Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the first quarter of 2023, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:
Period (a) (b) (c) (d)
Total Number of
Shares
Purchased Average Price
Paid Per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs Maximum Number (or
Approximate Dollar
Value) of Shares That
May Yet Be Purchased
Under the Plans or
Programs
May 1, 2022 - May 31, 2022 463 $ 136.51 — 5,811,472
June 1, 2022 - June 30, 2022 61,112 126.06 — 5,811,472
July 1, 2022 - July 31, 2022 118 132.16 — 5,811,472
Total 61,693 $ 126.15 — 5,811,472
(a) Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.
(d) As of July 31, 2022, there were approximately 5.8 million common shares remaining available for repurchase pursuant to the Board’s authorizations.
Item 6. Exhibits.
See the Index of Exhibits that appears on Page No. 33 of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 23, 2022
THE J. M. SMUCKER COMPANY
/s/ Mark T. Smucker
By: MARK T. SMUCKER
Chair of the Board, President and Chief Executive Officer
/s/ Tucker H. Marshall
By: TUCKER H. MARSHALL
Chief Financial Officer
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INDEX OF EXHIBITS
The following exhibits are either attached or incorporated herein by reference to another filing with the SEC.
Exhibit Number Exhibit Description
3.1
Amended Articles of Incorporation of The J. M. Smucker Company
3.2
Amended Regulations of The J. M. Smucker Company
10.1
Form of Deferred Stock Units Agreement*
10.2
Form of Nonstatutory Stock Option Agreement*
10.3
Form of Performance Units Agreement*
10.4
Form of Restricted Stock Agreement*
10.5
Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.6
Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
31.1
Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2
Certifications of Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
104 The cover page of this Quarterly Report on Form 10-Q for the quarter ended July 31, 2022, formatted in Inline XBRL
* Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
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