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Item 9A. Controls and Procedures

2025-01-23 compared with 2024-01-25 · 38 added, 33 removed, 184 unchanged (28% of the section changed)

6 unchanged sentences

OTHER INFORMATION

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal year 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information responsive to this item is set forth in the sections titled “Corporate Governance” and “Election of Directors” in our 2024 Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.

Information responsive to this item is set forth in the sections titled “Corporate Governance,” “Election of Directors,” and "Insider Trading Policies and Procedures" in our 2025 Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.

We have adopted a code of ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer, and our Board of Directors.

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EXECUTIVE COMPENSATION

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 and Human Capital Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the 2024 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 and Human Capital Committee Interlocks and Insider Participation,” “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information”, and “Equity Compensation Plan Information” in the 2025 Proxy Statement.

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

32 unchanged sentences

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

Exhibit Number Description

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

4 unchanged sentences

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

(iv) Form of 3.15% N otes 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.

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

(iv) 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.

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

(v) 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.

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

(vi) 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.

(viii) 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.

(vii) 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.

(ix) 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.

(viii) 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.

(x) 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.

(ix) 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.

(xi) Form of 4.95% Notes due 2033, incorporated by reference from Exhibit 4.2 of McCormick's Form 8-K dated April 6, 2023, File No.

(x) Form of 4.95% Notes due 2033, incorporated by reference from Exhibit 4.2 of McCormick's Form 8-K dated April 6, 2023, File No.

1-14920, as filed with the Securities and Exchange Commission on April 6, 2023.

(xi) Form of 4.70% Notes due 2034, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated October 8, 2024, File No.

1-14920, as filed with the Securities and Exchange Commission on October 8, 2024.

(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.

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1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*

(xiii) 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.

(xiii) Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xii) of McCormick's Form 10-Q for the quarter ended May 31, 2024, File No.

1-14920, as filed with the Securities and Exchange Commission on June 27, 2024.

(xiv) Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(xiv) of McCormick's Form 10-Q for the quarter ended May 31, 2024, File No.

1-14920, as filed with the Securities and Exchange Commission on June 27, 2024.

(xv) 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.*

(xiv) 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.*

(xv) 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.

Exhibit Number Description

(xvi) 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.

(xvi) 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.*

(xvii) 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 .*

(19) McCormick Insider Trading Policy

Filed herewith

(21) Subsidiaries of McCormick

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(i) Certification of Brendan M.

Foley , 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.

(ii) Certification of Michael R.

Smith, Executive Vice President and Chief Financial 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.

Foley, Cha irman , 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.

(ii) Certification of Marc os M.

Gabriel , Executive Vice President and Chief Financial 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.

(32) Section 1350 Certifications Filed herewith

(i) Certification of Brendan M.

Foley , President and Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.

Foley, Chairman , President and Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(ii) Certification of Michael R.

Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.

(ii) Certification of Marcos M.

Gab r ie l , Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(97) McCormick Clawback Policy

Filed herewith

(97) McCormick Clawback Policy, incorporated by reference from Exhibit 97 of McCormick’s Form 10-K for the fiscal year ended November 30, 2023, File No.

1-14920, as filed with the Securities and Exchange Commission on January 25, 2024.

(101) The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, 2024, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):

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/s/ B RENDAN M.

President & January 25, 2024

Chairman, President & January 23, 2025

Chief Executive Officer

2 unchanged sentences

/s/ B RENDAN M.

President & January 25, 2024

Chairman, President & January 23, 2025

Chief Executive Officer

Principal Financial Officer:

/s/ M ICHAEL R.

/s/ M ARCOS M.

Executive Vice President & Chief January 23, 2025

11 unchanged sentences

January 23, 2025

/s/ F REEMAN A.

H RABOWSKI , III

January 25, 2024

Hrabowski, III

/s/ L AWRENCE E.

11 unchanged sentences

January 23, 2025

/s/ V ALARIE S HEPPARD

January 23, 2025

Valarie Sheppard

/s/ J ACQUES T APIERO

1 unchanged sentence

Jacques Tapiero

/s/ T ERRY S.

January 23, 2025

29 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