McCormick 2025 Annual Meeting: Virtual Event on March 26

Ticker: MKC-V · Form: DEF 14A · Filed: Feb 13, 2025 · CIK: 63754

Mccormick & CO INC DEF 14A Filing Summary
FieldDetail
CompanyMccormick & CO INC (MKC-V)
Form TypeDEF 14A
Filed DateFeb 13, 2025
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$922 million, $451.0 million, $1.68
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, proxy-statement, corporate-governance

Related Tickers: MKC

TL;DR

McCormick's 2025 shareholder meeting is virtual on March 26. Vote your shares!

AI Summary

McCormick & Company, Inc. is holding its 2025 Annual Meeting of Stockholders on March 26, 2025, at 10:00 a.m. ET, exclusively in a virtual format. CEO Brendan M. Foley highlights the company's focus on flavor, growth, and stockholder value, emphasizing a commitment to financial results and sustainable practices. The meeting will cover standard corporate business, and stockholders are encouraged to review the 2024 Annual Report.

Why It Matters

This proxy statement outlines the agenda and voting matters for McCormick's annual shareholder meeting, allowing investors to participate in corporate governance decisions.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement for an annual shareholder meeting and does not contain unusual or high-risk information.

Key Players & Entities

FAQ

When and where will the 2025 Annual Meeting of Stockholders be held?

The 2025 Annual Meeting of Stockholders will be held on Wednesday, March 26, 2025, at 10:00 a.m. Eastern Time, in a virtual meeting format only.

Who is the Chairman, President, and CEO of McCormick & Company, Inc.?

Brendan M. Foley is the Chairman, President, and Chief Executive Officer of McCormick & Company, Inc.

What is the primary focus of McCormick & Company, Inc. as stated by its CEO?

The CEO states that McCormick is flavor, with a focus on building stockholder value through proven strategies and growth initiatives, while also committing to top-tier financial results and doing what's right for people, communities, and the planet.

What should stockholders review prior to the annual meeting?

Stockholders are encouraged to review the Company's Annual Report to Stockholders for the 2024 fiscal year.

What is the format of the 2025 Annual Meeting?

The 2025 Annual Meeting will be held in a virtual meeting format only; physical attendance will not be possible.

Filing Stats: 4,672 words · 19 min read · ~16 pages · Grade level 13.4 · Accepted 2025-02-13 13:55:24

Key Financial Figures

Filing Documents

Executive Compensation and Performance Alignment Summary

Executive Compensation and Performance Alignment Summary i Director Highlights ii Selected Definitions iv Proxy Statement 1 General Information 1 Virtual Stockholder Meeting 2 Principal Stockholders 3 Corporate Governance 4 Corporate Governance Guidelines 4 Independence of Directors 4 Business Ethics 5 Purpose-led Performance 6 Cybersecurity and Data Privacy 8 Insider Trading Policies and Procedures 8 Available Information 8 Directors 9 Executive Sessions of the Board of Directors 9 Communications with the Board of Directors 9 Process for Nominating Potential Director Candidates 9 Board Membership and Effectiveness 9 Board Leadership 17 Board Committees 17 Committee Membership and Meetings 19 Director Attendance at Meetings 19 Risk Oversight 20 Stock Ownership and Service on Other Boards 22 Compensation and Human Capital Committee Interlocks and Insider Participation 22 Compensation of Directors 23 Proposal 1 - Election o f Directors 25 Director Nominees 25 Required Vote of Stockholders 25 Director Nominees 26 Executive Officers 27 Named Executive Officers 27 Compensation o f Executive Officers 28 Compensation Discussion a nd Analysis 28 Introduction 28 Executive Summary 28 Our Executive Compensation Philosophy and Practices 29 Overview of Our Executive Compensation Program for Fiscal 202 4 31 How We Determined Executive Compensation for Fiscal 202 4 33 Elements of Executive Compensation 35 Performance-Based Compensation and Risk 42 Compensation and Hu man Capital Commi t tee Report 44

Executive Compensation Tables

Executive Compensation Tables 45 Summary Compensation Table 45 Grants of Plan-Based Awards 47 Outstanding Equity Awards at Fiscal Year-End 48 Option Exercises and Stock Vested in Last Fiscal Year 50 Retirement Benefits 50 Non-Qualified Deferred Compensation 52 Potential Payments Upon Termination or Change in Control 54 CEO Pay Ratio Disclosure 56 Pay Versu s Perfo r mance 57 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information 61 Equity Compensation Plan Information 62 Report o f Audit Committee 63 Fees o f Independent Registered Public Accounting Firm 64 Audit Fees 64 Audit Related Fees 64 Tax Fees 64 All Other Fees 64 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 65 Required Vote of Stockholders 65 Proposal 3 - Advisory Vote on Executive Compensation 66 Required Vote of Stockholders 66 Delinquent Section 16(a) Reports 67 Other Matters 67 Additional Information 67 Voting Procedures 67 Householding of Annual Disclosure Documents 68 Stockholder Proposals for 202 6 Annual Meeting 68 Proxy Summary This summary highlights selected information contained in this proxy statement. It does not contain all the information you should consider and as such we urge you to carefully read the proxy statement in its entirety prior to voting. For additional information, please review the Company's Annual Report to Stockholders for the 2024 fiscal year. Select Business Highlights for 2024 Financial performance In 2024, net sales increased 1%, including minimal impact from currency. Operating income increased 10% and adjusted operating income increased 5%. Earnings per share increased 16% while adjusted earnings per share increased 9%. We generated strong cash flow from operations of $922 million. (1) Increased stockholder return We returned approximately $451.0 million of ca

Executive Compensation and Performance Alignment Summary

Executive Compensation and Performance Alignment Summary Our pay-for performance philosophy requires that a substantial portion of each executive's total compensation should be performance-based and dependent on the achievement of stretch financial performance goals over both the short- and long-term. We pay for performance and the retention of key talent with the guiding principle that our financial performance goals should be drivers of stockholder value over both the short- and long-term. Our executive compensation programs are aligned with our strategy and performance and include an annual performance- based incentive program and a Long-Term Incentive Plan ("LTIP"). Our annual incentive is based on a formula that includes adjusted earnings per share ("EPS") growth, net sales growth, volume sales growth, and adjusted operating income growth, adjusted for working capital charges and currency impact. As part of our LTIP, performance-based awards are made under the Long-Term Performance Plan ("LTPP") in the form of performance stock units ("PSUs"), which account for half of the total LTIP value. Cumulative net sales growth is the primary metric that determines the earned share awards under the LTPP with relative total stockholder return ("TSR") modifying the total payout. Cumulative net sales represents the cumulative growth rate for continuing operations over a three-year period, adjusted for items including foreign currency and the sales impact associated with acquisitions and divestitures. Payouts of awards under the LTPP are paid entirely in shares to provide enhanced stockholder alignment. The design of these programs McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement i Proxy Summary Director Highlights ensures we stay committed to our executive compensation philosophy to link pay with performance. The PSUs that concluded their performance period at the end of fiscal 2024 were earned at 155% of target (or 52% of the maximum opportunity), ref

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