Form 8-K - Current report
26 November 2024 - 12:19AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported):
(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.) |
| | |
24 Schilling Road | | |
Hunt Valley | Maryland | 21031 |
| (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).
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | MKC-V | New York Stock Exchange |
Common Stock Non-Voting | MKC | New York Stock Exchange |
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.
On November 19, 2024, Mr. Lawrence E. Kurzius, Executive Chairman of McCormick & Company, Incorporated (the “Company”), notified the Company of his decision to retire as an employee of the Company and and as Chairman of the Company’s Board of Directors (the “Board”), effective December 31, 2024. Mr. Kurzius will remain on the Board as a non-executive director until the Company’s 2025 Annual Meeting of Stockholders, at which he will not stand for re-election.
On November 19, 2024, the Board appointed Mr. Brendan M. Foley, President and Chief Executive Officer of the Company and current member of the Board, to succeed Mr. Kurzius as Chairman of the Board of Directors, effective January 1, 2025.
On November 25, 2024, the Company issued a press release announcing Mr. Kurzius’ retirement and Mr. Foley’s anticipated appointment as Chairman of the Board. A copy of the press release furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Description |
| | |
99.1 | | |
104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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 |
| | |
November 25, 2024 | By: | | /s/ Jeffery D. Schwartz |
| | | Jeffery D. Schwartz |
| | | Vice President, General Counsel & Secretary |
FOR IMMEDIATE RELEASE Brendan Foley to succeed Lawrence Kurzius as Chairman of the Board for McCormick & Company HUNT VALLEY, Md., November 25, 2024 – Lawrence E. Kurzius, Executive Chairman of the Board of McCormick & Company, Incorporated (NYSE: MKC), a global leader in flavor, announced that he will end his eight years of service as Chairman on December 31, 2024. Mr. Kurzius will continue as a Board member for McCormick, where he was employed for 22 years. He will not stand for re-election at the Company’s annual shareholder meeting in March 2025. Mr. Kurzius transitioned the Chief Executive Officer responsibilities to Brendan Foley in September 2023 and continued to serve as Executive Chairman since that time. McCormick’s Board of Directors has appointed Brendan Foley, the Company’s President and Chief Executive Officer, to succeed Mr. Kurzius as Chairman, in addition to his current duties, effective January 1, 2025. “Transitioning the role of Chairman of the Board for McCormick is in keeping with the Board’s succession plan at the executive level and my personal plans for retirement. We have a highly experienced team of executives with deep expertise in the consumer products industry and a passion for our business. I am confident that this talented team will continue to drive our strong performance in the years to come,” said Mr. Kurzius. During his 10-year career with McCormick, Mr. Foley has been a key leader for the Company serving as a member of the Management Committee, the Company's highest executive leadership team since 2015. He has held roles of increasing responsibility, including President U.S. Consumer; President North America; President Global Consumer, Americas, and Asia; President and Chief Operating Officer, and his current role as President and Chief Executive Officer. Prior to joining McCormick, Mr. Foley worked for H.J. Heinz and General Mills, Inc. “Lawrence has been a transformational leader and a great mentor,” said Mr. Foley. “We deeply appreciate his entrepreneurial spirit, innovative thinking, and growth-oriented vision for the Company. Together we executed on our proven strategies, enabling us to strengthen our global flavor leadership, deliver differentiated performance, and drive shareholder value. I look forward to continuing to advance our leadership in flavor and I am confident we have the right team and engaged employees globally to deliver on our long-term objectives.”
About McCormick McCormick & Company, Incorporated is a global leader in flavor. With over $6.5 billion in annual sales across 150 countries and territories, we manufacture, market, and distribute herbs, spices, seasonings, condiments and flavors to the entire food and beverage industry including retailers, food manufacturers and foodservice businesses. Our most popular brands with trademark registrations include McCormick, French’s, Frank’s RedHot, Stubb’s, OLD BAY, Lawry’s, Zatarain’s, Ducros, Vahiné, Cholula, Schwartz, Kamis, DaQiao, Club House, Aeroplane, Gourmet Garden, FONA and Giotti. The breadth and reach of our portfolio uniquely position us to capitalize on the consumer demand for flavor in every sip and bite, through our products and our customers' products. We operate in two segments, Consumer and Flavor Solutions, which complement each other and reinforce our differentiation. The scale, insights, and technology that we leverage from both segments are meaningful in driving sustainable growth. Founded in 1889 and headquartered in Hunt Valley, Maryland USA, McCormick is guided by our principles and committed to our Purpose – To Stand Together for the Future of Flavor. McCormick envisions A World United by Flavor where healthy, sustainable, and delicious go hand in hand. To learn more, visit: www.mccormickcorporation.com or follow McCormick & Company on Instagram and LinkedIn. # # # For information contact: Global Communications: Lori Robinson - lori_robinson@mccormick.com
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