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J M SMUCKER Co Proxy Solicitation & Information Statement 2017

Jun 30, 2017

30534_rns_2017-06-30_432b9ed9-8cf7-4f45-bd76-df42ea864357.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d388874ddefa14a.htm DEFA14A DEFA14A

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. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
THE J. M. SMUCKER COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on August 16, 2017.

THE J. M. SMUCKER COMPANY

Meeting Type: Annual
For holders as of: June 19, 2017
Date: August 16,
2017 Time: 11:00 AM EDT
Location: The Ritz-Carlton
1515 West Third Street
Cleveland, OH 44113
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of
the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before
voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

| | Proxy Materials Available to
VIEW or RECEIVE: |
| --- | --- |
| | NOTICE OF 2017 ANNUAL MEETING AND PROXY
STATEMENT 2017 ANNUAL REPORT |
| | How to View Online: |
| | Have the information that is printed in the box marked by the arrow (located on the |
| | following page) and visit: www.proxyvote.com. |
| | How to Request and Receive a PAPER or E-MAIL
Copy: |
| | If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for |
| | requesting a copy. Please choose one of the following methods to make your request: |
| | 1) BY
INTERNET : www.proxyvote.com |
| | 2) BY TELEPHONE : 1-800-579-1639 |
| | 3) BY
E-MAIL* : [email protected] |
| | * If requesting materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked by the arrow (located on the following page) in the subject line. |
| | Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before August 2, 2017 to facilitate timely delivery. |
| ● | — How To Vote — Please Choose One of the Following Voting Methods |
| | Vote In
Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for
meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
| | Vote By Internet: To vote now by Internet, go
to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| | Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |

Voting Items

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

  1. Election of Directors whose term of office will expire in 2018.

Nominees:

1a. Kathryn W. Dindo

1b. Paul J. Dolan

1c. Jay L. Henderson

1d. Nancy Lopez Knight

1e. Elizabeth Valk Long

1f. Gary A. Oatey

1g. Kirk L. Perry

1h. Sandra Pianalto

1i. Alex Shumate

1j. Mark T. Smucker

1k. Richard K. Smucker

1l. Timothy P. Smucker

1m. Dawn C. Willoughby

  1. Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2018 fiscal year.

  2. Advisory approval of the Company’s executive compensation.

The Board of Directors recommends you vote “1 YEAR” on the following proposal:

  1. Advisory approval on the frequency of holding future advisory votes on executive compensation.

The Board of Directors recommends you vote “AGAINST” the following proposal:

  1. Shareholder proposal requesting the Company issue a report on renewable energy.

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.