[8-K] The J.M. Smucker Company Reports Material Event

Rhea-AI Filing Summary

Analyzing...

0000091419false00000914192025-08-132025-08-13

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 13, 2025

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 5.07    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 13, 2025, pursuant to the 2025 Proxy Statement sent on or about June 27, 2025 to all shareholders of record at the close of business on June 16, 2025. At the Meeting, 89,904,202 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 nine Directors to each serve a one-year term expiring at the 2026 Annual Meeting of Shareholders. The votes on this proposal were as follows:

						Number of Votes
						For						Against						Abstain						Broker Non-Votes
Mercedes Abramo						77,257,145						1,159,144						315,830						11,172,083
Tarang P. Amin						77,600,613						786,539						344,967						11,172,083
Susan E. Chapman-Hughes						77,046,952						1,413,610						271,557						11,172,083
Jay L. Henderson						77,075,274						1,389,542						267,303						11,172,083
Jonathan E. Johnson III						77,659,995						788,109						284,015						11,172,083
Kirk L. Perry						77,553,059						907,710						271,350						11,172,083
Mark T. Smucker						72,168,542						6,309,953						253,624						11,172,083
Jodi L. Taylor						76,731,767						1,740,267						260,085						11,172,083
Dawn C. Willoughby						77,335,447						1,135,260						261,412						11,172,083

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

Number of Votes
For						Against						Abstain						Broker Non-Votes
81,691,718						7,941,255						271,229						—

3.The shareholders approved, on an advisory basis, the Company’s executive compensation, as disclosed in the 2025 Proxy Statement. The votes on this proposal were as follows:

Number of Votes
For						Against						Abstain						Broker Non-Votes
73,039,845						5,239,631						452,643						11,172,083

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 18, 2025			By:			/s/ Jeannette L. Knudsen
						Name: Jeannette L. Knudsen
						Title: Chief Legal Officer and Secretary

3