OTHER INFORMATION
−Removed: Effective June 28, 2022, the Board of Directors of McCormick & Company, Incorporated (the “Company”) amended the Company’s 2022 Omnibus Incentive Plan (the “Plan”) to change the methodology by which limits on grants of stock options, stock appreciation rights, restricted stock, restricted stock units or unrestricted stock to any individual grantee during a calendar year are calculated.
−Removed: As amended, the Plan now provides that annual individual grants of each award type are limited to no more than one percent of the issued and outstanding shares of the Company’s common stock and common stock non-voting on November 30 of the calendar year immediately preceding the date of grant of the award.
−Removed: The amendment is intended to make the award limits in the Plan consistent with the Company’s prior 2013 Omnibus Incentive Plan.
−Removed: The amendment does not alter the overall number of shares of common stock reserved for issuance under the Plan.
−Removed: The foregoing description of the amending is qualified in its entirety by reference to Amendment No.
−Removed: 1 to the plan, which is an Exhibit to this report and incorporated by reference herein.
The following exhibits are attached or incorporated herein by reference:
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1-14920, as filed with the Securities and Exchange Commission on August 11, 2017 .
−Removed: (vi) 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.
−Removed: 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017 .
−Removed: (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.
+Added: (vi) 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.
−Removed: (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.
+Added: (vii) 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.
−Removed: (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.
+Added: (viii) 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.
−Removed: (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.
+Added: (ix) 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.
−Removed: (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.
+Added: (x) 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.
−Removed: (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.
+Added: (xi) 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.
−Removed: (xiii) Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xiii) of McCormick's Form 10-K for the fiscal year ended November 30, 2021, File No.
+Added: (xii) Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xiii) of McCormick's Form 10-K for the fiscal year ended November 30, 2021, File No.
1-14920, as filed with the Securities and Exchange Commission on January 27, 2022 .
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1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.*
−Removed: (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
−Removed: February 20, 2008, File No.
+Added: (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.
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(vii) Amendment No.
−Removed: 1 to the 2022 Omnibus Incentive Plan Filed herewith
−Removed: (viii) Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10( i) of McCormick's Form 8 -K /A , as am ended, dated March 30, 2022 , File No.
+Added: 1 to the 2022 Omnibus Incentive Plan is incorporated by reference from Exhibit 10(vii) of McCormick's Form 10-Q for the quarter ended May 31, 2022, File No.
+Added: 1-14920, as filed with the Securities and Exchange Commission on June 29, 2022.*
+Added: (viii) Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10(i) of McCormick's Form 8-K/A, as amended, dated March 30, 2022, File No.
1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
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1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
−Removed: (x) Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10( iii) of McCormick's Form 8 -K /A , as ame nded, dated March 30, 20 22 , File No.
+Added: (x) Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(iii) of McCormick's Form 8-K/A, as amended, dated March 30, 2022, File No.
1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
−Removed: (xi) Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(i v ) of McCormick's Form 8 -K /A , as amended, dated March 30, 20 22 , File No.
+Added: (xi) Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(iv) of McCormick's Form 8-K/A, as amended, dated March 30, 2022, File No.
1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: (101) The following financial information from the Quarterly Report on Form 10-Q of McCormick for the quarter ended May 31, 2022, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):
+Added: (101) The following financial information from the Quarterly Report on Form 10-Q of McCormick for the quarter ended August 31, 2022, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):
(i) Condensed Consolidated Balance Sheet;
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and (vi) Notes to the Condensed Consolidated Financial Statements.
−Removed: (104) Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of McCormick for the quarter ended May 31, 2022, files electronically herewith, included in the Exhibit 101 inline XBRL Document Set.
+Added: (104) Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of McCormick for the quarter ended August 31, 2022, files electronically herewith, included in the Exhibit 101 inline XBRL Document Set.
* Management contract or compensatory plan or arrangement.
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McCORMICK & COMPANY, INCORPORATED
−Removed: June 29, 2022 By:
+Added: October 6, 2022 By:
/s/ Michael R.
Executive Vice President & Chief Financial Officer
−Removed: June 29, 2022 By:
+Added: October 6, 2022 By:
/s/ Gregory P.
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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.