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 27, 2019
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
24 Schilling Road, Suite 1
Hunt Valley, Maryland
(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).
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 March 27, 2019, the Registrant’s stockholders approved an amendment to the Registrant’s 2013 Omnibus Incentive Plan (the “Plan”) at the 2019 Annual Meeting of Stockholders. A detailed description of the amendment was included in Registrant’s proxy statement for the 2019 Annual Meeting of Stockholders (the “2019 Proxy Statement”) filed with the Securities and Exchange Commission on February 14, 2019. A copy of the Plan, as amended and restated, is filed as Exhibit A to the 2019 Proxy Statement filed with the Securities and Exchange Commission on February 14, 2019.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 27, 2019, 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, 2019 was ratified, (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote, and (iv) an amendment to the Plan was approved. The proposals are described in detail in the 2019 Proxy Statement filed with the Securities and Exchange Commission on February 14, 2019. The final results for the votes regarding each proposal are set forth below.
1. Registrant’s stockholders elected ten 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
Freeman A. Hrabowski, III
Lawrence E. Kurzius
Michael D. Mangan
Maritza G. Montiel
Margaret M.V. Preston
Gary M. Rodkin
W. Anthony Vernon
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, 2019. 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 approved an amendment to the Plan. The votes regarding this proposal were as follows:
No other matters were submitted for stockholder action.
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 1, 2019
/s/ Jeffery D. Schwartz
Jeffery D. Schwartz
Vice President, General Counsel & Secretary