4 unchanged sentences
Changes in Internal Controls:
−Removed: There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: As a result of the divestiture of certain pet food brands on April 28, 2023, new controls and procedures were executed during the fourth quarter.
+Added: Other than the item discussed above, there were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
3 unchanged sentences
The Board has adopted a Code of Conduct, last revised April 2022, which applies to our directors, principal executive officer, and principal financial and accounting officer.
−Removed: The Board has adopted charters for each of the Audit, Executive Compensation, and Nominating, Governance, and Corporate Responsibility Committees and has also adopted Corporate Governance Guidelines.
+Added: The Board has adopted charters for each of the Audit, Compensation and People, and Nominating, Governance, and Corporate Responsibility Committees and has also adopted Corporate Governance Guidelines.
Copies of these documents are available on our website (investors.jmsmucker.com/governance-documents).
15 unchanged sentences
Exhibit Number Exhibit Description
−Removed: Stock Purchase Agreement and Plan of Merger, dated as of April 4, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J.
−Removed: Smucker Company
−Removed: First Amendment to Stock Purchase Agreement and Plan of Merger and Side Letter, dated as of May 14, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J.
−Removed: Smucker Company
Amended Articles of Incorporation of The J.
1 unchanged sentence
Amended Regulations of the J.
−Removed: Smucker Company (as Amended February 4, 2022)
+Added: Smucker Company (as Amended January 20, 2023)
Description of Capital Stock
28 unchanged sentences
Form of Deferred Stock Units Agreement*
−Removed: Exhibit Number Exhibit Description
Form of Special One-Time Grant of Restricted Stock Agreement*
3 unchanged sentences
Form of Restricted Stock Agreement*
+Added: Exhibit Number Exhibit Description
Form of Deferred Stock Units Agreement*
15 unchanged sentences
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
+Added: Form of Deferred Stock Unit Agreement*
+Added: Form of Nonstatutory Stock Option Agreement*
+Added: Form of Performance Units Agreement*
+Added: Form of Restricted Stock Agreement*
+Added: Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
+Added: Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
+Added: Form of Nonstatutory Stock Option Agreement*
+Added: Form of Special One-Time Grant of Restricted Stock Agreement (1-year Cliff Vest)*
+Added: Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*
Employment Offer, dated February 28, 2020, between the Company and John P.
19 unchanged sentences
Smucker Company Executive Severance Plan.
+Added: Exhibit Number Exhibit Description
Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
Form of Indemnity Agreement between the Company and the Officer party thereto*
−Removed: Exhibit Number Exhibit Description
Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
−Removed: Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
−Removed: Revolving Credit Agreement, dated as of September 1, 2017, by and among the Company, Smucker Foods of Canada Corp., a federally incorporated Canadian corporation, Bank of America, N.A., as administrative agent, and the several financial institutions from time to time party thereto
−Removed: Amendment No.
−Removed: 1 to Credit Agreement dated as of April 27, 2018, to the Revolving Credit Agreement, dated as of September 1, 2017, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent
Revolving Credit Agreement, dated as of August 19, 2021, by and among The J.M.
1 unchanged sentence
subsidiaries of the Company from time to time party thereto
+Added: Amendment No.
+Added: 1 to the Revolving Credit Agreement, dated as of April 20, 2023*
Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
22 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Smucker President and Chief Executive Officer and Director
+Added: Smucker Chair of the Board, President, and Chief Executive Officer
(Principal Executive Officer) June 20, 2023
1 unchanged sentence
Marshall Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) June 20, 2023
−Removed: Smucker Chairman Emeritus June 16, 2022
−Removed: Smucker Executive Chairman June 16, 2022
+Added: Smucker Director June 20, 2023
Chapman-Hughes Director June 20, 2023
7 unchanged sentences
Willoughby Director June 20, 2023
−Removed: * The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
+Added: * The undersigned, by signing his/her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
June 20, 2023
2 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.