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): August 15, 2012
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) |
Registrant’s 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The J. M. Smucker Company (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) on August 15, 2012, in Wooster, Ohio, pursuant to the Notice of the 2012 Annual Meeting of Shareholders and the Proxy Statement sent on or about July 3, 2012 to all shareholders of record at the close of business on June 18, 2012. At the Meeting, 98,311,320 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 re-elected the following five Directors to each serve a three-year term expiring at the 2015 Annual Meeting of Shareholders. The votes on this proposal were as follows: |
| Number of Votes | ||||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Paul J. Dolan |
83,788,789 | 2,357,694 | 171,655 | 11,993,182 | ||||
| Nancy Lopez Knight |
83,445,903 | 2,728,548 | 143,687 | 11,993,182 | ||||
| Gary A. Oatey |
83,648,223 | 2,520,870 | 149,045 | 11,993,182 | ||||
| Alex Shumate |
83,728,707 | 2,434,231 | 155,200 | 11,993,182 | ||||
| Timothy P. Smucker |
78,904,351 | 7,308,645 | 105,142 | 11,993,182 | ||||
| 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, 2013. The votes on this proposal were as follows: |
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 95,667,546 |
2,468,786 | 174,988 | 0 | |||
| 3. | The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the Company’s Proxy Statement. The votes on this proposal were as follows: |
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 84,284,917 |
1,514,802 | 518,419 | 11,993,182 | |||
| 4. | The shareholders approved the advisory shareholder proposal urging the Directors to act to repeal the classified Board of Directors (the “Board”). The votes on this proposal were as follows: |
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 66,063,234 |
19,765,426 | 489,478 | 11,993,182 | |||
The shareholder approval of this non-binding proposal does not by itself declassify the Board. The Board will consider the results of the shareholder vote as it continues to evaluate the Company’s governance practices.
| 5. | The shareholder proposal requesting that the Company publish an expanded green coffee sustainability plan within six months of the Meeting was withdrawn by the proponents of such proposal. |
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: August 16, 2012 | ||||||