SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 29, 2017
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
18 Loveton Circle
(Address of principal executive offices)
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).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 29, 2017, 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, 2017 was approved, (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote, and (iv) an advisory vote was taken on the frequency of future advisory stockholder votes on executive compensation. The proposals are described in detail in the Registrant’s proxy statement for the 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 16, 2017. 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:
Michael A. Conway
J. Michael Fitzpatrick
Freeman A. Hrabowski, III
Lawrence E. Kurzius
Michael D. Mangan
Maritza G. Montiel
Margaret M.V. Preston
Alan D. Wilson
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, 2017. The votes regarding this proposal were as follows:
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:
4. Registrant’s stockholders voted, on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:
Votes for Three Years
Votes for Two Years
Votes for One Year
In accordance with the voting results for Proposal 4, in which the choice receiving the highest number of votes was “One Year,” the Registrant’s Board of Directors has determined that future stockholder advisory (non-binding) votes on executive compensation will be held every year. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at the Registrant’s 2018 Annual Meeting of Stockholders.
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, 2017
/s/ Jeffery D. Schwartz
Jeffery D. Schwartz
Vice President, General Counsel & Secretary