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J M SMUCKER Co

For the period ended Aug 13, 2025. Filed Jun 27, 2025.

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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.

Aug 13, 2025 · Filed Jun 27, 2025

SJM$130.55-2.0%Stored close · as of Nov 6, 2026
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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 27, 2025

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 13, 2025. The meeting will be held virtually at 12:00 p.m. Eastern Time.

I am proud of the work put forward this past fiscal year to deliver the business and make progress on our strategy. Achieving these goals requires us to execute to the very best of our abilities every single day; to be willing to make the tough decisions; and to identify improvement opportunities and act on them decisively. By delivering on these commitments, we have evolved into a leading consumer goods company with a portfolio of brands consumers love. And, through our employees’ unwavering dedication to these commitments in what remains a dynamic operating environment, we have delivered positive results and shareholder value in fiscal year 2025.

Fiscal Year 2025 Performance Summary

Total net sales of $8.7 billion, an increase of 7 percent versus the prior year;

Achieved approximately $75 million in cost synergies related to the Hostess Brands acquisition;

Adjusted earnings per share was $10.12*, an increase of 2 percent versus the prior year;

Free cash flow was $817 million*, an increase of $174 million versus the prior year; and

Return of cash to shareholders through dividends was $455 million.

In addition to the strength of our fiscal year 2025 performance, we remain well-positioned to continue deliveringtop- and bottom-line growth. This is based on the continued strength of our legacy business, which accounts for approximately 85 percent of our net sales and is delivering strong results; our confidence in the Hostess® brand and the decisive strategy we have put in place to stabilize and then return it to net sales growth; and the progress of our Transformation, cost discipline, and cash generation objectives, which will enable our ambition to generate over $1 billion in free cash flow annually.

I am confident that with the foundation of our focused strategy, our portfolio ofin-demand brands, and our talented workforce, we will continue to make progress on our goal of long-term sustainable growth and increasing shareholder value.

Delivering on Our Purpose

As a values-based Company, we recognize our goals are broader than simply delivering a strongtop- and bottom-line. And, as we consider our fiscal year 2025 performance, a critical area we evaluate is how we delivered on our Purpose: “Feeding Connections That Help Us Thrive – Life Tastes Better Together.”

To help us bring our Purpose to life, we are focused on maximizing the positive role we can play in our communities. Our employees and partners once again did an incredible job of supporting all those who count on our business this past year. Here are a few highlights:

Donated more than $10 million to over 100 philanthropic partners, including local foodbanks, Feeding America®, Greater Good Charities – Rescue Bank, United Way®, and the American Red Cross®.

Extended our commitment to smallholder coffee farmers through ongoing work with strategic partners, including World Coffee Research, Hanns R. Neumann Stiftung, TechnoServe, Seeds for Progress, Equal Origins, and the U.S. Department of Agriculture.

Expanded our partnership with Akron Children’s Hospital and its Reach Out and Read childhood literacy campaign through the launch of the Smucker’s Berry Good Reading program.

Continued to leverage strategic partnerships to amplify our commitment to supporting a healthier planet, including celebrating the first full year of operation of the Sunflower Wind Farm, which brought more clean electricity to the grid, with our partner, Ørsted; and extending our work with National Fish and Wildlife Foundation, World Wildlife Fund, Reforest the Tropics and Pollinator Partnership to increase biodiversity through sustainable agricultural practices.

Maintained an unwavering focus on acting ethically and responsibly throughout our business. We were proud to once again be recognized by Ethisphere as one of the World’s Most Ethical Companies for continuing to deliver on this commitment.

We look forward to continuing to deliver on our Purpose and thriving together with all those who count on our business in fiscal year 2026.

Fiscal Year 2026

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 2026.

First, we will accelerate organic growth by investing in our leading brands, growing share with our strategic customers, and effectively navigating the external environment.

Second, we will embed transformation in our everyday mindset through a continued focus on safety, quality, reliability, and cost; integrating savings to drive investment in our brands; and aspiring to generate at least $1 billion in free cash flow while paying quarterly dividends and reducing overall debt.

And, we will foster a ‘Be Bold’ mindset by accelerating our pace of change to maintain our competitive edge, enabling greater speed and agility across the organization, and driving for simplicity in our processes.

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 2026 while continuing to support long-term shareholder value.

Thank you for your continued support of our Company.

Sincerely,

Mark T. Smucker | Chief Executive Officer and Chair of the Board

*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 13, 2025 This Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com

NOTICE OF

2025 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 2025 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 13, 2025 | 12:00 p.m. Eastern Time

LIVE WEBCAST

www.virtualshareholdermeeting.com/SJM2025

The Annual Meeting of Shareholders of the Company will be held for the following purposes:

1To elect as directors the nine nominees named in the Proxy Statement and recommended by the Board whose term of office will expire in 2026;
2To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm (the “Independent Auditors”) for the 2026 fiscal year;
3To approve, on a non-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials; and
4To 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 16, 2025, 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 INTERNETBY MAIL
Visit www.proxyvote.comComplete, sign, date, and return
and follow instructionsthe enclosed proxy card
BY TELEPHONELIVE
Call toll-free (U.S. or Canada)By attending the virtual Annual Meeting
1-800-690-6903and voting
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.