false000006375400000637542025-03-262025-03-260000063754us-gaap:CommonStockMember2025-03-262025-03-260000063754us-gaap:NonvotingCommonStockMember2025-03-262025-03-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Maryland | 001-14920 | 52-0408290 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | |
| 24 Schilling Road | Suite 1 | |
| Hunt Valley | Maryland | 21031 |
| (Address of principal executive offices) | (Zip Code) |
| | | | | | | | |
| 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).
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 Stock | MKC-V | New York Stock Exchange |
| Common Stock Non-Voting | MKC | 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. ☐
EXPLANATORY NOTE
McCormick & Company, Incorporated (the “Registrant”) filed a Current Report on Form 8-K on March 27, 2025, (the “Original 8-K”) to report the voting results of the Registrant’s 2025 Annual Meeting of Stockholders. This Amendment to the Original 8-K is filed solely to correct submission errors that inadvertently resulted in some figures in the vote tables in the Original 8-K being incorrect. Item 5.07 of the Original 8-K is hereby restated as shown below.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 26, 2025, 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, 2025, was ratified, and (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote. The proposals are described in detail in the Registrant's Proxy Statement. 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:
| | | | | | | | | | | | | | |
| For | Against | Abstained | Broker Non-Votes |
| Anne L. Bramman | 8,169,138 | 88,614 | 30,283 | 3,974,311 |
| Michael A. Conway | 7,846,671 | 410,582 | 30,782 | 3,974,311 |
| Brendan M. Foley | 8,177,560 | 97,900 | 12,575 | 3,974,311 |
| Michael D. Mangan | 7,842,841 | 414,642 | 30,552 | 3,974,311 |
| Maritza G. Montiel | 8,157,801 | 97,971 | 32,263 | 3,974,311 |
| Margaret M.V. Preston | 7,835,671 | 420,433 | 31,931 | 3,974,311 |
| Gary Rodkin | 7,963,647 | 291,438 | 32,950 | 3,974,311 |
| Valarie L. Sheppard | 8,161,770 | 94,002 | 32,263 | 3,974,311 |
| Jacques Tapiero | 8,169,441 | 88,099 | 30,495 | 3,974,311 |
| Terry S. Thomas | 8,168,998 | 88,021 | 31,016 | 3,974,311 |
| W. Anthony Vernon | 7,969,195 | 288,427 | 30,413 | 3,974,311 |
| | | | |
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, 2025. The votes regarding this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 12,115,971 | 135,700 | 10,675 | 0 |
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:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 7,834,077 | 162,008 | 291,950 | 3,974,311 |
No other matters were submitted for stockholder action.
Exhibit Number Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document).
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: March 28, 2025 | By: | | /s/ Jeffery D. Schwartz |
| | | Jeffery D. Schwartz |
| | | Vice President, General Counsel & Secretary |