Amendment: McCormick & Company Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MKC
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| FORM | |||||
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
McCormick & Company, Incorporated (the “Registrant”) filed a Current Report on Form 8-K on March 27, 2025, (the “Original 8-K”) to report the voting results of the Registrant’s 2025 Annual Meeting of Stockholders. This Amendment to the Original 8-K is filed solely to correct submission errors that inadvertently resulted in some figures in the vote tables in the Original 8-K being incorrect. Item 5.07 of the Original 8-K is hereby restated as shown below.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 26, 2025, 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, 2025, was ratified, 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. 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 | |||||||||||
| Anne L. Bramman | 8,169,138 | 88,614 | 30,283 | 3,974,311 | ||||||||||
| Michael A. Conway | 7,846,671 | 410,582 | 30,782 | 3,974,311 | ||||||||||
| Brendan M. Foley | 8,177,560 | 97,900 | 12,575 | 3,974,311 | ||||||||||
| Michael D. Mangan | 7,842,841 | 414,642 | 30,552 | 3,974,311 | ||||||||||
| Maritza G. Montiel | 8,157,801 | 97,971 | 32,263 | 3,974,311 | ||||||||||
| Margaret M.V. Preston | 7,835,671 | 420,433 | 31,931 | 3,974,311 | ||||||||||
| Gary Rodkin | 7,963,647 | 291,438 | 32,950 | 3,974,311 | ||||||||||
| Valarie L. Sheppard | 8,161,770 | 94,002 | 32,263 | 3,974,311 | ||||||||||
| Jacques Tapiero | 8,169,441 | 88,099 | 30,495 | 3,974,311 | ||||||||||
| Terry S. Thomas | 8,168,998 | 88,021 | 31,016 | 3,974,311 | ||||||||||
| W. Anthony Vernon | 7,969,195 | 288,427 | 30,413 | 3,974,311 | ||||||||||
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, 2025. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 12,115,971 | 135,700 | 10,675 | 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 | ||||||||
| 7,834,077 | 162,008 | 291,950 | 3,974,311 | ||||||||
No other matters were submitted for stockholder action.
Exhibit Number Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document).
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: March 28, 2025 | By: | /s/ Jeffery D. Schwartz | |||||||||
| Jeffery D. Schwartz | |||||||||||
| Vice President, General Counsel & Secretary | |||||||||||