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 8.01.

Item 9.01 Financial Statements and Exhibits.



(d)Exhibits
      Exhibit                                           Exhibit
       Number                                         Description
                       Press Release issued by the Company, dated March 9, 2020, announcing Chief
        99.1         Operating Officer
                     XBRL Instance Document - The instance document does not appear in the
                     Interactive Data File because its XBRL tags are embedded within the Inline
     101.INS         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
       104           The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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

© Edgar Online, source Glimpses