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): December 11, 2015
The J. M. Smucker Company |
(Exact Name of Registrant as Specified in Charter)
Ohio | 001-05111 | 34-0538550 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Strawberry Lane Orrville, Ohio |
44667-0280 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants 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.):
¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 15, 2015, The J. M. Smucker Company (the Company) issued a press release announcing that, effective March 1, 2016, Barry C. Dunaway, President, International and Chief Administrative Officer, will assume the position of President, Big Heart Pet Food and Snacks, and David J. West, President, Big Heart Pet Food and Snacks, will assume the position of Strategic Advisor to the Executive Committee of the Board of Directors (the Board) of the Company until his employment agreement with the Company (the West Employment Agreement) expires on April 30, 2016. Mr. West will continue to serve as a director on the Board.
In addition, the Company announced that Vincent C. Byrd, Vice Chairman, will retire on June 10, 2016. Mr. Byrd will continue to serve as a director on the Board for the remainder of his current term.
The Company also announced that, effective January 1, 2016, Mark R. Belgya, Senior Vice President and Chief Financial Officer, will have expanded responsibilities that will also include the Companys Government and Industry Affairs, Information Services, and Corporate Strategy departments.
(e) As noted above, effective March 1, 2016, Barry C. Dunaway, President, International and Chief Administrative Officer, will assume the position of President, Big Heart Pet Food and Snacks, and David J. West, President, Big Heart Pet Food and Snacks, will assume the position of Strategic Advisor to the Executive Committee of the Board. In connection with this change in Mr. Wests role and duties, the Company and Mr. West have entered into an employment agreement consent to change in role (the Consent to Change in Role), pursuant to which the parties acknowledge and agree that such change will not trigger or be deemed a termination for Good Reason, as such term is defined in Section 4(f) of the West Employment Agreement.
The foregoing description of the Consent to Change in Role does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent to Change in Role, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
Copies of the press releases issued by the Company, each dated December 15, 2015, announcing these organizational changes are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 and are incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Exhibit Description | |
10.1 | Employment Agreement Consent to Change in Role, dated December 11, 2015, by and between The J. M. Smucker Company and David J. West. | |
99.1 | Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing several executive appointments. | |
99.2 | Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing the retirement of Vincent C. Byrd. |
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 | |||||
Name: Jeannette L. Knudsen | ||||||
Title: Vice President, General Counsel and Corporate Secretary |
Date: December 15, 2015
EXHIBIT INDEX
Exhibit No. |
Exhibit Description | |
10.1 | Employment Agreement Consent to Change in Role, dated December 11, 2015, by and between The J. M. Smucker Company and David J. West. | |
99.1 | Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing several executive appointments. | |
99.2 | Press Release issued by The J. M. Smucker Company, dated December 15, 2015, announcing the retirement of Vincent C. Byrd. |
Exhibit 10.1
EMPLOYMENT AGREEMENT
CONSENT TO CHANGE IN ROLE
This Employment Agreement Consent to Change in Role (this Consent) is entered into this 11th day of December, 2015 (the Effective Date) between The J. M. Smucker Company, an Ohio corporation (the Company), and David J. West, an individual (West). The Company and West are referred to herein individually as a Party and collectively as the Parties.
RECITALS
WHEREAS, reference is made to the Employment Agreement entered into between the Company and West dated February 3, 2015 (the Employment Agreement);
WHEREAS, the Parties now wish to acknowledge and agree upon a change in the role and duties of West as set forth in this Consent;
NOW, THEREFORE, in consideration of the agreements of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:
AGREEMENT
Section 1 - Consent to Change in Role and Duties
On March 1, 2016, West will assume (as an employee) the role of Strategic Advisor to the Executive Committee of the Board of Directors of the Company, and cease to serve as President, Big Heart Pet Food and Snacks. Between the Effective Date and April 30, 2016, West will, in addition to his other duties, assist in transitioning his current role as President, Big Heart Pet Food and Snacks to his successor. West will continue to report to the Chief Executive Officer of the Company. As Strategic Advisor, West will provide such services in addition to transition services as are commensurate with his position and as are reasonably requested by the Executive Committee. The Company and West acknowledge and agree that this change in role and duties on March 1, 2016 will not trigger or be deemed a Termination for Good Reason, as defined in Section 4(f) of the Employment Agreement. On April 30, 2016, West will cease to be an employee of the Company and will have a separation from service within the meaning of Internal Revenue Code Section 409A, but will continue to serve as a member of the Board of the Directors of the Company until the earliest of his resignation, removal or death or the election of his successor.
IN WITNESS WHEREOF, the Parties have executed and delivered this Consent as of the Effective Date.
Company | West | |||
The J. M. Smucker Company | ||||
/s/ Richard K. Smucker | /s/ David J. West | |||
Richard K. Smucker, Chief Executive Officer | David J. West |
Exhibit 99.1
The J. M. Smucker Company Announces Executive Appointments
Orrville, Ohio, December 15, 2015 The J. M. Smucker Company (NYSE: SJM) (the Company) today announced several executive appointments by its Board of Directors that are designed to position the Company for continued growth and support the Companys long-term succession planning.
Effective March 1, 2016, Barry C. Dunaway will assume the role of President, Big Heart Pet Food and Snacks. Mr. Dunaway has 28 years of experience with the Company in a variety of management roles and currently serves as President, International and Chief Administrative Officer. In his current role, Mr. Dunaway has responsibility for the Companys merger and acquisition strategy, among other responsibilities, which has included significant involvement in the Companys acquisition of Big Heart Pet Brands and ongoing integration activities.
Mr. Dunaway will succeed David J. West, who currently serves as President, Big Heart Pet Food and Snacks. Mr. West has held this role since joining the Company in March 2015. Mr. Dunaway and Mr. West will work together to transition responsibilities, beginning January 1, 2016. On March 1, 2016, Mr. West will assume the role of Strategic Advisor to the Executive Committee. At the conclusion of his employment agreement, on April 30, 2016, Mr. West will remain a member of the Companys Board of Directors, advising in areas that include corporate strategy and growth capabilities.
The Company also announced that, effective January 1, 2016, Mark R. Belgya, Senior Vice President and Chief Financial Officer, will be promoted and have expanded responsibilities that now also include the Companys Government and Industry Affairs, Information Services, and Corporate Strategy departments. Mr. Belgya has 30 years of experience with the Company, serving in a number of leadership roles within the Companys finance organization.
Continuity of leadership and the ability to capitalize on the deep bench strength of our organization have been important factors behind our Companys success and will remain key elements of our plans to support long-term growth, said Richard Smucker, Chief Executive Officer. We are confident in the proven abilities of our leadership team, along with the talented employees that support them, to continue to strengthen and grow our Company. In addition, we are excited that Dave West will continue serving the Company as a Director following his decision to transition into the next chapter of his career.
Mr. Dunaway, Mr. West, and Mr. Belgya will continue to report to Richard Smucker in their new roles.
ABOUT THE J. M. SMUCKER COMPANY
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with projected annual net sales of approximately $8 billion. In consumer foods and beverages, its brands include Smuckers®, Folgers®, Jif®, Dunkin Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bicks®. In pet food and pet snacks, its brands include Meow Mix®, Milk-Bone®, Kibbles n Bits®, Natural Balance®, and 9Lives®. 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. For more information about the Company, visit jmsmucker.com.
The J. M. Smucker Company is the owner of all trademarks referenced herein, except for the following, which are used under license: Pillsbury® is a trademark of The Pillsbury Company, LLC and Dunkin Donuts® is a registered trademark of DD IP Holder LLC. Borden® and Elsie® are also trademarks used under license.
Dunkin Donuts® brand is licensed to The J. M. Smucker Company for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. This information does not pertain to Dunkin Donuts® coffee or other products for sale in Dunkin Donuts® restaurants.
CONTACTS
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron Broholm, Director, Investor Relations
Media: Maribeth Burns, Vice President, Corporate Communications
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Exhibit 99.2
The J. M. Smucker Company Announces Retirement of Corporate Officer
Orrville, Ohio, December 15, 2015 The J. M. Smucker Company (NYSE: SJM) (the Company) today announced that Vincent C. Byrd, Vice Chairman, will be retiring on June 10, 2016, following 39 years with the Company. Mr. Byrd, who is also a member of the Companys Board of Directors, has served in a number of leadership roles during his career with the Company, most recently as its President and Chief Operating Officer. Mr. Byrd will continue to co-lead the integration and synergy efforts of the Big Heart Pet Brands acquisition, until his retirement.
On behalf of the entire organization, I would like to thank Vince Byrd for his 39 years of dedicated service to the Smucker Company, said Richard Smucker, Chief Executive Officer. Vince is a highly respected leader, not only within the Company but throughout the CPG industry, particularly with the many customers and strategic partners with whom he has built and nurtured meaningful relationships. We truly appreciate all of Vinces valuable contributions, which have helped shape the Company we are today.
ABOUT THE J. M. SMUCKER COMPANY
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with projected annual net sales of approximately $8 billion. In consumer foods and beverages, its brands include Smuckers®, Folgers®, Jif®, Dunkin Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bicks®. In pet food and pet snacks, its brands include Meow Mix®, Milk-Bone®, Kibbles n Bits®, Natural Balance®, and 9Lives®. 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. For more information about the Company, visit jmsmucker.com.
The J. M. Smucker Company is the owner of all trademarks referenced herein, except for the following, which are used under license: Pillsbury® is a trademark of The Pillsbury Company, LLC and Dunkin Donuts® is a registered trademark of DD IP Holder LLC. Borden® and Elsie® are also trademarks used under license.
Dunkin Donuts® brand is licensed to The J. M. Smucker Company for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. This information does not pertain to Dunkin Donuts® coffee or other products for sale in Dunkin Donuts® restaurants.
CONTACTS
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron Broholm, Director, Investor Relations
Media: Maribeth Burns, Vice President, Corporate Communications
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