UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.     )

Filed by the Registrant  ☑                            

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Preliminary Copy - Subject to Completion

THEIn accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that The J. M. SMUCKER COMPANY

2019Smucker Company intends to release definitive copies of this Proxy Statement andto shareholders beginning on or about July 7, 2022.

Notice of Annual Meeting of Shareholders

THE J. M. SMUCKER COMPANY

June 28, 2019July 7, 2022

Dear Shareholder:Fellow Shareholders,

As a shareholder in our Company, you are aan important partner in our continued success. We are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, August 14, 2019.17, 2022. The meeting will beginbe held virtually at 11:12:00 a.m.p.m. Eastern Time, atTime.

Our fiscal year 2022 performance was delivered amid continued challenges and disruption. The Ritz-Carlton, 1515 West Third Street, Cleveland, Ohio 44113.strong results we achieved this year were thanks to the hard work of our dedicated employees, the strength of our strategy, and the continued momentum of our brands. The successful balance in operating efficiently while investing in the growth of our brands allowed us to realize financial results meeting or exceeding expectations. Of note:

Along with the strong financial results we delivered, we also continued to make important progress on our executional priorities to drive commercial excellence, streamline our cost infrastructure, reshape our portfolio, and unleash our organization to win. Some highlights from fiscal year 2022:

Fiscal Year 2023

As we enter fiscal year 2023, we do so having made progress against our objectives in a dynamic environment. We are concluding a periodalso well positioned thanks to the continued momentum of necessaryour brands and exciting transformation that has positioned usthe progress we have made on our proven strategy. As always, our strongest and most important asset is our employees.

To focus our employees around clear objectives to deliver sustained growth. We achieved many important milestones toward this objective in the past year, including transforming our brand portfolio to better align with consumer preferences, launching a new innovation model, enhancing our efforts to deliver world-class marketing, making crucial investments to further our technology capabilities, and continuing to deliver against our established environmental sustainability goals. Following this tremendous evolution, we truly feel the best is yet to come.

Included with this letter is our Notice of the 2019 Annual Meeting of Shareholders and our proxy statement, which is first being mailed to our shareholders on or about June 28, 2019. Please review this material for information about the nominees named in the proxy statement for election as Directors and the Company’s appointed Independent Registered Public Accounting Firm. In addition, details regarding executive officer and Director compensation, corporate governance matters, and the business to be conducted at the annual meeting are also described.

Whether or not you plan to attend the annual meeting, please cast your vote, at your earliest convenience, as instructed in the Notice of Internet Availability of Proxy Materials or in the proxy card. Your vote is very important.Your vote before the annual meeting will ensure representation of your common shares at the annual meeting even if you are unable to attend.

We are eager to demonstrate we can build on the momentum we have created in fiscal year 20192023, I’ve outlined the following priorities:

I am confident in the strength of our strategy and vision and energized by the opportunity we have to continue delivering value on your investment and look forward to sharing more information about the Company’s performance and our plans at the annual meeting.achieve long-term, sustainable success.

Sincerely,

Timothy P. Smucker

Richard K. Smucker

Mark T. Smucker | President and  Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2022

July 7, 2022

Dear Fellow Shareholders,

Our fiscal year 2022 was a successful one thanks to the strong financial performance we delivered as well as our ability to maintain our commitment to responsible ESG practices.

Delivering on Our Purpose and Commitment to Thrive Together

We are inspired by our Purpose, Feeding Connections That Help Us Thrive – Life Tastes Better Together, and guided by our Thriving Together agenda, which allows us to sharpen our focus on the issues impacting the quality of life for people and pets, specifically around the need for Quality Food, Education, Equitable and Ethical Treatment, Community Resources, and a Healthier Planet.

Through this focused approach, we are able to maximize our resources to make the most meaningful impact in the areas we are best equipped to support. Highlights from this past year:

In addition to delivering results, we understand the importance of ensuring transparency to keep all stakeholders apprised of our progress against stated commitments. In support of this, we shared the latest Environmental, Social, and Governance Disclosure Report as part of our Corporate Impact Report and the Task Force on Climate Related Financial Disclosure Report.

Our Continued Journey to Realize Inclusion, Diversity, and Equity

Our Board remains passionately committed to supporting our Company’s journey on inclusion, diversity, and equity. In fiscal year 2022, we made progress while positioning the organization for further growth. Some notable highlights include:

Recent Board Activity

During fiscal year 2022, we announced the election of Jonathan E. Johnson III to our Board. Jonathan currently serves as the CEO for online retailer Overstock.com. He brings his extensive retail and ecommerce experience to the Board and has offered his counsel in support of our strategy, as well as the continued advancement of our digital capabilities, financial technology, and innovation.

Additionally, we have announced that Tim Smucker will be retiring from our Board and transitioning to a new non-director Chairman Emeritus role, as of August 17, 2022. In this role, Tim will continue to be invited to attend board meetings but will not participate in voting. We want to express our sincere appreciation for Tim’s dedicated service and leadership on the Board and as Co-Chief Executive Officer. His innumerable contributions have played a critical role in the Company we have become and provided a tremendous foundation for continued growth.

As a Board, we remain committed to keeping our shareholders informed. We understand that an ongoing and open line of communication on all matters is critical to your investment in the Company, including our operational and financial strategy, risk management, corporate responsibility, compliance, and ESG programs, and we are dedicated to ensuring you have knowledge of these efforts.

Thank you for your continued investment and support of our Company.

Sincerely,

		Richard K. Smucker | Executive Chairman

NOTICE OF

2022 ANNUAL MEETING OF SHAREHOLDERS

THE J. M. SMUCKER COMPANY

TABLE  OFCONTENTS

PROXYSUMMARY

Voting Recommendations of the Board

 

Proposal		Proposal Summary		FOR		AGAINST		Page
1		Election of the Board nominees named in this proxy statement with terms expiring at the 2020 annual meeting of shareholders						14
2		Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2020 fiscal year						31
3		Advisory approval of the Company’s executive compensation						32

Performance Highlights

Proposal

Proposal Summary

Voting Recommendation

Page

REVENUE

Election of the Board nominees named in this proxy statement with terms expiring at the 2023 annual meeting of shareholders

ADJUSTED EARNINGS PER SHARE*

20

FREE CASH FLOW*

SHAREHOLDER RETURN

Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 fiscal year

$8.29 IN FY19

$383M IN FY19

Primarily Dividends 40

+7% 5 YEAR CAGR

Advisory approval of the Company’s executive compensation

41

+6% 5 YEAR CAGR

Approval of Amended Articles of Incorporation to eliminate the time phased voting provisions

GENERATED $781M IN FCF DURING FY19

RETURNED $2.6B OVER THE PAST 5 YEARS 81

Fiscal Year 2022 Performance Highlights

 

*

For a reconciliation of adjusted earnings per share and free cash flow, seeAppendix A. For a description of how we calculate adjusted earnings per share and free cash flow, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20192022 Annual Report on Form 10-K, which can be found on our website atwww.jmsmucker.com/investor-relationsinvestors.jmsmucker.com. Our fiscal year 2022 performance was one of the key factors in the compensation decisions for the fiscal year, as more specifically discussed in the Compensation Discussion and Analysis section of this proxy statement.

The J. M. Smucker Company         2019				2022 Proxy Statement			1

PROXYSUMMARY

Director Nominees

The following table provides summary information about each of our Director nominees.

 

Board Committees

Name

Age

Director Since

Professional Background

AC

ECC

NGCR

Other Public Company Boards

Kathryn W. Dindo*

70

1996

Retired Vice President and Chief Risk Officer, FirstEnergy Corp.

F

ALLETE, Inc.

Paul J. Dolan*

60

2006

Chairman and CEO, Cleveland Indians

MSG Networks Inc.

Jay L. Henderson*

63

2016

Retired Vice Chairman, Client Service, PricewaterhouseCoopers LLP

F

Illinois Tools Works Inc. Northern Trust Corp.

Gary A. Oatey*

70

2003

Executive Chairman, Oatey Co.

Kirk L. Perry*

52

2017

President, Brand Solutions, Google Inc.

e.l.f. Beauty, Inc.

Sandra Pianalto*

64

2014

Retired President and CEO, Federal Reserve Bank of Cleveland

F

Eaton Corporation plc Prudential Financial Inc. FirstEnergy Corp.

Nancy Lopez Russell*

62

2006

Founder, Nancy Lopez Golf Company

Alex Shumate*

69

2009

Managing Partner, North America, Squire Patton Boggs (US) LLP

CyrusOne Inc.

Mark T. Smucker

49

2009

President and CEO, The J. M. Smucker Company

Richard K. Smucker

71

1975

Executive Chairman, The J. M. Smucker Company

Timothy P. Smucker

75

1973

Chairman Emeritus, The J. M. Smucker Company

Dawn C. Willoughby*

50

2017

Former Executive Vice President and Chief Operating Officer, The Clorox Company

				Director Since		Professional Background		Board Committees						Other Public Company Boards
Name		Age						AC*		ECC†		NGCR‡
Susan E. Chapman-Hughes		53		2020		Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services American Express Company		—				—		•  Toast, Inc.
Paul J. Dolan		63		2006		Chairman and Chief Executive Officer Cleveland Guardians		—				—		•  Madison Square Garden Sports Corporation •  Madison Square Garden Entertainment Corporation
Jay L. Henderson		66		2016		Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP				—		—		•  Illinois Tool Works Inc. •  Northern Trust Corporation
Jonathan E. Johnson III		56		2022		Chief Executive Officer Overstock.com, Inc.		—		—				•  Overstock.com, Inc.
Kirk L. Perry		55		2017		President and Chief Executive Officer Information Resources, Inc. (“IRI”)		—				—		•  e.l.f. Beauty, Inc.
Sandra Pianalto		67		2014		Retired President and Chief Executive Officer Federal Reserve Bank of Cleveland				—		—		•  Eaton Corporation plc •  Prudential Financial Inc.
Alex Shumate		72		2009		Senior Partner and Ohio Strategic Relationship Partner Squire Patton Boggs (US) LLP		—		—
Mark T. Smucker		52		2009		President and Chief Executive Officer The J. M. Smucker Company		—		—		—		•  Kimberly-Clark Corporation
Richard K. Smucker		74		1975		Executive Chairman The J. M. Smucker Company		—		—		—		—
Jodi L. Taylor		59		2020		Retired Chief Financial and Administrative Officer The Container Store Group, Inc.				—				•  Mister Car Wash, Inc.
Dawn C. Willoughby		53		2017		Former Executive Vice President and Chief Operating Officer The Clorox Company		—		—				•  TE Connectivity Ltd.

* Independent Director               ChairF Financial Expert             Member

AC = Audit Committee;ECC =Committee         ^† Executive Compensation Committee;NGCR =Committee         ^‡ Nominating, Governance, and Corporate Responsibility Committee

Chair    Financial Expert    Independent Director    Lead Independent Director    Member

*

If all of the Director nominees are re-elected to the Board, the Board intends to appoint Susan E. Chapman-Hughes as the Chair of the Executive Compensation Committee (the “Compensation Committee”), Jodi L. Taylor as the Chair of the Audit Committee, and Dawn C. Willoughby as the Chair of the Nominating, Governance, and Corporate Responsibility Committee (the “Nominating Committee”). In addition, Jonathan E. Johnson III will be removed from the Nominating Committee and appointed to the Compensation Committee; Kirk L. Perry will be removed from the Compensation Committee and appointed to the Nominating Committee; and Jodi L. Taylor will be removed from the Nominating Committee.

2		The J. M. Smucker Company				2022 Proxy Statement

PROXYSUMMARY

4    8		The J. M. Smucker Company         2019				2022 Proxy Statement

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Corporate Governance Guidelines (the “Guidelines”) are designed to formalize the Board’s role and to confirm its independence from management and its role of aligning management and Board interests with the interests of shareholders. The Guidelines provide in pertinent part that:

aA majority of Directors will be independent, as set forth under the rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”), and as further set forth in the Guidelines;

allAll members of the Committees will be independent, and there will be at least three members on each of the Committees;

All members of the Committees and the chairs of the Committees will be appointed by the Board on the recommendation of the Nominating Committee, and the Board intends to rotate the chairs of the Committees every five years;

The independent Directors will meet in executive session on a regular basis in conjunction with regularly scheduled meetings of the Board and the Committees, and such meetings will be chaired by the Chair of each of the Committees for each Committee executive session and by the Chair of each of the Committees on a rotating term of two years for each Board executive sessionlead independent director (in such role, the “Lead Independent Director”);, who will be selected by the independent Directors with input from the Executive Chairman and the Chief Executive Officer;

theThe Lead Independent Director will coordinate the activities of the other independent Directors and perform such other duties and responsibilities as the Board may determine, including those set forth below under the heading “Executive Sessions and Lead Independent Director;”Director”;

theThe Board and each of the Committees will conduct an annual self-evaluation;

allAll non-employee Directors will own a minimum amount of the Company’s common shares as established in our Stock Ownership Guidelines for Directors and Officers, which currently require thatnon-employee Directors own common shares with a value of no less than five times the annual cash retainer paid to eachnon-employee Director and that eachnon-employee Director should strive to attain this ownership threshold within five years of joining the Board;

eachEach Director will attend at least 75% of all regular and special meetings of the Board;

absentAbsent specific action by the Board,non-employee Directors will not be eligible for nomination after reaching 7275 years of age;

eachEach Director will advise the Executive Chairman and the Lead Independent Director in advance of accepting an invitation to serve on the board of another public company;company to allow for a review of any potential conflicts or other concerns;

eachEach Director will advise the Nominating Committee, and offer to resign, if his or her primary professional position or responsibility materially changes to provide the Board an opportunity to review the qualifications of the Director;

noNo Director will serve concurrently on more than three public company boards, including that of the Company, without prior, unanimous consent of the Board;

theThe Nominating Committee and the Board will consider a Director’s length of tenure when reviewing Board composition and will seek to maintain an overall balance of experience and continuity, along with fresh perspectives. The Board does not have a Director tenure limit but will consider the impact of a Director’s tenure after he or she has served on the Board for more than 15 years; and

The J. M. Smucker Company				2022 Proxy Statement			9

CORPORATE GOVERNANCE

theThe Corporate Secretary will provide all newly-elected Directors with materials and training in our Director orientation program and will also provide such additional Director training and orientation as appropriate.appropriate and in accordance with our Board Education Policy.

The J. M. Smucker Company         2019 Proxy Statement			5

CORPORATE GOVERNANCE

Board Diversity

We greatly value diversity and the varying perspectives and experiences that emerge from a diverse group of people. Therefore,people, and the Board and the Nominating Committee believe the value of diversity extends to the boardroom and that diversity strengthens the composition of the Board. Therefore, the Board and the BoardNominating Committee seek to consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, race, ethnicity, race, age, sexual orientation, gender identity, and cultural and other backgrounds, in determining whether anconsidering potential Director candidates and individual Director qualifications. To further this goal, the Nominating Committee recently amended its Charter to specify that the Nominating Committee is committed to seeking out qualified diverse candidates who meet the applicable search criteria, including women and minority candidates, to serve as a Director ofinclude in the Company. Whilepools from which nominees for the Board does not maintain a formal policy regarding diversity, it does considerare considered, invited for interviews, and ultimately offered the diversity ofopportunity to be appointed to the Board when evaluatingor stand for election to the Board. In the event a third-party search firm is engaged for a particular Director nominees.search, the Nominating Committee would expect, and would plan to instruct, such firm to include diverse individuals, including as to gender, race, ethnicity, sexual orientation, and gender identity, meeting the search criteria in the initial pool or lists of potential Director candidates submitted to the Nominating Committee for consideration. Diversity is important because a variety of viewpoints contribute to a more effective decision-making process. The Nominating Committee and the Board also consider the composition of the Board as a whole in evaluating whether a particular individual should serve on the Board, as the Board seeks to comprise itself of members who, collectively, possess a range of relevant skills, experience, and expertise. The below graphs summarize the tenure, age, gender, and racial or ethnic diversity breakdown of our Director nominees:

The J. M. Smucker Company         2019				2022 Proxy Statement			711

CORPORATE GOVERNANCE

Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

As mentioned above, in considering each Director nominee and the composition of the Board as a whole, the Nominating Committee looks for a diverse group of experiences, characteristics, attributes, and skills that relate directly to our management and operations. Success in specific categories is a key factor in our overall operational success and creating shareholder value. The Nominating Committee believes that Directors who possess some or all of the following experiences, characteristics, attributes, and skills are better able to provide oversight of our management and long-term and strategic objectives.

8    12		The J. M. Smucker Company         2019				2022 Proxy Statement

CORPORATE GOVERNANCE

The Board believes that all of the Directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board. The specific experiences, qualifications, and skills that the Board considered in determining that each such person should serve as a Director are included in their individual biographies and also summarized further in the following table:

The J. M. Smucker Company         2019				2022 Proxy Statement			913

CORPORATE GOVERNANCE

Director Resignation Policy

In connection with the adoption of a majority voting standard for uncontested elections of Directors, the Board adopted a Director resignation policy to address the situation in which one or more incumbent Directors fail to receive the required majority vote forre-election in an uncontested election. Under Ohio law, an incumbent Director who is notre-elected would remain in office as a “holdover” Director until his or her successor is elected. This Director resignation policy provides that an incumbent Director who is notre-elected with more “for” votes than “against” votes in an uncontested election will be expected to tender to the Board his or her resignation as a Director promptly following the certification of the election results. The Nominating Committee would then consider each tendered resignation and recommend to the Board whether to accept or reject each such tendered resignation. The Board would act on each tendered resignation, taking into account its fiduciary duties to the Company and our shareholders and the Nominating Committee’s recommendation, within 90 days following the certification of the election results. The Nominating Committee, in making its recommendation, and the Board in making its decision, may consider any factors or other information with respect to any tendered resignation that they consider appropriate, including, without limitation:

theThe stated reason for such Director’s failure to receive the approval of a majority of votes cast;

theThe percentage of votes cast against such Director; and

theThe performance of such Director.

Following the Nominating Committee’s recommendation and the Board’s decision, the Board will promptly and publicly disclose its decision whether to accept or reject each tendered resignation and, if applicable, the reasons for rejecting a tendered resignation. If a Director’s tendered resignation is rejected, he or she would continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. If a Director’s tendered resignation is accepted, then the Board would have the sole discretion to fill any resulting vacancy or decrease the number of Directors, in each case pursuant to the provisions of and to the extent permitted by the Company’s Amended Regulations (the “Regulations”). Any Director who tenders his or her resignation pursuant to this policy would abstain from providing input or voting on the Nominating Committee’s recommendation or the Board’s action regarding whether to accept or reject the tendered resignation. While this description reflects the terms of the Board’s current Director resignation policy, the Board retains the power to amend and administer the policy as the Board, in its sole discretion, determines is appropriate. The Director resignation policy is posted on our website atwww.jmsmucker.com and a copy will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

Director Independence

We require that a majority of our Directors be “independent” as defined by the rules of the NYSE and the SEC. We may, in the future, amend the Guidelines to establish such additional criteria as the Board determines to be appropriate. The Board makes a determination as to the independence of each Director on an annual basis. The Board has determined that the following ninenon-employee Directors are independent Directors: Kathryn W. Dindo,Susan E. Chapman-Hughes, Paul J. Dolan, Jay L. Henderson, Gary A. Oatey,Jonathan E. Johnson III, Kirk L. Perry, Sandra Pianalto, Nancy Lopez Russell, Alex Shumate, Jodi L. Taylor, and Dawn C. Willoughby.

In general, “independent” means that a Director has no material relationship with us or any of our subsidiaries. The existence of a material relationship is determined upon a review of all relevant facts and circumstances and, generally, is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from our management.

The Board considers the issue of materiality from the standpoint of the persons or organizations with which the Director has an affiliation, as well as from the standpoint of the Director.

10    14		The J. M. Smucker Company         2019				2022 Proxy Statement

CORPORATE GOVERNANCE

The following standards will be applied by the Board in determining whether individual Directors qualify as “independent” under the rules of the NYSE and the SEC. To the extent that these standards are more stringent than the rules of the NYSE or the SEC, such standards will apply. References to the Company include our consolidated subsidiaries.

No Director will be qualified as independent unless the Board affirmatively determines that the Director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. We will disclose these affirmative determinations on an annual basis.

No Director who is a former employee of ours can be deemed independent until three years after the end of his or her employment relationship with us.

No Director whose immediate family member is a former executive officer of the Company can be deemed independent until three years after the end of such executive officer’s relationship with us.

No Director who receives, or whose immediate family member receives, more than $120,000 in direct compensation from the Company in any twelve-month period within the past three years, other than Director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), can be ‘independent’ until three years after he or she ceases to receive more than $120,000 in any twelve-month period in such compensation during such time period.deemed independent.

No Director can be deemed independent if the Director (i) is a current partner or employee of a firm that is our internal or external auditor; (ii) has an immediate family member who is a current partner of such a firm; (iii) has an immediate family member who is a current employee of such a firm and personally works on our audit; or (iv) was, or an immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on our audit within that time.

No Director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company’s compensation committee can be independent until three years after the end of such service or employment relationship.

No Director who is an executive officer or employee, or whose immediate family member is an executive officer, of a company (excluding charitable organizations) that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues can be deemed independent until three years after falling below such threshold.

No Director can be deemed independent if we have made charitable contributions to any charitable organization in which such Director serves as an executive officer if, within the preceding three years, contributions by us to such charitable organization in any single fiscal year of such charitable organization exceeded the greater of $1,000,000 or 2% of such charitable organization’s consolidated gross revenues.

In its review and application of the criteria used to determine independence, the Board considered the fact that we do business with organizations directly or indirectly affiliated with Paul J. Dolan and Kirk L. Perry, and affirmatively determined that the amounts paid to the entities affiliated with these individuals do not meet the threshold which would create an issue under the standards for determining independence.

The value of advertising and promotional activities sponsored with the Cleveland IndiansGuardians organization, of which Mr. Dolan is the Chairman and Chief Executive Officer, in fiscal year 20192022 was approximately $371,000$0.4 million and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of the Cleveland Indians.Guardians.

The value of advertising services provided to us by Google LLC, a wholly-owned subsidiary of Alphabet Inc. (“Google”), of which Kirk L. Perry iswas the President, Brand Solutions inuntil May 14, 2021, was approximately $7.3 million for the first quarter of fiscal year 20192022 (i.e., the quarter during which Mr. Perry was approximately $12,257,000an officer of Google) and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of Google Inc.Google.

The J. M. Smucker Company         2019				2022 Proxy Statement			1115

CORPORATE GOVERNANCE

The value of consumer data, analytics, and insights services provided to us by IRI, of which Kirk L. Perry is the President and Chief Executive Officer, in fiscal year 2022 was approximately $11.1 million and does not exceed the greater of $1,000,000 or 2% of consolidated gross revenues of IRI.

Structure of the Board of Directors

Executive ChairmanChair of the Board and Chief Executive Officer as Directors

The Regulations provide that one person may hold the positions of Executive ChairmanChair of the Board and Chief Executive Officer. However, our Executive ChairmanChair of the Board and Chief Executive Officer roles are currently held by different individuals. In addition, a majority of our Directors are independent, and commencing in fiscal year 2020, the Board has a Lead Independent Director. Richard K. Smucker, our former Chief Executive Officer, currently serves as Executive Chairman. Effective August 17, 2022, Richard K. Smucker will retire as Executive Chairman, and Mark T. Smucker will serve as both Chief Executive Officer and Chair of the Board. The Board believes that a current or former Chief Executive Officer is best situated to serve as Executive ChairmanChair of the Board, because he is one of the Directors most familiar with our business and industry. The Board also believes that having a current or former Chief Executive Officer serve as Executive ChairmanChair of the Board provides an efficient and effective leadership model for us by fostering clear accountability, effective decision-making, and alignment of corporate strategy. The Board’s independent Directors bring experience, oversight, and expertise from outside the Company and industry, while the Executive ChairmanChair of the Board and the Chief Executive Officer bring Company and industry-specific experience and expertise. One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of its strategy once it is developed. The Board believes that its current management structure, together with independent Directors having the duties described above and the Lead Independent Director having the duties described below, is in the best interests of shareholders because it strikes an appropriate balance for us; with a current or former Chief Executive Officer serving as Executive Chairman,Chair of the Board, there is unified leadership and a focus on strategic development and execution, while the independent Directors help assure independent oversight of management.

Chairman Emeritus

Any member of the Smucker family who has previously served in the role of Chair of the Board may be appointed by the Board as a non-director Chairman Emeritus at such time as such individual ceases to be a member of the Board. The purpose of the Chairman Emeritus position is to permit the Company to continue to benefit from the participation and input of the Chairman Emeritus after such person has ceased to be a Director and to permit the Chairman Emeritus to provide such participation and input to the Company and the Board. The term of a Chairman Emeritus will be one year from appointment, renewable annually by the Board, provided that the term of a Chairman Emeritus will not be renewed beyond the expiration of the term during which the Chairman Emeritus reaches the age of 80. Subject to any different determinations of the Board, a Chairman Emeritus:

Will receive notice of and may participate in Board meetings, but will generally not attend Board sessions that are limited to independent Directors only;

May be invited to attend and participate in Committee meetings as determined by the Board or the applicable Committee, but will generally not attend Committee sessions that are limited to independent Directors only;

Will not be entitled to vote and will not be counted for quorum purposes at Board or Committee meetings;

To the extent requested by the Company or the Board and agreed to by the Chairman Emeritus, will act as an advisor to the Company, including (i) participating in Company communications, (ii) participating in Company meetings, (iii) serving as a spokesperson with external constituents, and (iv) serving as an advisor to the Chief Executive Officer; and

Will provide such other advice and services and engage in such other activities as may be agreed between the Board and the Chairman Emeritus.

16		The J. M. Smucker Company				2022 Proxy Statement

CORPORATE GOVERNANCE

A Chairman Emeritus will be entitled to reimbursement of expenses incurred in connection with service in the role of Chairman Emeritus and to indemnification and insurance in connection with such service. Any additional compensation or other perquisites will be as determined by the Board. A Chairman Emeritus will remain subject to Section 16 reporting requirements, the Company’s Code of Conduct (as defined below) and Insider Trading and Disclosure Policy, and the confidentiality and similar obligations applicable to a Director of the Company but will not be considered a Director or officer of the Company under the Company’s Articles or Regulations, under the Ohio General Corporation Law, or otherwise. Following the end of his or her final term, a Chairman Emeritus may retain the title of Chairman Emeritus as an honorific, without any rights, responsibilities, or obligations attaching thereto. However, at the request of the Chief Executive Officer and upon mutual agreement, a Chairman Emeritus may engage in activities to enhance and support the culture of the Company and its constituents. Following Timothy P. Smucker’s retirement as a Director of the Company on August 17, 2022, the Board will appoint him as a Chairman Emeritus.

Board’s Role in Risk Oversight

Risk is inherent in any business, and our management is responsible for theday-to-day management of risks that we face. The Board, on the other hand, has responsibility for the oversight of risk management. In that role, the Board has the responsibility to evaluate the risk management process to ensure its adequacy and that it is implemented properly by management.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. The Board meets regularly with senior management, including executive officers, to discuss strategy and risks facing the Company.Company, including new and potentially disruptive risks such as those posed by the novel coronavirus (“COVID-19”) pandemic, supply chain disruptions, and the recent conflict between Russia and Ukraine. Senior management attends the Board’s quarterly meetings, as well as certain Committee meetings, to address any questions or concerns raised by the Board on risk management and any other matters. The Company’s Senior Vice President, General CounselChief Legal and SecretaryCompliance Officer manages the Company’s compliance function and, along with the Vice Chair and Chief Financial Officer and the Chief Strategy and International Officer, oversees the enterprise risk function, chairs the Risk Management Committee, attends all Board meetings and Committee meetings that do not overlap, and provides periodic updates on risks and compliance issues facing the Company and the industry. Each quarter, the Board receives presentations from senior management on business operations, financial results, and strategic, risk, and compliance issues. In addition, senior management holds an annual strategic planning retreat, as well as periodicregular strategic planning sessions to discuss strategies, key challenges, and risks and opportunities for the Company. Senior management then reviews the results of each strategic planning session with the Board.

The Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to management of major financial risk exposures, including in the areas of financial reporting, internal controls, hedging strategies, cybersecurity, and reviewing potential conflicts of interest. Risk assessment reports are regularly provided by management, and our internal auditors, and compliance professionals to the Audit Committee.

In particular, the Audit Committee receives an update on cybersecurity matters at each regularly scheduled meeting and reports to the Board on key activities. The Board also receives an update on cybersecurity matters at least once a year. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s human capital management and compensation policies and programs, including overseeing the Company’s compensation-related risk assessment described further below in this proxy statement and developing stock ownership and clawback guidelines for our executive officers. The Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership, and structure, succession planning for Directors and executive officers, and corporate governance, including the annual monitoring of corporate governance issues, overseeing the Company’s ESG processes, policies, commitments, and activities, and developing Director self-evaluations.evaluations for the Board and the Committees. The Risk Management Committee, along with members from various functions across the Company, meets quarterly to review enterprise risk issues, including top risk activities and changes, emerging risks, risk mitigation activities, and program maturity.

12		The J. M. Smucker Company         2019				2022 Proxy Statement			17

CORPORATE GOVERNANCE

All Committees report back to the full Board at Board meetings as to the Committee’s activities and matters discussed and reviewed at the Committee’s meeting. In addition, the Board is encouraged to participate in internal and external Director education courses as described further in our Board Education Policy, to keep apprised of current issues, including areas of risk. External advisors also periodically present to the Board and the Committees on risks impacting the Company and the food industry.

Communications with the Board

Shareholders and other interested partiesothers who wish to communicate with members of the Board as a group, withnon-employee Directors as a group, or with individual Directors, may do so by writing to Board Members c/o Corporate Secretary, the following address:

The J. M. Smucker Company

c/o Corporate Secretary

One Strawberry Lane

Orrville, Ohio 44667. 44667

The Directors have requested that the Corporate Secretary act as their agent in processing any communications received. All communications that relate to matters within the scope of responsibilities of the Board and its Committees will be forwarded to the appropriate Directors. Communications relating to matters within the responsibility of one of the Committees will be forwarded to the Chair of the appropriate Committee. Communications relating to ordinary business matters are not within the scope of the Board’s responsibility and will be forwarded to the appropriate executive officer at the Company. Solicitations, advertising materials, and frivolous or inappropriate communications will not be forwarded.

Commitment to Integrity: Our Code of Business Conduct and Ethics

Ethics is one of ourBasic Beliefsand is fundamental to our business. We emphasize that ethical conduct is vital to ensure successful, sustained business and business relationships.

Our Commitment to Integrity: Our Code of Business Conduct and Ethics (the “Code of Conduct”) is an extension of our long-standing principles and values. It applies to our employees officers, Directors, and contingent workers.Directors. The Code of Conduct is a resource which guides daily conduct in the workplace, and employees are expected to reference it frequently. The Code of ConductoutlinesConductoutlines our expectations across numerous areas and situations in which ethical choices might be necessary, such as creating a positive work environment; embracing inclusion, diversity, and equity; engaging with customers, suppliers, and competitors; handling confidential information and conflicts of interest; the exchange of gifts, meals, and entertainment; avoiding bribery and corruption and insider trading; our commitment to community, including ESG matters and philanthropic activities; and rules regarding food safety, advertising, and product labeling. Employees and Directors are required to review and acknowledge the Code of Conduct on an annual basis and receive training at least once every three years. Additionally, employees receive annual compliance training on key topics throughout the year.

Any amendments of the Code of Conduct and any waivers of the Code of Conduct for or on behalf of any Director, executive officer, or senior financial officer of the Company must be approved by the Board or by a Committee of the Board to which authority to issue such waivers has been delegated by the Board. Any amendments or waivers of the Code of Conduct will be promptly disclosed to the public, as required by applicable law, and will be disclosed on our website atwww.jmsmucker.com. Waivers of the Code of Conduct for any other employee may be made only by an authorized officer of the Company. As of the date of this proxy statement, there have been no such waivers.

The Code of Conduct is posted on our website atwww.jmsmucker.com and a copy will be provided free of charge to any shareholder submitting a written request to theto: Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

18		The J. M. Smucker Company				2022 Proxy Statement

CORPORATE GOVERNANCE

Procedures for Reporting Ethical, Accounting, Auditing, and Financial Related Issues

The Board has established procedures for employees to report violations of the Code of Conduct or complaints regarding accounting, auditing, and financial-related matters to their manager or supervisor, to the General Counsel,Chief Legal and Compliance Officer, or directly to the Audit Committee. Reports to the General CounselChief Legal and Compliance Officer may be made in writing, by telephone, in person, or may be submitted anonymously through the Smucker’s Voice Line,Company’s Integrity Portal, which is managed by an independent third-party service provider and is available 24 hours a day, 7seven days a week, in multiple languages, and can be accessed via phone or through the Internet atwww.jmsmucker.ethicspoint.comJMSIntegrity.com. Specifically, via phone in the U.S. and Canada, employees or concerned individuals can call toll-free1-844-319-9352; in other countries, employees or concerned individuals can access the applicable country number atwww.jmsmucker.ethicspoint.comJMSIntegrity.com.. We forbid retaliation, or threats of retaliation, against our employees who, in good faith, report violations of the Code of Conduct.

The J. M. Smucker Company         2019				2022 Proxy Statement			1319

ELECTION OF DIRECTORS

(Proposal 1 on the proxy card)

The Board currently has 1312 Directors, but Elizabeth Valk LongTimothy P. Smucker will not be up forre-election when herhis current term expires on August 14, 2019.17, 2022. Effective on that date, the number of Directors will be set at 1211 pursuant to the Regulations, and all remaining Directors will be up for election at this annual meeting to hold office for a term of one year. Unless instructed otherwise, the proxies intend to vote FOR the election of these 12 nominees.

After many years of distinguished service, Elizabeth Valk LongTimothy P. Smucker will be retiring from the Board on August 14, 2019,17, 2022, at the expiration of herhis current term. We appreciate Ms. Long’sMr. Smucker’s years of service as both an officer and Director and thank herhim for her valuable guidance during her tenure withhis leadership and innumerable contributions, which have played a critical role in the Company.Company we have become and provided a tremendous foundation for continued growth.

Each nominee has agreed to serve if elected. If any nominee declines, is unable to accept such nomination, or is unable to serve (an event which is not expected), the Board reserves the right in its discretion to substitute another person or nominee or to reduce the number of nominees. In this event, the proxy, with respect to such nominee or nominees, will be voted for such other person or persons as the Board may recommend.

The members of the Board, including those who are listed in this proxy statement as nominees for election, with information about each of them based on data furnished to us by these persons as of June 28, 2019,July 7, 2022, are as follows:

Nominees for Election as Directors Whose Proposed Terms Would Expire at the 20202023 Annual Meeting