Form 8-K J M SMUCKER Co For: Feb 09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): February 9, 2015
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| The J. M. Smucker Company |
| (Exact Name of Registrant as Specified in Charter) |
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| Ohio | � | 001-05111 | � | 34-0538550 |
| (State or Other Jurisdiction of Incorporation) | � | (Commission File Number) | � | (IRS Employer Identification No.) |
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One Strawberry Lane Orrville, Ohio |
� | 44667-0280 |
| (Address of Principal Executive Offices) | � | (Zip Code) |
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Registrant’s telephone number, including area code: (330) 682-3000
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| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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| � | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| � | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| � | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| � | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(b) On February 9, 2015, The J. M. Smucker Company (the “Company”) issued a press release announcing that, effective April 1, 2015, Vincent C. Byrd, President and Chief Operating Officer, will assume the position of Vice Chairman; Barry C. Dunaway, Senior Vice President and Chief Administrative Officer, will assume the position of President, International and Chief Administrative Officer; and Steven Oakland, President, International, Foodservice, and Natural Foods, will assume the position of President, Coffee and Foodservice.
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(c) As noted above, effective April 1, 2015, Vincent C. Byrd, 60, the Company’s President and Chief Operating Officer, will assume the position of Vice Chairman. Mr. Byrd will continue to serve as a member of the Board of Directors (the “Board”), a position he has held since April 1999. Mr. Byrd has been the Company’s President and Chief Operating Officer since May 2011 and, 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, and a director and member of the audit committee of Dick’s Sporting Goods, Inc., a publicly traded sporting goods retailer.
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There is no arrangement or understanding between Mr. Byrd and any other persons pursuant to which he was elected to his new position with the Company, and there is no family relationship between Mr. Byrd and any directors or executive officers of the Company. Mr. Byrd is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
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On February 9, 2015, the Company also announced that, effective April 1, 2015, Mark T. Smucker, 45, the Company’s President, U.S. Retail Coffee, will assume the position of President of the Company and President, Consumer and Natural Foods. Mr. Smucker will continue to serve as a member of the Board, a position he has held since January 2009. Mr. Smucker has been the Company’s President, U.S. Retail Coffee since May 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.
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There is no arrangement or understanding between Mr. Smucker and any other persons pursuant to which he was elected to his new position with the Company. Mr. Smucker is the son of Timothy P. Smucker and the nephew of Richard K. Smucker, both of whom serve as Directors and executive officers of the Company. Mr. Smucker is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
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| Item 8.01�� | Other Events. |
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A copy of the press release issued by the Company, dated February 9, 2015, announcing these organizational changes is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.�
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| Item 9.01�� | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
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| Exhibit No. | � | Exhibit Description |
| 99.1 | � | Press Release issued by The J. M. Smucker Company, dated February 9, 2015. |
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| � | THE J. M. SMUCKER COMPANY | ||
| � | � | � | � |
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| � | By: | /s/ Jeannette L. Knudsen | |
| � | � | Name: | Jeannette L. Knudsen |
| � | � | Title:�� | Vice President, General Counsel and Corporate Secretary |
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Date: February 9, 2015�
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EXHIBIT INDEX
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| Exhibit No. | � | Exhibit Description |
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| 99.1 | � | Press Release issued by The J. M. Smucker Company, dated February 9, 2015. |
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The J.M. Smucker Company Announces Executive Appointments
ORRVILLE, Ohio, Feb. 9, 2015 /PRNewswire/ -- The J.M. Smucker Company (NYSE: SJM) (the "Company") today announced a series of key executive promotions designed to position the Company for continued growth and success following the recently announced planned acquisition of Big Heart Pet Brands, which is expected to be completed by the end of the Company's fiscal year, April 2015.
Today, the Company announced that its Board of Directors, including Timothy P. Smucker, Chairman of the Board, and Richard K. Smucker, Chief Executive Officer, have approved the following changes, effective April 1, 2015:
- Vincent C. Byrd will assume the role of Vice Chairman. Mr. Byrd currently serves as President and Chief Operating Officer. In this newly created position, Mr. Byrd, along with David West, will lead the integration and synergy efforts of the Big Heart Pet Brands transaction. Mr. Byrd has been with the Company for 38 years.
- Mark T. Smucker will assume the role of President, Consumer and Natural Foods. Mr. Smucker has 17 years of experience with the Company, most recently serving as President, U.S. Retail Coffee.
- Steven Oakland will assume the role of President, Coffee and Foodservice. Mr. Oakland most recently held the position of President, International, Foodservice, and Natural Foods. Mr. Oakland has been with the Company for 32 years.
- Barry C. Dunaway will assume the role of President, International and Chief Administrative Officer. Mr. Dunaway has 28 years of experience with the Company, most recently serving as Senior Vice President and Chief Administrative Officer.
In addition, following the anticipated closing of the Big Heart Pet Brands transaction, David West will assume the role of President, Big Heart Pet Food and Snacks. Mr. West is currently the Chief Executive Officer of Big Heart Pet Brands and has more than 25 years of food industry experience.
These five individuals, along with Mark R. Belgya, Senior Vice President and Chief Financial Officer, will report to Richard Smucker.
In addition to their management roles, Tim Smucker, Richard Smucker, Mark Smucker, and Vince Byrd will continue to serve on the Company's Board of Directors. David West will be nominated to the Board of Directors in conjunction with the closing of the Big Heart Pet Brands transaction.
"The executive promotions announced today, along with the talented teams that support them, continue to provide family leadership and broad management continuity, while also adding new talent to our leadership team," said Richard Smucker, Chief Executive Officer. "This leadership team has a proven track record of growing brands and businesses and continues our history of strong succession to ensure our Company's long-term growth."
About The J.M. Smucker Company
For more than 115 years, The J.M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of fruit spreads, retail packaged coffee, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and natural foods products in North America. Its family of brands includes Smucker's�, Folgers�, Dunkin' Donuts�, Jif�, Crisco�, Pillsbury�, Eagle Brand�, R.W. Knudsen Family�, Hungry Jack�, Millstone�, Cafe Bustelo�, Cafe Pilon�, truRoots�, White Lily�, Martha White�, and Sahale Snacks� in the United States, along with Robin Hood�, Five Roses�, Carnation�, and Bick's� in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth, and Independence established by its founder and namesake more than a century ago. For more information about the Company, visit jmsmucker.com.
The J.M. Smucker Company is the owner of all trademarks referenced herein, except for the following, which are used under license: Pillsbury� is a trademark of The Pillsbury Company, LLC; Carnation� is a trademark of Societe des Produits Nestle S.A.; and Dunkin' Donuts� is a registered trademark of DD IP Holder LLC.
Dunkin' Donuts� brand is licensed to The J.M. Smucker Company for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. This information does not pertain to Dunkin' Donuts� coffee or other products for sale in Dunkin' Donuts� restaurants.
Photo - http://photos.prnewswire.com/prnh/20150209/174337
Photo - http://photos.prnewswire.com/prnh/20150209/174340
Photo - http://photos.prnewswire.com/prnh/20150209/174339
Photo - http://photos.prnewswire.com/prnh/20150209/174338
Photo - http://photos.prnewswire.com/prnh/20150209/174378
Logo - http://photos.prnewswire.com/prnh/20071219/SMUCKERLOGO
CONTACT: The J. M. Smucker Company, (330) 682-3000, Media: Maribeth Burns, Vice President, Corporate Communications
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