J M SMUCKER Co
For the period ended Aug 14, 2024. Filed Jun 28, 2024.
View on SEC.govAbout this filing
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.
Aug 14, 2024 · Filed Jun 28, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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 Pursuant to §240.14a-12 |
|---|
THE J. M. SMUCKER COMPANY
(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. |
|---|
June 28, 2024
Dear Fellow Shareholders,
As a shareholder in our Company, you are an important partner in our continued success. We are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, August 14, 2024. The meeting will be held virtually at 11:00 a.m. Eastern Time.
I am proud that we continued to build on the strong, consistent track record our business has delivered in fiscal year 2024. These results also represent an important validating moment for our organization. They reflect the success of the diligent work we have done to transform our organization over the past few years. Notably, we have reshaped our portfolio to create greater focus and prioritization supporting our commitment to establish leading positions in attractive categories; we enhanced our capabilities, including reshaping our marketing and sales functions to improve how we build brands consumers love; and we introduced our Transformation Office to formalize a collaborative approach to identifying and activating opportunities for value creation, operational efficiency, and cost savings to reinvest in the business.
For the fiscal year, net sales were $8.2 billion. Additional highlights of our fiscal year 2024 performance include:
| • | Full-year comparable net sales increased 8 percent, with volume/mix growth across all of our U.S. Retail segments and our International and Away From Home businesses; |
| • | Full-year adjusted earnings per share was $9.94*, reflecting a double-digit percentage increase versus the prior year; |
| • | On a full-year basis, free cash flow was $643 million*; and |
| • | Return of cash to shareholders through dividends was $438 million. |
In addition to delivering another fiscal year of strong financial results, we also took a transformational step supporting the long-term growth of our business with the acquisition of Hostess Brands.
The acquisition of Hostess Brands provides the Company with leadership in the highly attractive snacking market. In addition to the opportunity to serve as steward for the Hostess Brands portfolio, we are excited about the highly complementary capabilities of our businesses. The acquisition also increases confidence in delivering on our long-term financial goals by advancing our scale, profitability, and cash flow.
We are focused on continuing to build Hostess Brands into a snacking powerhouse by accelerating advertising of the brands; continuing to leverage the proven innovation engine; expanding distribution, including through our Away From Home channel; ensuring diligent revenue growth management; and driving enhanced presence ine-commerce.
With the addition of our Sweet Baked Snacks business, we further strengthen our leading portfolio and create new opportunities to serve consumers, support our ability to realize our financial aspirations, and ultimately create long-term shareholder value.
Continuing to Live our Purpose
We are inspired by our Purpose – “feeding connections that help us thrive – life tastes better together” and guided by our Thriving Together agenda, which allows us to sharpen our focus on the issues impacting the quality of life for people and pets, specifically around the need for Quality Food, Education, Equitable and Ethical Treatment, Community Resources, and a Healthier Planet.
With this foundation, we define success by our ability to grow our business and the positive impact we have on all those who count on it. And, with this standard in mind, I am pleased to share that fiscal year 2024 was a success for our organization and our partners. Here are a few highlights from this past year:
| • | We continued to support smallholder coffee farmers in key regions via partnerships with World Coffee Research, Hanns R. Neumann Stiftung (HRNS), TechnoServe, the U.S. Department of Agriculture (USDA), and Enveritas; |
| • | We expanded our partnership with Akron Children’s Hospital through its childhood literacy initiative with the launch of the Smucker’s Berry Good Reading Program; |
| • | As part of our corporate philanthropic commitments, we donated more than $1.5 million to key partners, including Feeding America, Greater Good – Rescue Bank, United Way, and American Red Cross, to address the needs of those in the communities where we live and work; |
| • | We celebrated our first-ever score of 100 on the Corporate Equality Index, a report published by the Human Rights Campaign which evaluates companies on equality and inclusion for LGBTQ+ employees; and |
| • | We stewarded resources and increased biodiversity through sustainable agriculture practices focused on soil health, conservation, reforestation, and pollinator health in partnership with National Fish and Wildlife Foundation, World Wildlife Fund, Reforest The Tropics and Pollinator Partnership, among others. |
In addition to these achievements, in reflection of our commitment to responsible business practices, we were recognized as one of the World’s Most Ethical Companies by Ethisphere and included in Newsweek’s listing of America’s Most Responsible Companies for the fifth year in a row.
Learn more about the progress we have made on these commitments by reviewing our public reporting including our 2023 Corporate Impact Report (inclusive of our disclosures based on the Sustainability Accounting Standards Board Food & Beverage standards and the recommendations set by the Task Force on Climate-related Financial Disclosures).
Recent Board Activity
During fiscal year 2024, we announced the election of Mercedes Abramo, Deputy Chief Commercial Officer for Cartier International SA, and Tarang Amin, Chairman and Chief Executive Officer of e.l.f. Beauty, Inc. to our Board of Directors. We are fortunate to have tremendous talent and diverse expertise across our Board to support the Company’s continued progress in executing our strategy. Mercedes and Tarang have been tremendous additions to our already strong Board, and I am excited to continue to work with all our directors to advance our organization in fiscal year 2025.
Fiscal Year 2025
To maintain progress on our strategy, it is important we continue to identify key priorities driving us forward. I have identified the following as our priorities for fiscal year 2025:
| • | First, deliver the core business, which includes a focus on growing volume, operating with excellence, and continuing to prioritize resources to our fastest growth opportunities; |
| • | Next, integrate and deliver on the acquired Hostess business, including the integration of systems and processes, achieving cost synergies and growth ambitions, and nurturing a unified culture as we expand our organization; |
| • | And third, achieve our transformation, cost discipline, and cash generation aspirations. |
With continued progress on our proven strategy, the sustained strength of our portfolio, and the continued ability of our employees to deliver with excellence, we are well positioned to realize success in fiscal year 2025 while continuing to support long-term shareholder value.
Thank you for your continued support of our Company.
Sincerely,
Mark T. Smucker | Chair of the Board, President, and Chief Executive Officer
| * | Please see Appendix A for a reconciliation of financial measures presented under generally accepted accounting principles in the United States (“GAAP”) to non-GAAP financial measures. |
|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 14, 2024 This Proxy Statement and the 2024 Annual Report are available at www.proxyvote.com
NOTICE OF
2024 ANNUAL MEETING OF SHAREHOLDERS
After careful consideration, the Board of Directors (the “Board”) of The J. M. Smucker Company (the “Company,” “we,” “us,” or “our”) has decided to hold the 2024 Annual Meeting of Shareholders (the “Annual Meeting of Shareholders” or the “Annual Meeting”) exclusively online, via a live audio-only webcast, in order to continue to provide expanded access, improved communication, and cost savings for shareholders.
DATE AND TIME
Wednesday, August 14, 2024 | 11:00 a.m. Eastern Time
LIVE WEBCAST
www.virtualshareholdermeeting.com/SJM2024
The Annual Meeting of Shareholders of the Company will be held for the following purposes:
| 1 | To elect as directors the ten nominees named in the Proxy Statement and recommended by the Board whose term of office will expire in 2025; |
| 2 | To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm (the “Independent Auditors”) for the 2025 fiscal year; |
| 3 | To approve, on a non-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials; and |
| 4 | To consider and act upon any other matter that may properly come before the Annual Meeting. |
Shareholders of record at the close of business on June 17, 2024, are entitled to vote at the Annual Meeting. All shareholders are invited to attend the virtual Annual Meeting.
Jeannette Knudsen |Chief Legal Officer and Secretary
Voting Methods:
| VIA THE INTERNET | BY MAIL | ||
|---|---|---|---|
| Visit www.proxyvote.com | Complete, sign, date, and return | ||
| and follow instructions | the enclosed proxy card | ||
| BY TELEPHONE | LIVE | ||
| Call toll-free (U.S. or Canada) | By attending the virtual Annual Meeting | ||
| 1-800-690-6903 | and voting | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.