The J.M. Smucker Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SJM
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2025
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Registrant’s telephone number, including area code: (330 ) 682-3000
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| (Former name or former address and former fiscal year, 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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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”) virtually on August 13, 2025, pursuant to the 2025 Proxy Statement sent on or about June 27, 2025 to all shareholders of record at the close of business on June 16, 2025. At the Meeting, 89,904,202 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 nine Directors to each serve a one-year term expiring at the 2026 Annual Meeting of Shareholders. The votes on this proposal were as follows:
| Number of Votes | ||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| Mercedes Abramo | 77,257,145 | 1,159,144 | 315,830 | 11,172,083 | ||||||||||||||||||||||
| Tarang P. Amin | 77,600,613 | 786,539 | 344,967 | 11,172,083 | ||||||||||||||||||||||
| Susan E. Chapman-Hughes | 77,046,952 | 1,413,610 | 271,557 | 11,172,083 | ||||||||||||||||||||||
| Jay L. Henderson | 77,075,274 | 1,389,542 | 267,303 | 11,172,083 | ||||||||||||||||||||||
| Jonathan E. Johnson III | 77,659,995 | 788,109 | 284,015 | 11,172,083 | ||||||||||||||||||||||
| Kirk L. Perry | 77,553,059 | 907,710 | 271,350 | 11,172,083 | ||||||||||||||||||||||
| Mark T. Smucker | 72,168,542 | 6,309,953 | 253,624 | 11,172,083 | ||||||||||||||||||||||
| Jodi L. Taylor | 76,731,767 | 1,740,267 | 260,085 | 11,172,083 | ||||||||||||||||||||||
| Dawn C. Willoughby | 77,335,447 | 1,135,260 | 261,412 | 11,172,083 | ||||||||||||||||||||||
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, 2026. The votes on this proposal were as follows:
| Number of Votes | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 81,691,718 | 7,941,255 | 271,229 | — | |||||||||||||||||
3.The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the 2025 Proxy Statement. The votes on this proposal were as follows:
| Number of Votes | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 73,039,845 | 5,239,631 | 452,643 | 11,172,083 | |||||||||||||||||
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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 | ||||||||
| Date: August 18, 2025 | By: | /s/ Jeannette L. Knudsen | ||||||
| Name: Jeannette L. Knudsen | ||||||||
| Title: Chief Legal Officer and Secretary | ||||||||
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