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J M SMUCKER CO : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

07/01/2021 | 04:40pm EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2021, the Board of Directors of The J. M. Smucker Company (the "Company") approved and adopted an amendment (the "Amendment") to the Company's Amended Regulations (the "Regulations"). The Amendment amends Article II, Section 1 of the Regulations to fix the number of Directors of the Company at 12 until the next annual meeting of shareholders to be held on August 18, 2021 and to thereafter fix such number of Directors at 11. The Amendment became effective on June 25, 2021.

The foregoing is a summary of the Amendment and is qualified in its entirety by reference to the full text of the Regulations. A copy of the Regulations is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01  Other Events.

On June 25, 2021, the Company elected to exercise its optional redemption right to redeem all $400,000,000 aggregate principal amount of its outstanding 3.000% Notes due 2022 (the "2022 Notes") and instructed U.S. Bank National Association, as trustee under the indenture governing the 2022 Notes, to issue a redemption notice to registered holders of the 2022 Notes. The date fixed for the redemption of the 2022 Notes is July 26, 2021 (the "Redemption Date").

The redemption price for the 2022 Notes is equal to 100% of the principal amount of the 2022 Notes to be redeemed plus the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes (not including interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest on the 2022 Notes to the Redemption Date.

Item 9.01 Financial Statements and Exhibits.


  Exhibit                                   Exhibit Description
    3.1       Amended Regulations of The J. M. Smucker Company
    104       The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.



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