Smucker (SJM) adds two independent directors after engagement with Elliott

Rhea-AI Filing Summary

The J.M. Smucker Company is expanding and refreshing its Board of Directors. Effective April 15, 2026, the Board will increase to eleven members with the appointment of Woo-Sung (Bruce) Chung, CFO of NRG Energy, and consumer-brands veteran David Singer.

Both new directors will serve on the Audit Committee, while Mercedes Abramo will move to the Nominating, Governance, and Corporate Responsibility Committee. The company has also entered into an information-sharing agreement with Elliott Investment Management after constructive engagement, aimed at supporting efforts to drive growth, profitability, and disciplined capital allocation.

Insights

Corporate governance analyst

Smucker adds two independent directors and formalizes engagement with Elliott.

The J.M. Smucker Company is enlarging its Board to eleven members and appointing Bruce Chung and David Singer, both described as bringing significant finance and consumer-brand experience. Their roles on the Audit Committee can strengthen financial oversight and strategic scrutiny.

The company also entered into an information-sharing agreement with Elliott Investment Management after what both sides call constructive engagement. This arrangement formalizes dialogue with a large shareholder and may influence priorities around capital allocation, operational improvement, and governance, with details to be observed in future disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 24, 2026

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in charter)

Ohio

001-05111

34-0538550

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File Number)

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 and former fiscal year, 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:

☐			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 shares, no par value

SJM

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 February 24, 2026, the Board of Directors (the “Board”) of The J. M. Smucker Company (the “Company”) increased the size of the Board to eleven (11) members and elected Woo-Sung (Bruce) Chung and David Singer to serve on the Board, in each case effective on April 15, 2026. In addition to their service on the Board, Mr. Chung and Mr. Singer will both serve as members of the Audit Committee of the Board (the “Audit Committee”). Concurrently, Mercedes Abramo will move from the Audit Committee to the Nominating, Governance, and Corporate Responsibility Committee of the Board, effective April 15, 2026.

Mr. Chung’s and Mr. Singer’s compensation for their service as directors will be consistent with that of the Company’s other directors who are not employees or consultants of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2025, under the caption “Director Compensation,” which portion of such proxy statement is incorporated herein by reference.

In connection with the election of Mr. Chung and Mr. Singer as directors, the Company will enter into an indemnity agreement with each of Mr. Chung and Mr. Singer, in each case effective as of April 15, 2026 (the “Indemnity Agreements”). The Indemnity Agreements are in substantially the same form as the indemnity agreements the Company has entered into with each of its current directors and elected officers, which form was previously filed by the Company as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Form of Indemnity Agreement”). Each Indemnity Agreement requires the Company to indemnify Mr. Chung and Mr. Singer, as applicable, to the fullest extent permitted by law against all expenses, judgments, settlements, fines, and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal, administrative, or investigative action brought against him by reason of his relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to Mr. Chung and Mr. Singer under each applicable Indemnity Agreement are in addition to any other rights they may be entitled to under the Company’s Amended Articles of Incorporation or Amended Regulations, the Ohio General Corporation Law, or otherwise. The description of the Indemnity Agreements set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the Form of Indemnity Agreement, which is incorporated herein by reference.

The Company is not aware of (i) any arrangement or understanding between either Mr. Chung or Mr. Singer and any other person pursuant to which Mr. Chung or Mr. Singer were elected as directors or (ii) any items which would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01    Regulation FD Disclosure.

On February 26, 2026, the Company issued a press release announcing the election of Mr. Chung and Mr. Singer to the Board (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number			Exhibit Description
99.1			Press Release issued by the Company, dated February 26, 2026.
104			The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

2

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: Chief Legal Officer and Secretary

Date: February 26, 2026

3

Exhibit 99.1

The J.M. Smucker Co. Appoints Two New Independent Directors

NRG Energy CFO Bruce Chung and

Experienced Consumer Industry Executive David Singer to Join Board of Directors

Board Appointments Follow Constructive Engagement with Elliott Investment Management

ORRVILLE, Ohio, February 26, 2026 -- The J.M. Smucker Co. today announced it has appointed Woo-Sung (Bruce) Chung and David Singer to its Board of Directors, effective April 15, 2026. With the addition of Chung and Singer, the Board will comprise 11 directors, 10 of whom are independent, and all of whom are focused on advancing the work underway to drive continued growth, enhanced profitability, and disciplined capital allocation for the Company.

The appointments follow constructive engagement with Elliott Investment Management, L.P. The Company has also entered into an information-sharing agreement with Elliott to facilitate collaboration toward the shared goal of driving sustainable value for all shareholders.

Chung brings significant financial expertise and leadership experience to the Board and currently serves as Executive Vice President and Chief Financial Officer of NRG Energy, Inc., where he guides financial strategy, risk management, and corporate development.

Singer has extensive executive, operational, and board experience at branded food and beverage companies. He most recently served as Chief Executive Officer of Snyder’s-Lance, Inc., and, prior to that, was the Executive Vice President and Chief Financial Officer of Coca-Cola Consolidated, Inc.

“Over the past several years, we have fundamentally transformed the Company and built a portfolio of leading and iconic brands in attractive categories that resonate with consumers. Today, we have a strong foundation in place and a clear focus on driving continued organic growth, while enhancing profitability and earnings,” said Mark Smucker, Chief Executive Officer, President and Chair of the Board.

Smucker continued, “The addition of Bruce and Dave—two proven executives with track records of creating value—underscores our commitment to continued Board refreshment and will further enable the Board by bringing additional skills and experiences to accelerate our ongoing business momentum. Alongside the rest of our Board, I look forward to Bruce’s and Dave’s insights as we continue to position the Company for long-term success.”

“The J.M. Smucker Company has a strong portfolio of market-leading brands in categories that benefit from durable consumer demand,” said Marc Steinberg, Partner at Elliott. “As one of The J.M. Smucker Company’s largest investors, we believe the new additions to the Board and decisive shift toward

disciplined capital allocation, operational improvement, and purposeful leadership updates represent critical steps toward ensuring The J.M. Smucker Company reaches its full potential. Dave and Bruce bring to the Board proven leadership in consumer brand-building and financial stewardship that will further strengthen The J.M. Smucker Company as it executes on this path.”

Steinberg continued, “We appreciate our constructive engagement with the Company, and we look forward to continuing to work collaboratively with the Board and management team to drive long-term value for all The J.M. Smucker Company shareholders.”

Smucker concluded, "We welcome and value feedback from all shareholders and appreciate the constructive dialogue with Elliott. We remain confident in our strategy and in our ability to drive shareholder value over the long-term."

About Bruce Chung

Bruce Chung is Executive Vice President and Chief Financial Officer of NRG Energy, Inc., a leading energy and smart home services company. In his role, he oversees finance, capital allocation, risk management, and corporate development. Previously, Chung held senior leadership positions at NRG focused on finance, asset management, and project development, and he previously served as Chief Financial Officer of Nuclear Innovation North America, overseeing largescale nuclear project financing and development. Earlier in his career, he was a director in Citigroup’s investment banking division, advising on capital markets and M&A transactions.

Chung earned a bachelor’s degree from Columbia University.

About David Singer

David Singer is the former Chief Executive Officer of Snyder’s-Lance, Inc., a snacking company. Prior to that, he served as Executive Vice President and Chief Financial Officer of Coca-Cola Consolidated, Inc., the largest Coca-Cola bottler in the United States, where he held a range of senior leadership roles of increasing responsibility. Singer has extensive experience building consumer brands, executing growth strategies, and driving operational performance within complex organizations. He currently serves on the boards of Performance Food Group Company and Brunswick Corporation. He also served on the boards of Hanesbrands, Inc., SPX Flow Inc., Flower Foods, Inc., and Snyder’s-Lance, Inc.

He earned a bachelor’s degree and a Master of Business Administration from Pennsylvania State University.

About The J.M. Smucker Co.

At The J.M. Smucker Co., it is our privilege to make food people and pets love by offering a diverse family of brands available across North America. We are proud to lead in the coffee, peanut butter, fruit spreads, frozen handheld, sweet baked goods, dog snacks, and cat food categories by offering brands consumers trust for themselves and their families each day, including Folgers®, Dunkin'®, Café Bustelo®, Jif®, Uncrustables®, Smucker's®, Hostess®, Milk-Bone®, and Meow Mix®. Through our unwavering commitment to producing quality products, operating responsibly and ethically and delivering on our Purpose, we will continue to grow our business while making a positive impact on society. For more information, please visit jmsmucker.com. 

The J.M. Smucker Co. is the owner of all trademarks referenced herein, except for Dunkin'®, which is a trademark of DD IP Holder LLC. The Dunkin'® brand is licensed to The J.M. Smucker Co. for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, e-commerce and drug stores, and in certain away from home channels. This information does not pertain to products for sale in Dunkin'® restaurants. 

Contacts:   

The J.M. Smucker Co.: (330) 682-3000   

Investors: Crystal Beiting, Vice President, Investor Relations & FP&A    

Media: Abbey Linville, Vice President, Public Relations & Communications    

FAQ

What board changes did The J.M. Smucker Company (SJM) announce in this 8-K?

The company is expanding its Board to eleven members and appointing Woo-Sung (Bruce) Chung and David Singer as new independent directors effective April 15, 2026. Both will serve on the Audit Committee, while Mercedes Abramo moves to the Nominating, Governance, and Corporate Responsibility Committee.

Who are the new directors joining The J.M. Smucker Company (SJM) board?

Woo-Sung (Bruce) Chung is Executive Vice President and Chief Financial Officer of NRG Energy, Inc. David Singer is the former CEO of Snyder’s-Lance and ex-CFO of Coca-Cola Consolidated. Both bring extensive financial, operational, and branded consumer products experience to Smucker’s Board of Directors.

How many independent directors will The J.M. Smucker Company (SJM) have after these appointments?

With the appointments of Bruce Chung and David Singer, Smucker’s Board will have eleven directors, ten of whom are independent. The company emphasizes that the refreshed Board is focused on continued growth, enhanced profitability, and disciplined capital allocation for long-term shareholder value creation.

What is the relationship between The J.M. Smucker Company (SJM) and Elliott Investment Management?

Smucker states the appointments follow constructive engagement with Elliott Investment Management, L.P. The company has entered into an information-sharing agreement with Elliott to facilitate collaboration toward a shared goal of driving sustainable, long-term value for all shareholders through capital allocation and operational improvements.

Will the new directors at The J.M. Smucker Company (SJM) receive special compensation?

The filing notes that Bruce Chung and David Singer will receive compensation consistent with other non-employee, non-consultant directors. Their compensation arrangements are described in Smucker’s definitive proxy statement under “Director Compensation,” which is incorporated by reference rather than restated in this report.

What indemnification protections are granted to the new SJM directors?

Smucker will enter into indemnity agreements with Bruce Chung and David Singer, effective April 15, 2026. These agreements, in the same form used for current directors and elected officers, provide indemnification to the fullest extent permitted by law for expenses and liabilities arising from actions related to their company roles.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99 EX-99 18.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB