J M SMUCKER Co
For the period ended Aug 13, 2025. Filed Jun 27, 2025.
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Aug 13, 2025 · Filed Jun 27, 2025
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please carefully read the entire Proxy Statement before voting.
2025 Annual Meeting of Shareholders
DATE AND TIME
Wednesday, August 13, 2025 | 12:00 p.m. Eastern Time
LIVE WEBCAST
WHO CAN VOTE
Shareholders of record at the close of business on June 16, 2025 are entitled to vote at the virtual Annual Meeting.
Voting Recommendations of the Board
| Proposal · Proposal Summary · Voting Recommendation · Page | |
|---|---|
| Election of the Board nominees named in this Proxy Statement with terms expiring at the 2026 Annual Meeting of Shareholders | 19 |
| Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2026 fiscal year | 37 |
| Advisory approval of the Company’s executive compensation | 38 |
Fiscal Year 2025 Performance Highlights
| * | For a reconciliation of adjusted earnings per share and free cash flow, see Appendix A. For a description of how we calculate adjusted earnings per share and free cash flow, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K, which can be found on our website at investors.jmsmucker.com. Our fiscal year 2025 performance was one of the key factors in the compensation decisions for the fiscal year, as more specifically discussed in the Compensation Discussion and Analysis section of this Proxy Statement. |
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Director Nominees
The following table provides summary information about each of our director nominees. If all of the director nominees arere-elected to the Board, the Board intends to appoint Jonathan Johnson III as the Lead Independent Director and to the Nominating, Governance, and Corporate Responsibility Committee (the “Nominating Committee”) immediately upon hisre-election.
| Director Since · Professional Background · Board Committees · Other Public Company Boards | |||||||
|---|---|---|---|---|---|---|---|
| Name · Age · AC* · CPC† · NGCR‡ | |||||||
| Mercedes Abramo | 55 | 2023 | Regional Chief Executive Officer for North America Ralph Lauren Corporation | — | — | ||
| Tarang Amin | 60 | 2023 | Chairman and Chief Executive Officer e.l.f. Beauty, Inc. | — | — | • e.l.f. Beauty, Inc. | |
| Susan Chapman-Hughes | 56 | 2020 | Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations, Global Commercial Services American Express Company | — | — | • Toast, Inc. | |
| Jay Henderson | 69 | 2016 | Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP | — | — | • Illinois Tool Works Inc. • Northern Trust Corporation | |
| Jonathan Johnson III | 59 | 2022 | Former Chief Executive Officer Overstock.com, Inc. (now known as Beyond, Inc.) | — | |||
| Kirk Perry | 58 | 2017 | Former President and Chief Executive Officer Circana, Inc. | — | — | • Kenvue, Inc. | |
| Mark Smucker | 55 | 2009 | Chief Executive Officer and Chair of the Board The J. M. Smucker Company | — | — | — | • Kimberly-Clark Corporation |
| Jodi Taylor | 62 | 2020 | Retired Chief Financial and Administrative Officer The Container Store Group, Inc. | — | — | • Mister Car Wash, Inc. | |
| Dawn Willoughby | 56 | 2017 | Former Executive Vice President and Chief Operating Officer The Clorox Company | — | — | • International Flavors and Fragrances, Inc. • TE Connectivity Ltd. | |
- Audit Committee† Compensation and People Committee‡ Nominating, Governance, and Corporate Responsibility Committee
Chair Financial Expert Independent Director Lead Independent Director Member
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CORPORATE RESPONSIBILITY
We believe success is driving business growth while helping those associated with our Company thrive. And, for more than 125 years, we have done just that. Our philosophy of corporate responsibility builds on the wisdom of our founder, Jerome Monroe Smucker, a deeply principled and forward-thinking man. For our Company, being responsible means doing the right thing for our consumers, customers, employees, suppliers, communities, and shareholders. Our commitment to being a good corporate citizen allows us to positively impact the lives of our employees and business partners, as well as the communities and planet we all share.
We are inspired by our Purpose, Feeding Connections That Help Us Thrive – Life Tastes Better Together. And we deliver on that Purpose through an established set of priorities.
Ending Food Insecurity
Building Strong Communities
Ensuring an Ethical and Responsible Supply Chain
Cultivating a Thriving Planet
Nurturing Happy Pets
Through this focused approach, we maximize our resources to make the most meaningful impact in the areas we are best equipped to support.
Corporate Responsibility Reporting
This year, we will issue our fifteenth public report on the progress we are making on our corporate responsibility commitments through our Corporate Impact Report. As part of this report, we will share an overview of our corporate responsibility initiatives and metrics, using the Sustainability Accounting Standards Board (SASB) Food & Beverage – Processed Foods and Non-Alcoholic Beverages industry standards, as well as how our efforts support select United Nations Sustainable Development Goals. Additionally, the Corporate Impact Report will detail how we evaluate and manage climate-related risks and opportunities in alignment with the recommendations set by the Task Force on Climate-Related Financial Disclosures (TCFD). Lastly, in fiscal year 2025, we issued our latest Employer Information Report EEO-1.
Corporate Responsibility Oversight
Our corporate responsibility journey has evolved over time to become more comprehensive across our business. Our Vice President, ESG, Deputy General Counsel, and Assistant Secretary (“Vice President and Deputy GC”) oversees the corporate responsibility function within the Company and is the executive sponsor of our Sustainability Steering Committee, which was established in 2006. The committee, which is chaired by our Director of Sustainability and is comprised of key leaders from various functional areas, leads our sustainability goalsetting efforts and monitoring of activities. Our Chief Legal Officer and Secretary (“Chief Legal Officer”) has the highest level of direct responsibility for corporate responsibility, governance, ethics, compliance, and enterprise risk management within the Company, and our Chief Financial Officer provides additional leadership and guidance for enterprise risk management.
We have continued to build and improve on our corporate responsibility efforts by expanding our Corporate Responsibility Governance Council, which consists of key leaders from various functional areas. The Corporate Responsibility Governance Council, together with certain members of our executive leadership team, is responsible for our evolving corporate responsibility strategy and efforts. Our Chief Legal Officer and our Vice President and Deputy GC, along with members of their teams who are on the Corporate Responsibility Governance Council, report on such activities to our executive leadership team, the Board, and the committees of the Board, which in turn provide further direction on the prioritization of activities and resources. The Nominating Committee assists the full Board and oversees our corporate responsibility program. In addition, and as noted below, the Compensation Committee holds our Chief Executive Officer responsible for achieving our corporate responsibility objectives.
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Corporate Responsibility Areas of Focus
Our corporate responsibility areas of focus include (i) environmental impact, (ii) employee impact, (iii) community impact, (iv) consumer impact, (v) supply chain impact, and (vi) governance and ethics.
Environmental Impact We are committed to improving the environmental footprint of our business through a dedication to delivering a more sustainable approach to our operations and value chain focusing on climate action, natural resource stewardship, and responsible sourcing and packaging. We have: Continued to work toward our environmental impact benchmarks, including our greenhouse gas emissions goals developed using the Science-Based Targets Initiative protocol; Maintained our commitment to conservation practices in partnership with the World Wildlife Fund, National Fish and Wildlife Foundation, Reforest the Tropics, and Pollinator Partnership; Continued to evaluate and implement more efficient production processes across our manufacturing footprint to support our environmental impact goals; and Supported renewable electricity through our two utility scale wind farm virtual power purchase agreements that match over 97% of our electricity usage.
Employee Impact We take proactive steps to support our employees’ physical, emotional, and financial needs. Notably, we: Conduct an employee engagement survey annually to provide an opportunity for open and confidential feedback from employees and to identify opportunities for improvement; Foster an environment of growth for our people and we support and challenge our employees to increase their knowledge, skills, and capabilities through all phases of their career; Provide market competitive pay and benefit programs which promote and foster the overall well-being of our employees, including introducing new benefits to help meet the evolving needs of our employees and their families; and Promote workforce health and safety through education and training, which is provided at all locations. These efforts resulted in our Company achieving a total recordable incident rate during fiscal year 2025 that was less than half of the average rate of our peer group.
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Community Impact We are passionate about supporting the communities where we live and work. Through our many partnerships, we understand the needs and support required in our local communities and leverage these relationships to make the necessary connections to offer critical assistance to those in need. Notably, we: Collaborate with our partners, including Feeding America and Greater Good, to help people and pets have access to quality food; Support community organizations, including the Red Cross and United Way, which provide critical disaster relief; and Empower employee volunteerism and financial donations, including offering our Company matching gift program to benefit key programs and initiatives specific to the communities where we live and work.
Consumer Impact We make consumers’ lives better by delivering food people and pets love. We recognize the opportunity to serve consumers is earned, and we are committed to maintaining that trust with every product we produce. We realized this by: Producing safe, quality food through our experienced Quality Assurance team in partnership with our Operations, Supply Chain, Procurement, and Contract Manufacturing teams; Maintaining a commitment to responsible marketing practices, including substantiating claims and not leveraging any media channel primarily targeting children 13 and under; and Helping ensure consumers have an understanding of the ingredients in our products through our labeling and brand web sites.
Supply Chain Impact We are committed to ensuring the sustainability of our supply chain while supporting those connected to it by supporting our suppliers’ ability to continuously deliver the quality ingredients used in our products. This supports livelihoods for our suppliers and their families, while ensuring we meet our expectation of ethical and responsible sourcing. This is realized by: Communicating our expectations with regard to labor practices and human rights, business integrity, responsible environmental practices, and reporting and enforcement standards through our Global Supplier Code of Conduct; Reinforcing our Animal Welfare Policy to reflect our commitment to not conduct or sponsor any harmful animal testing, our expectations for the humane treatment of animals in our supply chain, and our efforts to improve the lives of, and relationships with, our pets in the United States and Canada; Steadily expanding our Global Responsible Sourcing Program to drive positive impact across our supply chain through enhanced collaboration, including streamlining processes and engaging internal and external stakeholders; and Reinforcing our commitment to transparency through our Integrity Portal, an enhanced tool for employees and suppliers to anonymously report any concerns that may impact our commitments.
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Governance and Ethics
We place a strong focus on our governance practices and continually evaluate them, taking into consideration evolving expectations and the perspectives of our shareholders. Our Board operates with transparency and integrity as it oversees corporate governance practices that align with the interests of our shareholders.
Board Makeup
We consider the skills and expertise of our directors, along with our Board makeup, to facilitate having the right individuals to fulfill the Board’s responsibilities of strategic oversight, succession planning, compliance oversight, corporate responsibility oversight, cybersecurity oversight, and risk management. We regularly consider new director candidates, and we utilize the assistance of an external search firm to identify new potential candidates. In developing our director criteria, we considered feedback from our Board and management, input from key external advisors, and interviews with our investors. We believe that it is important to maintain the continuity of our Board by retaining long-tenured directors, while also adding new directors who provide new insights and bring different expertise and experiences to the Board. Since 2020, we have nominated five new directors who have contributed strong expertise and insights in the areas of strategy, marketing, sales, finance, supply chain, digital technology, e-commerce, people management, operations, innovation, risk management, and corporate responsibility matters.
In fiscal year 2023, Mark Smucker assumed the role of Chair of the Board, succeeding Richard Smucker, who served as Executive Chairman since 2016. This continuity of leadership, combined with the Board members’ deep knowledge of our Company and its strategic vision, product categories, innovation platforms, risks, and opportunities, positions the Board to continue to oversee our strategy and continue our long history of generating attractive returns for our shareholders.
We will continue to consider the appropriate timing for director rotations to encourage the appropriate mix of skills based on our strategic goals and challenges and to support a strong Board that provides differing perspectives and that yields better decisions.
To facilitate our director succession planning, in August 2022, we rotated and appointed new Committee members and chairs for the Audit Committee, Compensation Committee, and Nominating Committee (collectively, the “Committees”). In addition, we rotated certain Committee members in 2023 when Ms. Abramo and Mr. Amin joined our Board. We are focused on orienting new Committee members appropriately for their roles, and we will continue to provide ongoing education sessions for all our directors. We also encourage ongoing director education through outside resources in accordance with our Director Education Policy.
Following the annual meeting:
BOARD SIZE
9 directors Since 2025
BOARD REFRESHMENT
5 new directors Since 2020
BOARD DIVERSITY
4 of 9 are women 2 of 9 are racially or ethnically diverse
BOARD INDEPENDENCE
8 of 9 are independent
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Finally, we consider the ratio between independent andnon-independent directors and will have eight independent directors and onenon-independent director if our current director nominees are elected. Since 2015, we have reduced the number ofnon-independent directors from five members to one member. Thenon-independent director is a Smucker family member, and we will also have one Smucker family member serving as anon-voting Chairman Emeritus during fiscal year 2026. We believe that including Smucker family members strengthens our Board because of their deep knowledge of the Company, their commitment to the Company and our Basic Beliefs of Be Bold, Be Kind, Do the Right Thing, Play to Win, and Thrive Together (our“Basic Beliefs”), their passion for ensuring continued growth for the Company bearing their name, and their vested interest.
Risk Management
Our Company has always understood the importance of having strong compliance and enterprise risk management practices to protect our business and employees. In fact, Doing the Right Thing is one of our Basic Beliefsand is core to our culture. Over the past several years, we have taken a more formal approach to managing these two important areas and have expanded the compliance and enterprise risk functions to bring additional focus and visibility to our management and the Board. Our Vice President, Chief Ethics and Compliance Officer (“Chief Compliance Officer”) oversees this function. This independent function reports to the Chief Legal Officer and reports quarterly to the Audit Committee and annually to our Board. We believe that our Chief Compliance Officer possesses the necessary expertise and visibility within the organization to effectively develop and execute these programs, and she has developed strong relationships and trust with, as well as direct, independent access to, our Board and Audit Committee. Our Governance, Risk, and Compliance Committee, which is comprised of senior leaders from our officer leadership team, has completed its annual assessment of our enterprise risks. This assessment was led by our enterprise risk team with input from leadership and numerous cross-functional teams. Leaders within our organization have been assigned responsibility for each key risk identified, and we have developed a system for monitoring and reporting these risks to the Board and its Committees. Each Committee is assigned responsibility for specific risks which we have outlined in our Committee charters and which are further described in this Proxy Statement.
| OUR KEY GOVERNANCE PRACTICES | ||
| Market-standard proxy access No poison pill Annual election of all Directors Majority voting standard for all Directors One share, one vote Strong Board refreshment Regular rotation of Committee chairs and members Appointment of Lead Independent Director | Annual Board and Committee self-assessment evaluations Executive sessions of independent Directors are scheduled at the end of each regular Board and Committee meeting Directors have complete access to management Strategic, business, financial, and legal reviews provided at every Board meeting and enterprise risks, compliance, people, and cybersecurity reviewed annually | Annual advisory vote on executive compensation Independent compensation consultant Annual peer group compensation market assessment Annual compensation risk assessment Clawback policy Director and executive officer stock ownership guidelines No hedging and no pledging stock policies |
To learn more, we invite you to read about our corporate responsibility efforts on our website at www.jmsmucker.com
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Our People and Culture
We believe our employees are our most important asset. Our founder, Jerome Monroe Smucker, established a culture that puts people at the core of everything we do. Preserving the essence of that culture and ensuring the well-being of our employees remains a critical business priority and responsibility of the Board. This commitment continues to be guided by our Basic Beliefs and Our Commitment to Each Other, which provide guidance on how to bring these important values to life each day. By achieving this, we retain the unique culture that differentiates our Company and enables all employees to reach their full potential. The Board’s role includes ensuring that we continue to implement these beliefs, which support the growth, safety, and well-being of our employees and are essential to driving a successful and sustainable business.
We Value Your Feedback
As we head further into fiscal year 2026, one of the Board’s key areas of focus is an increased level of direct engagement with our shareholders. We understand that an ongoing and open line of communication on all matters is critical to your investment in the Company, including our operational and financial strategy, compliance, risk management, and corporate responsibility programs. We encourage you to share your views with us.
If you would like to write to us, you may do so by addressing your correspondence to:
| Corporate Secretary The J. M. Smucker Co. One Strawberry Lane Orrville, Ohio 44667 | You can also call our Shareholder Services number at 1-330-684-3838 |
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