Document

SECURITIES & 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):

March 29, 2017
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)


Maryland
001-14920
52-0408290
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
18 Loveton Circle
 
 
Sparks, Maryland
 
21152
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (410) 771-7301

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. below):

[ ] 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).



Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On March 29, 2017, the Registrant held its Annual Meeting of Stockholders, at which (i) directors were elected. (ii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2017 was approved, (iii) the compensation paid to the Registrant’s Named Executive Officers was approved in an advisory vote, and (iv) an advisory vote was taken on the frequency of future advisory stockholder votes on executive compensation. The proposals are described in detail in the Registrant’s proxy statement for the 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 16, 2017. The final results for the votes regarding each proposal are set forth below.

1. Registrant’s stockholders elected eleven directors to the Registrant’s Board of Directors, to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:

 
For
Against 
Abstained
Broker Non-Votes
Michael A. Conway
8,546,734
62,895
42,776
1,388,088
J. Michael Fitzpatrick
8,496,101
105,476
50,828
1,388,088
Freeman A. Hrabowski, III
8,498,544
108,700
45,161
1,388,088
Lawrence E. Kurzius
8,499,113
84,683
68,609
1,388,088
Patricia Little
8,528,534
75,084
48,787
1,388,088
Michael D. Mangan
8,490,312
76,536
85,557
1,388,088
Maritza G. Montiel
8,515,004
80,925
56,476
1,388,088
Margaret M.V. Preston
8,520,765
78,295
53,345
1,388,088
Gary Rodkin
8,408,672
191,632
52,101
1,388,088
Jaques Tapiero
8,507,069
89,936
55,400
1,388,088
Alan D. Wilson
8,511,423
84,203
56,779
1,388,088

2. Registrant’s stockholders ratified the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2017. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
9,878,987
94,816
66,690
0

3. Registrant’s stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers. The votes regarding this proposal were as follows:

For
Against
Abstain
Broker Non-Votes
7,340,000
206,474
1,105,931
1,388,088



4. Registrant’s stockholders voted, on an advisory (non-binding) basis, on the frequency of stockholder votes on executive compensation. The votes regarding this proposal were as follows:

Votes for Three Years
Votes for Two Years
Votes for One Year
Abstain
Broker Non-Votes
479,177
591,152
7,477,017
105,059
1,388,088

In accordance with the voting results for Proposal 4, in which the choice receiving the highest number of votes was “One Year,” the Registrant’s Board of Directors has determined that future stockholder advisory (non-binding) votes on executive compensation will be held every year. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at the Registrant’s 2018 Annual Meeting of Stockholders.


 
SIGNATURES

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.


    
 
 
 
 
 
     McCORMICK & COMPANY, INCORPORATED
 
 
 
Date: April 3, 2017
By:
 
/s/    Jeffery D. Schwartz        
 
 
 
Jeffery D. Schwartz
 
 
 
Vice President, General Counsel & Secretary