Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Effective April 13, 2020, John P. Brase, 52, will assume the position of
Chief Operating Officer of The J. M. Smucker Company (the "Company"). Mr. Brase
has been an employee of The Procter & Gamble Company ("P&G") since June 1990. He
was the Vice President and General Manager of P&G's North American Family Care
business from April 2016 through March 2020 and, prior to that time, he served
as Vice President and General Manager, Global Family Care, Upstream Innovation
since January 2015.
Effective April 13, 2020, Mr. Brase's base salary will be $700,000, his
short-term cash incentive target opportunity will be 100% of his base salary,
and his long-term equity incentive target opportunity will be 300% of his base
salary. As a signing bonus, Mr. Brase will also receive $400,000 cash, a grant
of 25,000 restricted shares, which will cliff vest three years from the grant
date, and a grant of 7,500 restricted shares, which will cliff vest on the date
that Mr. Brase turns 60 years of age, assuming that he is still employed by the
Company on such date. Mr. Brase will also participate in all employee plans and
benefits consistent with other senior executives of the Company.
There is no arrangement or understanding between Mr. Brase and any other persons
pursuant to which he was elected to his new position with the Company, and there
is no family relationship between Mr. Brase and any directors or executive
officers of the Company. Mr. Brase is not currently engaged, and has not during
the last fiscal year been engaged, in any transactions with the Company or its
subsidiaries that are required to be disclosed under Item 404(a) of Regulation
S-K, nor have any such transactions been proposed.
Item 8.01 Other Events.
A copy of the press release issued by the Company, dated March 9, 2020,
announcing Mr. Brase as the Chief Operating Officer is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this
Item 9.01 Financial Statements and Exhibits.
Press Release issued by the Company, dated March 9, 2020, announcing Chief
99.1 Operating Officer
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