MCCORMICK & CO INC
For the period ended Nov 30, 2024. Filed Feb 13, 2025.
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Nov 30, 2024 · Filed Feb 13, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
McCORMICK & COMPANY, INCORPORATED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
McCORMICK & COMPANY, INCORPORATED
| Brendan M. FoleyChairman, President and Chief Executive Officer February 13, 2025“McCormick is flavor. It is our history, and it is our future. We are building on a strong foundation and are well positioned to drive continued success and build stockholder value with our proven strategies and growth initiatives.” | I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders to be held on Wednesday, March 26, 2025 at 10:00 a.m. Eastern Time, which will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically.Prior to the meeting, I encourage you to review the Company’s Annual Report to Stockholders for the 2024 fiscal year.At McCormick, we envision a world united by flavor where healthy, sustainable, and delicious go hand in hand. We are committed to driving top tier financial results while doing what’s right for people, communities, and the planet. With our overarching focus on growth, performance, and people, we are confident we will continue to build long-term stockholder value.•Growth – McCormick is a global leader in flavor. We do not compete for calories, we flavor them. As the demand for flavor is strong, our opportunities grow no matter where calories shift, representing a point of differentiation from our peers. We are intentionally focused in great categories across both of our segments, and are uniquely positioned to leverage the scale, insights, and technology from both of our segments as well as our culinary heritage to drive meaningful, sustainable growth. •Performance – 2024 was an important year for McCormick, in which we built momentum and strengthened our leadership and differentiation, returning to quality volume-led growth. Our strategic investments in core categories enabled us to drive positive volume growth, expand our margins, and deliver robust earnings growth. At the end of 2024, our Board of Directors authorized a 7.1% increase in the quarterly dividend continuing our long history of returning cash to stockholders.•People – Our high-performance, people-first culture is rooted in our shared values, where mutual respect, collaboration, and variety of experience enable us to tackle challenges, spot opportunities, and execute with confidence and agility. It is the dedication of our employees around the world whose passion and commitment continue to fuel our momentum into 2025. McCormick’s Board of Directors and leadership team continue to direct our strategy and set our course for growth. We are pleased that Valarie Sheppard, the former Executive Vice President, Controller and Treasurer of The Procter & Gamble Company joined our Board of Directors in 2024. Lawrence Kurzius and Patricia Little will be retiring from our Board as of the Annual Meeting. Patricia has served as a director since 2010, and we sincerely appreciate her contributions and service. Lawrence is our former President and Chief Executive Officer, and most recently Executive Chairman of the Board. We thank Lawrence for his long and significant contributions to the Company.Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote your shares via the internet, by telephone, or, for stockholders who have requested to receive paper copies of the proxy materials, by signing and returning the proxy card so that your shares are represented at the meeting.Thank you for your continued confidence in our Company. We look forward to your participation at the meeting. |
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Best regards,
March 26, 2025
10:00 a.m. Eastern Time
Virtual Annual Meeting:
www.virtualshareholdermeeting.com/MKC2025
NOTICE
of Annual Meeting of Stockholders
The Annual Meeting of Stockholders (the “Annual Meeting”) of McCormick & Company, Incorporated (“McCormick”) will be held in a virtual meeting format only at 10:00 a.m. Eastern Time on March 26, 2025, for the purpose of considering and acting upon:1.the election of directors from the nominees named in the proxy statement to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;2.the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of McCormick to serve for the 2025 fiscal year;3.the approval, on a non-binding advisory basis, of McCormick’s Named Executive Officer compensation for fiscal 2024 (a “say-on-pay” vote); and4.any other matters that may properly come before such meeting or any adjournments thereof.The proxy statement accompanying this Notice of 2025 Annual Meeting of Stockholders describes each of these items in detail and contains other important information that you should read and consider before you vote.February 13, 2025Jeffery D. SchwartzVice President, General Counsel & Secretary
The Board of Directors has fixed the close of business on December 31, 2024, as the record date (the “Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. Only holders of Common Stock (NYSE: MKC.V) are entitled to vote. Holders of Common Stock Non-Voting (NYSE: MKC) may not vote but are welcome to virtually attend the Annual Meeting atwww.virtualshareholdermeeting.com/MKC2025. You may view the Annual Meeting by registering as a guest with your name and email address, but if you want to ask questions and/or vote at the Annual Meeting then you will also need to enter the control number found on your Notice of Internet Availability, proxy card, or voting instruction form.
McCormick is furnishing proxy materials to its stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, unless otherwise requested, each of McCormick’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, our proxy card, and our Annual Report on Form 10-K. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage.
Please vote your proxy promptly by internet, telephone or by mail as directed on the proxy card in order that your stock may be voted at the Annual Meeting.
You may revoke your proxy at any time before it is voted by submitting a later dated proxy card or by subsequently voting via internet or telephone or by attending the Annual Meeting virtually and voting using the instructions provided atwww.virtualshareholdermeeting.com/MKC2025.
| IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 26, 2025: The proxy statement and McCormick’s Annual Report on Form 10-K for the 2024 fiscal year are available at www.proxyvote.com. These materials are also available on McCormick’s Investor Relations website at ir.mccormick.com under “Investor Resources.” Whether or not you plan to attend the Annual Meeting, we strongly encourage you to vote your shares by proxy prior to the meeting over the internet or by as described in those materials. | ||
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| By InternetPrior to the Annual Meeting, vote your shares online at www.proxyvote.com. During the Annual Meeting, vote your shares online at www.virtualshareholder meeting.com/MKC2025. | By TelephonePrior to the Annual Meeting, vote your shares by calling 1-800-690-6903. | By Mailing Your Proxy Card If you have requested to receive paper copies of the proxy materials, vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. |
Table of Contents
| Proxy Summary | i |
|---|---|
| Select Business Highlights for 2024 | i |
| Executive Compensation and Performance Alignment Summary | i |
| Director Highlights | ii |
| Selected Definitions | iv |
| Proxy Statement | 1 |
| General Information | 1 |
| Virtual Stockholder Meeting | 2 |
| Principal Stockholders | 3 |
| Corporate Governance | 4 |
| Corporate Governance Guidelines | 4 |
| Independence of Directors | 4 |
| Business Ethics | 5 |
| Purpose-led Performance | 6 |
| Cybersecurity and Data Privacy | 8 |
| Insider Trading Policies and Procedures | 8 |
| Available Information | 8 |
| Directors | 9 |
| Executive Sessions of the Board of Directors | 9 |
| Communications with the Board of Directors | 9 |
| Process for Nominating Potential Director Candidates | 9 |
| Board Membership and Effectiveness | 9 |
| Board Leadership | 17 |
| Board Committees | 17 |
| Committee Membership and Meetings | 19 |
| Director Attendance at Meetings | 19 |
| Risk Oversight | 20 |
| Stock Ownership and Service on Other Boards | 22 |
| Compensation and Human Capital Committee Interlocks and Insider Participation | 22 |
| Compensation of Directors | 23 |
| Proposal 1 - Election of Directors | 25 |
| Director Nominees | 25 |
| Required Vote of Stockholders | 25 |
| Director Nominees | 26 |
| Executive Officers | 27 |
| Named Executive Officers | 27 |
| Compensation of Executive Officers | 28 |
| Compensation Discussion and Analysis | 28 |
| Introduction | 28 |
| Executive Summary | 28 |
| Our Executive Compensation Philosophy and Practices | 29 |
| Overview of Our Executive Compensation Program for Fiscal 2024 | 31 |
|---|---|
| How We Determined Executive Compensation for Fiscal 2024 | 33 |
| Elements of Executive Compensation | 35 |
| Performance-Based Compensation and Risk | 42 |
| Compensation and Human Capital Committee Report | 44 |
| Executive Compensation Tables | 45 |
| Summary Compensation Table | 45 |
| Grants of Plan-Based Awards | 47 |
| Outstanding Equity Awards at Fiscal Year-End | 48 |
| Option Exercises and Stock Vested in Last Fiscal Year | 50 |
| Retirement Benefits | 50 |
| Non-Qualified Deferred Compensation | 52 |
| Potential Payments Upon Termination or Change in Control | 54 |
| CEO Pay Ratio Disclosure | 56 |
| Pay Versus Performance | 57 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 61 |
| Equity Compensation Plan Information | 62 |
| Report of Audit Committee | 63 |
| Fees of Independent Registered Public Accounting Firm | 64 |
| Audit Fees | 64 |
| Audit Related Fees | 64 |
| Tax Fees | 64 |
| All Other Fees | 64 |
| Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 65 |
| Required Vote of Stockholders | 65 |
| Proposal 3 - Advisory Vote on Executive Compensation | 66 |
| Required Vote of Stockholders | 66 |
| Delinquent Section 16(a) Reports | 67 |
| Other Matters | 67 |
| Additional Information | 67 |
| Voting Procedures | 67 |
| Householding of Annual Disclosure Documents | 68 |
| Stockholder Proposals for 2026 Annual Meeting | 68 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.