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):

May 21, 2024

McCormick & Co Inc.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2024, the Board of Directors (the “Board”) of McCormick & Company, Incorporated (the “Registrant”) appointed Valarie Sheppard to the Board of the Registrant with effect from June 1, 2024, on which date she will become a member of the Audit Committee of the Board. Ms. Sheppard is the recently retired Executive Vice President, Controller and Treasurer of the Procter & Gamble Company.

Ms. Sheppard does not have any family relationships with any of the executive officers or directors of the Registrant. There are no arrangements or understandings between Ms. Sheppard and any other persons pursuant to which Ms. Sheppard was selected as a director. Ms. Sheppard will participate in the compensation arrangements for non-executive directors described on pages 22 through 24 of the Registrant’s Definitive Proxy Statement that was filed with the Securities and Exchange Commission on February 15, 2024. There have been no transactions, nor are there any currently proposed transactions, to which the Registrant was or is to be a party and with which Ms. Sheppard or any member of her immediate family had, or will have, a direct or indirect material interest.

On May 21, 2024, the Registrant issued a press release titled “McCormick Appoints Valarie Sheppard to Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by the Registrant on May 21, 2024.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

	McCORMICK & COMPANY, INCORPORATED
Date: May 21, 2024	By:	/s/    Jeffery D. Schwartz
		Jeffery D. Schwartz
		Vice President, General Counsel & Secretary

EX-99.1

FOR IMMEDIATE RELEASE McCormick Appoints Valarie Sheppard to Board of Directors HUNT VALLEY, Md., May 21, 2024 - McCormick & Company, Incorporated (NYSE:MKC), a global leader in flavor, today announced that Valarie Sheppard, retired Executive Vice President, Controller and Treasurer of the Procter & Gamble Company (P&G) has been appointed to the Board of Directors of McCormick effective June 1, 2024. Ms. Sheppard brings over 35 years of experience in finance and accounting following a stellar career with P&G. Her expertise includes capital deployment and asset management, business process reengineering, acquisitions and divestures, external financial reporting and controls, and Sarbanes-Oxley compliance. Prior to her retirement in 2021, Ms. Sheppard led P&G’s global finance, accounting, and treasury operations teams in over 65 countries. She held various senior financial leadership positions within the company over her tenure, including finance and accounting roles in the Fabric Care, Home Care and the Beauty businesses, as well as assignments in Europe and Asia. Ms. Sheppard helped lead the financial integration of Gillette, the largest acquisition in P&G’s history. She also brings additional audit and public accounting experience to the McCormick board from prior roles as Senior Vice President and P&G Comptroller and Treasurer where she frequently interacted with the company’s Audit Committee. Ms. Sheppard previously served on public company boards for Sovos Brands, Innovation International Acquisition Corporation, and Anixter International on various Audit, Compensation, and Governance & Nominating committees. She currently serves on the board for Ibotta. Brendan M. Foley, President and CEO of McCormick commented, “Ms. Sheppard’s global finance and accounting experience will be invaluable to McCormick as a global leader in flavor with brands sold in over 150 countries and territories. Her broad CPG Industry knowledge and commercial experience make her an excellent fit for McCormick. I look forward to working with Valarie and the rest of the board to oversee our strategic direction and advance our leadership and differentiation.” Ms. Sheppard’s appointment is part of the board’s commitment to its continuous refreshment process, ensuring it has a relevant mix of skills and experiences that complement McCormick’s strategy and promote effective governance practices. The board’s refreshment process continues to add experienced leaders with diverse backgrounds and perspectives that will benefit McCormick. With this appointment, the Board of Directors of McCormick will be comprised of 13 directors, 11 of which are independent. Ms. Sheppard received a Bachelor of Science in Accounting and a Master’s in Science in Industrial Administration from Purdue University. About McCormick McCormick & Company, Incorporated is a global leader in flavor. With over $6.5 billion in annual sales across 150 countries and territories, we manufacture, market and distribute spices, seasoning mixes, condiments and

other flavorful products to the entire food industry including e-commerce channels, grocery, food manufacturers and foodservice businesses. Our most popular brands with trademark registrations include McCormick, French’s, Frank’s RedHot, Stubb’s, OLD BAY, Lawry’s, Zatarain’s, Ducros, Vahiné, Cholula, Schwartz, Kamis, DaQiao, Club House, Aeroplane and Gourmet Garden. Every day, no matter where or what you eat or drink, you can enjoy food flavored by McCormick. Founded in 1889 and headquartered in Hunt Valley, Maryland USA, McCormick is guided by our principles and committed to our Purpose – To Stand Together for the Future of Flavor. McCormick envisions A World United by Flavor where healthy, sustainable and delicious go hand in hand. To learn more, visit www.mccormickcorporation.com or follow McCormick & Company on Instagram and LinkedIn. # # # For information contact: Global Communications: Lori Robinson (410-527-6004 or lori_robinson@mccormick.com)

XML

Cover Document	May 21, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	McCormick & Co Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-14920
Entity Tax Identification Number	52-0408290
Entity Address, Address Line One	24 Schilling Road
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Hunt Valley
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21031
City Area Code	410
Local Phone Number	771-7301
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000063754
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	MKC-V
Security Exchange Name	NYSE
Nonvoting Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock Non-Voting
Trading Symbol	MKC
Security Exchange Name	NYSE