false0000091419 0000091419 2019-11-08 2019-11-08


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2019
 
The J. M. Smucker Company
(Exact Name of Registrant as Specified in Charter)
 
Ohio
 
001-05111
 
34-0538550
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
One Strawberry Lane
 
 
Orrville,
Ohio
 
44667-0280
(Address of Principal
Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (330) 682-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol
 
Name of each exchange on
which registered
Common Shares, no par value
 
SJM
 
New York Stock Exchange
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 





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

(b)    On November 13, 2019, The J. M. Smucker Company (the “Company”) issued a press release announcing that Mark R. Belgya, Vice Chair and Chief Financial Officer, will retire from the Company on September 1, 2020. The Company also announced that, effective May 1, 2020, Mr. Belgya will be succeeded as the Chief Financial Officer by Tucker H. Marshall, Vice President, Finance. Effective November 25, 2019, Mr. Marshall will become an elected officer and assume the position of Senior Vice President and Deputy Chief Financial Officer. Effective May 1, 2020, Mr. Marshall will assume the position of Chief Financial Officer, and Mr. Belgya will continue in the position of Vice Chair until his retirement on September 1, 2020.

In addition, on November 13, 2019, the Company announced that David J. Lemmon, President, Pet Food and Pet Snacks, is no longer an executive officer of the Company, effective immediately. The Company anticipates that it will enter into a separation agreement with Mr. Lemmon upon his departure as an employee of the Company on December 6, 2019.

(c)    As noted above, effective May 1, 2020, Tucker H. Marshall, 43, the Company’s Vice President, Finance, will assume the position of Chief Financial Officer. Mr. Marshall has been the Company’s Vice President, Finance since May 2016 and, prior to that time, he served as Vice President, Financial Planning and Analysis since June 2014 and Director, Corporate Finance since July 2012.

Mr. Marshall’s compensation as Chief Financial Officer has not been determined at this time but will be established by the Executive Compensation Committee of the Company’s Board of Directors prior to May 1, 2020. The Company anticipates that Mr. Marshall’s base salary and short-term cash incentive and long-term equity incentive opportunities as a percentage of base salary will be consistent with those previously provided for the Chief Financial Officer of the Company. Mr. Marshall will also participate in all employee plans and benefits consistent with other senior executives of the Company.

There is no arrangement or understanding between Mr. Marshall 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. Marshall and any directors or executive officers of the Company. Mr. Marshall 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.

Item 8.01     Other Events.
The Company also announced that, effective November 25, 2019, Robert D. Ferguson, Senior Vice President, Supply Chain, will assume the position of Senior Vice President, Pet Food and Pet Snacks (Interim) and Supply Chain; Amy C. Held, Senior Vice President, Corporate Strategy, M&A and International, will assume the position of Chief Strategy and International Officer; Jeannette L. Knudsen, Senior Vice President, General Counsel and Secretary, will assume the position of Chief Legal and Compliance Officer and Secretary; Jill R. Penrose, Senior Vice President, Human Resources and Corporate Communications, will assume the position of Chief People and Administrative Officer; Geoff E. Tanner, Senior Vice President, Growth and Consumer Engagement, will assume the position of Chief Marketing and Commercial Officer; and Lindsey A. Tomaszewski, Vice President, Talent and Organization Excellence, will become an elected officer and assume the position of Senior Vice President, Human Resources.

Copies of the press releases issued by the Company, each dated November 13, 2019, announcing these organizational changes are attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference into this Item 8.01.






Item 9.01     Financial Statements and Exhibits.

(d)
Exhibits
Exhibit
Number
Exhibit
Description
101.INS
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
104
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL






SIGNATURE
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.
 
THE J. M. SMUCKER COMPANY
 
 
By:
/s/ Jeannette L. Knudsen
 
Name: Jeannette L. Knudsen
 
Title:   Senior Vice President, General Counsel
            and Secretary
Date:  November 13, 2019


 
 
 


Exhibit 99.1
EX991CFOTRANSITIONIMAGE1.JPG

The J. M. Smucker Company Announces Chief Financial Officer Succession Plan

Mark Belgya, Vice Chair and CFO, to retire September 1, 2020
Tucker Marshall, Vice President, Finance, to become CFO May 1, 2020

ORRVILLE, Ohio, November 13, 2019 -- The J. M. Smucker Company (NYSE: SJM) today announced that Mark Belgya, Vice Chair and Chief Financial Officer (CFO), has communicated his decision to retire September 1, 2020. Following a comprehensive internal and external search, Tucker Marshall, Vice President, Finance, has been elected to succeed Belgya as CFO, reporting to President and Chief Executive Officer, Mark Smucker.

Effective November 25, 2019, Marshall will become Senior Vice President and Deputy CFO and an elected Officer of the Company. He will succeed Belgya following the completion of the current fiscal year on May 1, 2020. Belgya will continue as Vice Chair until his retirement, ensuring a seamless transition.

“On behalf of the entire Board and leadership team, I want to thank Mark for his 35-year commitment to our Company, including serving as our CFO for the past 15 years,” said Smucker. “His guidance and leadership have been instrumental to the Company’s transformational sales growth from $2 billion to nearly $8 billion, and he has been at the center of the acquisitions and divestitures that have diversified and strengthened our portfolio of brands. His expertise and integrity is the benchmark for packaged food industry CFOs. It has been my great pleasure to partner with Mark, and we are beyond grateful for his leadership and innumerable contributions.”

Smucker continued, “Succession planning is a critical element of how we operate our business and develop our people. Over the last seven years, Tucker has become an integral part of the Smucker organization and brings significant financial management experience and a deep understanding of the Company to the role. He has the respect and confidence of his colleagues and the Board, and I am certain he will be an excellent CFO.”

Belgya joined the Company in Internal Audit in 1985 and subsequently held numerous financial leadership positions, including Corporate Controller and Treasurer. In 2005, he was promoted to CFO and then again to Vice Chair in 2016. Under Belgya’s leadership, the Company has developed a disciplined financial strategy and built a world-class Finance team. He is also a member of the Board of Directors of Fossil Group, Inc. and Hamilton Beach Brands Holding Company.

“I love Smucker and the people I’ve had the privilege to work with,” said Belgya. “As I look back on my career, I am extremely proud of the work we have done to transform the Company and position the business to deliver long-term value to shareholders. I’ve worked closely with Tucker over the last several years and know the Company will benefit from his leadership.”




Marshall joined the Company in 2012 following a career in investment banking and private equity where he gained diverse financial and capital markets experience. During his tenure at Smucker, he has established a leadership role in the finance organization, with responsibility for corporate accounting and financial reporting, accounting shared services and technology solutions, internal audit and compliance, financial planning and analysis, and investor relations. In these roles, he has worked closely with executive leadership on long-term strategic planning, including multiple M&A transactions.

Marshall graduated from Gettysburg College with a bachelor’s degree in economics, finance and accounting. In addition, he studied at the London School of Economics and received his master’s degree from Northwestern University’s Kellogg School of Management.


About The J. M. Smucker Company
Inspired by more than 120 years of business success and five generations of family leadership, The J. M. Smucker Company makes food that people and pets love. The Company’s portfolio of 40+ brands, which are found in 90 percent of U.S. homes and countless restaurants, include iconic products consumers have always loved such as Folgers®, Jif® and Milk-Bone® plus new favorites like Café Bustelo®, Smucker’s® Uncrustables® and Rachael Ray Nutrish®. Over the past two decades, the Company has grown rapidly by thoughtfully acquiring leading and emerging brands, while ensuring the business has a positive impact on its 7,000+ employees, the communities it is a part of and the planet. For more information about The J. M. Smucker Company, visit jmsmucker.com.

The J. M. Smucker Company is the owner of all trademarks referenced herein except for Rachael Ray®, a registered trademark of Ray Marks Co. LLC, which is used under license.

Contact:
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron Broholm, Vice President, Investor Relations
Media: Ray Hancart, Director, Communications and Media Relations


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Exhibit 99.2
EX992LEADERSHIPTEAMCH_IMAGE1.JPG

The J. M. Smucker Company Announces Evolution of
Executive Leadership Structure and Team

ORRVILLE, Ohio, November 13, 2019 -- The J. M. Smucker Company (NYSE: SJM) today announced an evolution of its executive leadership structure and team reporting to President and Chief Executive Officer, Mark Smucker.

The new executive leadership structure, effective November 25, 2019, is designed to sharpen the Company’s focus on strategic initiatives, enhance accountability for business delivery, streamline decision making and enable greater agility to ensure delivery of strategic and financial priorities.

“This planned evolution of our leadership structure is an important step to ensure we are positioned to meet and exceed the needs of today and tomorrow’s retailers and consumers,” said Smucker. “The Board of Directors and I are confident the changes we are making will strengthen our Company and ensure each of our 7,591 talented employees are empowered and focused on delivering our strategy, which creates value for our shareholders and all constituents.”

The Company also announced separately today that Vice Chair and Chief Financial Officer (CFO), Mark Belgya, will retire September 1, 2020, and Tucker Marshall, Vice President, Finance, will succeed Belgya as CFO following the completion of the current fiscal year on May 1, 2020.

New Executive Leadership Structure and Roles

Chief Operating Officer
The Company has announced the establishment of a Chief Operating Officer role and commenced a search process, inclusive of external candidates. This position will provide strategic and operational oversight of the Company’s U.S. Pet Food and Pet Snacks, Coffee, Consumer Foods and North American Away From Home businesses, as well as its Operations and Supply Chain functions.

Chief Marketing and Commercial Officer
Geoff Tanner, Senior Vice President, Growth and Consumer Engagement, has been elected Chief Marketing and Commercial Officer. In this role, Tanner will continue to lead the Company’s Marketing, Innovation, Insights and eCommerce functions, while expanding his responsibilities to include the U.S. Retail Sales and Market Development functions.

“Geoff is a highly talented, creative and transformative leader,” said Smucker. “The creation of the Chief Marketing and Commercial Officer role, and Geoff’s leadership, will bring a more strategic, integrated and effective approach to how we go to market and grow our brands.”








Chief People and Administrative Officer
Jill Penrose, Senior Vice President, Human Resources and Corporate Communications, has been elected Chief People and Administrative Officer. In this role, Penrose will continue to lead the evolution and further integration of the Company’s administrative functions, including Human Resources, Corporate Communications, Government Relations, Corporate Sustainability, Charitable Giving and Corporate Services, while expanding her responsibilities to include Information Services.

Chief Strategy and International Officer
Amy Held, Senior Vice President, Corporate Strategy, M&A and International, has been elected Chief Strategy and International Officer. In this role, Held will continue to lead the Company’s Corporate Strategy, M&A and International functions.

Chief Legal and Compliance Officer and Secretary
Jeannette Knudsen, Senior Vice President, General Counsel and Secretary, has been elected Chief Legal and Compliance Officer and Secretary. In this role, Knudsen will continue to lead the Company’s Legal, Regulatory, Compliance and Risk Management functions.

Chief Financial Officer
Tucker Marshall, Vice President, Finance, has been promoted to Senior Vice President and Deputy CFO and elected an Officer of the Company, effective November 25, 2019. He will succeed Belgya as CFO May 1, 2020, following the completion of the current fiscal year.

As part of these executive leadership changes, Dave Lemmon, President, Pet Food and Pet Snacks, and Kevin Jackson, Senior Vice President, U.S. Retail Sales and Away From Home, are no longer in leadership roles, effective today, and will officially be exiting the Company in early December. The Company has initiated a search process for both roles, inclusive of external candidates. The Pet Food and Pet Snacks business will be led on an interim basis by Rob Ferguson, Senior Vice President, Pet Food and Pet Snacks (Interim) and Supply Chain. Ferguson has more than 14 years of management experience in the pet category and a proven track record of delivering results. Ferguson will receive counsel from Jeff Watters, former President and CEO of Ainsworth Pet Nutrition, who will bring more than 12 years of experience in the pet food category to his new role as a strategic advisor.

Newly Elected Company Officer
Lindsey Tomaszewski, Vice President, Talent and Organization Excellence, has been promoted to Senior Vice President, Human Resources, and an elected Officer of the Company, effective November 25, 2019. Tomaszewski joined the Company in 2013 and has assumed human resource leadership positions of increasing responsibility, including overseeing Organization Business Partners, Talent Acquisition, Organization Development and HR Communications. Prior to joining Smucker, she held senior human resource positions at PNC Financial Services and National City Corporation. She will continue reporting to Penrose.

About The J. M. Smucker Company
Inspired by more than 120 years of business success and five generations of family leadership, The J. M. Smucker Company makes food that people and pets love. The Company’s portfolio of 40+ brands, which are found in 90 percent of U.S. homes and countless restaurants, include iconic products consumers have always loved such as Folgers®, Jif® and Milk-Bone® plus new favorites like Café Bustelo®, Smucker’s® Uncrustables® and Rachael Ray Nutrish®. Over the past two decades, the Company has grown rapidly by thoughtfully acquiring leading and emerging brands, while ensuring the business has a positive impact on its 7,000+ employees, the communities it is a part of and the planet. For more information about The J. M. Smucker Company, visit jmsmucker.com.





The J. M. Smucker Company is the owner of all trademarks referenced herein except for Rachael Ray®, a registered trademark of Ray Marks Co. LLC, which is used under license.


Contact:
The J. M. Smucker Company: (330) 682-3000
Investors: Aaron Broholm, Vice President, Investor Relations
Media: Ray Hancart, Director, Communications and Media Relations


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