Shareholders at McCormick (NYSE: MKC) approve board, pay, auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

McCormick & Company, Incorporated held its Annual Meeting of Stockholders on April 1, 2026. Stockholders elected eleven directors to the Board, with each nominee receiving several million votes in favor and only modest opposition or abstentions, allowing them to serve until the next annual meeting.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2026, with 11,535,004 votes for and limited opposition. In an advisory, non-binding vote, stockholders approved the compensation paid to the company’s Named Executive Officers, with 6,948,728 votes for versus 280,800 against. No other matters were submitted for action.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 11,535,004 votes Say-on-pay votes for: 6,948,728 votes Say-on-pay votes against: 280,800 votes +2 more

5 metrics

Auditor ratification votes for 11,535,004 votes Ratification of Ernst & Young LLP for fiscal year ending November 30, 2026

Say-on-pay votes for 6,948,728 votes Advisory approval of compensation for Named Executive Officers

Say-on-pay votes against 280,800 votes Advisory compensation vote for Named Executive Officers

Auditor ratification votes against 78,347 votes Ratification of Ernst & Young LLP for fiscal 2026

Broker non-votes on say-on-pay 4,310,449 votes Advisory vote on executive compensation

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, Named Executive Officers, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On April 1, 2026, McCormick & Company, Incorporated held its Annual Meeting of Stockholders"

independent registered public accounting firm regulatory

"ratified the Appointment of Ernst & Young LLP as the Registrant’s Independent Registered Public Accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Named Executive Officers financial

"the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

broker non-votes regulatory

"For, Against, Abstain, Broker Non-Votes 6,948,728, 280,800, 151,428, 4,310,449"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers"

Understanding 8-K Material Events →

04/03/2026 - 10:49 AM

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):


April 1, 2026


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 5.07 Submission of Matters to a Vote of Security Holders.

On April 1, 2026, McCormick & Company, Incorporated (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, 2026, 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	6,924,912	375,824	80,220	4,310,449
Michael A. Conway	6,787,426	516,205	77,325	4,310,449
Richard A. Dierker	7,064,962	227,029	88,965	4,310,449
Brendan M. Foley	6,930,100	371,075	79,781	4,310,449
Gavin D. Hattersley	7,064,497	227,208	89,251	4,310,449
Michael D. Mangan	6,747,748	469,546	163,662	4,310,449
Margaret M.V. Preston	6,739,148	563,674	78,134	4,310,449
Gary M. Rodkin	7,025,254	273,162	82,540	4,310,449
Valarie L. Sheppard	7,035,372	256,826	88,758	4,310,449
Jacques Tapiero	7,038,809	259,467	82,680	4,310,449
Terry S. Thomas	6,936,032	355,399	89,525	4,310,449

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, 2026. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
11,535,004	78,347	78,054	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
6,948,728	280,800	151,428	4,310,449

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: April 3, 2026	By:	/s/ Jeffery D. Schwartz
		Jeffery D. Schwartz
		Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did McCormick (MKC) stockholders vote on at the 2026 annual meeting?

Stockholders voted to elect eleven directors, ratify Ernst & Young LLP as independent auditor for fiscal 2026, and approve, on an advisory basis, compensation for Named Executive Officers. No other matters were submitted for stockholder action at this meeting.

Were all McCormick (MKC) director nominees elected at the April 2026 meeting?

All eleven McCormick director nominees were elected, each receiving several million votes in favor. Opposition and abstentions were relatively small compared with votes for, and broker non-votes were reported separately, so each nominee will serve until the next Annual Meeting of Stockholders.

Did McCormick (MKC) stockholders ratify Ernst & Young as auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as McCormick’s independent registered public accounting firm for the fiscal year ending November 30, 2026, with 11,535,004 votes for, 78,347 against, and 78,054 abstentions, and no broker non-votes reported on this proposal.

How did McCormick (MKC) shareholders vote on executive compensation in 2026?

Shareholders approved, in an advisory non-binding vote, the compensation paid to McCormick’s Named Executive Officers. The proposal received 6,948,728 votes for, 280,800 votes against, and 151,428 abstentions, along with 4,310,449 broker non-votes recorded on the compensation item.

When was McCormick’s 2026 Annual Meeting of Stockholders held?

McCormick’s 2026 Annual Meeting of Stockholders was held on April 1, 2026. At that meeting, stockholders voted on the election of eleven directors, ratification of the independent auditor for fiscal 2026, and an advisory say-on-pay proposal on executive compensation.

Filing Exhibits & Attachments

4 documents