, Sr., who retired as the Company’s Vice President, Sales, Grocery Market, effective June 30, 2009. Under this Agreement, Mr. Hurrle will provide consulting services relating to the Company’s growth and development in the grocery sales area, along with general business integration matters. The Agreement is effective July 7, 2009, and provides for a term of one year, unless earlier terminated in accordance with its terms. Under the terms of the Agreement, Mr. Hurrle will receive a consulting fee of $100,000.
Item 9.01 Financial Statements and Exhibits
     (d) Exhibits
         
Exhibit     Exhibit
Number     Description
       
 
10.1    
Consulting Agreement, dated July 7, 2009, by and among The J. M. Smucker Company and Donald D. Hurrle, Sr.

 


Table of Contents

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    
    Jeannette L. Knudsen   
    Corporate Secretary   
 
Date: July 7, 2009

 


Table of Contents

EXHIBIT INDEX
         
Exhibit     Exhibit
Number     Description
       
 
10.1    
Consulting Agreement, dated July 7, 2009, by and among The J. M. Smucker Company and Donald D. Hurrle, Sr.

 

This excerpt taken from the SJM 8-K filed May 21, 2009.
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
         
Ohio   1-5111   34-0538550
         
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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.):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 3.03. Material Modification to Rights of Security Holders.
     On May 20, 2009, the Directors of The J. M. Smucker Company (the “Company”) declared a dividend distribution of one right for each common share without par value (the “Common Shares”), of the Company outstanding at the close of business on June 2, 2009 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of May 20, 2009 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company’s treasury after the Record Date will be entitled to and accompanied by rights.
     The rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by this reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On May 20, 2009, the Directors of the Company adopted a resolution to amend the Amended Articles of Incorporation of the Company, which was filed by the Company with the Secretary of State of the State of Ohio on May 20, 2009. A copy of the Form of Certificate of Adoption of Amendment to Amended Articles of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
  (a)   Financial Statements of Businesses Acquired. N/A
 
  (b)   Pro Forma Financial Information. N/A
 
  (c)   Shell Company Transactions. N/A
 
  (d)   Exhibits.
     
Number   Exhibit
   
3.1
  Form of Certificate of Adoption of Amendment to Amended Articles of Incorporation
 
   
4.1
  Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent
 
   
99.1
  Press release, dated May 20, 2009

2


 

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.
         
  THE J. M. SMUCKER COMPANY
 
 
  By:   /s/ M. Ann Harlan    
    Name:   M. Ann Harlan   
    Title:   Vice President and General Counsel   
 
Date: May 20, 2009

3


 

EXHIBIT INDEX
     
Number   Description
   
3.1
  Form of Certificate of Adoption of Amendment to Amended Articles of Incorporation
 
   
4.1
  Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent
 
   
99.1
  Press release, dated May 20, 2009

4

This excerpt taken from the SJM 8-K filed Apr 22, 2009.
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
         
Ohio   1-5111   34-0538550
         
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
(b) Departure of Named Executive Officer
On April 20, 2009, Donald D. Hurrle, Sr., Vice President, Sales, Grocery Market of The J. M. Smucker Company, notified the Company’s Board of Directors that he would be retiring effective June 30, 2009. Mr. Hurrle has been with the Company for over 32 years and has served as the Company’s Vice President, Sales, Grocery Market since April 2001.

 


 

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/ M. Ann Harlan    
    M. Ann Harlan   
    Vice President, General Counsel, and Secretary   
 
Date: April 22, 2009

 

This excerpt taken from the SJM 8-K filed Nov 6, 2008.

About The J. M. Smucker Company

The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker’s®, Folgers®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen Family®, Hungry Jack®, White Lily® and Martha White® in the United States, along with Robin Hood®, Five Roses®, Carnation®, Europe’s Best® and Bick’s® in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.

The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license, Carnation is a trademark of Societe des Produits Nestle S.A., used under license and Dunkin Donuts is a trademark of Dunkin Donuts, LLC, used under license.


This excerpt taken from the SJM 8-K filed Oct 16, 2008.

About The J. M. Smucker Company

The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker’s®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen Family®, Hungry Jack®, White Lily® and Martha White® in the United States, along with Robin Hood®, Five Roses®, Carnation®, Europe’s Best® and Bick’s® in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.

The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license and Carnation is a trademark of Societe des Produits Nestle S.A., used under license.

This excerpt taken from the SJM 8-K filed Oct 9, 2008.

The J. M. Smucker Company

 

(Exact name of registrant as specified in its charter)

 

Ohio   1-5111   36-0538550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Strawberry Lane, Orrville, Ohio   44667-0280
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 682-3000

This excerpt taken from the SJM 8-K filed Oct 9, 2008.

The J. M. Smucker Company

 

(Exact name of registrant as specified in its charter)

 

Ohio   1-5111   36-0538550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Strawberry Lane, Orrville, Ohio   44667-0280
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 682-3000

These excerpts taken from the SJM 8-K filed Oct 8, 2008.

The J. M. Smucker Company

 

(Exact name of registrant as specified in its charter)

 

Ohio   1-5111   36-0538550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Strawberry Lane, Orrville, Ohio   44667-0280
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 682-3000

About The J. M. Smucker Company

The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker’s(R), Jif(R), Crisco(R), Pillsbury(R), Eagle Brand(R), R.W. Knudsen Family(R), Hungry Jack(R), White Lily(R) and Martha White(R) in the United States, along with Robin Hood(R), Five Roses(R), Carnation(R), Europe’s Best(R) and Bick’s(R) in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.

The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license and Carnation is a trademark of Societe des Produits Nestle S.A., used under license.

This excerpt taken from the SJM 8-K filed Sep 16, 2008.

About The J. M. Smucker Company

The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker’s®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen Family®, Hungry Jack®, White Lily® and Martha White® in the United States, along with Robin Hood®, Five Roses®, Carnation®, Europe’s Best® and Bick’s® in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.


The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license and Carnation is a trademark of Societe des Produits Nestle S.A., used under license.

This excerpt taken from the SJM DEF 14A filed Jul 14, 2008.
THE J. M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667-0280
 
July 14, 2008
 
 
Dear Shareholder:
 
You are cordially invited to attend The J. M. Smucker Company’s Annual Meeting of Shareholders at 11:00 a.m., Eastern Daylight Time, on Thursday, August 21, 2008, in Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680 Madison Avenue, Wooster, Ohio 44691. A Notice of the Annual Meeting and the proxy statement follow. Please review this material for information concerning the business to be conducted at the annual meeting and the nominees for election as Directors.
 
If you were a shareholder of record as of the close of business on June 23, 2008, you will also find enclosed a proxy card or cards and an envelope in which to return the card(s). Your vote is very important. Whether or not you plan to attend the annual meeting, please complete, sign, date, and return your enclosed proxy card(s), or vote over the telephone, if applicable, or the Internet, at your earliest convenience. This will ensure representation of your common shares at the annual meeting if you are unable to attend. You may, of course, withdraw your proxy and change your vote prior to or at the annual meeting by following the steps described in the proxy statement. For more information concerning voting by proxy, please see the section of the proxy statement entitled “Questions and Answers About the Annual Meeting and Voting.”
 
Sincerely,
 
     
-s- Tim Smucker   -s- Richard K. Smucker
Chairman and
Co-Chief Executive Officer
  President and
Co-Chief Executive Officer


 

 
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 21, 2008
 
For REGISTERED shareholders this proxy statement and the accompanying
annual report are available at www.envisionreports.com/SJM
 
For STREET NAME shareholders this proxy statement and the accompanying
annual report are available at www.edocumentview.com/SJM
 


 

This excerpt taken from the SJM DEF 14A filed Jul 9, 2007.
THE J. M. SMUCKER COMPANY
STRAWBERRY LANE
ORRVILLE, OHIO 44667-0280
 
July 9, 2007
 
 
Dear Shareholder:
 
You are cordially invited to attend The J. M. Smucker Company’s Annual Meeting of Shareholders at 11:00 a.m., Eastern Daylight Time, on Thursday, August 16, 2007, in Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680 Madison Avenue, Wooster, Ohio. A Notice of the Annual Meeting and the proxy statement follow. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as Directors.
 
If you were a shareholder of record as of the close of business on June 18, 2007, you will also find enclosed a proxy card or cards and an envelope in which to return the card(s). Your vote is very important. Whether or not you plan to attend the meeting, please complete, sign, date, and return your enclosed proxy card(s), or vote over the phone or the Internet, at your earliest convenience. This will ensure representation of your common shares at the annual meeting if you are unable to attend. You may, of course, withdraw your proxy and change your vote prior to or at the annual meeting by following the steps described in the proxy statement. For more information concerning voting by proxy, please see the section of the proxy statement entitled “Questions and Answers About the Annual Meeting and Voting.”
 
Sincerely,
 
     
-s- Tim Smucker   -s- Richard K. Smucker
Chairman and
Co-Chief Executive Officer
  President and
Co-Chief Executive Officer


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