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Item 9A. Controls and Procedures

2022-01-27 compared with 2021-01-28 · 41 added, 31 removed, 169 unchanged (30% of the section changed)

4 unchanged sentences

Internal Control over Financial Reporting

Management’s report on our internal control over financial reporting and the report of our Independent Registered Public Accounting Firm on internal control over financial reporting are included in our 2020 financial statements in Item 8 of this Report under the captions entitled “Report of Management” and "Report of Independent Registered Public Accounting Firm.” No change occurred in our “internal control over financial reporting” (as defined in Rule 13a-15(f)) during our last fiscal quarter which has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

During our fourth quarter of 2021, we migrated certain financial processing systems as part of our enterprise resource planning (ERP) replacement program which will enable us to accelerate the transformation of our ways of working and provide a scalable platform for growth.

We expect future migration of financial processing systems throughout all parts of our business over the course of the ERP replacement program through 2025.

In connection with these implementations and resulting business process changes, we continue to enhance the design and documentation of our internal control over financial reporting processes to maintain effective controls over our financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

4 unchanged sentences

EXECUTIVE COMPENSATION

Information responsive to this item is incorporated herein by reference to the sections titled “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Retirement Benefits,” “Non-Qualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the 2021 Proxy Statement.

Information responsive to this item is incorporated herein by reference to the sections titled “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation and Human Capital Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Retirement Benefits,” “Non-Qualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the 2022 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

25 unchanged sentences

333-104084 as filed with the Securities and Exchange Commission on March 28, 2003 .

Articles of Amendment to Charter of McCormick & Company, Incorporated dated April 2, 2021

Incorporated by reference from Exhibit 3 (i) of McCormick's Form 10-Q for the quar ter ended May 31, 2021 , File No.

1 -1 4 92 0 , as filed with the Securities and Exchange Commission on July 1 , 20 21 .

By-Laws of McCormick & Company, Incorporated Amended and Restated on November 26, 2019

1 unchanged sentence

1-14920, as filed with the Securities and Exchange Commission on November 26, 2019.

Exhibit Number Description

(4) Instruments defining the rights of security holders, including indentures

(i) See Exhibit 3 (Restatement of Charter and By-Laws)

Exhibit Number Description

(ii) Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended August 31, 2001, File No.

3 unchanged sentences

1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.

(iv) Form of 3.90% notes due 2021, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated July 5, 2011, File No.

1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.

(iv) Form of 2.70% notes due 2022, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated August 7, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(v) Form of 3.50% notes due 2023, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated August 14, 2013, File No.

2 unchanged sentences

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(vii) Form of 3.15% notes due 2024, incorporated by reference from Exhibit 4.3 of McCormick’s Form 8-K dated August 7, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(viii) Form of 3.25% notes due 2025, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated November 3, 2015, File No.

(vii) Form of 3.25% notes due 2025, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated November 3, 2015, File No.

1-14920, as filed with the Securities and Exchange Commission on November 6, 2015.

(ix) Form of 3.40% notes due 2027, incorporated by reference from Exhibit 4.4 of McCormick’s Form 8-K dated August 7, 2017, File No.

(viii) Form of 3.40% notes due 2027, incorporated by reference from Exhibit 4.4 of McCormick’s Form 8-K dated August 7, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(x) Form of 4.20% notes due 2047, incorporated by reference from Exhibit 4.5 of McCormick’s Form 8-K dated August 7, 2017, File No.

(ix) Form of 4.20% notes due 2047, incorporated by reference from Exhibit 4.5 of McCormick’s Form 8-K dated August 7, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(xi) Form of 2.50% Notes due 2030, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated April 13, 2020, File No.

(x) Form of 2.50% Notes due 2030, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated April 13, 2020, File No.

1-14920, as filed with the Securities and Exchange Commission on April 16, 2020.

(xii) Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xi) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(xi) Form of 0.90% Notes due 2026, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated February 11, 2021, File No.

1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.

(xii) Form of 1.85% Notes due 2031, incorporated by reference from Exhibit 4.3 of McCormick’s Form 8-K dated February 11, 2021, File No.

1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.

(xiii) Description of Securities of McCormick & Company, Incorporated .

Filed herewith

(10) Material contracts

1 unchanged sentence

1-14920, as filed with the Securities and Exchange Commission on October 14, 2003, and incorporated by reference herein.*

(ii) Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.*

Exhibit Number Description

(iii) The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No.

(ii) 2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2004, File No.

1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*

(iii) Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.*

(iv) The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No.

1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference herein , as amended by Amendment No.

1 unchanged sentence

1-14920, as filed with the Securities and Exchange Commission on January 28, 2009 .*

(iv) The Amended and Restated 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 14, 2019, File No.

(v) The Amended and Restated 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 14, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on February 14, 2019.*

(v) Form of Long-Term Performance Plan Agreement , incorporated by reference from Exhibit 10(vi) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

(vi) Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10(vi) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(vi) Form of Restricted Stock Units Agreement , incorporated by reference from Exhibit 10(vii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

(vii) Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(vii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(vii) Form of Restricted Stock Units Agreement for Directors , incorporated by reference from Exhibit 10(viii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

(viii) Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(viii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(viii) Form of Non-Qualified Stock Option Agreement , incorporated by reference from Exhibit 10(ix) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

(ix) Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(ix) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(ix) Form of Non-Qualified Stock Option Agreement for Directors , incorporated by reference from Exhibit 10(x) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

(x) Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(x) of McCormick’s Form 10-K for the fiscal year ended November 30, 2019, File No.

1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.

(x) Form of Stock Option Agreement for the Value Creation Acceleration Program , incorporated by reference from Exhibit 99.1 of McCormick’s Form 8-K, File No.

(xi) Form of Stock Option Agreement for the Value Creation Acceleration Program, incorporated by reference from Exhibit 99.1 of McCormick’s Form 8-K, File No.

1-14920, as filed with the Securities and Exchange Commission on December 3, 2020.

(xi) Form of Indemnification Agreement, incorporated by reference from Exhibit 10(xv) of McCormick’s Form 10-Q for the quarter ended February 28, 2014, File No.

(xii) Form of Indemnification Agreement, incorporated by reference from Exhibit 10(xv) of McCormick’s Form 10-Q for the quarter ended February 28, 2014, File No.

1-14920, as filed with the Securities and Exchange Commission on March 26, 2014.

(xii) Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K, File No.

(xiii) Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K, File No.

1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.

(xiii) Severance Plan for Executives, incorporated by reference from Exhibit 10(xix) of McCormick’s Form 10-Q for the quarter ended February 28, 2015, File No.

(xiv) Severance Plan for Executives, incorporated by reference from Exhibit 10(xix) of McCormick’s Form 10-Q for the quarter ended February 28, 2015, File No.

1-14920, as filed with the Securities and Exchange Commission on March 31, 2015 .*

(xiv) Term Loan Agreement, dated August 7, 2017, by among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K dated August 7, 2017, File No.

1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(21) Subsidiaries of McCormick

2 unchanged sentences

Filed herewith

Exhibit Number Description

(31) Rule 13a-14(a)/15d-14(a) Certifications Filed herewith

1 unchanged sentence

Kurzius, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Number Description

(ii) Certification of Michael R.

32 unchanged sentences

Principal Accounting Officer:

/s/ C HRISTINA M.

/s/ G REGORY P.

Vice President & Controller January 27, 2022

Chief Accounting Officer

Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, being a majority of the Board of Directors of McCormick & Company, Incorporated, on the date indicated:

52 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures