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 28, 2012
McCormick & Company, Incorporated
(Exact name of registrant as specified in its charter)
| Maryland | 001-14920 | 52-0408290 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 28, 2012, the Registrant held its Annual Meeting of Stockholders, at which two proposals were submitted to, and approved by, the Registrant’s stockholders. The proposals are described in detail in the Registrant’s proxy statement for the 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 16, 2012. 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 |
|||||||||||||
| John P. Bilbrey |
9,469,700 | 61,328 | 16,232 | 1,239,636 | ||||||||||||
| James T. Brady |
9,455,252 | 74,235 | 17,773 | 1,239,636 | ||||||||||||
| J. Michael Fitzpatrick |
9,476,476 | 54,869 | 15,915 | 1,239,636 | ||||||||||||
| Freeman A. Hrabowski, III |
9,430,996 | 89,563 | 26,701 | 1,239,636 | ||||||||||||
| Patricia Little |
9,474,965 | 57,882 | 14,413 | 1,239,636 | ||||||||||||
| Michael D. Mangan |
9,472,596 | 57,986 | 16,678 | 1,239,636 | ||||||||||||
| Margaret M.V. Preston |
9,475,403 | 56,615 | 15,242 | 1,239,636 | ||||||||||||
| George A. Roche |
9,460,787 | 69,007 | 17,466 | 1,239,636 | ||||||||||||
| Gordon M. Stetz, Jr. |
9,471,126 | 65,164 | 10,970 | 1,239,636 | ||||||||||||
| William E. Stevens |
9,463,834 | 68,334 | 15,092 | 1,239,636 | ||||||||||||
| Alan D. Wilson |
9,469,769 | 66,457 | 11,034 | 1,239,636 | ||||||||||||
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, 2012. The votes regarding this proposal were as follows:
| For |
Against | Abstained | Broker Non-Votes |
|||||||||
| 10,705,598 | 77,728 | 3,570 | 0 | |||||||||
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 2, 2012 | By: | /s/ W. Geoffrey Carpenter | ||||
| W. Geoffrey Carpenter | ||||||
| Vice President, General Counsel & Secretary | ||||||