SECURITIES & 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):
September 24, 2012
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
| Maryland | 001-14920 | 52-0408290 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 18 Loveton Circle Sparks, Maryland |
21152 | |||
| (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). |
Item 5.02(d) Election of New Director.
Effective September 24, 2012, the Board of Directors of the Registrant elected Jacques Tapiero to the Board of Directors of the Registrant. Mr. Tapiero became a member of the Audit Committee on the same date.
Mr. Tapiero is the Senior Vice President, and President, Emerging Markets, of Eli Lilly and Company.
There are no arrangements or understandings between Mr. Tapiero and any other persons pursuant to which Mr. Tapiero was selected as a director.
Mr. Tapiero will participate in the compensation arrangements for non-executive directors described on pages 15 and 16 of the Registrant’s Definitive Proxy Statement that was filed with the Securities and Exchange Commission on February 16, 2012.
There have been no transactions, nor are there any currently proposed transactions, to which the Registrant was or is to be a party and with which Mr. Tapiero or any member of his immediate family had, or will have, a direct or indirect material interest.
Furnished with this Form 8-K as Exhibit 99.1 is a copy of the press release labeled “McCormick appoints Jacques Tapiero to Board of Directors.”
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The exhibit to this report is listed in Item 5.02(d) above and in the Exhibit Index that follows the signature line.
SIGNATURES
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: September 26, 2012 | By: | /s/ W. Geoffrey Carpenter | ||||
| W. Geoffrey Carpenter | ||||||
| Vice President, General Counsel & Secretary | ||||||
| Exhibit |
Exhibit Description | |
| 99.1 | Copy of the press release labeled “McCormick appoints Jacques Tapiero to Board of Directors.” | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
McCormick appoints Jacques Tapiero to Board of Directors
SPARKS, MD, SEPTEMBER 26, 2012 — McCormick & Company, Incorporated (NYSE:MKC) today announced that Jacques Tapiero, Senior Vice President and President, Emerging Markets for Eli Lilly and Company (NYSE: LLY), has been appointed to the Board of Directors of McCormick effective September 24, 2012.
Mr. Tapiero has led Lilly’s emerging markets business unit since 2009 and brings more than 25 years of international business experience from the innovation-driven pharmaceutical company based in Indianapolis, IN. Currently, he leads the company’s business strategy in many of the world’s fastest-growing markets, such as China, Russia, Brazil, Mexico, South Korea and Turkey. He is a member of Lilly’s executive committee.
Previously, Mr. Tapiero served as president of the intercontinental region for Lilly, which comprised offices in Asia, Australia, African and Middle East countries, Canada, Latin America and Russia. Prior to this role, Mr. Tapiero has served as president and general manager for both Lilly France and Lilly Brazil, as well as managing director of Lilly Sweden. He has held several sales and finance positions in Indianapolis, France, Sweden and Switzerland since joining Lilly in 1983.
Alan D. Wilson, Chairman, President & CEO of McCormick commented, “We are extremely pleased to have Mr. Tapiero join our Board. His broad business experience and extensive global background will bring our Board meaningful insight and expertise as we continue the global growth of our business.”
Mr. Tapiero was born in Morocco and is a Swiss citizen. He obtained MBA degrees from the Ecole Superieure de Commerce at Clermond Ferrand in France and from the American Graduate School of International Management, Glendale, Arizona.
About McCormick
McCormick & Company, Incorporated is a global leader in flavor. With more than $3.5 billion in annual sales, the company manufactures, markets and distributes spices, seasoning mixes, condiments and other flavorful products to the entire food industry – retail outlets, food manufacturers and foodservice businesses.
Every day, no matter where or what you eat, you can enjoy food flavored by McCormick. McCormick Brings Passion to Flavor™.
To learn more please visit us at www.mccormickcorporation.com.
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For information contact:
Corporate Communications:
Lori Robinson (410) 527-6004 or lori_robinson@mccormick.com