UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Amendment No. )*
McCORMICK & COMPANY, INCORPORATED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
579780206
(CUSIP Number)
Jeffery D. Schwartz
c/o McCormick & Company, Incorporated
24 Schilling Road, Suite 1
Hunt Valley, Maryland 21031
(410) 771-7301
with a copy to:
Alan L. Dye
C. Alex Bahn
Hogan Lovells US LLP
555 13th Street, NW
Washington, DC 20004
202-637-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO.
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579780206
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Lawrence E. Kurzius
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF/OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER *
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502,302
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8
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SHARED VOTING POWER *
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-0-
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SOLE DISPOSITIVE POWER *
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502,302
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10
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SHARED DISPOSITIVE POWER *
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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502,302
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *
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5.2%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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* See Item 5.
Item 1. Security and Issuer
The title and class of equity securities to which this Schedule 13D relates is Common Stock (the “Common Stock”) of McCormick & Company, Incorporated, a Maryland corporation (the “Issuer”). The
address of the principal executive offices of the Issuer is 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031.
Item 2. Identity and Background
(a) This statement is being filed by Lawrence E. Kurzius (the “Reporting Person”), individually.
(b) The business address of the Reporting Person is 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031.
(c) The Reporting Person's present principal occupation is Chairman of the Board, President and Chief Executive Officer of the Issuer.
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person is an executive officer of the Issuer and, in addition to compensation in cash, receives compensation in the form of shares of Common Stock of the Issuer pursuant to stock options, restricted shares of Common Stock and
other equity awards granted pursuant to the terms of the Issuer’s equity compensation plans.
Item 4. Source and Amount of Funds or Other Consideration
See Item 3 above.
The Reporting Person does not have any current plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, the Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his ownership of the shares of Common Stock he now owns and to take such actions as he
deems appropriate in light of the circumstances including, without limitation, to acquire additional shares of Common Stock or to dispose of, in any manner permitted by law, all or a portion of the Common Stock which he now owns or may
hereafter acquire.
Item 5. Interest in Securities of the Issuer
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(a)
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As of the date hereof, the Reporting Person beneficially owns, in aggregate, 502,302 shares of Common Stock, representing 5.2% of the Issuer’s outstanding shares, which includes 388,408
shares of Common Stock which could be acquired within 60 days of January 21, 2020 pursuant to the exercise of stock options and vesting of restricted stock units.
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(b)
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Number of shares to which such person has:
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(i)
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Sole power to vote or direct the vote: 502,302
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: 502,302
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(iv)
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Shared power to dispose or direct the disposition: -0-
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(c)
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The Reporting Person has effected no transactions in the Common Stock of the Issuer within the past sixty days, except (1) on January 20, 2020, the Issuer awarded the Reporting Person
14,384 shares of Common Stock pursuant to the Issuer’s Long-Term Incentive Program (LTIP) for the three year performance cycle beginning on December 1, 2016 and ending on November 30, 2019, and (2) on November 27, 2019, the Reporting person
received 14,020 shares of Common Stock upon the vesting of restricted stock units granted on November 27, 2018, of which 6,720 shares were withheld for taxes.
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(d)
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No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock
beneficially owned by the Reporting Person.
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Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 29, 2020
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Lawrence E. Kurzius
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By:
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/s/ Lawrence E. Kurzius
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