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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Maryland | 001-14920 | 52-0408290 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | |
| 24 Schilling Road | Suite 1 | |
| Hunt Valley | Maryland | 21031 |
| (Address of principal executive offices) | (Zip Code) |
| | | | | | | | |
| Registrant's telephone number, including area code: | 410 | 771-7301 |
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. below):
☐ 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:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | MKC-V | New York Stock Exchange |
| Common Stock Non-Voting | MKC | New York Stock Exchange |
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.
On March 27, 2024, 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, 2024 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 2024 Proxy Statement filed with the Securities and Exchange Commission on February 15, 2024. The final results for the votes regarding each proposal are set forth below.
1. The Registrant’s stockholders elected twelve 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 | 9,814,036 | 218,659 | 14,340 | 3,447,262 |
| Michael A. Conway | 9,505,195 | 522,955 | 18,885 | 3,447,262 |
| Brendan M. Foley | 9,798,010 | 235,872 | 13,153 | 3,447,262 |
| Lawrence E. Kurzius | 9,761,188 | 264,929 | 20,918 | 3,447,262 |
| Patricia Little | 9,588,641 | 439,387 | 19,007 | 3,447,262 |
| Michael D. Mangan | 9,497,412 | 530,749 | 18,874 | 3,447,262 |
| Maritza G. Montiel | 9,872,397 | 160,035 | 14,603 | 3,447,262 |
| Margaret M.V. Preston | 9,584,322 | 442,427 | 20,286 | 3,447,262 |
| Gary Rodkin | 9,582,179 | 449,825 | 15,031 | 3,447,262 |
| Jacques Tapiero | 9,814,021 | 218,578 | 14,436 | 3,447,262 |
| Terry S.Thomas | 9,812,927 | 219,471 | 14,637 | 3,447,262 |
| W. Anthony Vernon | 9,613,377 | 417,366 | 16,292 | 3,447,262 |
2. The 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, 2024. The votes regarding this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 13,437,202 | 50,185 | 6,910 | 0 |
3. The 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 |
| 9,262,165 | 428,103 | 356,767 | 3,447,262 |
No other matters were submitted for stockholder action.
| | | | | |
| Exhibit Number | |
| 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: April 1, 2024 | By: | | /s/ Jeffery D. Schwartz |
| | | Jeffery D. Schwartz |
| | | Vice President, General Counsel & Secretary |