J M SMUCKER Co — Proxy Solicitation & Information Statement 2011

Jul 7, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

THE J. M. SMUCKER COMPANY

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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THE J. M. SMUCKER COMPANY

ONE STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

July 7, 2011

Dear Shareholder:

You are cordially invited to attend The J. M. Smucker Company’s Annual Meeting of Shareholders on Wednesday, August 17, 2011. The annual meeting will begin at 11:00 a.m., Eastern Time, in the Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680 Madison Avenue, Wooster, Ohio 44691.

Following this letter is a Notice of the 2011 Annual Meeting of Shareholders and the proxy statement. Please review this material for information about the nominees named in the proxy statement for election as Directors and the Company’s appointed independent registered public accounting firm. In addition, details regarding executive officer and Director compensation, corporate governance matters, and the business to be conducted at the annual meeting are also described.

Whether or not you plan to attend the annual meeting, please cast your vote, at your earliest convenience, as instructed in the Notice of Internet Availability of Proxy Materials or in the proxy card. Your vote is very important . Your vote before the annual meeting will ensure representation of your common shares at the annual meeting even if you are unable to attend.

This year we are pleased to issue our first Corporate Responsibility Report. Sustainability has been an important attribute of The J. M. Smucker Company since our founding. Our Corporate Responsibility Report highlights our efforts in creating a better tomorrow through our integrated strategy focusing on economic, environmental, and social sustainability. We invite you to read our report at www.smuckers.com.

We look forward to sharing more information with you about The J. M. Smucker Company and the value of your investment at the annual meeting.

Sincerely,

Timothy P. Smucker Chairman of the Board and Co-Chief Executive Officer Richard K. Smucker Executive Chairman and Co-Chief Executive Officer

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON AUGUST 17, 2011

This proxy statement and the 2011 Annual Report are available at www.proxyvote.com.

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THE J. M. SMUCKER COMPANY

ONE STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS

Date:	Wednesday, August 17, 2011
Time:	11:00 a.m., Eastern Time
Place:	Ohio Agricultural Research and Development Center, Fisher
Auditorium 1680 Madison Avenue, Wooster, Ohio 44691
Purposes:	1. To elect as Directors the four nominees named in the
proxy statement and recommended by the Board of Directors to the
class whose term of office will expire in 2014;
	2. To ratify the appointment of Ernst & Young LLP as
the Company’s Independent Registered Public Accounting Firm
for the 2012 fiscal year;
	3. To hold an advisory vote on executive compensation
(“Say-on-Pay”);
	4. To hold an advisory vote on the frequency of holding
Say-on-Pay votes in the future;
	5. To vote on the shareholder proposal contained in the
proxy statement, if properly presented at the annual meeting; and
	6. To consider and act upon any other matter that may
properly come before the annual meeting.
Who Can Vote:	Shareholders of record at the close of business on June 22, 2011.
How Can You Vote:	You may cast your vote via the Internet, as instructed in the
Notice of Internet Availability of Proxy Materials, or if you
received your proxy materials by mail, you may also vote by mail
or by telephone. You may also vote in person at the annual
meeting.
Who May Attend:	All shareholders are cordially invited to attend the annual
meeting.

Jeannette L. Knudsen, Vice President, General Counsel and Corporate Secretary

Orrville, Ohio, July 7, 2011

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THE J. M. SMUCKER COMPANY

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2011

TABLE OF CONTENTS

TOC

	Page
Proxy Solicitation and Costs	1
Questions and Answers About the Annual Meeting
and Voting	1
Proposal 1 — Election of
Directors	7
Corporate Governance	14
Board and Committee Meetings (includes
2011 Director Compensation table)	22
Report of the Audit Committee	28
Service Fees Paid to the Independent Registered
Public Accounting Firm	29
Audit Committee Pre-approval Policies and
Procedures	29
Communications with the Audit Committee	29
Proposal 2 — Ratification of
Appointment of Independent Registered Public Accounting Firm	30
Proposal 3 — Advisory Vote on
Executive Compensation (“Say-on-Pay”)	31
Proposal 4 — Advisory Vote on the
Frequency of Holding Future Say-on-Pay Votes	33
Executive Compensation (includes Compensation
Discussion and Analysis)	34
Compensation Tables
Summary Compensation Table	48
2011 Grants of Plan-Based Awards	50
Outstanding Equity Awards at 2011 Fiscal
Year-End	51
2011 Option Exercises and Stock Vested	52
Pension Benefits	53
2011 Nonqualified Deferred Compensation	55
Potential Payment to Executive Officers Upon
Termination	57
Total Shareholder Return Graph	61
Compensation Committee Report	62
Compensation Committee Interlocks and Insider
Participation	62
Proposal 5 — Shareholder
Proposal	63
Related Party Transactions	65
Ownership of Common Shares	66
Equity Compensation Plan Information	68
Annual Report	69
2012 Shareholder Proposals	69
Other Matters	69
“Householding” of Proxy Materials	69
Electronic Delivery of Company Shareholder
Communications	70
Voting Rights of Common Shares	70

/TOC

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THE J. M. SMUCKER COMPANY

ONE STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 17, 2011

PROXY SOLICITATION AND COSTS

The J. M. Smucker Company (the “Company”) is furnishing this document to you in connection with the solicitation by the Board of Directors of the Company (the “Board”) of the enclosed form of proxy for its annual meeting to be held on August 17, 2011. In addition to solicitation by mail, the Company may solicit proxies in person, by telephone, facsimile, or e-mail. The Company will bear all costs of the proxy solicitation and has engaged a professional proxy solicitation firm, D.F. King & Co., Inc., to assist it in soliciting proxies and will pay a fee of approximately $15,000, plus expenses, for such services.

The Company pays for the preparation and mailing of the Notice of 2011 Annual Meeting of Shareholders and proxy statement, and the Company has also made arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of this proxy statement and other annual meeting materials to the beneficial owners of its common shares at its expense. This proxy statement is dated July 7, 2011, and is first being mailed to the Company’s shareholders on or about July 7, 2011.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

You received these materials because you are a shareholder of the Company. The Board is providing these proxy materials to you in connection with the Company’s annual meeting to be held on August 17, 2011. As a shareholder of the Company, you are entitled to vote on the important proposals described in this proxy statement. Since it is not practical for all shareholders to attend the annual meeting and vote in person, the Board is seeking your proxy to vote on these matters.

What is a proxy?

A proxy is your legal designation of another person (“proxy”) to vote the common shares you own at the annual meeting. By completing and returning the proxy card(s), which identifies the individuals or trustees authorized to act as your proxy, you are giving each of those individuals authority to vote your common shares as you have instructed. By voting via proxy, each shareholder is able to cast his or her vote without having to attend the annual meeting in person.

Why did I receive more than one proxy card?

You will receive multiple proxy cards if you hold your common shares in different ways ( e.g. , trusts, custodial accounts, joint tenancy) or in multiple accounts. If your common shares are held by a broker or bank ( i.e. , in “street name”), you will receive your proxy card and other voting information from your broker, bank, trust, or other nominee. It is important that you complete, sign, date, and return each proxy card you receive, or vote using the telephone, or by using the Internet as described in the instructions included with your proxy card(s) or in the Notice of Internet Availability of Proxy Materials.

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Why didn’t I receive paper copies of the proxy materials?

The Company makes proxy materials available to its shareholders on the Internet instead of mailing printed copies of those materials to all of its shareholders, as permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”). This option allows the Company to provide its shareholders with information they need, while reducing the Company’s use of natural resources, saving on paper and printing costs, and cutting back on potentially unwanted paper materials in shareholders’ mailboxes.

If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the notice. The Notice of Internet Availability of Proxy Materials has been mailed to shareholders on or about July 7, 2011, and provides instructions on how you may access and review the proxy materials on the Internet.

What is the record date and what does it mean?

The Board established June 22, 2011 as the record date for the annual meeting of shareholders to be held on August 17, 2011. Shareholders who own common shares of the Company at the close of business on the record date are entitled to notice of and to vote at the annual meeting.

What is the difference between a “registered shareholder” and a “street name shareholder”?

These terms describe how your common shares are held. If your common shares are registered directly in your name with Computershare Investor Services, LLC (“Computershare”), the Company’s transfer agent, you are a “registered shareholder.” If your common shares are held in the name of a brokerage, bank, trust, or other nominee as a custodian, you are a “street name shareholder.”

How many common shares are entitled to vote at the annual meeting?

As of the record date, there were 114,378,016 common shares outstanding and entitled to vote at the annual meeting.

How many votes must be present to hold the annual meeting?

A majority of the Company’s outstanding common shares as of the June 22, 2011 record date must be present in person or by proxy in order for the Company to hold the annual meeting. This majority of outstanding common shares is referred to as a quorum. For purposes of determining whether a quorum is present, each common share is deemed to entitle the holder to one-vote-per-share. Properly signed proxies that are marked “abstain” are known as “abstentions.” Common shares that are held in street name and not voted on one or more of the items before the annual meeting, but are otherwise voted on at least one item, are known as “broker non-votes.” Proposal 2 is the only routine matter that may be voted on by brokers on this year’s ballot.

Both abstentions and broker non-votes are counted as shares present for the purpose of determining the presence of a quorum. Abstentions are also counted as shares present and entitled to be voted. Broker non-votes, however, are not counted as shares entitled to be voted with respect to the matter on which the broker has expressly not voted. Abstentions, broker non-votes, and shares not in attendance and not voted at the annual meeting will have no effect with regard to the election of Directors in Proposal 1 (See “Corporate Governance — Director Resignation Policy”). Because the affirmative vote of the holders of a majority of the total voting power of the Company is necessary to approve Proposals 2, 3, 4, and 5, abstentions and broker non-votes will have the same effect as votes against such proposals.

Who will count the votes?

A representative from Broadridge Financial Solutions, Inc. (“Broadridge”), or its designee, will determine if a quorum is present and will tabulate the votes and serve as the Company’s inspector of election at the annual meeting.

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What vote is required to approve each proposal?

Under the Company’s Amended Articles of Incorporation (the “Articles”), shareholders may be entitled on certain matters to cast ten votes per share with regard to certain common shares and only one vote per share with regard to others. The total voting power of all the common shares can be determined only at the time of a shareholder meeting due to the need to obtain certifications as to beneficial ownership of common shares not held as of record in the name of individuals. There are no proposals on this year’s ballot for which the ten-votes-per-share provisions apply.

Proposal 1: Because this is an uncontested election, a candidate will be elected as a Director only if the votes cast for the candidate exceed the votes cast against the candidate, based upon one vote for each common share owned as of the record date. Abstentions and broker non-votes will not be counted as votes cast “for” or “against” a candidate and will have no effect on the vote. A plurality voting standard would be utilized if this were a contested election. Under the plurality voting standard, the candidates receiving the most “for” votes would be elected.

Under the Company’s Director resignation policy, in an uncontested election, any nominee for Director who receives a greater number of “against” votes than “for” votes is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). The Company has provided more information about its Director resignation policy under the heading “Corporate Governance — Director Resignation Policy.”

Proposal 2: The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to ratify the appointment of the Independent Registered Public Accounting Firm (the “Independent Auditors”). Abstentions will have the same effect as votes against this proposal.

Proposal 3: The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve, on an advisory basis, the Company’s executive compensation. Abstentions and broker non-votes will have the same effect as votes against this proposal. This vote is advisory and not binding on the Company, the Board or the Executive Compensation Committee (the “Compensation Committee”) in any way. To the extent there is any significant vote against the executive compensation as disclosed in this proxy statement, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders. Under the Articles, shareholders are entitled to cast ten-votes-per-share on any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement, or agreement. Because the vote on Proposal 3 is a non-binding, advisory vote, the Company has determined that such ten-votes-per-share provisions will not apply to this proposal.

Proposal 4: The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve, on an advisory basis, the frequency of holding Say-on-Pay votes in the future. Abstentions and broker non-votes will have the same effect as votes against this proposal. Shareholders may vote in favor of holding future Say-on-Pay votes every year, every two years, or every three years, or shareholders may choose to abstain. If the holders of a majority of the total voting power of the Company do not approve the Board’s recommendation to have an annual Say-on-Pay vote, then the option receiving the highest number of votes will be deemed the frequency selected by the shareholders. In such case, the Board may decide that it is in the best interests of shareholders and the Company to hold an advisory Say-on-Pay vote more or less frequently than the frequency receiving the most votes cast by shareholders. Under the Articles, shareholders are entitled to cast ten-votes-per-share on any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement, or agreement. Because the vote on Proposal 4 is a non-binding, advisory vote, the Company has determined that such ten-votes-per-share provisions will not apply to this proposal.

Proposal 5: The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve the

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shareholder proposal requesting, within six months of the 2011 annual meeting, that the Board provide a report to the shareholders describing how the Company will manage the social and environmental risks and opportunities connected to the Company’s coffee business and supply chain. Abstentions and broker non-votes will have the same effect as votes against this proposal.

Where will I be able to find voting results of the annual meeting?

The Company intends to announce preliminary voting results at the annual meeting and will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the annual meeting.

How do I vote my common shares?

If you are a registered shareholder and you received your proxy materials by mail , you can vote your shares in one of the following manners:

•	by attending the annual meeting and voting;
•	by completing, signing, dating, and returning the enclosed proxy
card(s);
•	by telephone, by calling 1-800-690-6903; or
•	by using the Internet and accessing www.proxyvote.com.

Please refer to the specific instructions set forth on the proxy card(s) you received.

If you are a registered shareholder and you received a Notice of Internet Availability of Proxy Materials , you can vote your shares in one of the following manners:

•	by attending the annual meeting and voting;
•	by using the Internet and accessing www.proxyvote.com; or
•	by mail if you request a paper copy of the materials by calling 1-800-579-1639.

Please refer to the specific instructions set forth in the Notice of Internet Availability of Proxy Materials.

If you are a street name shareholder , your broker, bank, trustee, or other nominee will provide you with materials and instructions for voting your common shares.

Can I change my vote after I have mailed in my proxy card(s) or submitted my vote using the Internet or telephone?

Yes, if you are a registered shareholder and you received your proxy materials by mail , you can change your vote in any one of the following ways:

| • | sending a written notice to the Corporate Secretary of the
Company that is received prior to the annual meeting and stating
that you revoke your proxy; |
| --- | --- |
| • | signing and dating a new proxy card(s) and submitting the proxy
card(s) to Broadridge so that it is received prior to the annual
meeting; |
| • | voting by telephone or by using the Internet prior to the annual
meeting in accordance with the instructions provided with the
proxy card(s); or |
| • | attending the annual meeting and voting in person. |

Yes, if you are a registered shareholder and you received a Notice of Internet Availability of Proxy Materials , you can change your vote in any one of the following ways:

• sending a written notice to the Corporate Secretary of the Company that is received prior to the annual meeting and stating that you revoke your proxy;

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| • | voting by using the Internet prior to the annual meeting in
accordance with the instructions provided in the Notice of
Internet Availability of Proxy Materials; |
| --- | --- |
| • | attending the annual meeting and voting in person; or |
| • | requesting a paper copy of the materials by calling 1-800-579-1639, and then signing and dating the proxy card(s) and submitting the
proxy card(s) to Broadridge so that it is received prior to the
annual meeting. |

Your mere presence at the annual meeting will not revoke your proxy. You must take affirmative action at the annual meeting in order to revoke your proxy.

If you are a street name shareholder , you must contact your broker, bank, trust, or other nominee in order to revoke your proxy. If you wish to vote in person at the annual meeting, you must contact your broker and request a document called a “legal proxy.” You must bring this legal proxy obtained from your broker, bank, trust, or other nominee to the annual meeting in order to vote in person.

How will my proxy be voted?

If you complete, sign, date, and return your proxy card(s) or vote by telephone or by using the Internet, your proxy will be voted in accordance with your instructions. If you sign and date your proxy card(s) but do not indicate how you want to vote, your common shares will be voted as the Board recommends for each of the proposals.

What if my common shares are held in “street name” by my broker?

You should instruct your broker how you would like to vote your shares by using the written instruction form and envelope provided by your broker. If you do not provide your broker with instructions, under the rules of the New York Stock Exchange (“NYSE”), your broker may, but is not required to, vote your common shares with respect to certain “routine” matters. Proposal 2 is the only routine matter to be voted on by the shareholders on this year’s ballot. However, on other matters, when the broker has not received voting instructions from its customers, the broker cannot vote the shares on the matter and a “broker non-vote” occurs. An election of Directors is not considered a routine matter under the NYSE rules. This means that brokers may not vote your common shares on the election of Directors if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted. If you hold your common shares in your broker’s name and wish to vote in person at the annual meeting, you must contact your broker and request a document called a “legal proxy.” You must bring this legal proxy to the annual meeting in order to vote in person.

What are the Board’s recommendations on how I should vote my common shares?

The Board recommends that you vote your common shares as follows:

Proposal 1 — FOR the election of the four Board nominees named in this proxy statement with terms expiring at the 2014 annual meeting of shareholders.

Proposal 2 — FOR the ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2012 fiscal year.

Proposal 3 — FOR the approval of the Company’s executive compensation.

Proposal 4 — FOR the option of 1 YEAR as the preferred frequency of future Say-on-Pay votes.

Proposal 5 — AGAINST the shareholder proposal requesting, within six months of the 2011 annual meeting, that the Board provide a report to the shareholders describing how the Company will manage the social and environmental risks and opportunities connected to the Company’s coffee business and supply chain.

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Does the Company have cumulative voting?

No. In 2009, the shareholders of the Company amended the Articles to eliminate cumulative voting.

Who may attend the annual meeting?

All shareholders are eligible to attend the annual meeting. However, only those shareholders of record at the close of business on June 22, 2011 are entitled to vote at the annual meeting.

Do I need an admission ticket to attend the annual meeting?

Admission tickets are not required to attend the annual meeting. If you are a registered shareholder, properly mark your proxy to indicate that you will be attending the annual meeting. If you hold your common shares through a nominee or you are a street name shareholder, you are required to bring evidence of share ownership to the annual meeting ( e.g. , account statement, broker verification).

What type of accommodations can the Company make at the annual meeting for people with disabilities?

The Company can provide reasonable assistance to help you participate in the annual meeting if you notify the Corporate Secretary about your disability and how you plan to attend. Please call or write the Corporate Secretary at least two weeks before the annual meeting at 330-684-3838 or One Strawberry Lane, Orrville, Ohio 44667.

Who can answer my questions?

If you need additional copies of the proxy materials, you should contact:

Broadridge Financial Solutions, Inc.

51 Mercedes Way

Edgewood, New York 11717

Call Toll Free: 1-866-451-3787

If you have any questions about the proxy materials or annual meeting, or need assistance in voting your common shares, you should contact:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

Call Toll Free: 1-800-488-8075

or

Call Collect: 1-212-269-5550

If you have any questions about the proxy materials or the annual meeting, you may also contact:

The J. M. Smucker Company

One Strawberry Lane

Orrville, Ohio 44667

Attention: Shareholder Services Department

Telephone: 330-684-3838

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ELECTION OF DIRECTORS (Proposal 1 on the proxy card)

Unless instructed otherwise, the proxies intend to vote FOR the election of Vincent C. Byrd, R. Douglas Cowan, Elizabeth Valk Long, and Mark T. Smucker, as Directors, each for a term of three years. Ms. Elizabeth Valk Long and Messrs. Vincent C. Byrd, R. Douglas Cowan, and Mark T. Smucker comprise the class of Directors whose term of office expires this year and whose members are standing for re-election at the annual meeting.

In the event of the death or inability to act of any of these Director nominees, the proxy, with respect to such nominee or nominees, will be voted for such other person or persons as the Board may recommend. The Company has no reason to believe that the persons listed in this proxy statement as nominees for Directors will be unable to serve.

The members of the Board, including those who are listed in this proxy statement as nominees for election, with information about each of them based on data furnished to the Company by these persons as of June 30, 2011, are as follows:

Nominees For Election as Directors Whose Proposed Terms Would Expire at the 2014 Annual Meeting

| ● | VINCENT C. BYRD Mr. Byrd, 56, has been a Director since April 1999. He was
elected as the Company’s President and Chief Operating
Officer, effective May 1, 2011. Prior to that time, he served
as President, U.S. Retail — Coffee, since August 2008,
and Senior Vice President, Consumer Market, since February 2004.
Mr. Byrd is also a director and the chair of the compensation
committee of Myers Industries, Inc., a publicly traded
international manufacturer of polymer products for industrial,
agricultural, automotive, commercial, and consumer markets. He
also served as a director of Spangler Candy Company, a private
company that manufactures confectionery products, from 1998 to
2008. |
| --- | --- |
| | The Board concluded that Mr. Byrd should serve as a Director
largely due to his role as the Company’s President and
Chief Operating Officer, his significant knowledge of the
Company, having served on the Board since 1999 and as an
executive officer of the Company since 1988, and his experience
serving as a director of other private and public companies. The
Board believes that the perspectives that Mr. Byrd brings to the
Board are particularly valuable in light of Mr. Byrd’s
prior role as the Company’s President, U.S.
Retail — Coffee, and the significance of the coffee
business to the Company. |
| ● | R. DOUGLAS COWAN Mr. Cowan, 70, has been a Director since January 2003. He
has been a director of The Davey Tree Expert Company, an
employee-owned company providing horticultural services
throughout North America, since May 2009, after having served as
chairman since January 2007, and as chairman and chief executive
officer since May 1997. Mr. Cowan is a director, the chair
of the audit committee, and a member of the compensation
committee of Buckeye Corrugated, Inc., a designer and
manufacturer of corrugated packaging. He is also a director and
a member of the audit committee of Great Lakes Construction Co.,
a civil construction company. Mr. Cowan formerly served as
chairman of the board of trustees of Kent State University and
as a trustee of the board of trustees of Northeastern Ohio
Universities College of Medicine. Mr. Cowan is a member of the
Audit Committee. |

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| | The Board concluded that Mr. Cowan should serve as a Director
primarily due to his long experience in overseeing public
institutions and businesses and his significant knowledge of the
Company, having served on the Board since 2003. Specifically,
Mr. Cowan gained significant leadership, operating, and finance
experience in his positions as chairman and chief executive
officer of The Davey Tree Expert Company, as chairman of the
board of trustees of Kent State University, and as a trustee of
the board of trustees of Northeastern Ohio Universities College
of Medicine. Together with his service on corporate boards, this
background enables Mr. Cowan to provide valuable insights to the
Board, particularly in setting corporate strategy and overseeing
the Company’s finances. |
| --- | --- |
| ● | ELIZABETH VALK LONG Ms. Long, 61, has been a Director since May 1997. She was
executive vice president of Time Inc., the magazine publishing
subsidiary of Time Warner Inc., from May 1995 until her
retirement in August 2001. She is also a director and a member
of the compensation committee of Steelcase Inc., a furniture and
office systems manufacturer, and a director and the chair of the
compensation committee of Belk, Inc., a large, privately owned
department store chain in the United States. Ms. Long is the
Chair of the Compensation Committee and a member of the Audit
Committee. |
| | The Board concluded that Ms. Long should serve as a Director
primarily due to her long experience managing and overseeing
businesses, her experience serving as a director of other
private and public companies, and her significant knowledge of
the Company, having served on the Board since 1997. As executive
vice president of Time Inc., she was responsible for consumer
marketing, customer service, retail distribution, human
resources, legal affairs, and corporate communications. Together
with her service on corporate boards, most recently for
Steelcase Inc. and Belk, Inc., Ms. Long’s background
enables her to provide valuable insights to the Board,
particularly in overseeing the Company’s finances,
marketing, and executive compensation practices. |
| ● | MARK T. SMUCKER Mr. Smucker, 41, has been a Director since January 2009. He
was elected as the Company’s President, U.S. Retail Coffee,
effective May 1, 2011. Prior to that time, he served as
President, Special Markets, since August 2008, Vice President,
International, since July 2007, Vice President, International
and Managing Director, Canada, since May 2006, and Vice
President and Managing Director, Canada, since June 2004. Mr.
Smucker is the son of Timothy P. Smucker, the nephew of Richard
K. Smucker, and the first cousin of Paul Smucker Wagstaff, all
three of whom serve as Directors and executive officers of the
Company. |
| | The Board concluded that Mr. Smucker should serve as a Director
largely due to his role as the Company’s President, U.S.
Retail Coffee, his significant knowledge of the Company gained
from more than 13 years of experience in various positions
within the Company, and his experience serving as a director and
a member of the nominating committee of GS1 U.S., as a director
of GS1 Canada, as a trustee of the Akron Art Museum, and as a
director and chair of the marketing communications committee for
Food & Consumer Products of Canada. The Board believes that
the perspectives that Mr. Smucker brings to the Board are
particularly valuable in light of the significance of the coffee
business to the Company. The Board also believes that continuing
participation by qualified members of the Smucker family on the
Board is an important part of the Company’s corporate
culture that has contributed significantly to its long-term
success. |

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Directors With Terms Expiring at the 2013 Annual Meeting

| ● | KATHRYN W. DINDO Ms. Dindo, 62, has been a Director since February 1996. In
1998, she commenced her career with FirstEnergy Corp., a utility
holding company, and retired as vice president and chief risk
officer in 2007, a position she held since November 2001. Prior
to that time, she was vice president, controller and chief
accounting officer of Caliber System, Inc., formerly Roadway
Services, Inc., a transportation services company. Ms. Dindo is
also a director and a member of the audit committees of Bush
Brothers & Company, a food processing and manufacturing
company, and ALLETE, Inc., a NYSE publicly traded energy service
provider. Ms. Dindo is the Chair of the Audit Committee and a
member of the Compensation Committee. The Company purchases
utility services and electricity from FirstEnergy Corp. and its
affiliates. |
| --- | --- |
| | The Board concluded that Ms. Dindo should serve as a Director
primarily due to her long experience in managing and overseeing
businesses, her experience serving as a director of other
private and public companies, and her significant knowledge of
the Company, having served on the Board since 1996.
Specifically, Ms. Dindo gained significant leadership, operating
and finance experience in her positions as vice president and
chief risk officer of FirstEnergy Corp. and as vice president,
controller and chief accounting officer of Caliber System, Inc.
Ms. Dindo is also a Certified Public Accountant and a former
partner of Ernst & Young LLP. Together with her service on
the corporate boards and audit committees of Bush Brothers
& Company and ALLETE, Inc., Ms. Dindo’s background
enables her to provide valuable insights to the Board,
particularly in overseeing the Company’s finances and
executive compensation practices. |
| ● | RICHARD K. SMUCKER Mr. Smucker, 63, has been a Director since October 1975. He
has been the Company’s Co-Chief Executive Officer since
February 2001 and Executive Chairman since August 2008, and
served as the Company’s President from 1987 through April
30, 2011. Effective August 16, 2011, Mr. Smucker will be the
Company’s sole Chief Executive Officer but will no longer
serve as the Executive Chairman. Mr. Smucker is also lead
director and a member of the compensation committee of The
Sherwin-Williams Company, a manufacturer of coatings and related
products, and a director and the deputy chairman of the
Cleveland Federal Reserve Bank board. In addition, he served on
the board of trustees of Miami University (Ohio) from May 2003
through December 2009. Mr. Smucker is the brother of Timothy P.
Smucker and the uncle of both Mark T. Smucker and Paul Smucker
Wagstaff, all three of whom serve as Directors and executive
officers of the Company. |
| | The Board concluded that Mr. Smucker should serve as a Director
largely due to his role as the Company’s Co-Chief Executive
Officer, his intimate knowledge of the Company, his experience
serving as a director of other private and public companies, and
his financial knowledge and experience. The Board believes that
Mr. Smucker’s extensive experience in and knowledge of the
Company’s business gained as a result of his long-time
service as a member of management is essential to the
Board’s oversight of the Company and its business
operations. The Board also believes that continuing
participation by qualified members of the Smucker family on the
Board is an important part of the Company’s corporate
culture that has contributed significantly to its long-term
success. |

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| ● | WILLIAM H. STEINBRINK Mr. Steinbrink, 68, has been a Director since 1994. He is
the principal of Unstuk LLC, through which he assists leaders in
developing new paths forward and mediates disputes. He served as
interim president of Wittenberg University (Ohio) from June 1,
2004 through June 30, 2005. Prior to that time, he was
associated with the law firm of Jones Day beginning in 1967 and
had been a partner at Jones Day for over 23 years. Mr.
Steinbrink is the former president and chief executive officer
of CSM Industries, Inc., a manufacturer of specialty metals, a
position he held between November 1996 and November 2000.
Mr. Steinbrink is a member of the Nominating Committee. |
| --- | --- |
| | The Board concluded that Mr. Steinbrink should serve as a
Director primarily due to his long experience in managing and
overseeing businesses and his significant knowledge of the
Company, having served on the Board since 1994. Specifically,
Mr. Steinbrink gained significant leadership, operating and
corporate governance experience in his positions as principal of
Unstuk LLC, interim president and board member of Wittenberg
University (Ohio), and president and chief executive officer of
CSM Industries, Inc. The Board believes that Mr.
Steinbrink’s background as a corporate lawyer and as a
senior executive of business enterprises and educational
institutions enables him to provide valuable insights to the
Board, particularly in setting corporate strategy and
supervising the Company’s governance. |
| ● | PAUL SMUCKER WAGSTAFF Mr. Wagstaff, 41, has been a Director since January 2009. He
was elected as the Company’s President, U.S. Retail
Consumer Foods, effective May 1, 2011. Prior to that time, he
served as President, U.S. Retail — Oils and Baking,
since August 2008, and Vice President, Foodservice and Beverage
Markets, since May 2006. From 2001 to 2006, he was the Vice
President and General Manager, Foodservice Market. Mr. Wagstaff
is the nephew of Timothy P. Smucker and Richard K. Smucker, and
the first cousin of Mark T. Smucker, all three of whom serve as
Directors and executive officers of the Company. |
| | The Board concluded that Mr. Wagstaff should serve as a Director
largely due to his role as the Company’s President, U.S.
Retail Consumer Foods, his significant knowledge of the Company
gained from more than 15 years of experience in various
positions within the Company, and his experience serving as an
advisory council member of Students in Free Enterprise, as a
funders’ committee representative for the Fund for our
Economic Future, and as a member of the board of trustees of Old
Trail School. The Board believes that the perspectives that Mr.
Wagstaff brings to the Board are particularly valuable in light
of the significance of the consumer foods business to the
Company. The Board also believes that continuing participation
by qualified members of the Smucker family on the Board is an
important part of the Company’s corporate culture that has
contributed significantly to its long-term success. |

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Directors With Terms Expiring at the 2012 Annual Meeting

| ● | PAUL J. DOLAN Mr. Dolan, 52, has been a Director since April 2006. He has
been the chairman and chief executive officer of the Cleveland
Indians, the Major League Baseball team operating in Cleveland,
Ohio, since November 2010, after having served as president
since January 2004 and as vice president and general counsel
since February 2000. He also serves as chairman and chief
executive officer of Fast Ball Sports Productions, a sports
media company. Mr. Dolan is a member of the Compensation
Committee. The Company sponsors several advertising and
promotional activities with the Cleveland Indians organization. |
| --- | --- |
| | The Board concluded that Mr. Dolan should serve as a Director
primarily due to his long experience in managing businesses, his
experience in serving as a trustee of numerous non-profit
organizations, and his significant knowledge of the evolving
needs and preferences of consumers. Specifically, Mr. Dolan has
gained significant leadership, operating, and marketing
experience in his positions as chairman, chief executive
officer, president, vice president and general counsel of the
Cleveland Indians and as chairman and chief executive officer of
Fast Ball Sports Productions. This background enables
Mr. Dolan to provide valuable insights to the Board,
particularly in setting corporate strategy and overseeing
executive compensation practices. |
| ● | NANCY LOPEZ KNIGHT Ms. Lopez Knight, 54, has been a Director since August 2006.
In 2000, Ms. Lopez Knight founded the Nancy Lopez Golf Company,
which focuses on the design and manufacture of top-quality golf
equipment for women. Ms. Lopez Knight is also an accomplished
professional golfer, having won 48 career titles, including
three majors, on the Ladies Professional Golf Association
(“LPGA”) Tour. She is a member of the LPGA Hall of
Fame and captained the 2005 U.S. Solheim Cup Team to victory.
She also serves as a member of the Commissioner Advisory Board
of the LPGA. In 2003, Ms. Lopez Knight was named to the Hispanic
Business magazine’s list of 80 Elite Hispanic Women.
Ms. Lopez Knight is a member of the Nominating Committee. |
| | The Board concluded that Ms. Lopez Knight should serve as a
Director primarily due to her leadership experience and her
extensive knowledge regarding the evolving needs and preferences
of consumers. As the founder of her own business, the Nancy
Lopez Golf Company, Ms. Lopez Knight has gained significant
leadership, operating, and marketing experience. Ms. Lopez
Knight is also active in charitable causes, including the
“Back in Full Swing” campaign designed to help
individuals improve their health after a heart attack. Ms. Lopez
Knight’s blend of business expertise and philanthropic
interests, together with her experience in dealing with the
public and the media as a renowned professional athlete, enables
her to provide the Board with valuable perspectives on the
Company’s management, strategy, and risks. |

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| ● | GARY A. OATEY Mr. Oatey, 62, has been a Director since January 2003. He
has been the chairman and chief executive officer of Oatey Co.,
a privately owned manufacturer of plumbing products, since
January 1995. Mr. Oatey is also a director and a member of the
audit and compensation committees of Shiloh Industries, Inc., a
publicly traded manufacturer of engineered metal products for
the automotive and heavy truck industries, and a director and a
member of the audit and compensation committees of Molded Fiber
Glass Companies, a composites manufacturing company. Mr. Oatey
is the Chair of the Nominating Committee. |
| --- | --- |
| | The Board concluded that Mr. Oatey should serve as a Director
primarily due to his long experience in managing businesses, his
experience in serving as a director of other public and private
companies, and his significant knowledge of the Company, having
served on the Board since 2003. As the chairman and chief
executive officer of Oatey Co. and a director of Shiloh
Industries, Inc. and Molded Fiber Glass Companies, Mr. Oatey has
gained significant leadership, operating, and corporate
governance experience. This background enables Mr. Oatey to
provide valuable insights to the Board, particularly in setting
corporate strategy and overseeing the Company’s governance. |
| ● | ALEX SHUMATE Mr. Shumate, 61, has been a Director since January 2009. He
is the North American managing partner of Squire, Sanders &
Dempsey L.L.P., where he has practiced law since February 1988.
Mr. Shumate is also a director and a member of the compensation
committee of Cincinnati Bell, Inc., a publicly owned provider of
voice and data telecommunications products and services, and a
trustee of The Ohio State University. Mr. Shumate is a
member of the Nominating Committee. |
| | The Board concluded that Mr. Shumate should serve as a Director
primarily due to his significant legal background, experience in
managing a business and serving as a director of other public
companies and a trustee of non-profit organizations. Mr. Shumate
has practiced law for nearly 35 years and is the North
American managing partner of Squire, Sanders & Dempsey
L.L.P. Mr. Shumate was named a Lawyer of the Year 2010 by Best Lawyers and an Ohio Super Lawyer by Law and
Politics magazine. Together with his service on the
corporate board and compensation committee of Cincinnati Bell,
Inc., Mr. Shumate’s background allows him to provide
valuable insights to the Board, particularly in regard to
corporate governance and risk issues that confront the Company. |

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| ● |
| --- |
| The Board concluded that Mr. Smucker should serve as a Director
largely due to his role as the Company’s Co-Chief Executive
Officer, his intimate knowledge of the Company, and his
experience serving as a director of other private and public
companies. The Board believes that Mr. Smucker’s extensive
experience in and knowledge of the Company’s business
gained as a result of his long-time service as a member of
management is essential to the Board’s oversight of the
Company and its business operations. The Board also believes
that continuing participation by qualified members of the
Smucker family on the Board is an important part of the
Company’s corporate culture that has contributed
significantly to its long-term success. |

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The Board unanimously recommends a vote FOR each of the nominees named

in this proxy statement for election to the Board.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines (the “Guidelines”) are designed to formalize the Board’s role and to confirm its independence from management and its role of aligning management and Board interests with the interests of shareholders. The Guidelines provide in pertinent part that:

| • | a majority of Directors will be “independent,” as set
forth under the rules of the NYSE and the SEC, and as further
set forth in the Guidelines; |
| --- | --- |
| • | all members of the Nominating Committee, the Compensation
Committee, and the Audit Committee (collectively, the
“Committees”) will be “independent” and
there will be at least three members on each of the Committees; |
| • | the “independent” Directors will meet in executive
session on a regular basis in conjunction with regularly
scheduled Board meetings (other than the meeting held on the day
of the annual meeting) and such meetings will be chaired by the
Chair of each of the Committees for each Committee executive
session and by the Chair of each of the Committees on a rotating
term of one year for each Board executive session; |
| • | the Board and each of the Committees will conduct an annual
self-evaluation; |
| • | all Directors will own a minimum amount of the Company’s
common shares with a value of no less than five times the annual
cash retainer paid to each Director, and each Director should
strive to attain this ownership threshold within five years of
joining the Board; |
| • | each Director will attend at least 75% of all regular and
special Board meetings; |
| • | each Director is limited to serving on a maximum of three public
company boards, including the Company, at any one time without
prior, unanimous consent of the Board; and |
| • | the Corporate Secretary of the Company will provide all new
Directors with materials and training in the Company’s
Director orientation program. |

The Guidelines are posted on the Company’s website at www.smuckers.com. A copy of the Guidelines will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

Shareholder Recommendations for Director Nominees

The Nominating Committee is responsible for identifying, evaluating, and recommending qualified candidates to the Board for nomination. The Nominating Committee considers all suggestions for membership on the Board, including nominations made by the Company’s shareholders. Shareholders’ nominations for Directors must be made in writing, and must include the nominee’s written consent to the nomination and detailed background information sufficient for the Nominating Committee to evaluate the nominee’s qualifications. Nominations should be submitted to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Corporate Secretary will then forward nominations to the Chair of the Nominating Committee. All recommendations must include qualifications which meet, at a minimum, the following criteria:

| • | candidates must be committed to the Company’s culture and
Basic Beliefs of Quality, People, Ethics, Growth, and
Independence, and will possess integrity, intelligence, and
strength of character having a balance of skills, knowledge,
diversity, background, and experience beneficial to the Company; |
| --- | --- |
| • | non-employee Director candidates must meet the independence
requirements set forth below under the heading “Director
Independence”; |
| • | candidates should have either significant experience in a senior
executive role with a major business organization or relevant
experience from other professional backgrounds, together with
knowledge of |

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corporate governance issues and a commitment to attend Board meetings and related Board activities; and

• candidates should not have any affiliations or relationships which could lead to a real or perceived conflict of interest.

The Nominating Committee and the Board consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, ethnicity, race, cultural background, and age, in determining whether an individual is qualified to serve as a Director of the Company. While the Board does not maintain a formal policy regarding diversity, it does consider the diversity of the Board when considering Director nominees. Diversity is important because a variety of points of view contribute to a more effective decision-making process. The Nominating Committee and the Board also consider the composition of the Board as a whole in evaluating whether a particular individual should serve on the Board, as the Board seeks to comprise itself of members which, collectively, possess a range of relevant skills, experience, and expertise.

Experience, Qualifications, Attributes, Skills and Diversity of Director Nominees

As mentioned above, in considering each Director nominee and the composition of the Board as a whole, the Nominating Committee looks for a diverse group of experiences, characteristics, attributes, and skills, which relate directly to the management and operations of the Company. Success in specific categories is a key factor in the Company’s overall operational success and creating shareholder value. The Nominating Committee believes that Directors who possess some or all of the following experiences, characteristics, attributes, and skills are better able to provide oversight of the Company’s management and its long-term and strategic objectives.

Adherence to the Company’s Basic Beliefs

The Company seeks Directors who have an understanding of, and are committed to, the Company’s Basic Beliefs of Quality, People, Ethics, Growth, and Independence. These Basic Beliefs are the Company’s values and principles that serve as guideposts for decisions at every level of the Company and cultivate a culture of commitment to each other and to the Company’s constituents. This unique culture has played an important role in the Company appearing on FORTUNE Magazine’s list of the 100 Best Companies to Work For in the United States 13 times, ranking number one in 2004. Further information regarding the Basic Beliefs can be found on the Company’s website at www.smuckers.com.

Leadership and Operating Experience

The Company seeks Directors who have significant leadership and operating experience. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They also demonstrate a practical understanding of organizations, processes, strategy, risk management, and the methods to drive change and growth. People with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others.

Independence

The Company requires that a majority of its Directors satisfy the independence requirements of the NYSE and the SEC.

Finance Experience

The Company believes that it is important for Directors to have an understanding of finance and financial reporting processes. Accurate financial reporting and auditing are critical to the Company’s success. The Company seeks to have a number of Directors who qualify as “audit committee financial experts,” within the meaning of Regulation S-K promulgated by the SEC (“Regulation S-K”), particularly for service on the Audit Committee. The Company expects all of its Directors to be financially knowledgeable.

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Public Company Board and Corporate Governance Experience

The Company seeks Directors who have experience serving on the boards of other large, publicly traded companies. This experience prepares the Directors to fulfill the Board’s responsibilities of overseeing the Company’s business and providing insight and guidance to management.

Operations or Distribution Experience

The Company seeks to have Directors with relevant general management or distribution operations experience in the consumer goods industry. In particular, the Company believes that it is important for Directors to have experience in new and expanding businesses, customer segments, and geographies.

Knowledge of the Company

The Company deems it important to have Directors that have in-depth knowledge of the Company and its operations, business segments, products, risks, strategy, and culture.

Minority; Diversity

The Company believes it is important to have a Board composition that is diverse in gender, ethnicity, race, cultural background, and age.

Marketing or Public Relations Experience

As a manufacturer and marketer of branded food products, the Company seeks Directors who have a diverse range of marketing or public relations experience.

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The Board believes that all of the Directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board. The specific experiences, qualifications, and skills that the Board considered in determining that each such person should serve as a Director are included in their individual biographies and also summarized further in the following table:

Adherence to the Company’s Basic Beliefs	Directors with Attribute — V.C. Byrd	A. Shumate
Understand and adhere to the Company’s Basic Beliefs.	R.D. Cowan	M.T. Smucker
	K.W. Dindo	T.P. Smucker
	P.J. Dolan	R.K. Smucker
	N.L. Knight	W.H. Steinbrink
	E.V. Long	P.S. Wagstaff
	G.A. Oatey
Leadership and Operating Experience	V.C. Byrd	A. Shumate
Significant leadership and operating experience.	R.D. Cowan	M.T. Smucker
	K.W. Dindo	T.P. Smucker
	P.J. Dolan	R.K. Smucker
	E.V. Long	W.H. Steinbrink
	G.A. Oatey	P.S. Wagstaff
Independence	R.D. Cowan	E.V. Long
Satisfy the independence requirements of the NYSE.	K.W. Dindo	G.A. Oatey
	P.J. Dolan	A. Shumate
	N.L. Knight	W.H. Steinbrink
Finance Experience	V.C. Byrd	M.T. Smucker
Possess the background, knowledge, and experience to	R.D. Cowan	T.P. Smucker
provide the Company with valuable insight in	K.W. Dindo	R.K. Smucker
overseeing the Company’s finances.	E.V. Long	P.S. Wagstaff
Public Company Board and Corporate Governance	V.C. Byrd	A. Shumate
Experience	K.W. Dindo	T.P. Smucker
Experience serving on the boards of other large,	E.V. Long	R.K. Smucker
publicly traded companies	G.A. Oatey
Operations or Distribution Experience	V.C. Byrd	M.T. Smucker
General management or distribution operations	R.D. Cowan	T.P. Smucker
experience in the consumer goods industry.	K.W. Dindo	R.K. Smucker
	G.A. Oatey	P.S. Wagstaff
	E.V. Long
Knowledge of the Company	V.C. Byrd	R.K. Smucker
Experience with the Company for a period in excess	K.W. Dindo	T.P. Smucker
of ten years	E.V. Long	W.H. Steinbrink
	M.T. Smucker	P.S. Wagstaff
Minority; Diversity	K.W. Dindo	A. Shumate
Contribute to the Board in a way that enhances	E.V. Long	M.T. Smucker
perspectives through diversity in gender, ethnicity,	N.L. Knight	P.S. Wagstaff
race, cultural background, and age
Marketing or Public Relations Experience	V.C. Byrd	G.A. Oatey
Possess unique experience or insight into marketing	R.D. Cowan	M.T. Smucker
or public relations matters.	P.J. Dolan	T.P. Smucker
	N.L. Knight	R.K. Smucker
	E.V. Long	P.S. Wagstaff

Director Resignation Policy

In connection with the adoption of a majority voting standard for uncontested elections of Directors, the Board adopted a Director resignation policy to address the situation in which one or more incumbent Directors

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fail to receive the required majority vote for re-election in an uncontested election. Under Ohio law, an incumbent Director who is not re-elected would remain in office as a “holdover” Director until his or her successor is elected. This Director resignation policy provides that an incumbent Director who is not re-elected with more “for” votes than “against” votes in an uncontested election will be expected to tender to the Board his or her resignation as a Director promptly following the certification of the election results. The Nominating Committee would then consider each tendered resignation and recommend to the Board whether to accept or reject each such tendered resignation. The Board would act on each tendered resignation, taking into account its fiduciary duties to the Company and its shareholders and the Nominating Committee’s recommendation, within 90 days following the certification of the election results. The Nominating Committee, in making its recommendation, and the Board in making its decision, may consider any factors or other information that they consider appropriate with respect to any tendered resignation, including, without limitation:

| • | the stated reason for such Director’s failure to receive
the approval of a majority of votes cast; |
| --- | --- |
| • | the percentage of votes cast against such Director; and |
| • | the performance of such Director. |

Following the Nominating Committee’s recommendation and the Board’s decision, the Board will promptly and publicly disclose its decision whether to accept or reject each tendered resignation and, if applicable, the reasons for rejecting a tendered resignation. If a Director’s tendered resignation is rejected, he or she would continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. If a Director’s tendered resignation is accepted, then the Board would have the sole discretion to fill any resulting vacancy or decrease the number of Directors, in each case pursuant to the provisions of and to the extent permitted by the Amended Regulations of the Company (the “Regulations”). Any Director who tenders his or her resignation pursuant to this policy would abstain from the Nominating Committee’s recommendation or the Board’s action regarding whether to accept or reject the tendered resignation. While this description reflects the terms of the Director resignation policy that the Board currently has, the Board retains the power to amend and administer the policy as the Board, in its sole discretion, determines is appropriate. The Director resignation policy is posted on the Company’s website at www.smuckers.com and a copy will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

Director Independence

The Company requires that a majority of its Directors be “independent” as defined by the rules of the NYSE and the SEC. The Company may, in the future, amend the Guidelines to establish such additional criteria as the Board determines to be appropriate. The Board makes a determination as to the independence of each Director on an annual basis. The Board has determined that all of the following eight non-employee Directors are independent Directors: R. Douglas Cowan, Kathryn W. Dindo, Paul J. Dolan, Nancy Lopez Knight, Elizabeth Valk Long, Gary A. Oatey, Alex Shumate, and William H. Steinbrink.

In general, “independent” means that a Director has no material relationship with the Company or any of its subsidiaries. The existence of a material relationship is determined upon a review of all relevant facts and circumstances and generally is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from management of the Company.

The Board considers the issue of materiality from the standpoint of the persons or organizations with which the Director has an affiliation, as well as from the standpoint of the Director.

The following standards will be applied by the Board in determining whether individual Directors qualify as “independent” under the rules of the NYSE and the SEC. To the extent that these standards are more stringent than the rules of the NYSE or the SEC, such standards will apply. References to the Company include its consolidated subsidiaries.

• No Director will be qualified as independent unless the Board affirmatively determines that the Director has no material relationship with the Company, either directly or as a partner, shareholder, or officer of

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an organization that has a relationship with the Company. The Company will disclose these affirmative determinations.

| • | No Director who is a former employee of the Company can be
independent until three years after the end of his or her
employment relationship with the Company. |
| --- | --- |
| • | No Director whose immediate family member is, or has been within
the last three years, an executive officer of the Company can be
independent. |
| • | No Director who received, or whose immediate family member has
received, more than $120,000 in any twelve-month period in
direct compensation from the Company within the past three
years, other than Director and Committee fees and pension or
other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued
service), can be independent until three years after he or she
ceases to receive more than $120,000 in any twelve-month period
in such compensation during such time period. |
| • | No Director who is affiliated with or employed by, or whose
immediate family member is affiliated with or employed in a
professional capacity by, a present or former internal or
external auditor of the Company can be independent until three
years after the end of the affiliation or the employment or
auditing relationship. |
| • | No Director who is employed, or whose immediate family member is
employed, as an executive officer of another company where any
of the Company’s present executive officers serve on that
company’s compensation committee can be independent until
three years after the end of such service or employment
relationship. |
| • | No Director who is an executive officer or employee, or whose
immediate family member is an executive officer, of a company
(excluding charitable organizations) that makes payments to, or
receives payments from, the Company for property or services in
an amount which, in any single fiscal year, exceeds the greater
of $1,000,000 or 2% of such other company’s consolidated
gross revenues can be independent until three years after
falling below such threshold. |
| • | No Director can be independent if the Company has made
charitable contributions to any charitable organization in which
such Director serves as an executive officer if, within the
preceding three years, contributions by the Company to such
charitable organization in any single completed fiscal year of
such charitable organization exceeded the greater of $1,000,000
or 2% of such charitable organization’s consolidated gross
revenues. |

In its review and application of the criteria used to determine independence, the Board considered the fact that the Company does business with organizations directly or indirectly affiliated with Ms. Dindo, Mr. Dolan, and Ms. Lopez Knight and affirmatively determined that the amounts paid to the entities affiliated with these individuals do not meet the threshold which would create an issue under the standards for determining independence.

The value of the services and electricity purchased from FirstEnergy Corp., from where Ms. Dindo officially retired in 2007, and its affiliates in fiscal year 2011 was approximately $2,417,000 and does not exceed the greater of $1,000,000 or 2% of FirstEnergy Corp.’s consolidated gross revenues.

The value of advertising and promotional activities sponsored with the Cleveland Indians organization, of which Mr. Dolan is the chairman and chief executive officer and a part owner, in fiscal year 2011 was approximately $268,000 and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of the Cleveland Indians.

The value of advertising and promotional activities sponsored with the LPGA, of which Ms. Lopez Knight is associated as a former player and as a current member of the Commissioner Advisory Board, in fiscal year 2011 was approximately $266,000 and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of the LPGA.

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Structure of the Board of Directors

Chairman and Chief Executive Officer as Directors

The Regulations provide that one person may hold the positions of Chairman of the Board and Chief Executive Officer. Although a majority of the Company’s Directors are independent, the Board does not have a lead independent Director. Timothy P. Smucker, one of the Company’s Co-Chief Executive Officers (“Co-CEO”), currently serves as Chairman. Effective August 16, 2011, Timothy P. Smucker will no longer serve as a Co-CEO but will continue to serve as Chairman. The Board believes that a Co-CEO, or a former Co-CEO, is best situated to serve as Chairman because he is one of the Directors most familiar with the Company’s business and industry. The Board believes that having a current or former Co-CEO serve as Chairman provides an efficient and effective leadership model for the Company by fostering clear accountability, effective decision-making, and alignment of corporate strategy. The Board’s independent Directors bring experience, oversight, and expertise from outside the Company and industry, while the Co-CEOs and Chairman bring Company and industry-specific experience and expertise. One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of its strategy once it is developed. The Board believes that its current and proposed management structure, together with independent Directors having the duties described above, is in the best interests of shareholders because it strikes an appropriate balance for the Company; with a current or former Co-CEO also serving as Chairman, there is unified leadership and a focus on strategic development and execution, while the independent Directors help assure independent oversight of management.

Board’s Role in Risk Oversight

Risk is inherent in any business, and the Company’s management is responsible for the day-to-day management of risks that the Company faces. The Board, on the other hand, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to evaluate the risk management process to ensure its adequacy and that it is implemented properly by management.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. The Board meets regularly with senior management, including the executive officers, to discuss strategy and risks facing the Company. Senior management attends the Board’s quarterly meetings, as well as certain Committee meetings, in order to address any questions or concerns raised by the Board on risk management and any other matters. Each quarter, the Board receives presentations from senior management on business operations, financial results, and strategic issues. In addition, senior management holds an annual strategic planning retreat, as well as periodic strategic planning sessions, to discuss strategies, key challenges, and risks and opportunities for the Company. Senior management then reviews the results of each strategic planning session with the Board.

The Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, and compliance with legal and regulatory requirements. Risk assessment reports are regularly provided by management and the Company’s internal auditors to the Audit Committee. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s compensation policies and programs, including overseeing the Company’s compensation-related risk assessment described further below in this proxy statement. The Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for Directors and executive officers, and corporate governance, including the annual monitoring of corporate governance issues, developing Director self-evaluations, reviewing potential conflicts of interest, and developing stock ownership guidelines for the Company’s executive officers. All of these Committees report back to the full Board at Board meetings as to the Committees’ activities and matters discussed and reviewed at the Committees’ meetings. In addition, the Board is encouraged to participate in internal and external Director education courses to keep apprised of current issues, including areas of risk.

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Communications with the Board

Interested parties who wish to communicate with members of the Board as a group, with non-employee Directors as a group, or with individual Directors, may do so by writing to Board Members c/o Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Directors have requested that the Corporate Secretary act as their agent in processing any communications received. All communications that relate to matters that are within the scope of responsibilities of the Board and its Committees will be forwarded to the appropriate Directors. Communications relating to matters within the responsibility of one of the Committees will be forwarded to the Chair of the appropriate Committee. Communications relating to ordinary business matters are not within the scope of the Board’s responsibility and will be forwarded to the appropriate officer at the Company. Solicitations, advertising materials, and frivolous or inappropriate communications will not be forwarded.

Policy on Ethics and Conduct

Ethics is one of the Company’s Basic Beliefs and is fundamental to the Company’s business. The Company emphasizes that ethical conduct is vital to ensure successful, sustained business relationships.

The Company’s Policy on Ethics and Conduct applies to all employees and Directors of the Company, its subsidiaries, and its affiliates. The policy details specifics concerning the manner in which employees and Directors are expected to conduct themselves and imposes on each person the responsibility for making ethical choices.

Any changes to this policy and any waivers of this policy for or on behalf of any Director, executive officer, or senior financial officer of the Company must be approved by the Board, or by a Committee of the Board, to which authority to issue such waivers has been delegated by the Board. Any such waivers will be promptly disclosed to the public, as required by applicable law, and will be disclosed on the Company’s website at www.smuckers.com. Waivers of this policy for any other employee may be made only by an authorized officer of the Company.

The Policy on Ethics and Conduct is posted on the Company’s website at www.smuckers.com and a copy will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

The Board has established means for employees to report violations of the policy to their manager or supervisor or to the General Counsel. Reports to the General Counsel may be made in writing, by telephone, in person, or may be submitted anonymously through the Company’s toll-free telephone hotline.

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BOARD AND COMMITTEE MEETINGS

Board Meetings

During fiscal year 2011, there were six meetings of the Board. All Directors are required to, and did, attend at least 75% of the total number of Board and Committee meetings for which they were eligible. The Company has not adopted a formal policy requiring Directors to attend the annual meeting of shareholders. All Directors attended the 2010 annual meeting.

The Board has a Nominating Committee, a Compensation Committee, and an Audit Committee. All of the Committees are comprised entirely of independent Directors in accordance with the NYSE listing standards. Charters for each Committee are posted on the Company’s website at www.smuckers.com. A copy of each Charter will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

The table below shows current members of each of the Committees and the number of meetings held by each Committee in fiscal year 2011.

Name	Nominating Committee	Compensation — Committee	Audit Committee
R. Douglas Cowan			ü
Kathryn W. Dindo		ü	Chair
Paul J. Dolan		ü
Nancy Lopez Knight	ü
Elizabeth Valk Long		Chair	ü
Gary A. Oatey	Chair
Alex Shumate	ü
William H. Steinbrink	ü
Number of Meetings	3	5	8

Director Compensation

Directors who are employees of the Company receive no compensation for their services as Directors. The Company uses a combination of cash and stock-based compensation to attract and retain non-employee Directors who serve on the Board. At its January 2011 meeting, the Compensation Committee and the Board approved an increase in the compensation to be paid to the Company’s non-employee Directors. This increase in compensation paid to non-employee Directors became effective May 1, 2011, and was based on a review of Director compensation conducted by the Company’s outside compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”), the results of which were presented to the Compensation Committee at its January 2011 meeting. A review of Director compensation is performed on an annual basis in order to remain aware of current trends in Director compensation.

For fiscal year 2012, non-employee Directors will be eligible to receive the following compensation:

Type of Compensation	Amount
Annual Retainer	$ 60,000	Per year
Additional Annual Retainer for Committee Chair (except Audit Committee Chair)	$ 10,000	Per year
Additional Annual Retainer for Audit Committee Chair	$ 15,000	Per year
Attendance Fee for Board Meetings	$ 1,500	Per meeting
Attendance Fee for Committee Meetings	$ 1,500	Per meeting
Annual Grant of Deferred Stock Units	$ 105,000	In deferred stock units granted annually in October

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The annual grant of deferred stock units having a value of $105,000 will be issued out of The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan (the “2010 Plan”) approved by the shareholders at the 2010 annual meeting. The deferred stock units vest immediately upon grant and are entitled to dividends in an amount paid to all shareholders. These dividends are reinvested in additional deferred stock units.

During fiscal year 2012, non-employee Directors may elect to receive a portion of their annual retainer and meeting fees in the form of deferred stock units. Such amounts will be deferred under the Nonemployee Director Deferred Compensation Plan, which was adopted by the Board effective January 1, 2007 (the “Nonemployee Director Deferred Compensation Plan”). All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of service as a non-employee Director.

For fiscal year 2011, non-employee Directors were eligible to receive the following compensation:

Type of Compensation	Amount
Annual Retainer	$ 55,000	Per year
Additional Annual Retainer for Committee Chair (except Audit Committee Chair)	$ 7,500	Per year
Additional Annual Retainer for Audit Committee Chair	$ 10,000	Per year
Attendance Fee for Board Meetings	$ 1,500	Per meeting
Attendance Fee for Committee Meetings	$ 1,500	Per meeting
Annual Grant of Deferred Stock Units	$ 90,000	In deferred stock units granted annually in October

The annual grant of deferred stock units having a value of $90,000 was issued out of The J. M. Smucker Company 2006 Equity Compensation Plan (the “2006 Plan”). The deferred stock units vested immediately upon grant and are entitled to dividends in an amount paid to all shareholders. These dividends are reinvested in additional deferred stock units.

During fiscal year 2011, non-employee Directors could have elected to receive a portion of their annual retainer and meeting fees in the form of deferred stock units. Such amounts were deferred under the Nonemployee Director Deferred Compensation Plan. All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of service as a non-employee Director.

The Board has established minimum amounts of stock ownership for non-employee Directors equal to no less than five times the annual cash retainer paid to each non-employee Director. The Board policy also provides that each non-employee Director should strive to attain this ownership threshold within five years of joining the Board. At this time, all non-employee Directors have either met or, if serving for less than five years, are on pace to meet the stock ownership guidelines.

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The following table reflects compensation earned by the non-employee Directors for fiscal year 2011.

2011 Director Compensation

	Fees Earned or	Stock	Option	All Other
Name	Paid in Cash	Awards	Awards	Compensation	Total
(1)(2)	($)	($)(3)	($)(4)	($)(5)	($)
R. Douglas Cowan	76,000	90,000	—	—	166,000
Kathryn W. Dindo	92,000	90,000	—	—	182,000
Paul J. Dolan	71,500	90,000	—	—	161,500
Nancy Lopez Knight	68,500	90,000	—	—	158,500
Elizabeth Valk Long	91,000	90,000	—	—	181,000
Gary A. Oatey	76,000	90,000	—	—	166,000
Alex Shumate	68,500	90,000	—	—	158,500
William H. Steinbrink	68,500	90,000	—	—	158,500

| (1) | Vincent C. Byrd, Mark T. Smucker, Richard K. Smucker, Timothy P.
Smucker, and Paul Smucker Wagstaff are not included in this
table as they are employees of the Company and receive no
compensation for their services as Directors. The compensation
received by Vincent C. Byrd, Mark T. Smucker, Richard K.
Smucker, and Timothy P. Smucker as employees of the Company is
shown in the “Summary Compensation Table.” The
compensation received by Paul Smucker Wagstaff as an employee of
the Company is shown in the “Related Party
Transactions” section of this proxy statement. |
| --- | --- |
| (2) | As of April 30, 2011, each non-employee Director had the
aggregate number of deferred stock units and stock options shown
below. Deferred stock units include deferred meeting and
retainer compensation and annual stock unit awards valued at a
predetermined dollar amount, along with additional stock units
credited as a result of the reinvestment of dividends. |

	Deferred	Stock
Name	Stock Units	Options
R. Douglas Cowan	15,601	5,500
Kathryn W. Dindo	24,960	5,500
Paul J. Dolan	15,331	—
Nancy Lopez Knight	7,971	—
Elizabeth Valk Long	35,098	10,500
Gary A. Oatey	21,162	5,500
Alex Shumate	3,298	—
William H. Steinbrink	32,504	10,500

| (3) | These amounts reflect the aggregate grant date fair value, as
computed in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (“ASC Topic
718”), for stock awards granted to the non-employee
Directors in the fiscal year ended April 30, 2011. |
| --- | --- |
| (4) | No stock options were awarded in fiscal year 2011. |
| (5) | Non-employee Directors occasionally receive perquisites provided
by or paid by the Company. During fiscal year 2011, these
perquisites included occasional samples of the Company’s
products and tickets to Company-sponsored events. The aggregate
value of all benefits provided to each non-employee Director in
fiscal year 2011 was less than $10,000. |

Executive Sessions and Presiding Director

In fiscal year 2011, the Board held three regularly scheduled executive sessions in which only the independent Directors were present. As provided in the Guidelines, these meetings were chaired by Elizabeth Valk Long, the Chair of the Compensation Committee. In fiscal year 2012, the Chair of the Audit Committee

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will chair the executive sessions. In fiscal year 2013, the Chair of the Nominating Committee will chair the executive sessions. Executive sessions of the Board are held in conjunction with regularly scheduled meetings of the Board. There is no executive session held on the day of the annual meeting, unless specifically requested by a Director.

Nominating and Corporate Governance Committee

The Nominating Committee has four members and met three times during fiscal year 2011. The principal functions of the Nominating Committee include:

| • | developing qualifications/criteria for selecting and evaluating
Director nominees and evaluating current Directors; |
| --- | --- |
| • | evaluating the performance of the Company’s Co-CEOs; |
| • | considering and proposing Director nominees for election at the
annual meeting; |
| • | selecting candidates to fill Board vacancies as they may occur; |
| • | making recommendations to the Board regarding the
Committees’ memberships; |
| • | considering key management succession planning issues as
presented annually by management; |
| • | developing and generally monitoring the Guidelines; |
| • | developing stock ownership guidelines for the executive officers; |
| • | reviewing and approving, as appropriate, related party
transactions consistent with the guidelines set forth in the
Company’s Policy on Ethics and Conduct and the
Company’s related party transaction policy; |
| • | making recommendations to the Board regarding Director
orientation and continuing training; |
| • | developing procedures for shareholders to communicate with the
Board; |
| • | administering the annual evaluation of the Board; and |
| • | performing other functions or duties deemed appropriate by the
Board. |

The Nominating Committee operates under a written charter, which is posted on the Company’s website at www.smuckers.com. A copy of the Nominating Committee charter is available free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Nominating Committee believes its charter is an accurate and adequate statement of the Nominating Committee’s responsibilities, and the Nominating Committee reviews its charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities.

Executive Compensation Committee

The Compensation Committee has three members and met five times during fiscal year 2011. The principal functions of the Compensation Committee include:

| • | establishing, regularly reviewing, and implementing the
Company’s compensation philosophy; |
| --- | --- |
| • | determining the total compensation packages and performance
goals of the Company’s executive officers; |
| • | assuring that the total compensation paid to the Company’s
executive officers is fair, equitable, and competitive based on
an internal review and as compared to external market data; |
| • | approving and administering the terms and policies of the
Company’s long-term incentive compensation programs
(including the Company’s restricted stock program) for
executive officers; |

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| • | approving and administering the terms and policies of the
Company’s short-term incentive compensation programs
(including the cash bonus program) for executive officers; |
| --- | --- |
| • | considering employee benefit programs generally; |
| • | reviewing the compensation paid to non-employee Directors and,
as appropriate, making recommendations to the Board; |
| • | with the assistance of the Company’s management and any
outside consultants the Compensation Committee deems
appropriate, overseeing the risk assessment of the
Company’s compensation arrangements and reviewing at least
annually the relationship (if any) between the Company’s
risk management policies and practices and the Company’s
compensation arrangements; and |
| • | performing other functions or duties deemed appropriate by the
Board. |

The Compensation Committee operates under a written charter, which is posted on the Company’s website at www.smuckers.com. A copy of the Compensation Committee charter is available free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Compensation Committee believes its charter is an accurate and adequate statement of the Compensation Committee’s responsibilities, and the Compensation Committee reviews its charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities. More information about the Compensation Committee and related topics is provided in the “Compensation Discussion and Analysis” section of this proxy statement.

Audit Committee

The Audit Committee has three members and met eight times during fiscal year 2011, including three telephonic meetings to review the Company’s quarterly filings on Form 10-Q. The principal functions of the Audit Committee include:

| • | determining annually that at least one of its members meets the
definition of “audit committee financial expert”; |
| --- | --- |
| • | reviewing annually the financial literacy of each of its
members, as required by the NYSE; |
| • | reviewing with the Independent Auditors of the Company the scope
and thoroughness of the Independent Auditors’ examination
and considering recommendations of the Independent Auditors; |
| • | appointing the Independent Auditors and pre-approving all
services and related fees for the year; |
| • | reviewing the sufficiency and effectiveness of the
Company’s system of internal controls, including compliance
with Section 404 of the Sarbanes-Oxley Act of 2002, with
the Company’s financial officers, the Independent Auditors,
and, to the extent the Audit Committee deems necessary, legal
counsel; |
| • | reviewing and discussing the Company’s quarterly and annual
filings on Form 10-Q and Form 10-K, respectively; |
| • | reviewing and monitoring, with the Company’s senior
management, the Company’s major financial risk exposures; |
| • | reviewing and approving the charter for the Company’s
internal audit function, the annual internal audit plan, and
summaries of recommendations; and |
| • | performing other functions or duties deemed appropriate by the
Board. |

As part of her responsibilities, the Chair of the Audit Committee met quarterly with the Company’s management and Independent Auditors to review earnings release information.

In addition, the Audit Committee reviewed the financial literacy of each of its members, as required by the listing standards of the NYSE, and determined that each of its members meets the criteria established by the NYSE. The Audit Committee also reviewed the definition of an “audit committee financial expert” as set forth in Regulation S-K and determined that two of its members, Kathryn W. Dindo and R. Douglas Cowan,

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satisfy the criteria for an audit committee financial expert. The Board adopted a resolution at its April, 2011 meeting designating each of Ms. Dindo and Mr. Cowan as an “audit committee financial expert,” within the meaning of Regulation S-K.

The Audit Committee operates under a written charter, which is posted on the Company’s website at www.smuckers.com. A copy of the Audit Committee charter is available free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Audit Committee believes its charter is an accurate and adequate statement of the Audit Committee’s responsibilities, and the Audit Committee reviews its charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities. A more detailed report of the Audit Committee is set forth below under the “Report of the Audit Committee” section of this proxy statement.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of three independent Directors, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Audit Committee serves as the primary communication link between the Board as the representative of the shareholders, the Company’s Independent Auditors, Ernst & Young LLP, and the Company’s internal auditors. The Company’s management has the primary responsibility for financial statements and the reporting process, including the systems of internal control.

In fulfilling its responsibilities during the fiscal year, the Audit Committee reviewed with management the financial statements and related financial statement disclosures included in the Company’s Quarterly Reports on Form 10-Q and the audited financial statements and related financial statement disclosures included in its Annual Report on Form 10-K for the fiscal year ended April 30, 2011. Also, the Audit Committee reviewed with the Independent Auditors their judgments as to both the quality and the acceptability of the Company’s accounting policies. The Audit Committee’s review with the Independent Auditors included a discussion of other matters required under Auditing Standards promulgated by the Public Company Accounting Oversight Board, including Interim Auditing Standards defined under Public Company Accounting Oversight Board Rule 3200T, Interim Auditing Standards , which include matters required by the Statement on Auditing Standards No. 114, The Auditor’s Communication With Those Charged With Governance .

The Audit Committee received the written disclosures from the Independent Auditors required by the Public Company Accounting Oversight Board Rule 3526 and has discussed those disclosures with the Independent Auditors. The Audit Committee also has considered the compatibility of non-audit services with the Independent Auditors’ independence.

The Audit Committee discussed with the Company’s internal auditors and Independent Auditors the overall scope and plans for their respective audits and reviewed the Company’s plans for compliance with management certification requirements pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee met with the internal auditors and Independent Auditors to discuss the results of the auditors’ examinations, their evaluation of the Company’s internal controls, including a review of the disclosure control process, as well as the overall quality of the Company’s financial reporting. The Audit Committee, or the Audit Committee Chair, also pre-approved services provided by the Independent Auditors during fiscal year 2011.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011. The Audit Committee authorized the appointment of Ernst & Young LLP as the Company’s Independent Auditors for the fiscal year 2012.

AUDIT COMMITTEE

Kathryn W. Dindo, Chair R. Douglas Cowan Elizabeth Valk Long

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SERVICE FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table summarizes the aggregate fees, including out of pocket expenses, paid to the Independent Auditors for the years ended April 30, 2011 and 2010:

Type of Fees	2011	2010
Audit Fees(1)	$ 2,010,000	$ 2,131,000
Audit-Related Fees(2)	$ 555,000	$ 45,000
Tax Fees(3)	$ 1,376,000	$ 1,817,000
All Other Fees	$ —	$ —
Total Fees	$ 3,941,000	$ 3,993,000

| (1) | Audit fees primarily relate to (i) the audit of the
Company’s consolidated financial statements as of and for
the years ended April 30, 2011 and 2010, including
statutory audits of certain international subsidiaries;
(ii) the assessment of internal controls over financial
reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002; and (iii) the reviews of the
Company’s unaudited condensed consolidated interim
financial statements as of July 31, October 31, and
January 31 for fiscal years 2011 and 2010. |
| --- | --- |
| (2) | Audit-related fees are for (i) audits of certain employee
benefit plans; (ii) financial reporting advisory services;
(iii) acquisition related due diligence; (iv) the
Company’s subscription to on-line research services; and
(v) other attest services. |
| (3) | Tax fees are primarily for tax work in connection with tax
compliance, preparation and planning services. |

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee charter, as well as the policies and procedures adopted by the Audit Committee, require that all audit and permitted non-audit services provided by the Independent Auditors be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and, in limited circumstances, other services. The Audit Committee’s pre-approval identifies the particular type of service and is subject to a specific engagement authorization.

Should it be necessary to engage the Independent Auditors for additional, permitted services between scheduled Audit Committee meetings, the Audit Committee Chair has been delegated the authority to approve up to $200,000 for additional services for a specific engagement. The Audit Committee Chair then reports such pre-approval at the next meeting of the Audit Committee. The approval policies and procedures of the Audit Committee do not include delegation of the Audit Committee’s responsibility to the Company’s management.

All of the services described above were approved by the Audit Committee, or the Audit Committee Chair, before the Independent Auditors were engaged to render the services or otherwise in accordance with the approval process adopted by the Audit Committee.

COMMUNICATIONS WITH THE AUDIT COMMITTEE

The Company’s Policy on Ethics and Conduct has established procedures for confidential, anonymous complaints by employees and from third parties received by the Company regarding accounting, internal accounting controls, or auditing matters. The Policy on Ethics and Conduct is posted on the Company’s website at www.smuckers.com and is available free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 2 on the proxy card)

The Audit Committee has appointed Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending April 30, 2012. The Audit Committee has requested that the shareholders ratify this decision. Ernst & Young LLP has served as the Company’s Independent Auditors since 1955.

A representative of Ernst & Young LLP will be present at the annual meeting with an opportunity to make a statement, if so desired, and to respond to appropriate questions with respect to that firm’s examination of the Company’s financial statements for the fiscal year ended April 30, 2011.

Although shareholder ratification is not required under the laws of the State of Ohio, the Company is submitting the appointment of Ernst & Young LLP to the shareholders for ratification at the annual meeting as a matter of good corporate practice and in order to provide a means by which shareholders may communicate their opinion to the Audit Committee. If the shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP and may retain that firm or another firm without re-submitting the matter to the shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company’s best interests and the interests of the shareholders.

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The Board unanimously recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”) (Proposal 3 on the proxy card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, requires that the Company provide its shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the Company’s Co-CEOs, Chief Financial Officer and the three other most highly compensated executive officers (collectively, the “Named Executive Officers”) as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.

As described in detail under the heading “Compensation Discussion and Analysis , ” the Company seeks to closely align the interests of the Named Executive Officers with the interests of its shareholders. The Company’s compensation programs are designed to reward the Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and the achievement of positive total shareholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Some of the Company’s key compensation practices and recent modifications include:

| • | Performance-Based Pay. The Company abides by a
strong pay for performance philosophy. For fiscal year 2011, 55%
to 80% of the principal compensation components for the
Company’s executive officers was variable and tied to
financial performance. |
| --- | --- |
| • | No Employment Agreements. The Company does not
have employment agreements, severance agreements, or change of
control agreements with any of the Company’s executive
officers (except that the award agreements executed by all
participants receiving long-term incentive awards provide for
accelerated vesting upon a change of control). |
| • | Significant Stock Ownership. The Company has a
minimum stock ownership requirement for all of its executive
officers. |
| • | Compensation Risk Assessment. The Company
annually conducts a review of its compensation practices and
policies and has concluded that its compensation policies and
practices do not encourage excessive or unnecessary risk-taking
and are not reasonably likely to have a material adverse effect
on the Company. |
| • | Independent Compensation Committee. Each
member of the Compensation Committee is independent as defined
in the corporate governance listing standards of the NYSE and
the Company’s director independence standards. |
| • | Outside Compensation Consultant. The
Compensation Committee utilizes the services of an independent
outside compensation consultant. |
| • | Hedging Policy. The Board adopted a “no
hedging” policy prohibiting directors, employees, and
officers, including executive officers, from engaging in hedging
transactions in the Company’s common shares. |
| • | Use of Tally Sheets. When approving changes in
compensation for the Named Executive Officers, the Compensation
Committee reviews a tally sheet for each Named Executive Officer. |

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of the Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the Company, the Board, or the Compensation Committee. To the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this proxy statement, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve, on an advisory basis, the Company’s executive compensation. Abstentions and broker non-votes will have the same effect as votes against this proposal. Under the Articles, shareholders are entitled to cast ten-votes-per-share on any

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matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement, or agreement. Because the vote on Proposal 3 is a non-binding, advisory vote, the Company has determined that such ten-votes-per-share provisions will not apply to this proposal.

Accordingly, the Company asks the shareholders to vote on the following resolution at the Company’s annual meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement for the 2011 annual meeting of shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2011 Summary Compensation Table, and the other related tables and disclosures.”

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The Board unanimously recommends a vote FOR the approval of the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement.

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ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE SAY-ON-PAY VOTES (Proposal 4 on the proxy card)

The Dodd-Frank Act also provides that shareholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently the Company should seek future advisory votes on the compensation of the Named Executive Officers as disclosed in accordance with the compensation disclosure rules of the SEC, which is referred to in this proxy statement as an advisory vote on executive compensation or Say-on-Pay. By voting with respect to this Proposal 4, shareholders may indicate whether they would prefer that the Company conduct future advisory votes on Say-on-Pay once every one, two, or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal.

The Board has determined that an annual advisory Say-on-Pay vote will allow the Company’s shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with shareholders on executive compensation and corporate governance matters.

The Company recognizes that shareholders may have different views as to the best approach for the Company, and therefore the Company looks forward to hearing from shareholders as to their preference on the frequency of holding future Say-on-Pay votes.

This vote is advisory, which means that the vote is not binding on the Company, the Board, or the Compensation Committee. The Board and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on Say-on-Pay.

The affirmative vote of the holders of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve, on an advisory basis, the frequency of holding future Say-on-Pay votes. Abstentions and broker non-votes will have the same effect as votes against this proposal. If the holders of a majority of the total voting power of the Company do not approve the Board’s recommendation to have an annual Say-on-Pay vote, then the option receiving the highest number of votes will be deemed the frequency selected by the shareholders. In such case, the Board may decide that it is in the best interests of shareholders and the Company to hold an advisory Say-on-Pay vote more or less frequently than the frequency receiving the most votes cast by shareholders. Under the Articles, shareholders are entitled to cast ten-votes-per-share on any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement or agreement. Because the vote on Proposal 4 is a non-binding, advisory vote, the Company has determined that such ten-votes-per-share provisions will not apply to this proposal.

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The Board unanimously recommends a vote for the option of 1 YEAR as the preferred frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee regularly reviews the Company’s compensation philosophy and objectives. The Compensation Committee is also responsible for reviewing and approving compensation for the Company’s executive officers on an annual basis. A description of the Compensation Committee’s responsibilities is set forth in detail in its charter, which is posted on the Company’s website at www.smuckers.com.

Set forth below is a detailed discussion of the Company’s compensation program for its executive officers organized as follows:

I.	Executive Summary	Page — 34
II.	Compensation Consultant	Page — 36
III.	Components of the Company’s Compensation Program for
Executive Officers	Page — 37
IV.	Determination of Compensation for Executive
Officers	Page — 38
V.	What the Company’s Short-Term Incentive Compensation
Program is Designed to Reward and How it Works	Page — 41
VI.	What the Company’s Long-Term Incentive Compensation
Program (Performance-Based Restricted Stock) is Designed to
Reward and How it Works	Page — 43
VII.	Health Benefits	Page — 45
VIII.	Pension and Retirement Plans, the Non-qualified
Supplemental Retirement Plan, and the Voluntary Deferred
Compensation Plan	Page — 45
IX.	Other Benefits Executive Officers Receive	Page — 46
X.	Description of Agreements with Executive Officers	Page — 47
XI.	Tax and Accounting Considerations	Page — 47
XII.	Compensation-Related Risk Assessment	Page — 47

I. Executive Summary

The Company manages its business with the long-term objective of providing value to all of its constituents, namely, consumers, customers, employees, suppliers, communities in which the Company has a presence, and shareholders. The Company’s compensation programs are designed to support this overall objective. The Company’s compensation philosophy is that compensation for all employees, including its executive officers, should be:

•	fair and equitable when viewed both internally and externally;
•	competitive in order to attract and retain the best qualified
individuals; and
•	performance-based.

The Company has designed its compensation programs to reflect each of these characteristics. The performance-based incentives (comprised of corporate performance, and in some cases, individual performance and strategic business area performance) seek to reward both short-term and long-term results and to align the interests of the Company’s executive officers and other participants with the interests of the Company’s shareholders. The Company’s executive officers receive a compensation package which primarily consists of an annual base salary, short-term incentive awards, and long-term incentive awards.

The Compensation Committee sets the short-term and long-term incentive award performance targets for participants, including executive officers, in June of each year for the fiscal year commencing the prior May 1st. The Company believes that the performance targets established by the Compensation Committee, based primarily on earnings per share and, in some cases, strategic business area performance, require participants, including executive officers, to perform at a high level. During the ten-year period from 2002

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through 2011, the Company’s annual compounded non-GAAP earnings per share growth rate was approximately 14%. In addition, the Company increased its dividend rate payable to shareholders every year during this period.

Fiscal Year 2011 Financial Performance

The Company had strong financial results in fiscal year 2011, as more specifically described under the heading “Management’s Discussion and Analysis” in the Company’s Annual Report on Form 10-K. The Company’s results demonstrate that when its employees focus on a shared purpose and clear strategy, strong financial performance follows. The chart below summarizes the key Company financial results for fiscal year 2011 compared to fiscal year 2010.

Net Sales (in millions)	Fiscal 2011 — $ 4,825.7	Fiscal 2010 — $ 4,605.3	5 %
Non-GAAP Earnings per Share	$ 4.69	$ 4.37	7 %
Fiscal Year End Stock Price	$ 75.07	$ 61.07	23 %

The Company’s fiscal year 2011 performance was a key factor in the compensation decisions for the fiscal year, as more specifically discussed below.

Fiscal Year 2011 Executive Officers’ Compensation

| • | Annual Base Salary. In fiscal year 2011, the
salary increases for the executive officers were, on average,
aligned with the Company’s salary increase budget for other
salaried employees, and were, on average, approximately 4.35%
above their fiscal year 2010 salaries (excluding salary
increases received in connection with promotions). |
| --- | --- |
| • | Short-Term Incentive Awards. The
Company’s short-term incentive compensation program is
performance-based and is designed to reward key managers,
including executive officers, for their contributions to the
Company based on clear, measurable criteria. The Compensation
Committee evaluates the following criteria and information in
approving the short-term incentive awards for executive
officers: (i) the Company’s performance in relation to
its non-GAAP earnings per share goal for the fiscal year; and in
some cases, (ii) personal performance of the executive
officer based on achievement of corporate performance goals, and
adjusted, either up or down, in extraordinary circumstances; and
(iii) if an executive officer has responsibilities that
align with a strategic business area, a percentage of this award
is tied to that strategic business area’s performance in
relation to its annual segment profit goal. The Compensation
Committee reviews attainment of relevant profit goals for these
areas each year. Short-term incentive awards range from 0% of
the target award amount if the Company fails to achieve 80% of
its non-GAAP earnings per share goal, to a maximum of 200% of
the target award amount if the Company achieves or exceeds 110%
of its earnings goal. Executive officers’ target annual
cash awards range from 40% to 95% of base salary depending on
the responsibilities and experience of the executive officer.
Specifically, with respect to fiscal year 2011, the Compensation
Committee approved the corporate non-GAAP earnings per share
goal of $4.55, and the Company achieved non-GAAP earnings per
share of $4.69, representing 103% of the target amount. As a
result of exceeding the earnings target, the corporate
performance portion of the short-term incentive awards was paid
at 130% of the target award for all participants. |
| • | Long-Term Incentive Awards. The Company’s
long-term, performance-based compensation is stock-based and is
designed to align the interests of management with the interests
of the Company’s shareholders. Actual long-term incentive
awards are based on the Company’s non-GAAP earnings per
share performance as established by the Compensation Committee
the previous June (on the same earnings per share basis as
short-term incentive awards are determined) and range from 0% of
the restricted shares target award amount if the Company fails
to achieve 80% of its earnings goal, to a maximum of 150% of the
restricted shares target award amount if the Company achieves or
exceeds 120% of its earnings goal. Executive officers’
long-term incentive award targets range from 70% to 275% of base
salary depending on the responsibilities and experience of the
executive officer. |

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Specifically, with respect to fiscal year 2011, the Company achieved 103% of its non-GAAP earnings per share performance level, resulting in long-term incentive awards of 107.5% of the target.

Significant Compensation Practices and Recent Modifications

The Company’s compensation programs, practices, and policies are reviewed and reevaluated on an ongoing basis. The Company modifies its compensation programs to address evolving best practices and changing regulatory requirements. Listed below are some of the Company’s more significant practices and recent modifications.

| • | Performance-Based Pay. As discussed above, the
Company abides by a strong pay for performance philosophy. For
fiscal year 2011, 55% to 80% of the principal compensation
components for the Company’s executive officers were
variable and tied to financial performance. |
| --- | --- |
| • | No Employment Agreements; Termination of Consulting
Agreements. The Company does not have employment
agreements, severance agreements, or change of control
agreements with any of the Company’s executive officers,
except that the award agreements executed by all participants
receiving long-term incentive awards provide for accelerated
vesting upon a change of control. In addition, on April 25,
2011, the Company and each of its Co-Chief Executive Officers
entered into amendments terminating substantially all of the
provisions of their Amended and Restated Consulting and
Noncompete Agreements, dated December 31, 2010 (the
“Consulting Agreements”), as discussed in more detail
under the heading “Compensation Discussion and
Analysis — Description of Agreements with Executive
Officers.” |
| • | Significant Stock Ownership. All of the Named
Executive Officers significantly exceed the minimum stock
ownership guidelines, thereby strongly aligning each Named
Executive Officer’s long-term interests with the
Company’s shareholders. The Company recently increased the
minimum stock ownership requirement for the Company’s
Co-Chief Executive Officers to a multiple of six times their
annual base salaries. The Company’s other executive
officers must own stock with a value of at least two times their
annual base salaries. |
| • | Compensation Risk Assessment. The Company
conducted a compensation risk assessment and concluded that the
Company’s compensation policies and practices do not
encourage excessive or unnecessary risk-taking and are not
reasonably likely to have a material adverse effect on the
Company. |
| • | Independent Compensation Committee. Each
member of the Compensation Committee is independent as defined
in the corporate governance listing standards of the NYSE and
the Company’s director independence standards. |
| • | Outside Compensation Consultant. The
Compensation Committee utilizes the services of Frederic W.
Cook & Co., Inc. (“FWC”), an independent
outside compensation consultant. |
| • | Hedging Policy. In January 2011, the Board
adopted a new Insider Trading and Disclosure Policy, which
included a “no hedging” policy prohibiting directors,
employees, and officers, including executive officers, from
engaging in hedging transactions in the Company’s common
shares. |
| • | Use of Tally Sheets. When approving changes in
compensation for the Named Executive Officers, the Compensation
Committee reviews a tally sheet for each Named Executive Officer. |

II. Compensation Consultant

The Compensation Committee has retained an outside consultant to assist, as requested, in the fulfillment of various aspects of its charter. Towers Watson served as the outside consultant through August 2010. At that time, the Compensation Committee retained FWC to serve as the Compensation Committee’s outside consultant. As Towers Watson did, FWC also reports directly to the Compensation Committee and participates in executive sessions with the Compensation Committee, without members of the Company’s management present. The Co-CEOs, the Senior Vice President and Chief Administrative Officer, and the Vice President, General Counsel and Corporate Secretary also attend the non-executive session portions of the Compensation

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Committee meetings. Pursuant to its corporate governance model, the Compensation Committee makes all decisions concerning compensation and benefits for the Company’s executive officers, and the Compensation Committee relies on FWC for advice, data, and market information regarding executive compensation. During fiscal year 2011, Towers Watson attended the June 2010 meeting and FWC attended all Compensation Committee meetings beginning with the October 2010 meeting. During their respective terms, the outside consultants assisted the Compensation Committee with:

| • | providing updates on relevant trends and technical developments
in executive compensation; |
| --- | --- |
| • | assessing the competitiveness of pay levels and practices; |
| • | evaluating programs and recommendations put forth by management
against the Compensation Committee’s stated rewards
objectives; |
| • | reviewing information to be included in the compensation
sections of the Company’s proxy statement; and |
| • | overseeing a risk assessment of all of the Company’s
compensation plans. |

The Compensation Committee authorized Towers Watson and FWC staff members working on the Compensation Committee’s behalf to interact with Company management, as needed, to obtain or confirm information for presentation to the Compensation Committee. Further, the Compensation Committee is kept apprised of other work performed by Towers Watson on behalf of the Company and also has considered the compatibility of non-compensation services with Towers Watson’s independence. FWC is not performing other work for the Company.

The total amount of fees paid to Towers Watson for its executive compensation consulting services during fiscal year 2011 was $36,225. In addition to such compensation consulting services, Towers Watson provided other services to the Company in fiscal year 2011. These services included retirement consulting related to United States and Canadian actuarial services, retirement statements, communications support, health plan design assistance, salary range review, and other services. The total amount of fees paid to Towers Watson for such other services (excluding the fees paid for the executive compensation consulting services disclosed above) during fiscal year 2011 was $2,511,456. Management decided to retain Towers Watson to provide these other services. The Compensation Committee reviewed the other services provided by Towers Watson, but did not formally approve them. The total amount of the fees paid to FWC for its executive compensation consulting services during fiscal year 2011 was $116,540. No other fees were paid to FWC.

III. Components of the Company’s Compensation Program for Executive Officers

The Company’s executive officers receive a compensation package which consists of the following components:

Cash Components

•	annual base salary;
•	annual holiday bonus equal to 2% of annual base salary;
•	the Company’s short-term incentive compensation program, in
the form of a potential annual cash award (“Cash Incentive
Award”), provides participants the opportunity, subject to
meeting specified goals, to earn an annual cash bonus; and
•	in extraordinary circumstances, employees of the Company,
including executive officers, may be granted a discretionary
cash bonus.

Equity Component

• the Company’s long-term incentive compensation program, in the form of a potential annual grant of restricted shares, restricted stock units, or performance units (“Restricted Stock Award”), provides

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participants the opportunity, subject to meeting specified goals, to earn a grant of shares of Company stock, which generally vests at the end of a four-year period from the date of grant.

Health and Retirement Benefits

| • | participation in health and welfare plans upon substantially the
same terms as available to most other salaried employees of the
Company; |
| --- | --- |
| • | participation in retirement plans (such as a 401(k) plan,
defined benefit pension plan, and employee stock ownership plan)
upon substantially the same terms as available to most other
salaried employees of the Company; |
| • | participation in a supplemental executive retirement
plan; and |
| • | annual physical examinations upon the same terms as available to
other senior managers of the Company. |

Other Benefits

| • | the right to defer part of their salary or cash bonus under a
non-qualified, voluntary, deferred compensation plan; and |
| --- | --- |
| • | selected perquisites for certain executive officers such as use
of the Company’s aircraft (primarily by the Co-CEOs),
financial and tax planning assistance, tickets to entertainment
events, and select reimbursement for club dues and expenses. |

IV. Determination of Compensation for Executive Officers

The Company believes the compensation paid to executive officers must be competitive enough to attract and retain qualified individuals and must be fair and equitable. The Company also believes that there are certain non-financial, intangible elements of the overall compensation program which provide a positive work environment and provide value for the Company’s employees.

Compensation Benchmarking

In an effort to provide competitive, fair, and equitable compensation, target compensation opportunities for the executive officers are benchmarked every other year. Target compensation opportunities for fiscal year 2011 were determined using published and widely available market data from a broad cross-section of companies that participated in three major executive compensation surveys. The Company did not select specific peer companies for this purpose. The three survey databases used for the pay analysis conducted by Towers Perrin in 2009 included the 2008 U.S. CDB General Industry Executive Database (the “Towers Perrin Survey”); the 2008/2009 Survey Report on Top Management Compensation (the “Watson Wyatt Survey”); and the 2008 Mercer Benchmark Database — Executive Survey Report (the “Mercer Survey” and, collectively with the Towers Perrin Survey and the Watson Wyatt Survey, the “2009 Compensation Study”). The information for all companies reporting data for a specific job from the Towers Perrin Survey and the Mercer Survey and for all non-durable goods companies from the Watson Wyatt Survey was used when the Compensation Committee reviewed compensation. This data was then size-adjusted using regression analysis to reflect the Company’s revenue and, where appropriate, the size of a specific business area.

In establishing target compensation opportunities for the Company’s executive officers for fiscal year 2012, the Compensation Committee used market data for hundreds of companies that participated in two major executive compensation surveys. The two survey databases used included the Towers Watson 2010 U.S. CDB General Industry Executive Database (the “Towers Survey”) and the Hewitt U.S. Total Compensation Measurement 2010 Executive Survey (the “Hewitt Survey”). The information for all companies reporting data for a specific job from the Towers Survey and the Hewitt Survey was used when the Compensation Committee reviewed compensation. This data was then size-adjusted using regression analysis to reflect the Company’s revenue and, where appropriate, the size of a specific business area. For the Named

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Executive Officers, the Compensation Committee also considered publicly available proxy data for the following peer group:

Campbell Soup Company	The Hershey Company
Church & Dwight Co., Inc.	H.J. Heinz Company
The Clorox Company	Hormel Foods Corporation
ConAgra Foods, Inc.	Kellogg Company
Corn Products International, Inc.	McCormick & Company, Incorporated
Dean Foods Company	Mead Johnson Nutrition Company
Dole Food Company, Inc.	Ralcorp Holdings, Inc.
Dr Pepper Snapple Group, Inc.	Sara Lee Corporation
Flowers Foods, Inc.	TreeHouse Foods, Inc.
General Mills, Inc.

The peer group was selected by the Compensation Committee, with the assistance of FWC, using the following criteria:

•	U.S. companies in the same or similar line of business;
•	companies that are within a reasonable size range in revenue,
operating income, assets, equity, and market capitalization;
•	companies that compete for the same customers with similar
products, have comparable financial characteristics that
investors view similarly, and may be subject to similar external
factors; and
•	assessing each remaining company’s primary businesses and
important key characteristics for relevancy and comparability.

The Compensation Committee targets all compensation relative to a range around the 50th percentile of the competitive market data for the applicable fiscal year discussed above (“Target Range”). The Company used the Target Range, plus or minus 15% of the midpoint, as a goal for assessing the pay for each salaried employee, including the Named Executive Officers, for fiscal year 2011. The 2009 Compensation Study indicated that fiscal year 2011 compensation for each of the Named Executive Officers was within the Target Range and the mix of compensation was in line with the market.

When approving compensation for executive officers, the Compensation Committee also considers:

| • | support of the Company’s Basic Beliefs of Quality, People,
Ethics, Growth, and Independence; |
| --- | --- |
| • | individual performance, including financial and operating
results as compared to the Company’s and strategic business
area’s financial plan and to prior year results, as well as
achievement of personal development objectives; |
| • | the Company’s overall performance, including sales and
earnings results; |
| • | the Company’s market share gains; |
| • | implementation of the Company’s strategy; |
| • | implementation of sound management practices; and |
| • | the role of appropriate succession planning in key positions. |

Base Salary Determination

Salary ranges are determined in the same manner for each salaried employee of the Company, including each executive officer. The actual base salary paid to each executive officer is designed to fall within the range established by the Company and to also reflect the experience of the executive officer and the scope of his or her responsibility.

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With respect to the Co-CEOs, two job classifications were used to determine the market range: that of a chief executive officer position and a chief operating officer position. The data for these two positions was averaged for use by the Compensation Committee in making decisions about the compensation for the Co-CEOs.

Positions for all salaried employees, including the executive officers, are assigned to salary grades with corresponding salary ranges. Decisions regarding salary grades (as well as target Cash Incentive Award opportunities and Restricted Stock Award opportunities as a percentage of base salary) are generally made every two years. The Compensation Committee reviews the competitive market data discussed above and each executive officer’s specific role, responsibilities, and experience. The Compensation Committee also considers internal pay equity among the members of the executive officer group, considering such factors as experience, leadership responsibility within the executive officer group, and roles and responsibilities within the Company, including the size of the business group managed by the executive officer. Internal equity considerations result in both upward and downward changes from the market median data.

It is the normal practice that each April, the Compensation Committee requests that management submit compensation recommendations for executive officers, other than for the Co-CEOs, using all of the considerations outlined above. These recommendations generally result in salary increases for the executive officers that are, on average, aligned with the Company’s salary increase budget for other salaried employees. The Compensation Committee reviews all of these performance considerations with no single factor necessarily weighted more heavily than another.

In setting and approving fiscal year 2011 compensation for the Co-CEOs, the Compensation Committee holds the Co-CEOs responsible for ensuring that each of the objectives set forth above are achieved and each is assessed in their respective roles in regard to:

| • | setting the tone for corporate responsibility by adhering to the
Company’s Basic Beliefs of Quality, People, Ethics, Growth,
and Independence; |
| --- | --- |
| • | managing the business, over the long term, to serve all of the
Company’s constituents, namely consumers, customers,
employees, suppliers, communities in which the Company has a
presence, and the Company’s shareholders; |
| • | delivering positive financial and operational results, including
earning results, as reflected in the Company’s financial
plan; |
| • | designing and implementing the Company’s strategic
vision; and |
| • | developing appropriate succession planning for key executive
officer positions. |

At the Compensation Committee’s April 2011 meeting, the Compensation Committee, with input from the Nominating Committee, concluded that the Co-CEOs continue to meet and exceed these performance objectives. The Compensation Committee considered these factors when determining the base salaries and Cash Incentive Award targets and Restricted Stock Award targets for the Co-CEOs. The salary for Richard K. Smucker, effective on May 1, 2011, was $900,000, a 5.5% increase over his 2010 salary. The salary for Timothy P. Smucker, effective on May 1, 2011, was $853,000, a zero percent increase over his 2010 salary. Effective August 16, 2011, Timothy P. Smucker will continue in his role as Chairman of the Board, but will no longer serve as a Co-CEO, and Richard K. Smucker will remain as the sole Chief Executive Officer and continue to serve on the Board. Coinciding with this transition, Timothy P. Smucker’s annual base salary will be reduced from $853,000 to $600,000.

As noted in the “Summary Compensation Table” in this proxy statement, the Co-CEOs received identical base salaries and Cash Incentive Awards for fiscal year 2011. The Co-CEOs received different Restricted Stock Awards due to the differences between their respective base salaries as of May 1, 2011. The differences in amounts reported for these individuals in the column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the “Summary Compensation Table” reflect the differences between the two executives’ credited years of service under The J. M. Smucker Company Employees’ Retirement Plan (the

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‘‘Qualified Pension Plan”) and The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, a non-qualified supplemental retirement plan (as amended, the “SERP”).

V. What the Company’s Short-Term Incentive Compensation Program is Designed to Reward and How it Works

The Company’s short-term incentive compensation program is performance-based and is designed to reward key managers, including executive officers, for their contributions to the Company based on clear, measurable criteria.

After the end of each fiscal year, the Compensation Committee reviews management’s recommendations for Cash Incentive Award bonuses for executive officers (other than for the Co-CEOs for whom management makes no recommendation). The Compensation Committee evaluates the following criteria and information in approving Cash Incentive Awards for executive officers:

| • | the Company’s performance in relation to its non-GAAP
earnings per share goal for the fiscal year, which goal is also
approved by the Compensation Committee in June of each year for
the fiscal year commencing the prior May 1st. The non-GAAP
earnings per share goal is calculated excluding the impact of
restructuring and merger and integration charges, and may
exclude other items as determined by the Compensation Committee.
The determination of Company performance, excluding these
charges, is consistent with the way management evaluates its
business; |
| --- | --- |
| • | in some cases, personal performance of the executive officer
based on achievement of performance goals, and adjusted, either
up or down, in extraordinary circumstances; |
| • | if an executive officer has responsibilities for a specific
strategic business area, a percentage of the Cash Incentive
Award is tied to that strategic business area’s performance
in relation to its annual profit goal and the Compensation
Committee reviews attainment of relevant profit goals for those
areas each year; |
| • | awards to each executive officer for the prior three years, as
well as base salary for the fiscal year just ended and target
award information for each executive officer; and |
| • | no awards are made unless the Company first achieves 80% of its
non-GAAP earnings per share goal. |

Target awards for executive officers under the short-term incentive compensation program are also approved by the Compensation Committee and represent a percentage of each executive officer’s base salary. The target award percentage for each executive officer is reviewed regularly by the Compensation Committee with input from FWC. The most recent market analysis indicated the target award percentages were generally below the median of the market. Executive officers’ target awards ranged from 40% to 95% of base salary depending on the responsibilities and experience of the executive officer. For fiscal year 2011, the most an executive officer was eligible to receive in such fiscal year was twice the target award ( i.e. , between 80% to 190% of base salary).

Participants in the short-term incentive compensation program receive a percentage of their target award based on the Company or strategic business area performance as shown in the following table:

	Performance	Percentage of
Ranges	Level Achieved	Target Award Earned
Below Threshold	<80 %	0 %
Threshold	80 %	25 %
Target	100 %	100 %
Maximum	110 %	200 %

In the event performance is between the ranges set forth in the table above, the Compensation Committee determines the percentage of the award that is earned by mathematical interpolation, and for each increase of 1% above the target performance level, the percentage of target award earned increases by 10%.

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If an executive officer manages or has significant influence over a strategic business area, 50% of the target award is generally tied to the performance of the strategic business area. In some cases, a portion of the target award is tied to individual performance, which involves subjective evaluation by management of such executive officers.

For executive officers who are members of the Company’s strategy council, including the Co-CEOs (“Covered Participants”), the target award is tied solely to the corporate performance target or a combination of the strategic business area and the corporate performance targets. For Covered Participants, no individual performance assessment is used in order to comply with Section 162(m) of the Internal Revenue Code (the “Code”).

A chart illustrating this allocation is as follows:

	Weighting of Target Award		Weighting of Target Award for — Covered Participants
		Strategic		Strategic
	Corporate	Business Area	Corporate	Business Area
Performance Categories	Participants	Participants	Participants	Participants
Corporate Performance	50 %	25 %	100 %	50 %
Individual Performance	50 %	25 %	0 %	0 %
Strategic Business Area Performance	0 %	50 %	0 %	50 %
Total	100 %	100 %	100 %	100 %

For fiscal year 2011, all of the executive officers included in the “Summary Compensation Table” were participants in the short-term incentive compensation program and the weighting of the target award for each Named Executive Officer is set forth in the table below:

Short-Term Incentive Compensation Program

Weighting of Target Award

For Named Executive Officers

Fiscal Year 2011

	Weighting of Target Award
		Strategic
	Corporate	Business Area
Executive Officer	Performance	Performance
Timothy P. Smucker	100 %	0 %
Richard K. Smucker	100 %	0 %
Mark R. Belgya	100 %	0 %
Vincent C. Byrd	75 %	25 %
Steven Oakland	50 %	50 %
Mark T. Smucker	50 %	50 %

Set forth below is an example of the calculation of a Cash Incentive Award for a corporate participant:

Example: An executive officer with corporate responsibilities, an annual base salary of $200,000, and a Cash Incentive Award target award of 50% of base salary, would receive the following Cash Incentive Award based on achievement of target performance for all categories as shown below:

	Performance	Percentage of Target	Cash Incentive
Ranges	Level Achieved	Award Earned	Award Earned
Below Threshold	<80 %	0 %	$ 0
Threshold	80 %	25 %	$ 25,000
Target	100 %	100 %	$ 100,000
Maximum	110 %	200 %	$ 200,000

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Specifically, with respect to fiscal year 2011, the Compensation Committee approved the corporate non-GAAP earnings per share goal of $4.55. In order to receive 100% of the target opportunity under the corporate component of the short-term incentive compensation program, the Company had to achieve non-GAAP earnings per share of $4.55, representing approximately 4% growth over the prior year. For fiscal year 2011, the Company achieved non-GAAP earnings per share of $4.69, representing 103% of the target amount. As a result of exceeding the non-GAAP earnings per share target, the corporate performance portion of the awards was paid at 130% of the target award for all participants. The short-term incentive compensation program corporate performance goals for fiscal year 2011 are as shown in the following table:

Short-Term Incentive Compensation Program Corporate Performance Goals for Fiscal Year 2011

	Performance Level Achieved	Percentage of Cash — Incentive Award
Ranges	(Non-GAAP Earnings per Share)	Opportunity Earned
Below Threshold	below $3.64 (80% of target)	0 %
Threshold	at $3.64 (80% of target)	25 %
Target	$4.55 (target)	100 %
Maximum	$5.01 (110% of target)	200 %

The Company believes that the performance targets established by the Compensation Committee for fiscal year 2011 required participants, including executive officers, to perform at a high level in order to achieve the target performance levels. During the ten-year period from 2002 through 2011, the Company achieved performance in excess of the target level ten times, achieved the maximum performance level three times, and never failed to achieve the target performance level. During the same time period, the Company’s annual compounded non-GAAP earnings per share growth rate was approximately 14%. Generally, the Compensation Committee sets the minimum, target, and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year.

VI. What the Company’s Long-Term Incentive Compensation Program (Performance-Based Restricted Stock) is Designed to Reward and How it Works

The Company’s long-term, performance-based compensation is stock-based and is designed to align the interests of management with the interests of the Company’s shareholders. The goals of the Company’s long-term incentive compensation program are to:

| • | encourage executive officers and key managers to focus on
long-term Company performance; |
| --- | --- |
| • | provide an opportunity for executive officers and key managers
to increase stock ownership in the Company; |
| • | create opportunities for participants to share in the growth of
the Company over the long term; and |
| • | act as a retention incentive for executive officers and key
managers. |

Restricted Stock Awards are currently issued under the 2010 Plan. The Company grants restricted stock units (in lieu of restricted shares) to certain participants who reside outside the United States in order to comply with local laws and to provide favorable tax treatment to foreign recipients. None of the Named Executive Officers receive restricted stock units. Discussion in this “Compensation Discussion and Analysis” relating to restricted shares also applies to the limited awards of restricted stock units granted to participants residing outside the United States. In general, Restricted Stock Awards vest at the end of four years and, in certain limited circumstances, will vest immediately upon a job or position elimination. Restricted Stock Awards that have not yet vested are forfeited in the event that an employee voluntarily leaves employment with the Company.

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The essential features of the Restricted Stock Awards are as follows:

| • | subject to Compensation Committee approval for executive
officers and authorized executive officer approval for other
participants, grants of Restricted Stock Awards are generally
made each June when the Company meets or exceeds the threshold
performance goals for the most recently ended fiscal year; |
| --- | --- |
| • | actual Restricted Stock Awards are based on the Company’s
non-GAAP earnings per share performance as established by the
Compensation Committee the previous June (on the same earnings
per share basis as Cash Incentive Awards are determined); |
| • | target opportunities for Restricted Stock Awards ( i.e. ,
the amount of restricted shares a participant is eligible to
receive) are computed based on a participant’s base salary
level at the beginning of the fiscal year in which the
Restricted Stock Award is made and these targets are
communicated to participants at the beginning of each fiscal
year; |
| • | Restricted Stock Awards generally vest 100% at the end of a
four-year period so long as a participant remains an employee of
the Company. Restricted Stock Awards made to participants who
reach the age of 60 and have a minimum of 10 years of
service with the Company vest immediately. Restricted Stock
Awards to Folgers coffee participants who were
48 years of age or older on November 19, 2008, and who
reach the age of 57.5 years and have been with the Company
(including credit for years of service with The
Procter & Gamble Company) for a total of 20 years
will vest immediately any time after November 6, 2010. The
Company also has pro-rata vesting, in specific, limited
circumstances such as job elimination or sale of a business; |
| • | unvested Restricted Stock Awards are forfeited upon an
employee’s voluntary departure from the Company; and |
| • | actual Restricted Stock Awards range from 0% of the restricted
shares target award amount, if the Company fails to achieve 80%
of its non-GAAP earnings per share goal, to a maximum of 150% of
the restricted shares target award amount if the Company
achieves or exceeds 120% of its goal as shown in the table
below. In the event performance is between the ranges set forth
below, the Compensation Committee determines the percentage of
the Restricted Stock Award that is earned by mathematical
interpolation, and for each increase of 1% above the target
performance level, the percentage of target award increases by
2.5%. |

	Achievement	Percentage — of Target
	of Target	Award
Ranges	Performance	Earned
Below Threshold	<80 %	0 %
Threshold	80 %	50 %
Target	100 %	100 %
Maximum	120 %	150 %

Restricted Stock Awards are reviewed and approved by the Compensation Committee for executive officers, and by authorized executive officers for other participants, in June based on the previous fiscal year’s performance. In order to receive a Restricted Stock Award, participants must be employed by the Company at the time of the grant. For all executive officers, except the Covered Participants, the Company determines the percentage of target and corresponding dollar value of the Restricted Stock Awards that have been earned and such determination is approved by the Compensation Committee. The stock price used to determine the number of shares to be awarded is based on the average of the closing stock prices for the final five trading days during fiscal year 2011 and the first five trading days of fiscal year 2012 and is rounded to the nearest five shares. The base salary used is that in effect as of the beginning of the new fiscal year.

In order to qualify the Restricted Stock Awards made to certain executive officers who are Covered Participants as performance-based awards under Section 162(m) of the Code, the Company initially grants performance units to these Covered Participants in June of each year, which are then paid in the form of restricted shares (like the other executive officers) at the end of the fiscal year in which they were granted,

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assuming the applicable performance standards relating to earnings per share were met. Management makes no recommendation regarding long-term incentive awards for the Co-CEOs, but the Compensation Committee, after considering input from FWC regarding the external market and other factors, makes grants to the Co-CEOs based on the same performance standards as used for the other participants.

Following the end of fiscal year 2011, the Compensation Committee determined the number of performance units that were earned by the Covered Participants. Specifically, with respect to fiscal year 2011, the Company achieved 103% of its non-GAAP earnings per share goal, resulting in a Restricted Stock Award of 107.5% of the fiscal year 2011 Restricted Stock Award target. The performance units were paid in the form of restricted shares out of the 2010 Plan. The performance units, each worth $1.00, were converted to a number of restricted shares based on the average stock price for the final five trading days of fiscal year 2011 and the first five trading days of fiscal year 2012. The restricted shares earned were delivered to the Covered Participants pursuant to the same terms as the restricted shares granted to the other executive officers and are subject to a four-year vesting period. However, as with other participants, once any of the Covered Participants reach the age of 60 and have a minimum of 10 years of service with the Company, his or her restricted shares will vest immediately. Based on age and length of service, the restricted shares granted to Timothy P. Smucker and Richard K. Smucker vested upon grant and the restricted shares granted to Vincent C. Byrd will vest on January 26, 2015.

All of the Company’s executive officers, except the Co-CEOs, are required to meet minimum stock ownership guidelines within a five-year period of being named an executive officer of the Company. The Co-CEOs are required to meet minimum stock ownership guidelines within a six-year period of being named a Co-CEO. In January 2011, the stock ownership guidelines for the Co-CEOs was increased from five times to six times their annual base salaries. The Company’s other executive officers have a stock ownership guideline of two times their annual base salaries. All of the Named Executive Officers, including the Co-CEOs, have met their ownership requirements.

VII. Health Benefits

The Company provides executive officers with health and welfare plans upon substantially the same terms as available to most other salaried employees of the Company and its domestic subsidiaries. These benefit plans include medical, dental, life, and disability insurance coverage.

VIII. Pension and Retirement Plans, the Non-qualified Supplemental Retirement Plan, and the Voluntary Deferred Compensation Plan

The Company’s executive officers, including the Named Executive Officers, participate in the Employee Stock Ownership Plan (the “ESOP”), the Qualified Pension Plan, and The J. M. Smucker Company Employee Savings Plan (the “401(k) Plan”). Participation in these plans is an important component of the overall compensation package for all Company employees, including its executive officers. Substantially all of the Company’s U.S. non-represented employees are eligible to participate in these plans, each upon the terms set forth in the specific plans applicable to each participant.

ESOP

The Company makes an annual allocation of the Company’s shares to eligible employee participants through the ESOP. The value of the allocation is approximately 2% of each participant’s base salary. Dividends received on shares held in participants’ accounts are used to purchase additional shares of the Company.

401(k) Plan

The 401(k) Plan is the primary Company-provided retirement plan for certain eligible employees. The 401(k) Plan provides a 50% match on employees’ contributions of up to 6% of pay ( i.e. , a maximum Company match of 3% of pay) for employees age 40 and over as of December 31, 2007, and a 100% match on employees’ contributions of up to 6% of pay for employees under the age of 40 as of December 31, 2007,

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or those becoming new participants, regardless of age, on or after January 1, 2008. All of the Named Executive Officers, except for Mark T. Smucker, were over the age of 40 on December 31, 2007.

Qualified Pension Plan

The Qualified Pension Plan is a qualified defined benefit plan which provides a pension benefit based upon years of service with the Company and upon final average pay (average base salary compensation for the five most highly compensated consecutive years of employment). Benefits under the Qualified Pension Plan are 1% of final average pay times the participant’s years of service with the Company. Employees under the age of 40 as of December 31, 2007 will not earn future additional benefits under the Qualified Pension Plan, but employees age 40 and over as of December 31, 2007 will continue to earn future benefits. The Qualified Pension Plan was closed to new participants on December 31, 2007. All of the Named Executive Officers, except for Mark T. Smucker, were over the age of 40 on December 31, 2007.

SERP

In addition to retirement benefits under the Qualified Pension Plan, 401(k) Plan, and ESOP, certain executive officers of the Company, including the Named Executive Officers, also participate in the SERP, entitling them to certain supplemental benefits upon their retirement. Benefits under the SERP, which are based upon years of service, are 55% (reduced for years of service less than 25) of the average of base salary, holiday bonus, and Cash Incentive Award for the five most highly compensated, consecutive years of employment, less any benefits received under the Qualified Pension Plan and Social Security.

The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan (the “New SERP”), which became effective on May 1, 2008, provides a benefit for certain executive officers not participating in the SERP. The New SERP entitles participants to certain supplemental benefits upon their retirement, based upon an annual contribution by the Company equal to 7% of the sum of the participant’s base salary, holiday bonus, and Cash Incentive Award, along with an interest credit made each year commencing on April 30, 2009. Participants in the New SERP will be eligible for benefits upon the attainment of age 55 and 10 years of service with the Company. The Named Executive Officers are not participants in the New SERP, but will continue to participate in the SERP.

Deferred Compensation Plan

Executive officers may elect to defer up to 50% of salary and up to 100% of the Cash Incentive Award in The J. M. Smucker Company Voluntary Deferred Compensation Plan (the “Deferred Compensation Plan”). The amounts deferred are credited to notional accounts selected by the executive officer that mirror the investment alternatives available in the 401(k) Plan. At the time a deferral election is made, participants elect to receive payout of the deferred amounts upon termination of employment in the form of a lump sum or equal annual installments ranging from two to ten years.

The SERP, the New SERP, and the Deferred Compensation Plan are non-qualified deferred compensation plans and, as such, are subject to the rules of Section 409A of the Code, which restrict the timing of distributions.

IX. Other Benefits Executive Officers Receive

The executive officers, like all salaried and hourly non-represented employees of the Company, receive an annual holiday bonus equal to 2% of their base salary.

The executive officers are provided certain personal benefits not generally available to all employees. The Compensation Committee believes these additional benefits are reasonable and enable the Company to attract and retain outstanding employees for key positions. These benefits include personal use of the Company’s aircraft, annual physical examinations, financial and tax planning assistance, tickets to entertainment events, reimbursement for specified club dues and expenses, and participation in the SERP or the New SERP and the Deferred Compensation Plan. Additionally, the Compensation Committee and the Board have strongly

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encouraged the Co-CEOs and their families to use the Company’s aircraft for all air travel for efficiency and security purposes. The value of personal travel on the Company’s aircraft is calculated in accordance with applicable regulations under the Code and is included in the Co-CEOs’ taxable income for the year. The value of these personal benefits for the Named Executive Officers, to the extent the aggregate value based on incremental cost to the Company equaled or exceeded $10,000 for fiscal year 2011, is included in the “Summary Compensation Table.”

The Compensation Committee reviews, on an annual basis, the types of perquisites and other benefits provided executive officers, as well as the dollar value of each perquisite paid to executive officers.

X. Description of Agreements with Executive Officers

Employment Agreements

The Company does not have employment agreements, severance agreements, or change of control agreements with any employee. Should there be a change of control of the Company, all outstanding equity awards (other than the performance units for the Covered Participants) will immediately vest. The definition of change of control for purposes of accelerating the vesting of Restricted Stock Awards is set forth in the 2010 Plan and the 2006 Plan.

Consulting Agreements

On April 25, 2011, the Company and each of the Co-CEOs entered into amendments terminating substantially all of the provisions of their Consulting Agreements. The amendments are identical in all material respects, and provide that each Co-CEO’s right to receive his monthly retirement benefit or death benefit under the SERP as of the third anniversary of his disability, death, or separation from service (without application of early retirement reduction factors), will remain in full force as provided in the Consulting Agreements. All other provisions of the Consulting Agreements, including all rights to continuation of salary, bonus, vesting of options and restricted shares, and each Co-CEO’s confidentiality, nonsolicitation, and noncompetition obligations following his separation from service, have been terminated. The amendments do not terminate any similar obligations each Co-CEO may have arising under any other agreement, plan, program, or arrangement with the Company, or by operation of law.

XI. Tax and Accounting Considerations

The Compensation Committee has considered the potential impact on the Company’s compensation plans of the $1,000,000 cap on deductible compensation under Section 162(m) of the Code. Compensation that qualifies as performance-based compensation is exempt from the cap on deductible compensation. To date, Timothy P. Smucker, Richard K. Smucker, and Vincent C. Byrd have each been paid compensation in excess of $1,000,000 that could be subject to the Section 162(m) limitation. The Compensation Committee is committed to establishing executive compensation programs that will maximize, as much as possible, the deductibility of compensation paid to executive officers. To the extent, however, that the Compensation Committee from time to time believes it to be consistent with its compensation philosophy and in the best interests of the Company and its shareholders to award compensation that is not fully deductible, it may choose to do so.

During fiscal year 2011, the Compensation Committee continued to monitor the regulatory developments under Section 409A of the Code, which was enacted as part of the American Jobs Creation Act of 2004. Section 409A imposes additional limitations on non-qualified deferred compensation plans and subjects those plans to additional conditions.

XII. Compensation-Related Risk Assessment

During fiscal year 2011, the Compensation Committee oversaw the performance of a risk assessment of the Company’s compensation policies and practices to ascertain any material risks that may be created by the Company’s compensation programs. In April 2010, several members of the Company’s human resources

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department, internal audit department, and various business unit leaders, along with Towers Watson, reviewed and assessed the potential risks arising from the Company’s compensation policies and practices. This group reviewed and discussed the design, features, characteristics, and incentive effects of the compensation programs in which the Company’s employees participate to determine whether any of the Company’s policies or programs could create risks that are reasonably likely to have a material adverse effect on the Company.

In April 2011, members of the human resources department, along with FWC, reviewed and assessed the potential risks arising from the Company’s compensation policies and practices based on the risk assessment process developed in fiscal year 2010, along with a comparison of the compensation policies and practices in fiscal years 2010 and 2011. The results of management’s review and FWC’s assessment were presented to the Compensation Committee in April 2011 for its review and final assessment. Based on the Compensation Committee’s review of the risk assessment, the Company determined that its compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was supported by the Company’s risk mitigating practices, including holdbacks of a portion of incentive payments for certain sales team participants, incentive modifiers based upon business unit performance, and the use of discretionary adjustments. In addition, Restricted Stock Awards generally have a four year vesting requirement, and the Company has a stock ownership requirement for its executive officers.

SUMMARY COMPENSATION TABLE

The following table provides information concerning the compensation of the Named Executive Officers for fiscal years 2011, 2010, and 2009, if required. Please read the “Compensation Discussion and Analysis” in conjunction with reviewing this table.

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension
							Value and
						Non-Equity	Nonqualified
						Incentive	Deferred
				Stock	Option	Plan	Compensation	All Other
Name and	Fiscal	Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position(1)	Year	($)	($)(2)	($)(3)	($)	($)(4)	($)(5)	($)(6)(7)	($)
Timothy P. Smucker	2011	853,000	17,060	2,345,750	—	1,053,500	892,439	48,345	5,210,094
Chairman of the Board and	2010	820,000	16,400	2,345,750	—	1,558,000	2,014,057	76,056	6,830,263
Co-Chief Executive Officer	2009	761,000	15,220	1,674,200	—	1,369,800	174,024	93,421	4,087,665
Richard K. Smucker	2011	853,000	17,060	2,475,000	—	1,053,500	1,032,317	57,507	5,488,384
Executive Chairman	2010	820,000	16,400	2,345,750	—	1,558,000	3,176,314	60,819	7,977,283
and Co-Chief Executive Officer	2009	761,000	15,220	1,674,000	—	1,369,800	789,273	79,262	4,688,555
Mark R. Belgya	2011	355,000	7,100	492,000	—	276,900	444,552	10,857	1,586,409
Senior Vice President and Chief	2010	330,000	6,800	426,000	—	408,000	676,259	9,447	1,856,506
Financial Officer	2009	284,615	65,200	288,000	—	320,000	85,330	10,071	1,053,216
Vincent C. Byrd	2011	525,000	10,500	840,000	—	464,700	876,333	26,434	2,742,967
President and	2010	500,000	10,000	735,000	—	600,000	1,222,882	40,286	3,108,168
Chief Operating Officer	2009	446,154	8,000	600,000	—	550,000	204,651	30,032	1,838,837
Steven Oakland	2011	420,000	8,400	570,000	—	327,600	491,530	10,373	1,827,903
President, International,	2010	400,000	12,000	504,000	—	396,000	705,089	22,320	2,039,409
Foodservice and Natural Foods	2009	351,539	6,600	400,000	—	394,000	73,333	24,780	1,250,252
Mark T. Smucker	2011	355,000	7,100	492,000	—	320,000	223,347	16,753	1,414,200
President, U.S. Retail Coffee

(1) The titles shown for the Named Executive Officers are titles which became effective on May 1, 2011. During fiscal year 2011, the Named Executive Officer titles were as follows: Timothy P. Smucker — Chairman of the Board and Co-Chief Executive Officer; Richard K. Smucker — Executive Chairman, President, and Co-Chief Executive Officer; Mark R. Belgya — Senior Vice President and Chief Financial Officer; Vincent C. Byrd — President, U.S. Retail — Coffee; Steven Oakland — President, U.S. Retail — Smucker’s, Jif and Hungry Jack; and Mark T. Smucker — President, Special Markets. On August 16,

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| | 2011, Richard K. Smucker will become the sole Chief Executive
Officer and Timothy P. Smucker will continue as the Chairman of
the Board. |
| --- | --- |
| (2) | Included in the Bonus column (d) is a holiday bonus
representing 2% of annual base salary at the time of payment.
Also included in the Bonus column (d) for fiscal year 2010
is a special bonus of $4,000 awarded to Steve Oakland in
recognition of his performance and his incentive compensation in
relationship to his peers, and for fiscal year 2009 is a special
bonus of $60,000 awarded to Mark R. Belgya in recognition of his
efforts related to the Folgers coffee transaction. |
| (3) | The amounts reported in column (e) reflect the aggregate
grant date fair value computed in accordance with ASC Topic 718
of the Restricted Stock Awards granted during the reported years
(note that, in accordance with SEC guidance, the amounts
reported in column (e) for 2009 have been recomputed to
conform to this manner of presentation). For the Restricted
Stock Awards reported in this column for 2011, such amounts are
based on the probable outcome of the relevant performance
conditions as of the grant date. Assuming that the highest level
of performance was achieved for these awards, the grant date
fair value of these awards would have been: Timothy P. Smucker,
$3,518,625; Richard K. Smucker, $3,712,500; Mark R. Belgya,
$738,000; Vincent C. Byrd, $1,260,000; Steven Oakland, $855,000;
and Mark T. Smucker, $738,000. |
| | Restricted shares generally vest at the end of the four-year
period from the date of grant or upon the attainment of
age 60 and 10 years of service with the Company, if
earlier. Timothy P. Smucker and Richard K. Smucker were at least
age 60 with 10 years of service at fiscal year end
and, therefore, their respective restricted shares vested
immediately upon grant. During the vesting period, the Named
Executive Officers are the beneficial owners of the restricted
shares and possess all voting and dividend rights. Dividends are
payable at the same rate as is paid on the Company’s common
shares generally. During fiscal year 2011, the Company paid
dividends at a rate of $1.64 per share. |
| (4) | Amounts shown in column (g) represent performance-based
awards under the short-term incentive compensation program. The
incentive payment was based on achievement of performance
targets established for fiscal year 2011 and was paid in June
2011, subsequent to the end of the fiscal year. Performance
criteria under the short-term incentive compensation program
relate to the Company’s performance and, in some cases
strategic business area performance, and are discussed in detail
under the heading “Compensation Discussion and
Analysis.” |
| (5) | Amounts shown in column (h) represent the increase in
present value of accumulated benefits accrued under the
Qualified Pension Plan and the SERP. A discussion of the
assumptions made in determining this increase is included below
under the heading “Pension Benefits.” |
| (6) | Column (i) includes payments made by the Company to defined
contribution plans, life insurance and accidental death and
dismemberment insurance premiums related to the Named Executive
Officers, and tax gross ups on the SERP. Additionally,
perquisites were included in this column based on their
incremental cost to the Company for any Named Executive Officer
whose total equaled or exceeded $10,000. |
| (7) | The Named Executive Officers received various perquisites
provided by or paid by the Company. These perquisites included
personal use of the Company’s aircraft, reimbursement of
specified club dues and expenses, annual physical examinations,
financial and tax planning assistance, and tickets to
entertainment events. The Board strongly encourages Timothy P.
Smucker and Richard K. Smucker and their families to use the
Company’s aircraft for all air travel for efficiency and
security purposes. |
| | Timothy P. Smucker, Richard K. Smucker, and Vincent C. Byrd
received perquisites in excess of $10,000 for fiscal year 2011.
The incremental value of the perquisites for these executive
officers is included in column (i). The aggregate value of each
perquisite or other personal benefit exceeding $25,000 is as
follows: Richard K. Smucker’s personal use of the
Company’s aircraft totaled $27,289. |
| | In valuing personal use of the Company’s aircraft in fiscal
year 2011, the Company used aggregate incremental costs
incurred, including costs related to fuel, landing fees, crew
meals, and other miscellaneous costs. |

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2011 GRANTS OF PLAN-BASED AWARDS

		Estimated Possible Payouts Under			Estimated Possible Payouts Under
		Non-Equity Incentive Plan			Equity Incentive Plan
		Awards (1)			Awards (2)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
								Grant
								Date
								Fair Value
								of
								Stock and
								Option
	Grant	Threshold	Target	Maximum	Threshold	Target	Maximum	Awards
Name	Date	($)	($)	($)	(#)	(#)	(#)	($)(3)
Timothy P. Smucker	—	202,588	810,350	1,620,700	—	—	—	—
	6/15/2010	—	—	—	1,172,875	2,345,750	3,518,625	2,345,750
Richard K. Smucker	—	202,588	810,350	1,620,700	—	—	—	—
	6/15/2010	—	—	—	1,237,500	2,475,000	3,712,500	2,475,000
Mark R. Belgya	—	53,250	213,000	426,000	—	—	—	—
	6/15/2010	—	—	—	246,000	492,000	738,000	492,000
Vincent C. Byrd	—	78,750	315,000	630,000	—	—	—	—
	6/15/2010	—	—	—	420,000	840,000	1,260,000	840,000
Steven Oakland	—	63,000	252,000	504,000	—	—	—	—
	6/15/2010	—	—	—	285,000	570,000	855,000	570,000
Mark T. Smucker	—	53,250	213,000	426,000	—	—	—	—
	6/15/2010	—	—	—	246,000	492,000	738,000	492,000

| (1) | Estimated possible payouts included in the Non-Equity Incentive
Plan Awards columns relate to cash payments eligible under the
Company’s short-term incentive compensation program. The
amounts in column (c) reflect 25% of the target amount in
column (d), while the amounts in column (e) reflect 200% of
such target amounts. The amounts are based on salaries in effect
as of April 25, 2011 for each Named Executive Officer which
is the basis for determining the actual payments to be made
subsequent to year end. |
| --- | --- |
| (2) | These numbers reflect the number of performance units granted in
June 2010. The amounts are based on salaries in effect as of
May 1, 2011 for each Named Executive Officer which is the
basis for determining the actual payments to be made in June
2011. Each performance unit is equal in value to $1.00 and has a
one-year performance period. The actual dollar amount earned, as
determined by the Compensation Committee in June 2011, was
converted into restricted shares using $74.56, the average
closing share price for the final five trading days of fiscal
year 2011 and the first five trading days of fiscal year 2012,
and rounded to the nearest five shares. The restricted shares
were paid out on June 10, 2011 ( i.e. , subsequent to
fiscal year end) and were issued out of the 2010 Plan. The grant
date fair value for the Restricted Stock Awards based on the
probable outcome of the relevant performance conditions as of
the grant date is included in the “Summary Compensation
Table” in column (e). |
| | Subsequent to fiscal year end, the actual number of Restricted
Stock Awards granted to each Named Executive Officer as a result
of earning the awards referred to above were as set forth below.
The Named Executive Officer must be employed by the Company on
the date of grant in order to be eligible to receive the earned
restricted shares. |

	Restricted Shares
	Earned on
Name	June 10, 2011
Timothy P. Smucker	33,820
Richard K. Smucker	35,685
Mark R. Belgya	7,095
Vincent C. Byrd	12,110
Steven Oakland	8,220
Mark T. Smucker	7,095

Restricted shares generally vest at the end of the four-year period from the date of grant or upon the attainment of age 60 and 10 or more years of service with the Company, whichever is earlier. The Restricted Stock Awards issued to Timothy P. Smucker and Richard K. Smucker vested immediately because each of them is more than the age of 60 and has more than 10 years of service with the Company.

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| | The Restricted Stock Awards issued to Vincent C. Byrd will vest
when he reaches the age of 60 on January 26, 2015 as he
already has more than 10 years of service with the Company. |
| --- | --- |
| (3) | Amounts disclosed in this column for the Restricted Stock Awards
are computed in accordance with ASC Topic 718 based on the
probable outcome of the performance conditions as of the grant
date. |

OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR-END

(a)	Option Awards — (b)	(c)	(d)	(e)	(f)	Stock Awards — (g)	(h)	(i)		(j)
								Equity		Equity
			Equity					Incentive		Incentive
			Incentive				Market	Plan Awards:		Plan Awards:
			Plan Awards:				Value of	Number of		Market or
	Number of	Number of	Number of			Number of	Shares or	Unearned		Payout Value
	Securities	Securities	Securities			Shares or	Units of	Shares, Units		of Unearned
	Underlying	Underlying	Underlying			Units of	Stock	or Other		Shares, Units or
	Unexercised	Unexercised	Unexercised	Option		Stock That	That	Rights That		Other Rights
	Options	Options	Unearned	Exercise	Option	Have Not	Have Not	Have Not		That Have
	Exercisable	Unexercisable	Options	Price	Expiration	Vested	Vested	Vested		Not Vested
Name	(#)	(#)	(#)	($)	Date	(#)(1)	($)(2)	(#)(3)		($)
Timothy P. Smucker	—	—	—	—	—	—		—	3,518,625	(5)	3,518,625
Richard K. Smucker	—	—	—	—	—	—		—	3,712,500	(5)	3,712,500
Mark R. Belgya	—	—	—	—	—	—		—	738,000	(5)	738,000
	—	—	—	—	—	28,945		2,172,901	—		—
Vincent C. Byrd	—	—	—	—	—	—		—	1,260,000	(5)	1,260,000
	—	—	—	—	—	53,985		4,052,654	—		—
Steven Oakland	—	—	—	—	—	—		—	855,000	(5)	855,000
	—	—	—	—	—	36,860		2,767,080	—		—
Mark T. Smucker	—	—	—	—	—	—		—	738,000	(5)	738,000
	—	—	—	—	—	28,365	(4)	2,129,361	—		—

(1) Restricted shares outstanding at year-end have vested or will vest on the following dates:

Name — Timothy P. Smucker	—	—	—	—
Richard K. Smucker	—	—	—	—
Mark R. Belgya	4,130	4,985	9,845	9,985
Vincent C. Byrd	7,240	9,015	20,505	17,225
Steven Oakland	5,055	6,325	13,670	11,810
Mark T. Smucker	3,265	4,180	10,935	9,985

| | Restricted shares generally vest at the end of the four-year
period from the date of grant or upon the attainment of
age 60 and 10 years of service with the Company,
whichever is earlier. |
| --- | --- |
| (2) | The market value of restricted shares was computed using $75.07,
the closing share price of the Company’s common shares on
April 29, 2011, the last business day of the fiscal year. |
| (3) | The Named Executive Officer must be employed by the Company at
the time the Compensation Committee determines the number of
restricted shares earned in order to be eligible to receive the
earned equity awards. |
| (4) | This number reflects 25,100 restricted shares and 3,265
restricted stock units. |
| (5) | This number reflects the performance units outstanding at year
end. Each performance unit has a value of $1.00. The actual
dollars earned, based upon achievement of fiscal year 2011
performance goals, were converted to restricted shares in June
2011. The restricted shares issued to Timothy P. Smucker (with a
value of $2,521,681) and Richard K. Smucker (with a value of
$2,660,625), vested immediately due to their ages and years of
service with the Company. The restricted shares are expected to
vest on June 10, 2015 for Mark R. Belgya, Steven Oakland,
and Mark T. Smucker. The restricted shares are expected to vest
on January 26, 2015 for Vincent C. Byrd due to his age and
years of service with the Company. The number of the restricted
shares was computed using the average closing share price for
the final five trading days of fiscal year 2011 and the first
five trading days of fiscal year 2012 and rounded to the nearest
five shares. In accordance with published SEC guidance, because
the Company exceeded fiscal |

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year 2011 target goals, the amounts reported in column (i) represent the maximum number of performance units that could have been earned for fiscal year 2011.

2011 OPTION EXERCISES AND STOCK VESTED

(a)	Option Awards — (b)	(c)	Stock Awards — (d)	(e)
	Number of Shares	Value Realized	Number of Shares	Value Realized on
	Acquired on Exercise	on Exercise	Acquired on Vesting	Vesting
Name	(#)	($)(1)	(#)	($)(2)
Timothy P. Smucker	80,000	2,182,100	54,970	(3)	3,153,629
Richard K. Smucker	80,000	2,182,100	54,970	(3)	3,153,629
Mark R. Belgya	28,000	722,209	4,940		276,146
Vincent C. Byrd	25,000	526,150	8,650		483,535
Steven Oakland	27,000	617,851	6,035		337,357
Mark T. Smucker	8,000	146,360	3,885		217,172

| (1) | The market price used in determining the value realized was
calculated using the average of the high and low share prices on
the NYSE on the date of exercise. |
| --- | --- |
| (2) | The market price used in determining the value realized was
calculated using the average of the high and low share prices on
the NYSE on the date of vesting. |
| (3) | Represents 54,970 restricted shares which vested immediately
upon date of grant in June 2010 due to the participant being
60 years of age and having 10 years of service with
the Company. |

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PENSION BENEFITS

The Company maintains two defined benefit plans that cover the Named Executive Officers. One is the Qualified Pension Plan, which provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Code to some salaried employees of the Company as discussed in the “Qualified Pension Plan” summary on page 46. The second is the SERP, which provides unfunded, non-qualified benefits to certain executive officers. All of the Named Executive Officers included in the 2011 Pension Benefits Table participate in both of these plans.

Qualified Pension Plan

The benefit provided under the Qualified Pension Plan is only payable as an annuity beginning at normal retirement age which is 65. The Qualified Pension Plan benefit expressed as an annual single life annuity is 1% times final average earnings times years of service. Final average earnings are equal to average base salary over the five consecutive years of employment which produces the highest average.

In addition, Named Executive Officers who, prior to 1991, participated in the old employee contributory portion of the Qualified Pension Plan may also have a frozen contributory benefit based on their participant contributions made prior to April 30, 1991. Those frozen benefits, included as part of the total Qualified Pension Plan benefit, are as follows: $56,600 for Timothy P. Smucker; $48,100 for Richard K. Smucker; $1,400 for Mark R. Belgya; $7,900 for Vincent C. Byrd; $4,000 for Steven Oakland; and $0 for Mark T. Smucker.

Early retirements under the Qualified Pension Plan are subject to the following rules:

| • | if the participant terminates employment prior to normal
retirement age without completing five years of service, no
benefit is payable from the Qualified Pension Plan; |
| --- | --- |
| • | if the participant terminates employment after completing five
years of service but prior to attaining age 65, the
Qualified Pension Plan benefit is calculated based on final
average earnings and service at the time the Named Executive
Officer leaves employment; |
| • | annuity payments from the Qualified Pension Plan cannot be made
prior to the Named Executive Officer reaching age 55 and
require 10 years of service rather than the five years
required for vesting; |
| • | early payments are reduced 4% per year that the benefits start
before age 65; and |
| • | if the participant has more than 30 years of service at the
time he terminates employment, early payments are reduced 4% per
year from age 62. |

As of April 30, 2011, each of Timothy P. Smucker, Richard K. Smucker, and Vincent C. Byrd had already completed 30 years of service with the Company.

SERP

The benefit provided under the SERP is payable as an annuity beginning at normal retirement age. The SERP benefit expressed as an annual single life annuity is equal to (A) 2.5% times final average earnings, times years of service up to 20 years, plus (B) 1.0% times final average earnings, times years of service from 20 to 25 years, minus (C) the basic benefit provided under the Qualified Pension Plan, minus (D) the Company paid portion of the contributory benefit in the Qualified Pension Plan that was frozen April 30, 1991, and minus (E) an estimate of the Social Security benefit that would be payable at the later of age 62 or actual retirement. Final average earnings are equal to average compensation (base salary, Cash Incentive Award, and holiday bonus) over the five consecutive years of employment which produces the highest average.

Early retirements under the SERP are subject to the following rules:

• if the participant terminates employment before normal retirement age without completing 10 years of service, no SERP benefit is payable;

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| • | if the participant terminates employment after completing
10 years of service but before age 65, the gross SERP
benefit ((A) plus (B) in the prior paragraph) is calculated
based on final average earnings and service at the time the
participant leaves employment; and |
| --- | --- |
| • | the gross SERP benefit will be reduced by 4% per year that the
benefit commences prior to age 62 and then offset by the
Qualified Pension Plan benefit, frozen contributory benefit, and
estimate of Social Security benefit. |

On April 21, 2011, the Company amended the SERP to provide that, to the extent payment of any benefit under the SERP is delayed beyond the latter of the participant reaching age 55 or the participant’s separation from service, such benefit will be adjusted (i) with interest, if payable as a lump sum, and (ii) actuarially, if payable as an annuity, all as determined in accordance with the SERP. This change takes into account the fact that Section 409A of the Code imposes a delay on benefit commencement in certain cases.

Determination of Value

The amounts shown are based on the value at age 62, which is the earliest age at which an unreduced retirement benefit is payable under both plans. Other key assumptions used to determine the amounts are as follows:

| • | an interest rate of 5.5%, the Financial Accounting Standards
Board Accounting Standards Codification Topic 715 (“ASC
Topic 715”) discount rate as of April 30, 2011. The
ASC Topic 715 discount rate as of April 30, 2010 was 5.8%
and as of April 30, 2009 was 7.4%; |
| --- | --- |
| • | RP-2000 Combined Healthy Mortality Table (projected
20 years for 2011 and eight years for prior years) to
estimate the value of annuity benefits payable and the unisex
mortality table specified in Revenue Ruling 2001-62 to
determine lump sums; and |
| • | all benefits under the Qualified Pension Plan are assumed to be
paid as annuities. The value of benefits under the SERP have
been determined assuming 50% of the benefit is received as an
annuity and the remaining 50% is received as a lump sum. |

The years of credited service for all of the Named Executive Officers are based only on their years of service while an employee of the Company. No additional years of credited service have been granted.

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The 2011 Pension Benefits Table below shows the Named Executive Officers’ number of years of credited service, present value of accumulated benefit, and payments during the last fiscal year under each of the plans.

2011 Pension Benefits

(a)	(b)	(c)	(d)	(e)
			Present Value of	Payments
		Number of Years of	Accumulated	During Last
		Credited Service	Benefit	Fiscal Year
Name	Plan Name	(#)	($)	($)
Timothy P. Smucker	Qualified Pension Plan	41.8	1,661,891	—
	SERP	41.8	9,755,407	—
	Total		11,417,298
Richard K. Smucker	Qualified Pension Plan	38.6	1,643,374	—
	SERP	38.6	11,021,122	—
	Total		12,664,496
Mark R. Belgya	Qualified Pension Plan	26.1	415,157	—
	SERP	26.1	1,519,159	—
	Total		1,934,316
Vincent C. Byrd	Qualified Pension Plan	34.3	786,501	—
	SERP	34.3	3,355,178	—
	Total		4,141,679
Steven Oakland	Qualified Pension Plan	28.6	456,907	—
	SERP	28.6	1,695,949	—
	Total		2,152,856
Mark T. Smucker	Qualified Pension Plan	10.3	78,600	—
	SERP	13.6	588,511	—
	Total		667,111

2011 NONQUALIFIED DEFERRED COMPENSATION

(a)	(b)	(c)	(d)	(e)	(f)
	Executive	Registrant	Aggregate Earnings	Aggregate	Aggregate Balance
	Contributions in	Contributions in	(Loss) in Last Fiscal	Withdrawals/	at Last
	Last Fiscal Year	Last Fiscal Year	Year	Distributions	Fiscal Year End
Name	($)(1)	($)	($)(2)	($)	($)(3)
Timothy P. Smucker	368,725	—	558,472	—	3,527,353
Richard K. Smucker	368,725	—	515,398	—	3,484,092
Mark R. Belgya	—	—	—	—	—
Vincent C. Byrd	—	—	3,447	—	32,449
Steven Oakland	—	—	—	—	—
Mark T. Smucker	—	—	—	—	—

| (1) | Amounts shown in column (b) were deferrals of Cash
Incentive Awards made under the 2010 Plan on June 10, 2011,
related to fiscal year 2011. As such, the related compensation
is included in compensation in the “Summary Compensation
Table.” |
| --- | --- |
| (2) | No portion of the amounts shown in column (d) are reported
in the “Summary Compensation Table” as no earnings are
considered to be above market. |
| (3) | Column (f) includes amounts reported as compensation in the
“Summary Compensation Table” in previous fiscal years.
These amounts are as follows: Timothy P. Smucker, $2,716,805;
Richard K. Smucker, |

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| $2,716,805; and Vincent C. Byrd, $23,000. These balances also
include deferrals of Cash Incentive Awards made under the 2010
Plan on June 10, 2011. |
| --- |
| Executive officers may elect to defer up to 50% of salary and up
to 100% of the Cash Incentive Award in the Deferred Compensation
Plan. The amounts deferred are credited to notional accounts
selected by the executive officer that mirror the investment
alternatives available in the 401(k) Plan. |
| The Deferred Compensation Plan is a non-qualified deferred
compensation plan and, as such, is subject to the rules of
Section 409A of the Code, which restrict the timing of
distributions. At the time a deferral election is made,
participants elect to receive payout of the deferred amounts
upon termination of employment in the form of a lump sum or in
equal annual installments ranging from 2 to 10 years. |

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POTENTIAL PAYMENT TO EXECUTIVE OFFICERS UPON TERMINATION

Consulting Agreements with Timothy P. Smucker and Richard K. Smucker

On April 25, 2011, the Company and each of the Co-CEOs entered into amendments terminating substantially all of the provisions of their Consulting Agreements. The amendments are identical in all material respects and provide that each Co-CEO’s right to receive his monthly retirement benefit or death benefit under the SERP as of the third anniversary of his disability, death, or separation from service (without application of early retirement reduction factors) will remain in full force as provided in the Consulting Agreements. All other provisions of the Consulting Agreements, including all rights to continuation of salary, bonus, vesting of options and restricted shares, and each Co-CEO’s confidentiality, nonsolicitation, and noncompetition obligations following his separation from service, have been terminated. The amendments do not terminate any similar obligations each Co-CEO may have arising under any other agreement, plan, program, or arrangement with the Company, or by operation of law.

Broad-Based Severance Plan

All salaried employees of the Company are eligible for benefits under a broad-based severance plan. If an employee is terminated without cause, he or she will be eligible for a severance benefit of up to one year of base salary based on certain age and service requirements.

Long-Term Disability

In the event of a qualified long-term disability, participants continue to earn Qualified Pension Plan benefit service up to the earlier of age 65 or the end of the disability period. Also, 60% of base salary is continued, up to $20,000 per month, until the earlier of age 65 or the end of the disability period.

Termination Payments

The Severance values in the following tables represent the payments to the Named Executive Officers based on certain possible termination events. These payments are based on the broad-based severance plan that covers substantially all salaried employees of the Company.

The Cash Incentive Award row in the following tables represents the payment to each Named Executive Officer who is eligible to receive an award under the short-term incentive compensation program based on actual Company performance if he is actively employed on the last day of the fiscal year.

The Value of Restricted Shares row in the following tables reflects the immediate vesting of outstanding equity awards based on the type of termination that has occurred.

The Company does not have severance agreements or change in control agreements with any employee. Should there be a change in control of the Company, all outstanding equity awards (other than performance units for Covered Participants described above), will immediately vest based on the terms of the existing equity plans.

The Value of Restricted Shares row in the following tables are also the values associated with the vesting of outstanding equity awards due to a change in control.

No restricted shares are awarded if an employee is not actively employed with the Company on the date of the grant. The Restricted Stock Award for fiscal year 2011 that would have been forfeited based on the assumed April 30, 2011 termination date is not reflected in the termination scenario tables.

The Retiree Healthcare Benefit values in the following tables are shown only for those Named Executive Officers who are eligible for retirement as of the end of the fiscal year. These values represent the subsidy paid by the Company to retiring executive officers to assist with the cost of retiree medical coverage.

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Termination Analysis Tables

The following tables illustrate the estimated potential payment obligations under various termination events. The tables assume termination of employment occurs on the last day of the fiscal year. A closing stock price of $75.07, as of the last business day of the fiscal year, is assumed for all equity values.

Termination Analysis for Timothy P. Smucker

| | Termination Scenario for Fiscal Year Ending April 30,
2011 | | Involuntary | Involuntary |
| --- | --- | --- | --- | --- |
| | Voluntary | Death | for Cause | w/o Cause |
| Compensation Components | ($)(1) | ($) | ($) | ($) |
| Severance(2) | — | — | — | 853,000 |
| Cash Incentive Award | 1,053,500 | 1,053,500 | 1,053,500 | 1,053,500 |
| Value of Restricted Shares | — | — | — | — |
| Retirement Benefits(3) | 11,423,069 | 5,835,948 | 11,423,069 | 11,423,069 |
| Retiree Healthcare Benefits(4) | 31,489 | 15,745 | — | 31,489 |
| Total Benefits to Employee | 12,508,058 | 6,905,193 | 12,476,569 | 13,361,058 |

| (1) | The Named Executive Officer is currently eligible for
retirement. This amount assumes the Named Executive Officer
terminates or retires. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table” since these benefits are
assumed to be payable immediately and the “Pension Benefits
Table” assumes payments are deferred to the earliest
unreduced retirement age. Death benefits assume that the
surviving spouse receives half of the 50% joint and survivor
benefit. There is a three year waiting period before SERP
payments begin. |
| (4) | Includes the value of the employer-provided subsidy for
post-retirement medical benefits. |

Termination Analysis for Richard K. Smucker

| | Termination Scenario for Fiscal Year Ending April 30,
2011 | | Involuntary | Involuntary |
| --- | --- | --- | --- | --- |
| | Voluntary | Death | for Cause | w/o Cause |
| Compensation Components | ($)(1) | ($) | ($) | ($) |
| Severance(2) | — | — | — | 900,000 |
| Cash Incentive Award | 1,053,500 | 1,053,500 | 1,053,500 | 1,053,500 |
| Value of Restricted Shares | — | — | — | — |
| Retirement Benefits(3) | 12,640,355 | 6,441,673 | 12,640,355 | 12,640,355 |
| Retiree Healthcare Benefits(4) | 53,304 | 26,652 | — | 53,304 |
| Total Benefits to Employee | 13,747,159 | 7,521,825 | 13,693,855 | 14,647,159 |

| (1) | The Named Executive Officer is currently eligible for
retirement. This amount assumes the Named Executive Officer
terminates or retires. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table” since these benefits are
assumed to be payable immediately and the “Pension Benefits
Table” assumes payments are deferred to the earliest
unreduced retirement age. Death benefits assume that the
surviving spouse receives half of the 50% joint and survivor
benefit. There is a three year waiting period before SERP
payments begin. |
| (4) | Includes the value of the employer-provided subsidy for
post-retirement medical benefits. |

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Termination Analysis for Mark R. Belgya

| | Termination Scenario for Fiscal Year Ending April 30,
2011 | | Involuntary | Involuntary |
| --- | --- | --- | --- | --- |
| | Voluntary | Death | for Cause | w/o Cause |
| Compensation Components | ($)(1) | ($) | ($) | ($) |
| Severance(2) | — | — | — | 410,000 |
| Cash Incentive Award | 276,900 | 276,900 | 276,900 | 276,900 |
| Value of Restricted Shares(3) | — | 2,172,901 | — | 2,172,901 |
| Retirement Benefits(4) | 2,243,726 | 1,138,505 | 2,243,726 | 2,243,726 |
| Retiree Healthcare Benefits | — | — | — | — |
| Total Benefits to Employee | 2,520,626 | 3,588,306 | 2,520,626 | 5,103,527 |

| (1) | The Named Executive Officer is not currently eligible for
retirement. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | In the event of a change in control, death, or permanent
disability all unvested equity awards would automatically vest.
In the event of an involuntary termination without cause, the
Compensation Committee has the discretion to vest all
outstanding unvested restricted shares. The amount under the
column “Involuntary w/o Cause” assumes that all
unvested restricted shares become vested. |
| (4) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table.” Death benefits assume that
the surviving spouse receives half of the 50% joint and survivor
benefit. |

Termination Analysis for Vincent C. Byrd

| | Termination Scenario for Fiscal Year Ending April 30,
2011 | | Involuntary | Involuntary |
| --- | --- | --- | --- | --- |
| | Voluntary | Death | for Cause | w/o Cause |
| Compensation Components | ($)(1) | ($) | ($) | ($) |
| Severance(2) | — | — | — | 600,000 |
| Cash Incentive Award | 464,700 | 464,700 | 464,700 | 464,700 |
| Value of Restricted Shares(3) | — | 4,052,654 | — | 4,052,654 |
| Retirement Benefits(4) | 4,775,166 | 2,423,262 | 4,775,166 | 4,775,166 |
| Retiree Healthcare Benefits(5) | 111,204 | 55,602 | — | 111,204 |
| Total Benefits to Employee | 5,351,070 | 6,996,218 | 5,239,866 | 10,003,724 |

| (1) | The Named Executive Officer is currently eligible for
retirement. This amount assumes the Named Executive Officer
terminates or retires. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | In the event of a change in control, death, or permanent
disability all unvested equity awards would automatically vest.
In the event of an involuntary termination without cause, the
Compensation Committee has the discretion to vest all
outstanding unvested restricted shares. The amount under the
column “Involuntary w/o Cause” assumes that all
unvested restricted shares become vested. |
| (4) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table” since these benefits are
assumed to be payable immediately and the “Pension Benefits
Table” assumes payments are deferred to the earliest
unreduced retirement age. Death benefits assume that the
surviving spouse receives half of the 50% joint and survivor
benefit. |
| (5) | Includes the value of the employer-provided subsidy for
post-retirement medical benefits. |

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Termination Analysis for Steven Oakland

| | Termination Scenario for Fiscal Year Ending April 30,
2011 | | Involuntary | Involuntary |
| --- | --- | --- | --- | --- |
| | Voluntary | Death | for Cause | w/o Cause |
| Compensation Components | ($)(1) | ($) | ($) | ($) |
| Severance(2) | — | — | — | 475,000 |
| Cash Incentive Award | 327,600 | 327,600 | 327,600 | 327,600 |
| Value of Restricted Shares(3) | — | 2,767,080 | — | 2,767,080 |
| Retirement Benefits(4) | 2,500,077 | 1,268,596 | 2,500,077 | 2,500,077 |
| Retiree Healthcare Benefits | — | — | — | — |
| Total Benefits to Employee | 2,827,677 | 4,363,276 | 2,827,677 | 6,069,757 |

| (1) | The Named Executive Officer is not currently eligible for
retirement. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | In the event of a change in control, death, or permanent
disability all unvested equity awards would automatically vest.
In the event of an involuntary termination without cause, the
Compensation Committee has the discretion to vest all
outstanding unvested restricted shares. The amount under the
column “Involuntary w/o Cause” assumes that all
unvested restricted shares become vested. |
| (4) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table.” Death benefits assume that
the surviving spouse receives half of the 50% joint and survivor
benefit. |

Termination Analysis for Mark T. Smucker

	Termination Scenario for Fiscal Year Ending April 30, 2011		Involuntary	Involuntary
	Voluntary	Death	for Cause	w/o Cause
Compensation Components	($)(1)	($)	($)	($)
Severance(2)	—	—	—	410,000
Cash Incentive Award	320,000	320,000	320,000	320,000
Value of Restricted Shares(3)	—	1,884,257	—	1,884,257
Value of Restricted Units(3)	—	245,104	—	245,104
Retirement Benefits(4)	776,892	394,389	776,892	776,892
Retiree Healthcare Benefits	—	—	—	—
Total Benefits to Employee	1,096,892	2,843,750	1,096,892	3,636,253

| (1) | The Named Executive Officer is not currently eligible for
retirement. |
| --- | --- |
| (2) | This amount equals up to a maximum of 52 weeks of pay based
on the provisions of the severance plan. |
| (3) | In the event of a change in control, death, or permanent
disability all unvested equity awards would automatically vest.
In the event of an involuntary termination without cause, the
Compensation Committee has the discretion to vest all
outstanding unvested restricted shares. The amount under the
column “Involuntary w/o Cause” assumes that all
unvested restricted shares become vested. |
| (4) | Retirement Benefits represent the total value of such benefits
assuming the termination event occurs on April 30, 2011.
Such amounts may differ from the comparable value shown on the
“Pension Benefits Table.” Death benefits assume that
the surviving spouse receives half of the 50% joint and survivor
benefit. |

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TOTAL SHAREHOLDER RETURN GRAPH

In the “Compensation Discussion and Analysis” portion of this proxy statement describing the short-term incentive compensation program, we noted that from 2002 through 2011, the Company achieved an annual compounded growth rate in non-GAAP earnings per share of approximately 14%.

Set forth in the table below is a graph comparing the cumulative total shareholder return for the five years ended April 30, 2011, for the Company’s common shares, the S&P 500 Index, and the S&P Packaged Foods and Meats Index. These figures assume all dividends are reinvested when received and are based on $100 invested in the Company’s common shares and the referenced index funds on April 30, 2006.

Comparison of 5 Year Cumulative Total Return* Among The J. M. Smucker Company, The S&P 500 Index and The S&P Packaged Foods & Meats Index

	4/06	4/07	4/08	4/09	4/10	4/11
The J. M. Smucker Company	$ 100.00	$ 145.74	$ 133.19	$ 118.70	$ 189.15	$ 238.88
S&P 500	100.00	115.24	109.85	71.06	98.66	115.65
S&P Packaged Foods & Meats	100.00	119.46	117.29	92.84	129.98	151.12

• $100 invested on April 30, 2006, in stock or index, including reinvestment of dividends. Fiscal year ending April 30.

Copyright © 2011 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All rights reserved.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended April 30, 2011.

EXECUTIVE COMPENSATION COMMITTEE

Elizabeth Valk Long, Chair Kathryn W. Dindo Paul J. Dolan

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of the following Directors served as a member of the Compensation Committee during fiscal year 2011: Kathryn W. Dindo, Paul J. Dolan, and Elizabeth Valk Long. During fiscal year 2011, no Company executive officer or Director was a member of the board of directors of any other company where the relationship would be construed to constitute a committee interlock within the meaning of the rules of the SEC.

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SHAREHOLDER PROPOSAL (Proposal 5 on the proxy card)

By letter dated March 9, 2011, Trillium Asset Management Corporation, 711 Atlantic Avenue, Boston, MA 02111 (“Trillium”), and Calvert Asset Management Company, Inc., 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814 (“Calvert” and, together with Trillium, the “Proponents”), notified the Company of the Proponents’ intention to submit the following proposal for consideration of the Company’s shareholders at the annual meeting (the “Shareholder Proposal”). In their March 9, 2011 letter, the Proponents informed the Company that they each held, and will continue to hold continuously through the date of the annual meeting, at least $2,000 worth of the Company’s common shares.

“ Whereas: Our company is one of the four largest coffee companies in the world. It provides industry leadership through its Folgers brand not only in consumer expectations, but also with regard to pricing.

The coffee business is critically important for our company by providing approximately 40% of our company’s revenue. It is equally important to the well-being of 25 million coffee farm families worldwide.

Climate change may present a number of important risks and opportunities for our company and these communities, as it impacts temperature, rainfall patterns, and disease vectors in the world’s coffee growing regions. According to the Intergovernmental Panel on Climate Change, physical risks from climate change may include changes and variability in precipitation and in the intensity and frequency of extreme weather events.

The director of research at Kenya’s Coffee Research Foundation publicly stated, “We have seen climate change in intermittent rainfall patterns, extended drought and very high temperatures.” He goes on to point out that “Coffee operates within a very narrow temperature range of 19-25 degrees (Celsius). When you start getting temperatures above that, it affects photosynthesis and in some cases, trees wilt and dry up.”

Peter Baker, coffee expert at the nonprofit CABI Bioscience, publicly stated “I often call coffee a Goldilocks plant. It likes it not too hot, not too cold. It likes it not too wet, not too dry. It doesn’t like too much sun, it doesn’t like too much shade.”

Our [c]ompany’s competitors in the coffee business — Nestlé, Kraft Foods, and Sara Lee Corporation — are making public efforts to address coffee sustainability and to provide for a consistent and reliable supply chain of quality coffee. All three have made public commitments to sourcing coffee in a more sustainable fashion.

While the company’s 2010 10-K identifies climate change as a risk factor, it does not provide any discussion of what the company will do to address those risks and the role of corporate responsibility in its coffee business. It also does not discuss the opportunities for the company to become a leader in environmentally and socially sustainable coffee farming.

Resolved: Shareholders request that within six months of the 2011 annual meeting, the Board of Directors provide a report to shareholders (at reasonable cost and excluding confidential and proprietary information) describing how the company will manage the social and environmental risks and opportunities connected to the company’s coffee business and supply chain. We recommend the Board include in the report a concise discussion of how it will address temperature changes, changes in rainfall patterns, and the company’s responsibility for its impact on the coffee farming families in its supply chain.”

The Board of Directors’ Response to the Shareholder Proposal

The Board unanimously recommends that shareholders vote AGAINST the Shareholder Proposal. As discussed in greater detail below, the Company has published a corporate responsibility report that includes, among other matters, a discussion of how the Company will manage the social and environmental risks and opportunities associated with the Company’s coffee business and supply chain. Since its founding, the Company has considered environmental, economic, and social sustainability to be among its many responsibilities as a good corporate citizen. The Company submits that, in making the decision and expending time and resources to voluntarily publish a corporate responsibility report, it has taken appropriate action to

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address shareholder concerns in this area. Accordingly, the Company believes that adoption of the Shareholder Proposal is unnecessary, duplicative, and inappropriate.

Following a similar proposal from the Proponents in 2010, the Company engaged in a constructive dialogue with the Proponents concerning sustainability issues. At that time, the Company confirmed that it would be publishing a corporate responsibility report, and the Proponents decided to withdraw their prior proposal. The Proponents requested an opportunity to review and comment on that report before its publication. After due consideration, the Company decided not to grant their request. The Company concluded that it was not appropriate to provide the Proponents with preferential access to the corporate responsibility report in advance of its release to all of the Company’s shareholders.

A favorable vote of a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to approve the Shareholder Proposal. Abstentions and broker non-votes will count as present for purposes of determining whether the Shareholder Proposal has been approved and will have the same effect as votes against the Shareholder Proposal.

Begin box 1

The Board unanimously recommends a vote AGAINST Proposal 5.

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RELATED PARTY TRANSACTIONS

The Board has long recognized that transactions with Related Persons (as defined below) present a potential for conflict of interest (or the perception of a conflict) and, together with the Company’s senior management, the Board has enforced the conflict of interest provisions set forth in the Company’s Policy on Ethics and Conduct. All employees and members of the Board sign and agree to be bound by the Company’s Policy on Ethics and Conduct. Ethics has been, and will continue to be, a Basic Belief of the Company.

In order to formalize the process by which the Company reviews any transaction with a Related Person, the Board has adopted a written policy addressing the Company’s procedures with respect to the review, approval, and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Under the policy, the Company’s General Counsel initially determines if a transaction or relationship constitutes a transaction that requires compliance with the policy. The policy provides that any transaction, arrangement, or relationship, or series of similar transactions, with any Director, executive officer, 5% beneficial owner, or any of their immediate family members, or any entity which is owned or controlled by such persons, or in which such persons have a substantial ownership interest or control of such entity (collectively, “Related Persons”) in which the Company has or will have a direct or indirect material interest and which exceeds $120,000 in the aggregate will be subject to review, approval, or ratification by the Nominating Committee. In its review of related person transactions, the Nominating Committee will review the material facts and circumstances of the transaction.

Paul Smucker Wagstaff, President, U.S. Retail Consumer Foods for the Company, is the nephew of the Company’s Chairman of the Board and Co-CEO, Timothy P. Smucker, and the Company’s Executive Chairman and Co-CEO, Richard K. Smucker. He earned approximately $1,161,000 in compensation in fiscal year 2011 (including salary, Cash Incentive Award earned in fiscal year 2011 and paid subsequent to year end, a discretionary cash bonus, financial and tax planning services, and other W-2 reportable items). He was also granted 7,095 restricted shares in June 2011 based on the performance of the Company for the fiscal year ended April 30, 2011. The restricted shares were granted pursuant to the 2010 Plan.

Kimberly Wagstaff, Manager, Learning Center for the Company, is the sister of Paul Smucker Wagstaff, President, U.S. Retail Consumer Foods of the Company. She earned approximately $153,000 in compensation in fiscal year 2011 (including salary, Cash Incentive Award earned in fiscal year 2011 and paid subsequent to year end, and other W-2 reportable items). She was granted 325 restricted shares in June 2011 based on the performance of the Company for the fiscal year ended April 30, 2011. Ms. Wagstaff’s compensation is commensurate with her peers. The restricted shares were granted to Ms. Wagstaff pursuant to the 2010 Plan.

Kent Wadsworth, Marketing Manager, Hispanic for the Company, is the brother-in-law of Paul Smucker Wagstaff, President, U.S. Retail Consumer Foods of the Company. He earned approximately $176,000 in compensation in fiscal year 2011 (including salary, Cash Incentive Award earned in fiscal year 2011 and paid subsequent to year end, and other W-2 reportable items). He was granted 315 restricted shares in June 2011 based on the performance of the Company for the fiscal year ended April 30, 2011. Mr. Wadsworth’s compensation is commensurate with his peers. The restricted shares were granted to Mr. Wadsworth pursuant to the 2010 Plan.

Paul J. Dolan, a member of the Board, is chairman and chief executive officer of the Cleveland Indians, the Major League Baseball team operating in Cleveland, Ohio. Mr. Dolan’s family also owns the Cleveland Indians organization. The Company incurred approximately $268,000 in advertising and promotional activities expenses related to its sponsorship with the Cleveland Indians organization, along with purchases of season tickets and a luxury box, in fiscal year 2011.

Related party transactions regarding members of the Compensation Committee would have been disclosed under the “Compensation Committee Interlocks and Insider Participation” section of this proxy statement.

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OWNERSHIP OF COMMON SHARES

Beneficial Ownership of Company Common Shares

The following table sets forth, as of June 22, 2011 (unless otherwise noted), the beneficial ownership of the Company’s common shares by:

| • | each person or group known to the Company to be the beneficial
owner of more than 5% of the outstanding common shares of the
Company; |
| --- | --- |
| • | each Director, each nominee for Director listed in this proxy
statement, and each Named Executive Officer; and |
| • | all Directors and executive officers of the Company as a group. |

Unless otherwise noted, the shareholders listed in the table below have sole voting and investment powers with respect to the common shares beneficially owned by them. The address of each Director, nominee for Director, and executive officer is One Strawberry Lane, Orrville, Ohio 44667. As of June 22, 2011, there were 114,378,016 common shares outstanding.

	Number of — Common Shares	Percent of
	Beneficially	Outstanding
Name	Owned(1)(2)(3)(4)(5)	Common Shares
Massachusetts Financial Services Company	8,182,357	(6)	7.2 %
BlackRock, Inc.	6,876,002	(7)	6.0 %
The Vanguard Group, Inc.	6,231,944	(8)	5.5 %
Timothy P. Smucker	1,946,264		1.7 %
Richard K. Smucker	2,411,571		2.1 %
Mark R. Belgya	53,780		*
Vincent C. Byrd	115,902		*
R. Douglas Cowan	26,208		*
Kathryn W. Dindo	32,027		*
Paul J. Dolan	15,457		*
Nancy Lopez Knight	8,217		*
Elizabeth Valk Long	46,717		*
Steven Oakland	54,160		*
Gary A. Oatey	31,804		*
Alex Shumate	3,427		*
Mark T. Smucker	122,718		*
William H. Steinbrink	43,158		*
Paul Smucker Wagstaff	99,198		*
26 Directors and executive officers as a group	4,148,126		3.6 %

*	Less than 1%.
(1)	In accordance with SEC rules, each beneficial owner’s
holdings have been calculated assuming full exercise of
outstanding stock options covering common shares, if any,
exercisable by such owner within 60 days after
June 22, 2011. The common share numbers include such
options as follows: Timothy P. Smucker, 0; Richard K.
Smucker, 0; Mark R. Belgya, 0; Vincent C. Byrd, 0; Steven
Oakland, 0; Mark T. Smucker, 0; and all Directors and executive
officers as a group, 50,500.
(2)	This number includes restricted shares as follows: Timothy P.
Smucker, 0; Richard K. Smucker, 0; Mark R. Belgya, 31,910;
Vincent C. Byrd, 58,855; Steven Oakland, 40,025; Mark T.
Smucker, 32,195; and all Directors and executive officers as a
group, 340,540.

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| (3) | Beneficial ownership of the following common shares included in
the table is disclaimed by Timothy P. Smucker: 477,798
common shares held by trusts for the benefit of family members
of which Timothy P. Smucker is a trustee with sole investment
power or a co-trustee with shared investment power; 202,062
common shares owned by the Willard E. Smucker Foundation of
which Timothy P. Smucker is a trustee with shared investment
power; and 148,390 common shares with respect to which Timothy
P. Smucker disclaims voting or investment power. |
| --- | --- |
| | Beneficial ownership of the following common shares included in
the table is disclaimed by Richard K. Smucker:
1,433,392 common shares held by trusts for the benefit of family
members (including Timothy P. Smucker) of which Richard K.
Smucker is a trustee with sole investment power or a co-trustee
with shared investment power; 202,062 common shares owned by the
Willard E. Smucker Foundation of which Richard K. Smucker is a
trustee with shared investment power; and 100,000 common shares
with respect to which Richard K. Smucker disclaims voting or
investment power. |
| | Beneficial ownership of the following common shares included in
the table is disclaimed by Mark T. Smucker: 9,174
common shares with respect to which Mark T. Smucker disclaims
voting or investment power. |
| | Beneficial ownership of the following common shares included in
the table is disclaimed by Paul Smucker Wagstaff: 9,586 common
shares with respect to which Paul Smucker Wagstaff disclaims
voting or investment power. |
| | The number of common shares beneficially owned by all Directors
and executive officers as a group has been computed to eliminate
duplication of beneficial ownership. |
| (4) | This number includes common shares held for the benefit of the
individual named under the terms of the Amended and Restated
Nonemployee Director Stock Plan (“Nonemployee Director
Stock Plan”), the Nonemployee Director Deferred
Compensation Plan, the 2006 Plan, and the 2010 Plan as follows:
R. Douglas Cowan, 15,708; Kathryn W. Dindo, 25,061; Paul J.
Dolan, 15,457; Nancy Lopez Knight, 8,042; Elizabeth Valk Long,
35,272; Gary A. Oatey, 21,304; Alex Shumate, 3,327; and William
H. Steinbrink, 32,617. The common shares indicated are held in
trust for the Directors named and are voted pursuant to their
direction. |
| (5) | Because, under the Company’s Articles, shareholders may be
entitled on certain matters to cast ten-votes-per-share with
regard to certain common shares and only one-vote-per-share with
regard to others, there may not be a correlation between the
percent of outstanding common shares owned and the voting power
represented by those common shares. The total voting power of
all the common shares can be determined only at the time of a
shareholder meeting due to the need to obtain certifications as
to beneficial ownership of common shares not held as of record
in the name of individuals. There are no proposals on this
year’s ballot for which the ten-votes-per-share provisions
apply. |
| (6) | According to a Schedule 13G/A of Massachusetts Financial
Services Company (“MFS”), 500 Boylston Street, Boston,
MA 02116, filed on February 1, 2011, MFS is a U.S. company
organized under the laws of the State of Delaware. As of
December 31, 2010, MFS had sole voting power as to
6,699,748 common shares and sole dispositive power as to
8,182,357 common shares. |
| (7) | According to a Schedule 13G/A of BlackRock, Inc.
(“BlackRock”), 40 East 52nd Street, New York, NY
10022, filed on February 4, 2011, BlackRock is a U.S.
company organized under the laws of the State of Delaware. As of
December 31, 2010, BlackRock had sole voting power as to
6,876,002 common shares and sole dispositive power as to
6,876,002 common shares. |
| (8) | According to a Schedule 13G of The Vanguard Group, Inc.
(“Vanguard”), 100 Vanguard Blvd., Malvern, PA 19355,
filed on February 10, 2011, Vanguard is a U.S. company
organized under the laws of the State of Pennsylvania. As of
December 31, 2010, Vanguard had sole voting power as to
149,126 common shares, sole dispositive power as to 6,082,818
common shares, and shared dispositive power as to 149,126 common
shares. |

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Section 16(a) Beneficial Ownership Reporting Compliance

Under the U.S. securities laws, the Company’s Directors, executive officers, and beneficial owners of more than 10% of the Company’s common shares are required to report their initial ownership of common shares and any subsequent changes in that ownership to the SEC and the NYSE. Due dates for the reports are specified by those laws, and the Company is required to disclose in this proxy statement any failure in the past year to file by the required dates. Based solely on written representations of the Company’s Directors and executive officers and on copies of the reports that they have filed with the SEC, it is the Company’s belief that all of the Company’s Directors and executive officers complied with all Section 16(a) filing requirements applicable to them with respect to transactions in the Company’s equity securities during fiscal year 2011, except for William H. Steinbrink, who had a late Section 16(a) filing due to a delay in notifying the Company of an open market sale of the Company’s common shares, and R. Douglas Cowan, Paul J. Dolan, Elizabeth Valk Long, and Gary A. Oatey, who each had a late Section 16(a) filing due to an administrative error by the Company.

EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth certain information with respect to the following equity compensation plans of the Company as of April 30, 2011: the 1987 Stock Option Plan, The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (the “1998 Plan”), the 2006 Plan, the 2010 Plan, the Nonemployee Director Stock Plan, the Nonemployee Director Stock Option Plan, the Nonemployee Director Deferred Compensation Plan, and the Amended and Restated 1997 Stock-Based Incentive Plan (the “1997 Plan”). All of these equity compensation plans have been approved by the Company’s shareholders, with the exception of the 1997 Plan, which was assumed by the Company as a result of the International Multifoods Corporation acquisition in June 2004, and the Nonemployee Director Deferred Compensation Plan, which was adopted by the Board in October 2006.

			Number of Securities
			Remaining Available for
	Number of Securities		Future Issuance Under
	to be Issued	Weighted-Average	Equity Compensation
	Upon Exercise of	Exercise Price of	Plans (Excluding
	Outstanding Options,	Outstanding Options,	Securities Reflected in
	Warrants and Rights	Warrants and Rights	Column (a)) (1) (2) (3)
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders(4)(5)	509,383	$ 41.16	7,600,347
Equity compensation plans not approved by security holders(6)	24,665	$ 44.39	0
Total	534,048	$ 41.18	7,600,347

| (1) | As of April 30, 2011, there were 7,600,347 common shares
remaining available for grant as awards other than options. The
weighted-average exercise price of outstanding options,
warrants, and rights in column (b) does not take restricted
shares, restricted stock units, or other non-option awards into
account. |
| --- | --- |
| (2) | Upon approval of the 2010 Plan by shareholders, no further
awards could be made under the 1987 Stock Option Plan, the 1998
Plan, the Nonemployee Director Stock Plan, the Nonemployee
Director Stock Option Plan, the 1997 Plan, and the 2006 Plan,
except that the provisions relating to the deferral of Director
retainers and fees under the Nonemployee Director Stock Plan
continued to apply to services rendered through
December 31, 2006. |
| (3) | There is no established pool of authorized common shares under
the Nonemployee Director Deferred Compensation Plan. |
| (4) | This amount includes 188,355 deferred stock units and restricted
stock units outstanding under the Nonemployee Director Stock
Plan, the 2006 Plan, and the 2010 Plan. The weighted-average
exercise price |

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| | of outstanding options, warrants, and rights in column
(b) does not take these deferred stock units and restricted
stock units into account. |
| --- | --- |
| (5) | In June 2010, the Company granted several executive officers
performance units with a one-year performance period, payable in
restricted shares in June 2011. The actual number of performance
units earned was not known as of April 30, 2011. Subsequent
to April 30, 2011, the performance units earned were
converted into 125,360 restricted shares. The actual number of
restricted shares earned was included in column (a) for
purposes of including the performance units outstanding at
April 30, 2011. The weighted-average exercise price of
outstanding options, warrants, and rights in column
(b) does not take these performance units into account. |
| (6) | This row includes 1,257 outstanding options under the 1997 Plan
which was initially adopted by the stockholders of International
Multifoods Corporation in 1997. The 1997 Plan was subsequently
assumed by the Company as a result of the June 2004 acquisition
of International Multifoods Corporation. |
| | Included in this row are 23,409 outstanding deferred stock units
related to retainer and meeting fees voluntarily deferred by
non-employee Directors under the Nonemployee Director Deferred
Compensation Plan. The Nonemployee Director Deferred
Compensation Plan provides each non-employee Director of the
Company with an opportunity to defer receipt of any portion of
the cash compensation he or she receives for his or her service
as a Director. The weighted-average exercise price of
outstanding options, warrants, and rights in column
(b) does not take these deferred stock units into account. |

ANNUAL REPORT

The Company’s annual report for the fiscal year ended April 30, 2011 was mailed to each shareholder on or about July 7, 2011.

2012 SHAREHOLDER PROPOSALS

Any shareholder who intends to present a proposal at the Company’s 2012 annual meeting and who wishes to have the proposal included in the Company’s proxy statement and form of proxy for that annual meeting must deliver the proposal to the Corporate Secretary of the Company so that it is received no later than March 9, 2012. In addition, according to the Regulations, if a shareholder intends to present a proposal (including with respect to Director nominations) at the Company’s 2012 annual meeting without the inclusion of that proposal in the Company’s proxy materials, the shareholder must deliver the proposal to the Corporate Secretary of the Company so that it is received no later than May 8, 2012, which is 60 calendar days before the first anniversary of the date on which this proxy statement is first mailed by the Company. After that date, the notice would be considered untimely. If, however, public announcement of the date of the Company’s 2012 annual meeting of shareholders is not made at least 75 days before the date of that annual meeting, then the deadline for shareholders to notify the Company will be the close of business on the tenth calendar day following the date on which public announcement of the 2012 annual meeting date is first made.

OTHER MATTERS

The Company does not know of any matters to be brought before the meeting except as indicated in this notice. However, if any other matters properly come before the meeting for action, it is intended that the person authorized under solicited proxies may vote or act thereon in accordance with his or her own judgment.

“HOUSEHOLDING” OF PROXY MATERIALS

In accordance with the notices the Company has sent to registered shareholders, the Company is sending only one copy of its annual report and proxy statement to shareholders who share the same last name and mailing address, unless they have notified the Company that they want to continue receiving multiple copies. Each shareholder will continue to receive a separate proxy card or Notice of Internet Availability of Proxy Materials. The Company understands that the brokerage community has mailed similar notices to holders of

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common shares who hold their common shares in street name. This practice, known as “householding,” is permitted by the SEC and is designed to reduce duplicate mailings and save printing and postage costs, as well as conserve natural resources.

Shareholders who currently receive multiple copies of the annual report and proxy statement at their address and would like to request “householding” of their communications should contact their broker if they are a street name shareholder or, if they are a registered shareholder, should contact Computershare by calling 1-800-456-1169, or inform them in writing at Computershare Investor Services, P.O. Box 43078, Providence, Rhode Island 02940-3078. Shareholders who are “householding” their communications, but who wish to begin to receive separate copies of the annual report and proxy statement in the future, may also notify their broker or Computershare. The Company will promptly deliver a separate copy of the annual report and proxy statement at a shared address to which a single copy was delivered upon written or oral request to Shareholder Services, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667, 330-684-3838.

ELECTRONIC DELIVERY OF COMPANY SHAREHOLDER COMMUNICATIONS

If you are a registered shareholder the Company encourages you to conserve natural resources, as well as reduce printing and mailing costs, by signing up to receive your shareholder communications from the Company electronically. Through participation in the eTree program sponsored by Computershare, the Company will have a tree planted on your behalf if you elect to receive your shareholder materials and documents electronically. The tree will be planted through American Forests, a leading conservation organization, to support revegetation and reforestation efforts in the United States. You will receive your shareholder information faster and will be able to access your documents, reports, and information on-line at the Investor Centre on Computershare’s website. Access www.eTree.com/smucker to enroll in electronic communications. With your consent, the Company will stop mailing paper copies of these documents and will notify you by e-mail when the documents are available to you, where to find them, and how to quickly submit your vote on-line. Your election to receive shareholder communications electronically will be effective until you cancel it.

Please note that, although there is no charge for accessing the Company’s annual meeting materials on-line, you may incur costs from service providers such as your Internet access provider and your telephone company. If you have any questions or need assistance, please call 1-866-451-3787.

VOTING RIGHTS OF COMMON SHARES

Under Article Fourth of the Articles, the holder of each outstanding common share is entitled to one vote on each matter submitted to a vote of the shareholders except for the following specific matters:

| • | any matter that relates to or would result in the dissolution or
liquidation of the Company; |
| --- | --- |
| • | the adoption of any amendment of the Articles or the
Regulations, or the adoption of amended Articles, other than the
adoption of any amendment or amended Articles that increases the
number of votes to which holders of common shares are entitled
or expands the matters to which time phase voting applies; |
| • | any proposal or other action to be taken by the shareholders of
the Company relating to the Rights Agreement, dated as of
May 20, 2009, between the Company and Computershare Trust
Company, N.A. or any successor plan; |
| • | any matter relating to any stock option plan, stock purchase
plan, executive compensation plan, executive benefit plan, or
other similar plan, arrangement, or agreement; |
| • | adoption of any agreement or plan of or for the merger,
consolidation, or majority share acquisition of the Company or
any of its subsidiaries with or into any other person, whether
domestic or foreign, corporate or noncorporate, or the
authorization of the lease, sale, exchange, transfer, or other
disposition of all, or substantially all, of the Company’s
assets; |

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| • | any matter submitted to the Company’s shareholders pursuant
to Article Fifth (which relates to procedures applicable to
certain business combinations) or Article Seventh (which
relates to procedures applicable to certain proposed
acquisitions of specified percentages of the Company’s
outstanding common shares) of the Articles, as they may be
further amended, or any issuance of common shares of the Company
for which shareholder approval is required by applicable stock
exchange rules; and |
| --- | --- |
| • | any matter relating to the issuance of common shares or the
repurchase of common shares that the Board determines is
required or appropriate to be submitted to the Company’s
shareholders under the Ohio Revised Code or applicable stock
exchange rules. |

On the matters listed above, common shares are entitled to ten-votes-per-share if they meet the requirements set forth in the Articles. Common shares entitled to ten-votes-per-share must meet one of the following criteria:

| • | common shares beneficially owned as of November 6, 2008,
and for which there has not been a change in beneficial
ownership after November 6, 2008; or |
| --- | --- |
| • | common shares received through the Company’s various equity
plans which have not been sold or otherwise transferred since
November 6, 2008. |

In the event of a change in beneficial ownership, the new owner of that common share will be entitled to only one vote with respect to that share on all matters until four years pass without a further change in beneficial ownership of the share. There are no proposals on this year’s ballot for which the ten-votes-per-share provisions apply.

The express terms of the common shares provide that a change in beneficial ownership occurs whenever any change occurs in the person or group of persons who has or shares voting power, investment power, the right to receive sale proceeds, or the right to receive dividends or other distributions in respect of those common shares. In the absence of proof to the contrary, a change in beneficial ownership will be deemed to have occurred whenever common shares are transferred of record into the name of any other person. Moreover, corporations, general partnerships, limited partnerships, voting trustees, banks, trust companies, brokers, nominees, and clearing agencies will be entitled to only one-vote-per-share on common shares held of record in their respective names unless written proof is provided to establish that there has been no change in the person or persons who direct the exercise of any of the rights of beneficial ownership of such shares, including the voting of common shares. Thus, shareholders who hold common shares in street name or through any of the other indirect methods mentioned above must be able to submit written proof of beneficial ownership in form and substance satisfactory to the Company in order to be entitled to exercise ten-votes-per-share.

The foregoing is merely a summary of the voting terms of the common shares and this summary should be read in conjunction with, and is qualified in its entirety by reference to, the express terms of those common shares as set forth in the Articles. A copy of the Articles is posted on the Company’s website at www.smuckers.com and is available free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

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THE J. M. SMUCKER COMPANY ATTN JEANNETTE KNUDSEN ONE STRAWBERRY LANE ORRVILLE, OH 44667-0280 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 16, 2011. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on August 16, 2011. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M37284-P14520-Z55802 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY |

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE J. M. SMUCKER COMPANY

The Board of Directors recommends you vote “FOR” the following proposals:

1.	Election of Directors to the class whose term of office will expire in 2014.	For	Against	Abstain
	Nominees: 1a. Vincent C. Byrd	o	o	o
	1b. R. Douglas Cowan	o	o	o
	1c. Elizabeth Valk Long	o	o	o
	1d. Mark T. Smucker	o	o	o
2.	Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public
Accounting Firm for the 2012 fiscal year.	o	o	o
3.	Approval of the non-binding, advisory vote on executive compensation (“Say-on-Pay”).	o	o	o
		Yes	No
Please indicate if you plan to attend this meeting.		o	o
Please sign your name EXACTLY as your name appears on this proxy. Joint owners should each sign.
When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please
provide your FULL title.

The Board of Directors recommends you vote “1 YEAR” on the following proposal:		1 Year	2 Years	3 Years	Abstain
4.	Approval of the non-binding, advisory vote on the frequency of future Say-on-Pay votes.	o	o	o	o
The Board of Directors recommends you vote “AGAINST” the following proposal:			For	Against	Abstain
5.	Shareholder proposal requesting a coffee sustainability report.		o	o	o
NOTE: Such other business as may properly come before the meeting or any adjournment or
postponement thereof.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The J. M. Smucker Company Notice of 2011 Annual Meeting, Proxy Statement and 2011 Annual Report are available at www.proxyvote.com.

M37285-P14520-Z55802

Proxy — THE J. M. SMUCKER COMPANY

THE J. M. SMUCKER COMPANY

One Strawberry Lane, Orrville, Ohio 44667-0280

Solicited by the Board of Directors for the Annual Meeting of Shareholders on August 17, 2011

The authorized party as herein noted (the “Authorized Party”) hereby appoints Timothy P. Smucker, Richard K. Smucker, and Jeannette L. Knudsen, or any one of them, proxies with full power of substitution to vote, as designated on the reverse side, all common shares that the Authorized Party is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of The J. M. Smucker Company to be held on August 17, 2011, or at any adjournment or postponement thereof.

When properly executed, this proxy will be voted in the manner directed. If properly executed, but if no direction is given, this proxy will be voted as the Board of Directors recommends. Please mark, date, sign, and return this proxy card promptly, using the enclosed envelope. No postage is required if mailed in the United States.

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THE J. M. SMUCKER COMPANY ATTN JEANNETTE KNUDSEN ONE STRAWBERRY LANE ORRVILLE, OH 44667-0280 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 11, 2011. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on August 11, 2011. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| M37286-P14520-Z55802 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION ONLY |

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE J. M. SMUCKER COMPANY

The Board of Directors recommends you vote “FOR” the following proposals:

1.	Election of Directors to the class whose term of office will expire in 2014.	For	Against	Abstain
	Nominees: 1a. Vincent C. Byrd	o	o	o
	1b. R. Douglas Cowan	o	o	o
	1c. Elizabeth Valk Long	o	o	o
	1d. Mark T. Smucker	o	o	o
2.	Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public
Accounting Firm for the 2012 fiscal year.	o	o	o
3.	Approval of the non-binding, advisory vote on executive compensation (“Say-on-Pay”).	o	o	o

The Board of Directors recommends you vote “1 YEAR” on the following proposal:		1 Year	2 Years	3 Years	Abstain
4.	Approval of the non-binding, advisory vote on the frequency of future Say-on-Pay votes.	o	o	o	o
Please sign your name EXACTLY as your name appears on this proxy. Joint owners should each sign.
When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please
provide your FULL title.

The Board of Directors recommends you vote “AGAINST” the following proposal:		For	Against	Abstain
5.	Shareholder proposal requesting a coffee sustainability report.	o	o	o
Instructions regarding Non-directed Shares and/or Unallocated Shares		Yes	No
	I wish to direct the Trustee to vote the Non-directed Shares and Unallocated Shares in the same way
as my Allocated Shares.	o	o
NOTE: Such other business as may properly come before the meeting or any adjournment or
postponement thereof.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The J. M. Smucker Company Notice of 2011 Annual Meeting, Proxy Statement and 2011 Annual Report are available at www.proxyvote.com.

M37287-P14520-Z55802

Proxy — THE J. M. SMUCKER COMPANY

THE J. M. SMUCKER COMPANY

One Strawberry Lane, Orrville, Ohio 44667-0280

Solicited by the Board of Directors for the Annual Meeting of Shareholders on August 17, 2011

VOTING INSTRUCTIONS TO:

Fidelity Management Trust Company, Trustee (the “Trustee”) under The J. M. Smucker Company Employee Stock Ownership Plan and Trust, The J. M. Smucker Company Employee Savings Plan, and The J. M. Smucker Company Orrville Represented Employee Savings Plan (each referred to hereinafter as the “Plan”)

I, the authorized party as herein noted, as a participant in or a beneficiary of one or more of the above-referenced Plans, hereby instruct the Trustee to vote (in person or by proxy), in accordance with my confidential instructions on the reverse side of this card and the provisions of the Plan(s), all common shares of The J. M. Smucker Company (the “Company”) allocated to my account under the Plan(s) (“Allocated Shares”) as of the record date for the Annual Meeting of Shareholders of the Company to be held on August 17, 2011 (or at any adjournment or postponement thereof), and in the Trustee’s discretion to vote upon such other business as may properly come before the Annual Meeting of Shareholders.

In addition to voting the Allocated Shares, you may also use this card to vote unallocated shares held in the ESOP Suspense Account (“Unallocated Shares”), if applicable, and/or non-directed shares held in the Plan(s) (“Non-directed Shares”) as determined in accordance with the terms of the Plan(s). For more information concerning voting Unallocated Shares and Non-directed Shares, please refer to the reverse side of this card and the enclosed instructions.

The Trustee will vote any shares allocated to your account for which timely instructions are received from you by 11:59 p.m., Eastern Time, August 11, 2011, in accordance with the Plan(s).

When properly executed, this voting instruction card will be voted in the manner directed. If properly executed, but if no direction is given, this voting instruction card will be voted as the Board of Directors recommends and for Allocated Shares only. Please mark, date, sign, and return this voting instruction card promptly, using the enclosed envelope. No postage is required if mailed in the United States.

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LETTER TO ALL PARTICIPANTS IN THE J. M. SMUCKER COMPANY EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST, THE J. M. SMUCKER COMPANY EMPLOYEE SAVINGS PLAN, AND THE J. M. SMUCKER COMPANY ORRVILLE REPRESENTED EMPLOYEE SAVINGS PLAN

Enclosed are materials relating to the Annual Meeting of Shareholders of The J. M. Smucker Company (the “Company”), which will be held on August 17, 2011. You are receiving these materials because you were a participant or beneficiary in one or more of the benefit plans listed above as of the June 22, 2011 record date. As a participant or beneficiary in one of the plans, you are also a beneficial owner of common shares of the Company that are held in the plans. As a beneficial owner, you are entitled to direct the trustee under each of the plans on how to vote those shares with respect to issues being submitted to the shareholders at the Company’s Annual Meeting. The trustee of all of the above referenced plans is Fidelity Management Trust Company.

The purpose of this letter is to give you information on how to provide voting direction to the trustee on shares allocated to your account under one or more of the plans. This letter also discusses a right that you have under the plans to provide direction to the trustee on how to vote certain other shares that are allocated to other participants and beneficiaries, but are not voted, or which are not yet allocated to anyone. This letter also outlines what it means if you exercise your right with respect to those other shares. Before making a decision on how to instruct the trustee, you should carefully read this letter and the enclosed materials.

HOW DO I PROVIDE DIRECTION TO THE TRUSTEE?

As a participant or beneficiary in one or more of the plans referenced at the top of this letter, you may direct the trustee how to vote all shares allocated to your account. You may also direct the trustee how to vote the following other plan shares:

• Shares allocated to the accounts of other participants and beneficiaries who do not themselves provide direction to the trustee on how to vote those shares (these are “Non-directed Shares”); and

• If you are a participant or beneficiary in the Employee Stock Ownership Plan (“ESOP”), shares in that plan that have not been allocated to participants or beneficiaries (these are “Unallocated Shares”).

If you do not direct the trustee how to vote the shares which are allocated to your account, those shares will be voted by the trustee in accordance with the direction of other participants and beneficiaries.

The trustee will vote shares under a particular plan based upon the direction of participants and beneficiaries in the plan who timely return voting instruction cards like the one that is enclosed. If you are a participant or beneficiary in more than one plan, you will receive one voting instruction card listing the shares for all plans in which you participate.

To direct the trustee how to vote shares allocated to your account under the plans in which you participate, simply mark your choices on the enclosed voting instruction card. In addition, you may, by marking the appropriate square on the back of the card, direct the trustee to vote the Non-directed Shares and/or Unallocated Shares in the same way as you direct the trustee to vote your allocated shares.

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If you elect to direct the trustee how to vote your allocated shares, the Non-directed Shares and/or Unallocated Shares, you must follow the voting instructions summarized on the voting instruction card. In order for the trustee to be able to vote the shares at the Company’s Annual Meeting, the trustee must receive your voting instructions by the deadline indicated on the voting instruction card.

Your decision whether or not to direct the trustee to vote shares in the plans will be treated confidentially by the trustee and will not be disclosed to the Company or any of its employees, officers, or directors.

VOTING RIGHTS OF SHARES

The Company’s Amended Articles of Incorporation provide generally that each common share will entitle the holder to one vote on each matter properly submitted to shareholders, except for certain matters listed in the Amended Articles of Incorporation. On those listed matters, shareholders are entitled to exercise ten-votes-per-share unless there has been a change in beneficial ownership of the common share after November 6, 2008. In the event of a change in beneficial ownership, the new owner of that common share will be entitled to only one vote with respect to that common share on all matters until four years pass without a further change in beneficial ownership of the share. The ten-votes-per-share provisions do not apply to any of the proposals to be voted on at the Company’s Annual Meeting.

FIDUCIARY STATUS

Each plan participant or beneficiary is a “named fiduciary” (as defined in Section 402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended) with respect to a decision to direct the trustee how to vote the shares allocated to his or her account. Individuals considered to be named fiduciaries are required to act prudently, solely in the interest of the participants and beneficiaries of the plans, and for the exclusive purpose of providing benefits to participants and beneficiaries of the plans. A named fiduciary may be subject to liability for his or her actions as a fiduciary. By signing, dating, and returning the enclosed voting instruction card, or by submitting your vote online or by phone, you are accepting your designation under the plans as a named fiduciary. You should, therefore, exercise your voting rights prudently. You should mark, date, sign, and return the voting instruction card, or submit your vote online or by phone, only if you are willing to act as a named fiduciary.

If you direct the trustee how to vote the Non-directed Shares and/or Unallocated Shares, you will be a named fiduciary with respect to that decision also. You are similarly required to act prudently, solely in the interest of the participants and beneficiaries of the plans, and for the exclusive purpose of providing benefits to participants and beneficiaries of the plans in giving direction on the Non-directed Shares and/or Unallocated Shares, if you choose to do so.

All questions and requests for assistance should be directed to the Company’s Shareholder Services department at (330) 684-3838.

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