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MarketScreener Homepage  >  Equities  >  Nyse  >  The JM Smucker Company    SJM

THE JM SMUCKER COMPANY

(SJM)
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J M SMUCKER CO : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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01/22/2020 | 04:31pm EST
Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.


On January 17, 2020, the Executive Compensation Committee of the Board of Directors of The J. M. Smucker Company (the "Company") adopted and approved The J. M. Smucker Company Executive Severance Plan (the "Severance Plan"), effective January 17, 2020, for elected officers of the Company.


The Severance Plan provides for the payment of severance and other benefits to
eligible employees in the event of a termination of employment with the Company
without cause (as defined in the Severance Plan) or for certain other specified
reasons (each, a "Qualifying Termination"). In the event of a Qualifying
Termination and subject to the employee's execution of a general release of
liability against the Company, the Severance Plan provides the following
payments and benefits to elected officers:
•         severance in an amount equal to fifty-two (52) times the elected
          officer's weekly base salary in effect immediately prior to the date of
          the Qualifying Termination;


•         provided that the elected officer worked at least six months in the
          fiscal year of the Qualifying Termination, a prorated annual bonus as
          calculated pursuant to the terms of Section 4.01(b) of the Severance
          Plan;


•         an additional lump sum payment equivalent to approximately twelve (12)
          months' premiums on the elected officer's Company-sponsored medical
          coverage in effect on the date of the Qualifying Termination; and


•         Company-paid outplacement assistance, and not any cash equivalent,
          provided by the Company's third-party provider, identified in its sole
          discretion, for a period of up to six months.


Any non-vested awards under the Company's long-term incentive plans will be treated as provided under the plans and applicable award agreements; however, any restricted stock or restricted stock unit awards that were granted prior to May 1, 2019 and are at least two-years old as of the date of the Qualifying Termination will become fully vested.


The above description is a summary of the terms of the Severance Plan and is
subject to and qualified in its entirety by the terms of the Severance Plan, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On and effective as of January 17, 2020, the Board of Directors of the Company
amended and restated the Company's Amended Regulations (the "Amended
Regulations") to add a proxy access provision. The Amended Regulations provide
that a shareholder, or a group of up to 20 shareholders, owning at least three
percent of the Company's outstanding common shares continuously for at least
three years, may nominate and include in the Company's annual meeting proxy
materials director nominees constituting up to the greater of (a) two directors
or (b) twenty percent of the Board of Directors, subject to certain limitations
and provided that the shareholders and nominees satisfy the requirements
specified in the Amended Regulations.

The above description is a summary of the terms of the Amended Regulations and is subject to and qualified in its entirety by the terms of the Amended Regulations, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.



                                       2

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


  Exhibit                                 Exhibit
  Number                                Description
              Amended Regulations of The J. M. Smucker Company (as Amended
    3.1     January 17, 2020).
   10.1       The J. M. Smucker Company Executive Severance Plan.
            XBRL Instance Document - The instance document does not appear in
            the Interactive Data File because its XBRL tags are embedded within
  101.INS   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
            The cover page of this Current Report on Form 8-K, formatted in
    104     Inline XBRL




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© Edgar Online, source Glimpses

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