What changed in this filing

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Item 9A. Controls and Procedures

2024-06-18 compared with 2023-06-20 · 33 added, 18 removed, 151 unchanged (25% of the section changed)

4 unchanged sentences

Changes in Internal Controls:

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.

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.

There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below.

On November 7, 2023, we acquired Hostess Brands, as discussed in Note 2:

Acquisition in Part II, Item 8 in this Annual Report on Form 10-K.

As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.

We are currently integrating Hostess Brands into our operations and internal control processes, and as permitted by the SEC rules and regulations for newly acquired businesses, we have excluded Hostess Brands from our assessment of the effectiveness of our internal controls over financial reporting of April 30, 2024.

Hostess Brands constituted $6,267.1 of our consolidated total assets as of April 30, 2024.

For the year then ended, Hostess Brands net sales was $637.3 and operating

income was $73.4, which excludes special project costs recognized within the segment.

Hostess Brands will be included in management’s evaluation of internal control over financial reporting as of April 30, 2025.

Management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm are included on pages 49 and 50 of this Annual Report on Form 10-K, respectively.

Other Information.

During 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

The information required by this Item as to the executive officers of the Company is incorporated herein by reference to Part I, Item 1 in this Annual Report on Form 10-K .

The information required by this Item as to the Company’s Insider Trading and Disclosure Policy is incorporated herein by reference to the information set forth under the caption “Description of Compensation Policies and Agreements with Executive Officers – Insider Trading Arrangements and Policies” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024 .

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.

11 unchanged sentences

(a)(1) Financial Statements:

See the Index to Financial Statements on page 43 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules:

(a)(2) See the Index to Financial Statements on page 48 of this Annual Report on Form 10-K.

Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.

2 unchanged sentences

Exhibit Number Exhibit Description

Agreement and Plan of Merger by and among The J.M.

Smucker Company, Hostess Brands, Inc.

and SSF Holdings, Inc.

dated as of September 10, 2023

Amended Articles of Incorporation of The J.

3 unchanged sentences

Description of Capital Stock

Indenture, dated as of October 18, 2011, between the Company and U.S.

Bank National Association

First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S.

Bank National Association

Indenture, dated as of March 20, 2015, between the Company and U.S.

8 unchanged sentences

Bank National Association

Fifth Supplemental Indenture, dated as of October 25, 2023, between the Company and U.S.

Bank Trust Company, N.A.

(as successor to U.S.

Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein

3 unchanged sentences

Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*

Amendment No.

Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 26, 2023*

Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*

6 unchanged sentences

Smucker Company 2020 Equity and Incentive Compensation Plan*

Form of Restricted Stock Agreement*

Form of Deferred Stock Units Agreement*

Form of Special One-Time Grant of Restricted Stock Agreement*

2 unchanged sentences

Form of Special One-Time Grant of Deferred Stock Units Agreement*

Form of Restricted Stock Agreement*

Exhibit Number Exhibit Description

Form of Deferred Stock Units Agreement*

Form of Performance Units Agreement*

23 unchanged sentences

Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*

Form of Restricted Stock Agreement (2-Year Ratable Vest)*

Form of Deferred Stock Unit Agreement*

Form of Restricted Stock Agreement (3-Year Ratable Vest)*

Employment Offer, dated February 28, 2020, between the Company and John P.

16 unchanged sentences

Smucker Company Restoration Plan, dated as of January 1, 2017*

Exhibit Number Exhibit Description

Amendment No.

1 unchanged sentence

Smucker Company Executive Severance Plan.

Exhibit Number Exhibit Description

Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*

8 unchanged sentences

Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto

Term Loan Credit Agreement, dated as of September 27, 2023, among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto

Smucker Company Insider Trading and Disclosure Policy

Subsidiaries of the Registrant

7 unchanged sentences

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

Smucker Company Clawback of Incentive Compensation Policy

101.INS XBRL Instance Document

14 unchanged sentences

(Principal Executive Officer) June 18, 2024

/s/ Tucker H.

Marshall Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) June 18, 2024

Smucker Director June 20, 2023

Mercedes Abramo Director June 18, 2024

Amin Director June 18, 2024

Chapman-Hughes Director June 18, 2024

Dolan Director June 20, 2023

Henderson Director June 18, 2024

1 unchanged sentence

Perry Director June 18, 2024

Sandra Pianalto Director June 20, 2023

Alex Shumate Director June 18, 2024

1 unchanged sentence

Willoughby Director June 18, 2024

* 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.

* 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.

June 18, 2024

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.

What changed 10-K

Item 9A. Controls and Procedures