Item 15. Exhibits and Financial Statement Schedules.

28K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules.

(a)(1)Financial Statements:
See the Index to Financial Statements on page 37 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 SEC.
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*
10.3Amendment No. 1 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*
10.4The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*
10.5Amendment No. 1 to The J. M. Smucker Company Voluntary Deferred Compensation Plan, dated as of June 17, 2020*
10.6The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
10.7The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.8Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.9The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan*
10.10Form of Restricted Stock Agreement*
10.11Form of Deferred Stock Units Agreement*
10.12Form of Special One-Time Grant of Restricted Stock Agreement*
Exhibit NumberExhibit Description
10.13Form of Restricted Stock Agreement*
10.14Form of Special One-Time Grant of Restricted Stock Agreement*
10.15Form of Special One-Time Grant of Deferred Stock Units Agreement*
10.16Form of Restricted Stock Agreement*
10.17Form of Deferred Stock Units Agreement*
10.18Form of Performance Units Agreement*
10.19Form of Restricted Stock Agreement*
10.20Form of Deferred Stock Units Agreement*
10.21Form of Deferred Stock Units Agreement*
10.22Form of Restricted Stock Agreement*
10.23Form of Deferred Stock Units Agreement*
10.24Form of Performance Units Agreement*
10.25Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*
10.26Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*
10.27Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*
10.28Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*
10.29Form of Performance Units Agreement*
10.30Form of Nonstatutory Stock Option Agreement*
10.31Form of Nonstatutory Stock Option Agreement*
10.32Form of Nonstatutory Stock Option Agreement*
10.33Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
10.34Employment Offer, dated February 28, 2020, between the Company and John P. Brase*
10.35Separation Agreement, effective as of January 4, 2020, between the Company and Kevin G. Jackson*
10.36Separation Agreement, effective as of January 10, 2020, between the Company and David J. Lemmon*
10.37The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
10.38The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
10.39The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*
10.40The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*
10.41Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
10.42Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*
10.43Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*
10.44The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*
10.45Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
10.46Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
10.47Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*
10.48Amendment No. 4 to The J. M. Smucker Company Restoration Plan, dated as of June 17, 2020*
10.49The J.M. Smucker Company Executive Severance Plan.
10.50Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
10.51Form of Indemnity Agreement between the Company and the Officer party thereto*
Exhibit NumberExhibit Description
10.52The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*
10.53Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
10.54Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
10.55Revolving 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
10.56Amendment 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
10.57Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
10.58Term 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
10.59Amendment 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, 2021, 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 17, 2021The 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 17, 2021
/s/ Tucker H. Marshall
Tucker H. MarshallChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 17, 2021
*
Timothy P. SmuckerChairman EmeritusJune 17, 2021
*
Richard K. SmuckerExecutive ChairmanJune 17, 2021
*
Susan E. Chapman-HughesDirectorJune 17, 2021
*
Paul J. DolanDirectorJune 17, 2021
*
Jay L. HendersonDirectorJune 17, 2021
*
Kirk L. PerryDirectorJune 17, 2021
*
Sandra PianaltoDirectorJune 17, 2021
*
Nancy Lopez RussellDirectorJune 17, 2021
*
Alex ShumateDirectorJune 17, 2021
*
Jodi L. TaylorDirectorJune 17, 2021
*
Dawn C. WilloughbyDirectorJune 17, 2021
*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 17, 2021/s/ Jeannette L. Knudsen
By:Jeannette L. Knudsen Attorney-in-Fact

Previous: Item 14. Principal Accountant Fees and Services.