MCCORMICK & CO INC
For the period ended Nov 30, 2025. Filed Feb 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 30, 2025 · Filed Feb 18, 2026
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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 |
|---|
| 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 18, 2026As we move into 2026, we are operating from a position of strength, with a solid foundation, and a clear focus on sustainable, profitable growth. | I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders to be held on Wednesday, April 1, 2026 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 2025 fiscal year.At McCormick, flavor is more than what we make — it’s who we are. Our purpose is to make life more flavorful and as we strive to be the world’s most trusted source of flavor, we remain committed to driving top tier financial results while focusing on impact that matters for our business. 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. Flavor makes food exciting, satisfying, and personal and the global demand for it remains strong. With our strong brands, effective strategies, and continued investment, we remain well positioned to deliver sustainable growth and profitability.•Performance – McCormick’s performance in 2025 demonstrated the strength and resilience of our business. We delivered differentiated volume-led sales growth and navigated a challenging cost environment to achieve operating profit growth for the full year, all while continuing to invest to drive future growth. At the end of 2025, our Board of Directors authorized a 6.7% increase in the quarterly dividend continuing our long history of returning cash to stockholders.•People – For 136 years, McCormick’s success has been powered by our people—a testament to our enduring Power of People principle. Our global team’s passion, commitment, and creativity continue to bring the best in flavor to millions of consumers around the world. The strength of our culture, built on collaboration, respect, and purpose, remains a key driver of our performance and long-term success. McCormick’s Board of Directors and leadership team continue to direct our strategy and set our course for growth. We are pleased that Richard Dierker and Gavin Hattersley recently joined our Board of Directors. Maritza Montiel and Tony Vernon will be retiring from our Board as of the Annual Meeting. Maritza has served as a director since 2015, and Tony has served as a director since 2017, and we sincerely appreciate their contributions and service 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,
April 1, 2026
10:00 a.m. Eastern Time
Virtual Annual Meeting:
www.virtualshareholdermeeting.com/MKC2026
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 April 1, 2026, 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 2026 fiscal year;3.the approval, on a non-binding advisory basis, of McCormick’s Named Executive Officer compensation for fiscal 2025 (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 2026 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 18, 2026Jeffery D. SchwartzVice President, General Counsel & Secretary
The Board of Directors has fixed the close of business on January 5, 2026, 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/MKC2026. 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 2026 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/MKC2026.
| IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 1, 2026: The proxy statement and McCormick’s Annual Report on Form 10-K for the 2025 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/MKC2026. | 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 2025 | i |
| Executive Compensation and Performance Alignment Summary | i |
| Director Highlights | i |
| Selected Definitions | iii |
| Proxy Statement | 1 |
| General Information | 1 |
| Virtual Stockholder Meeting | 2 |
| Stock Ownership | 3 |
| Principal Stockholders | 5 |
| Corporate Governance | 6 |
| Corporate Governance Guidelines | 6 |
| Independence of Directors | 6 |
| Business Ethics | 7 |
| Purpose-Led Performance | 8 |
| Cybersecurity, Data Privacy, and AI | 10 |
| Insider Trading Policies and Procedures | 10 |
| Available Information | 10 |
| Directors | 11 |
| Executive Sessions of the Board of Directors | 11 |
| Communications with the Board of Directors | 11 |
| Process for Nominating Potential Director Candidates | 11 |
| Board Membership and Effectiveness | 11 |
| Board Leadership | 19 |
| Board Committees | 19 |
| Committee Membership and Meetings | 21 |
| Director Attendance at Meetings | 21 |
| Risk Oversight | 22 |
| Stock Ownership and Service on Other Boards | 24 |
| Compensation and Human Capital Committee Interlocks and Insider Participation | 24 |
| Compensation of Directors* | 24 |
| Proposal 1 - Election of Directors | 27 |
| Director Nominees | 27 |
| Required Vote of Stockholders | 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 2025 | 31 |
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| How We Determined Executive Compensation for Fiscal 2025 | 32 |
| Elements of Executive Compensation | 35 |
| Performance-Based Compensation and Risk | 40 |
| Compensation and Human Capital Committee Report | 42 |
| Executive Compensation Tables | 43 |
| Summary Compensation Table | 43 |
| Grants of Plan-Based Awards | 44 |
| Outstanding Equity Awards at Fiscal Year-End | 45 |
| Option Exercises and Stock Vested in Last Fiscal Year | 46 |
| Retirement Benefits | 46 |
| Non-Qualified Deferred Compensation | 47 |
| Potential Payments Upon Termination or Change in Control | 49 |
| CEO Pay Ratio Disclosure | 51 |
| Pay Versus Performance | 52 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 55 |
| Equity Compensation Plan Information | 56 |
| Report of Audit Committee | 57 |
| Fees of Independent Registered Public Accounting Firm | 58 |
| Audit Fees | 58 |
| Audit Related Fees | 58 |
| Tax Fees | 58 |
| All Other Fees | 58 |
| Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 59 |
| Required Vote of Stockholders | 59 |
| Proposal 3 - Advisory Vote on Executive Compensation | 60 |
| Required Vote of Stockholders | 60 |
| Delinquent Section 16(a) Reports | 61 |
| Other Matters | 61 |
| Additional Information | 61 |
| Voting Procedures | 61 |
| Householding of Annual Disclosure Documents | 62 |
| Stockholder Proposals for 2027 Annual Meeting | 62 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.