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Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a)(1)Financial Statements:
See the Index to Financial Statements on page 36 of this Annual Report on Form 10-K.
(a)(2)Financial Statement Schedules:
Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.
(a)(3)Exhibits:
The following exhibits are either attached or incorporated herein by reference to another filing with the U.S. Securities and Exchange Commission.
Exhibit NumberExhibit Description
2.1Stock Purchase Agreement and Plan of Merger, dated as of April 4, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J. M. Smucker Company
2.2First Amendment to Stock Purchase Agreement and Plan of Merger and Side Letter, dated as of May 14, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J. M. Smucker Company
3.1Amended Articles of Incorporation of The J. M. Smucker Company
3.2Amended Regulations of the J. M. Smucker Company (as Amended January 17, 2020)
4.1Description of Capital Stock
4.2Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association
4.3First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association
4.4Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
4.5First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee
4.6Second Supplemental Indenture, dated as of December 7, 2017, between the Company and U.S. Bank National Association, as trustee
4.7Third Supplemental Indenture, dated as of March 9, 2020, between the Company and U.S. Bank National Association.
4.8Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein
10.1Nonemployee Director Stock Plan dated January 1, 1997*
10.2The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
10.3The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*
10.4The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
10.5The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.6Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.7Form of Restricted Stock Agreement*
10.8Form of Deferred Stock Units Agreement*
10.9Form of Special One-Time Grant of Restricted Stock Agreement*
10.10Form of Restricted Stock Agreement*
10.11Form of Special One-Time Grant of Restricted Stock Agreement*
Exhibit NumberExhibit Description
10.12Form of Special One-Time Grant of Deferred Stock Units Agreement*
10.13Form of Restricted Stock Agreement*
10.14Form of Deferred Stock Units Agreement*
10.15Form of Performance Units Agreement*
10.16Form of Restricted Stock Agreement*
10.17Form of Deferred Stock Units Agreement*
10.18Form of Deferred Stock Units Agreement*
10.19Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10.20Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*
10.21Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.22Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*
10.23Form of Performance Units Agreement*
10.24Form of Nonstatutory Stock Option Agreement*
10.25Form of Nonstatutory Stock Option Agreement*
10.26Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
10.27Employment Offer, dated February 28, 2020, between the Company and John P. Brase*
10.28Separation Agreement, effective as of January 4, 2020, between the Company and Kevin G. Jackson*
10.29Separation Agreement, effective as of January 10, 2020, between the Company and David J. Lemmon*
10.30The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
10.31The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
10.32The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*
10.33Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
10.34Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*
10.35The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*
10.36Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
10.37Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
10.38Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*
10.39The J. M. Smucker Company Executive Severance Plan*
10.40Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
10.41Form of Indemnity Agreement between the Company and the Officer party thereto*
10.42The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
10.43Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
10.44Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
10.45Revolving Credit Agreement, dated as of September 1, 2017, by and among the Company, Smucker Foods of Canada Corp., a federally incorporated Canadian corporation, Bank of America, N.A., as administrative agent, and the several financial institutions from time to time party thereto
Exhibit NumberExhibit Description
10.46Amendment No. 1 to Credit Agreement dated as of April 27, 2018, to the Revolving Credit Agreement, dated as of September 1, 2017, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent
10.47Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
10.48Term Loan Credit Agreement, dated as of April 27, 2018, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent
10.49Amendment No. 1 to Credit Agreement dated as of November 14, 2019, to the Term Loan Credit Agreement, dated as of April 27, 2018, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent
21Subsidiaries of the Registrant
23Consent of Independent Registered Public Accounting Firm
24Powers of Attorney
31.1Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2Certifications of Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
104The cover page of this Annual Report on Form 10-K for the year ended April 30, 2020, formatted in Inline XBRL
  • Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 19, 2020The J. M. Smucker Company
/s/ Tucker H. Marshall
By:Tucker H. Marshall
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

*
Mark T. SmuckerPresident and Chief Executive Officer and Director (Principal Executive Officer)June 19, 2020
/s/ Tucker H. Marshall
Tucker H. MarshallChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 19, 2020
*
Timothy P. SmuckerChairman EmeritusJune 19, 2020
*
Richard K. SmuckerExecutive ChairmanJune 19, 2020
*
Kathryn W. DindoDirectorJune 19, 2020
*
Paul J. DolanDirectorJune 19, 2020
*
Jay L. HendersonDirectorJune 19, 2020
*
Gary A. OateyDirectorJune 19, 2020
*
Kirk L. PerryDirectorJune 19, 2020
*
Sandra PianaltoDirectorJune 19, 2020
*
Nancy Lopez RussellDirectorJune 19, 2020
*
Alex ShumateDirectorJune 19, 2020
*
Dawn C. WilloughbyDirectorJune 19, 2020
*The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
Date: June 19, 2020/s/ Jeannette L. Knudsen
By:Jeannette L. Knudsen Attorney-in-Fact

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