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  4. [8-K] J M SMUCKER Co Reports Material Event

Smucker (NYSE: SJM) investors approve board, auditor and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The J. M. Smucker Company reported results of its virtual Annual Meeting of Shareholders held on August 12, 2026. A quorum was present with 91,893,859 shares represented in person or by proxy. Shareholders elected eleven directors to one-year terms expiring at the 2027 Annual Meeting, with each nominee receiving substantially more votes cast "for" than "against".

Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027, with 88,326,304 votes for and relatively few against or abstaining. In addition, shareholders approved, on an advisory basis, executive compensation as disclosed in the 2026 Proxy Statement, with 74,735,892 votes for and lower levels of opposition, alongside broker non-votes reported.

Positive

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Negative

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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.
Shares represented 91,893,859 shares Shares represented in person or by proxy at the Annual Meeting, forming a quorum
Directors elected 11 Number of directors elected to one-year terms expiring at the 2027 Annual Meeting
Auditor ratification votes for 88,326,304 votes Votes for ratifying Ernst & Young LLP as independent registered public accounting firm
Auditor ratification votes against 3,286,402 votes Votes against ratifying Ernst & Young LLP as independent registered public accounting firm
Say-on-pay votes for 74,735,892 votes Votes for approving, on an advisory basis, executive compensation
Say-on-pay votes against 2,776,717 votes Votes against approving, on an advisory basis, executive compensation
Broker non-votes (say-on-pay) 14,013,444 votes Broker non-votes recorded on the advisory vote on executive compensation
broker non-votes financial
"Number of Votes For | Against | Abstain | Broker Non-Votes"
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.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’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.
advisory basis financial
"shareholders approved, on an advisory basis, the Company’s executive compensation"
Annual Meeting of Shareholders financial
"held its Annual Meeting of Shareholders virtually on August 12, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

What key items did SJM shareholders vote on at the August 12, 2026 annual meeting?
Shareholders voted on director elections, ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027, and an advisory vote on executive compensation disclosed in the 2026 Proxy Statement.

How many SJM shares were represented at the 2026 annual meeting to form a quorum?
A quorum was reached with 91,893,859 shares represented in person or by proxy at the annual meeting. This level of representation allowed the company to conduct official business and tabulate binding voting results on the proposals.

Were all SJM director nominees elected at the 2026 annual meeting?
Yes, eleven director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Each nominee, including individuals such as Mark Smucker and Mercedes Abramo, received significantly more votes "for" than "against," with additional broker non-votes recorded.

Did SJM shareholders approve the ratification of Ernst & Young LLP in 2026?
Yes, shareholders ratified Ernst & Young LLP as the independent registered public accounting firm with 88,326,304 votes for, 3,286,402 against, and 281,153 abstentions, with no broker non-votes reported on this item.

How did SJM shareholders vote on executive compensation at the 2026 meeting?
Shareholders approved the company’s executive compensation on an advisory basis with 74,735,892 votes for, 2,776,717 against, and 367,806 abstentions. There were 14,013,444 broker non-votes recorded for this say-on-pay proposal.

When was the J. M. Smucker Company’s 2026 annual meeting held and how was it conducted?
The annual meeting was held virtually on August 12, 2026. It was conducted pursuant to the 2026 Proxy Statement sent on or about June 26, 2026, to shareholders of record as of the close of business on June 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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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): August 12, 2026

THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in charter)
Ohio001-0511134-0538550
(State or other jurisdiction of(Commission(IRS Employer
incorporation or organization)File Number)Identification No.)
One Strawberry Lane
Orrville,Ohio44667-0280
(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 classTrading symbol(s)Name of each exchange
on which registered
Common shares, no par valueSJMNew 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.

The J. M. Smucker Company (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) virtually on August 12, 2026, pursuant to the 2026 Proxy Statement sent on or about June 26, 2026 to all shareholders of record at the close of business on June 15, 2026. At the Meeting, 91,893,859 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 elected the following eleven Directors to each serve a one-year term expiring at the 2027 Annual Meeting of Shareholders. The votes on this proposal were as follows:
Number of Votes
ForAgainstAbstainBroker Non-Votes
Mercedes Abramo76,898,291777,405204,71914,013,444
Tarang Amin76,939,713749,648191,05414,013,444
Susan Chapman-Hughes76,921,241771,246187,92814,013,444
Woo-Sung (Bruce) Chung77,120,986573,549185,88014,013,444
Jay Henderson76,416,8641,276,067187,48414,013,444
Jonathan Johnson III76,906,853775,062198,50014,013,444
Kirk Perry76,501,7081,193,078185,62914,013,444
David Singer77,137,701552,211190,50314,013,444
Mark Smucker76,403,9141,295,482181,01914,013,444
Jodi Taylor76,947,294743,341189,78014,013,444
Dawn Willoughby76,574,8851,120,734184,79614,013,444
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, 2027. The votes on this proposal were as follows:
Number of Votes
ForAgainstAbstainBroker Non-Votes
88,326,3043,286,402281,153—

3.The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the 2026 Proxy Statement. The votes on this proposal were as follows:
Number of Votes
ForAgainstAbstainBroker Non-Votes
74,735,8922,776,717367,80614,013,444

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
Date: August 17, 2026By:/s/ Jeannette L. Knudsen
Name: Jeannette L. Knudsen
Title: Chief Legal and Governance Officer

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Source: View Original Filing on SEC EDGAR

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