Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures: Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of April 30, 2024 (the “Evaluation Date”). Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls: 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
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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.
Item 9B. Other Information.
(c) Trading Plans
During 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item as to the directors of the Company, the Audit Committee, the Audit Committee financial expert, and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” “Board and Committee Meetings,” and “Ownership of Common Shares” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024. 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. 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).
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to the information set forth under the captions “Executive Compensation,” “Board and Committee Meetings,” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the information set forth under the captions “Ownership of Common Shares” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated herein by reference to the information set forth under the captions “Corporate Governance” and “Related Party Transactions” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated herein by reference to the information set forth under the captions “Service Fees Paid to the Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies and Procedures” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements:
(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.
(a)(3) Exhibits:
The following exhibits are either attached or incorporated herein by reference to another filing with the SEC.
Exhibit Number Exhibit Description
2.1
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
3.1
Amended Articles of Incorporation of The J. M. Smucker Company
3.2
Amended Regulations of the J. M. Smucker Company (as Amended January 20, 2023)
4.1
Description of Capital Stock
4. 2
Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
4. 3
First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee
4. 4
Second Supplemental Indenture, dated as of December 7, 2017, between the Company and U.S. Bank National Association, as trustee
4. 5
Third Supplemental Indenture, dated as of March 9, 2020, between the Company and U.S. Bank National Association.
4. 6
Fourth Supplemental Indenture, dated as of September 24, 2021, between the Company and U.S. Bank National Association
4.7
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. Bank N.A.)
4. 8
Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein
10.1
Nonemployee Director Stock Plan dated January 1, 1997*
10.2
The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
10.3
Amendment No. 1 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*
10.4
Amendment No. 2 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 26, 2023*
10. 5
The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*
10. 6
Amendment No. 1 to The J. M. Smucker Company Voluntary Deferred Compensation Plan, dated as of June 17, 2020*
10. 7
The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
10. 8
The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10. 9
Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10. 10
The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan*
10. 1 1
Form of Special One-Time Grant of Restricted Stock Agreement*
10. 12
Form of Restricted Stock Agreement*
10. 13
Form of Special One-Time Grant of Restricted Stock Agreement*
10. 1 4
Form of Special One-Time Grant of Deferred Stock Units Agreement*
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Exhibit Number Exhibit Description
10.1 5
Form of Performance Units Agreement*
10.1 6
Form of Restricted Stock Agreement*
10.17
Form of Deferred Stock Units Agreement*
10. 18
Form of Deferred Stock Units Agreement*
10.19
Form of Restricted Stock Agreement*
10.20
Form of Deferred Stock Units Agreement*
10.21
Form of Performance Units Agreement*
10.22
Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10.23
Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*
10.24
Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.25
Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*
10.26
Form of Performance Units Agreement*
10.27
Form of Nonstatutory Stock Option Agreement*
10.28
Form of Nonstatutory Stock Option Agreement*
10.29
Form of Nonstatutory Stock Option Agreement*
10.30
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
10. 31
Form of Deferred Stock Unit Agreement*
10. 3 2
Form of Nonstatutory Stock Option Agreement*
10. 3 3
Form of Performance Units Agreement*
10. 3 4
Form of Restricted Stock Agreement*
10. 3 5
Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.3 6
Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10. 37
Form of Nonstatutory Stock Option Agreement*
10. 38
Form of Special One-Time Grant of Restricted Stock Agreement (1-year Cliff Vest)*
10. 39
Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*
10.4 0
Form of Restricted Stock Agreement (2-Year Ratable Vest)*
10.41
Form of Deferred Stock Unit Agreement*
10.42
Form of Restricted Stock Agreement (3-Year Ratable Vest)*
10. 43
Employment Offer, dated February 28, 2020, between the Company and John P. Brase*
10. 44
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
10. 45
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
10. 46
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*
10.47
The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*
10.48
Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
10.49
Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*
10.50
Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*
10.51
The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*
10.52
Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
10.53
Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
10.54
Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*
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Exhibit Number Exhibit Description
10.55
Amendment No. 4 to The J. M. Smucker Company Restoration Plan, dated as of June 17, 2020*
10.5 6
The J. M. Smucker Company Executive Severance Plan.
10.57
Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
10.58
Form of Indemnity Agreement between the Company and the Officer party thereto*
10.59
The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
10.60
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
10. 61
Revolving Credit Agreement, dated as of August 19, 2021, by and among The J.M. Smucker Company, Smucker Foods of Canada Corp., Bank of America, N.A., as Administrative Agent, and the several financial institutions and U.S. subsidiaries of the Company from time to time party thereto
10. 62
Amendment No. 1 to the Revolving Credit Agreement, dated as of April 20, 2023*
10. 63
Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
10.64
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
19
The J. M . Smucker Company Insider Trading and Disclosure Policy
21
Subsidiaries of the Registrant
23
Consent of Independent Registered Public Accounting Firm
24
Powers of Attorney
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
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
97
The J. M. Smucker Company Clawback of Incentive Compensation Policy
101.INS XBRL Instance 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 Annual Report on Form 10-K for the year ended April 30, 2024, formatted in Inline XBRL
* Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: June 18, 2024
The J. M. Smucker Company
/s/ Tucker H. Marshall
By: Tucker H. Marshall
Chief Financial Officer
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.
*
Mark T. Smucker Chair of the Board, President, and Chief Executive Officer
(Principal Executive Officer) June 18, 2024
*
Tucker H. Marshall Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) June 18, 2024
*
Mercedes Abramo Director June 18, 2024
*
Tarang P. Amin Director June 18, 2024
*
Susan E. Chapman-Hughes Director June 18, 2024
*
Jay L. Henderson Director June 18, 2024
*
Jonathan E. Johnson III Director June 18, 2024
*
Kirk L. Perry Director June 18, 2024
*
Alex Shumate Director June 18, 2024
*
Jodi L. Taylor Director June 18, 2024
*
Dawn C. Willoughby Director June 18, 2024
* 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.
Date: June 18, 2024
/s/ Jeannette L. Knudsen
By: Jeannette L. Knudsen Attorney-in-Fact
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