Document
false0000063754 0000063754 us-gaap:NonvotingCommonStockMember 2020-04-01 2020-04-01 0000063754 us-gaap:CommonStockMember 2020-04-01 2020-04-01 0000063754 2020-04-01 2020-04-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):

April 1, 2020


McCormick & Co Inc
`
(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
MD
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


Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On April 1, 2020, 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, 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 2020 Proxy Statement filed with the Securities and Exchange Commission on February 14, 2020. 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
6,020,754
111,247
40,354
1,640,651
Michael A. Conway
6,034,912
97,041
40,402
1,640,651
Freeman A. Hrabowski, III
     6,016,261
       99,323
56,771
1,640,651
Lawrence E. Kurzius
6,051,271
72,459
48,625
1,640,651
Patricia Little
6,066,724
65,331
40,300
1,640,651
Michael D. Mangan
6,018,016
113,062
41,277
1,640,651
Maritza G. Montiel
6,070,864
60,942
40,549
1,640,651
Margaret M.V. Preston
6,030,855
100,227
41,273
1,640,651
Gary M. Rodkin
5,969,542
162,060
40,753
1,640,651
Jacques Tapiero
6,066,295
65,144
40,916
1,640,651
W. Anthony Vernon
6,066,897
63,583
41,875
1,640,651





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, 2020. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
7,697,714

90,892

24,400

(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
5,919,546

              166,511
86,298

1,640,651



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).






 
 
 
 
 
     McCORMICK & COMPANY, INCORPORATED
 
 
 
Date:April 3, 2020
By:
 
/s/    Jeffery D. Schwartz        
 
 
 
Jeffery D. Schwartz
 
 
 
Vice President, General Counsel & Secretary