Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On March 30, 2022, the Registrant's stockholders approved the Registrant's 2022
Omnibus Incentive Plan (the "Plan") at the 2022 Annual Meeting of Stockholders
(the "Annual Meeting"). A detailed description of the Plan was included in the
Registrant's definitive proxy statement filed with the Securities and Exchange
Commission (the "SEC") on February 17, 2022 (the "Proxy Statement"). A copy of
the Plan, is filed as Exhibit A to the Proxy Statement. A copy of the Form of
Long-Term Performance Plan Agreement, the Form of Restricted Stock Units
Agreement, the Form of Restricted Stock Units Agreement for Directors, the Form
of Non-Qualified Stock Option Agreement and the Form of Non-Qualified Stock
Option Agreement for Directors, each pursuant to the Plan, are attached to this
Form 8-K as Exhibits 10(i), 10(ii), 10(iii), 10(iv) and 10(v), respectively.

Item 5.07 Submission of Matters to a Vote of Security Holders.



On March 30, 2022, the Registrant held its Annual Meeting of Stockholders, at
which (i) directors were elected, (ii) Ernst & Young LLP's appointment as the
Registrant's independent registered public accounting firm for the fiscal year
ending November 30, 2022 was ratified, (iii) the compensation paid to the
Registrant's Named Executive Officers was approved in an advisory vote, and (iv)
the Plan was approved. The proposals are described in detail in the Registrant's
Proxy Statement. The final results for the votes regarding each proposal are set
forth below.

1. Registrant's stockholders elected eleven directors to the Registrant's Board
of Directors, to hold office until the next Annual Meeting of Stockholders or
until their respective successors are duly elected and qualified. The votes
regarding this proposal were as follows:

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


                                  For         Against    Abstained    Broker Non-Votes
Anne L. Bramman                10,974,428     91,891      11,051         3,170,731
Michael A. Conway              10,977,522     93,087       6,761         3,170,731
Freeman A. Hrabowski, III      10,929,912     124,218     23,240         3,170,731
Lawrence E. Kurzius            10,977,029     94,273       6,068         3,170,731
Patricia Little                10,971,777     96,648       8,945         3,170,731
Michael D. Mangan              10,970,899     99,819       6,652         3,170,731
Maritza G. Montiel             10,945,346     123,278      8,746         3,170,731
Margaret M.V. Preston          10,971,012     96,338      10,020         3,170,731
Gary Rodkin                    10,839,714     225,553     12,103         3,170,731
Jacques Tapiero                10,978,141     92,652       6,577         3,170,731
W. Anthony Vernon              10,552,445     516,142      8,783         3,170,731



2. Registrant's stockholders ratified the Appointment of Ernst & Young LLP as
the Registrant's Independent Registered Public Accounting firm for the fiscal
year ending November 30, 2022. The votes regarding this proposal were as
follows:
     For         Against     Abstain     Broker Non-Votes
  14,120,099     103,657     24,345             0

3. Registrant's stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant's Named Executive Officers. The votes regarding this proposal were as follows:


     For         Against     Abstain     Broker Non-Votes
  10,636,413     398,676     42,281         3,170,731




4. Registrant's stockholders approved the Plan. The votes regarding this
proposal were as follows:
     For         Against     Abstain     Broker Non-Votes
  10,721,669     334,586     21,115         3,170,731

No other matters were submitted for stockholder action.




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Item 9.01: Financial Statements and Exhibits
(d) Exhibits.


     Exhibit Number      Description
                           Form of Long-Term Performance Plan Agreement under the 2022 Omnibus
         10 (i)          Incentive Plan.
                           Form of Restricted Stock Units Agreement under

the 2022 Omnibus Incentive

10 (ii) Plan.


                           Form of Restricted Stock Units Agreement for

Directors under the 2022


        10 (iii)         Omnibus Incentive Plan.
                           Form of Non-Qualified Stock Option Agreement under the 2022 Omnibus
        10 (iv)          Incentive Plan.
                           Form of Non-Qualified Stock Option Agreement for

Directors under the 2022


         10 (v)          Omnibus Incentive Plan.
                         Cover Page Interactive Data File (the cover page XBRL tags are embedded
          104            within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



                                                           McCORMICK &

COMPANY, INCORPORATED



Date: April 4, 2022                                     By:                                 /s/  Jeffery D. Schwartz
                                                                                                Jeffery D. Schwartz
                                                                                         Vice President, General Counsel &
                                                                                                     Secretary

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