2014

2017 ANNUAL MEETING OF STOCKHOLDERS ADMISSION GUIDELINES   • Please bring aphoto IDas you may be asked to present it in order to be admitted to the 20142017 Annual Meeting of Stockholders. • • The use of cameras, camcorders, videotaping equipment, and other recording devices will not be permitted in Martin’s Valley Mansion. •Attendees may not bring into Martin’s Valley Mansion large packages or other material that could pose a safety or disruption hazard.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement i McCORMICK & COMPANY, INCORPORATED - Proxy Statementiii Back to Contents PROXY STATEMENT   General Information   This proxy statement is furnished on or about February 14, 201416, 2017 to the holders of Common Stock in connection with the solicitation by the Board of Directors of McCormick of proxies to be voted at the 20142017 Annual Meeting of Stockholders or any adjournments thereof.   The shares represented by all proxies received will be voted in accordance with the instructions contained in the proxies. Any proxy given may be revoked at any time before it is voted by submitting a later dated proxy card, or by subsequently voting via internet or telephone or by attending the Annual Meeting and voting in person. Such right of revocation is not limited or subject to compliance with any formal procedure. Attending the Annual Meeting will not automatically revoke a stockholder’s prior internet or telephone vote or the stockholder’s proxy.   The cost of the solicitation of proxies will be borne by McCormick. In addition to the solicitation of proxies by use of the mails, officers and employees of McCormick may solicit proxies by telephone, electronic mail, personal interview, and/or through the Internet. We also may request that brokers and other custodians, nominees, and fiduciaries forward proxy soliciting material to the beneficial owners of shares held of record by such persons, and McCormick may reimburse them for their expenses in so doing.   Record Date.At the close of business on the Record Date, there were 12,162,32011,535,962 shares of Common Stock outstanding, which constitute all of the outstanding voting shares of McCormick. Except for certain voting limitations imposed by the Charter on beneficial owners of 10% or more of the outstanding shares of Common Stock, each share of Common Stock is entitled to one vote. Only holders of record of shares of Common Stock at the close of business on the Record Date will be entitled to vote at the Annual Meeting or any adjournments thereof.   References in this proxy statement to “Common Stock” do not refer to shares of Common Stock Non-Voting, which are not entitled to vote at the Annual Meeting or any adjournments thereof.   PRINCIPAL STOCKHOLDERS   Set forth below is certain information on thosecertain persons known to us to beneficially own more than five percent of the Common Stock of the Company.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS   Title of Class   Name & Address of Beneficial Owner   Amount & Nature of Beneficial Ownership(1)   Percent of Class Common Stock   McCormick 401(k) Retirement Plan 18 Loveton Circle Sparks, Maryland 21152   2,060,472(2)   17.9% Common Stock   Harry K. Wells P.O. Box 409 Riderwood, Maryland 21139   1,013,246(3)   8.8% Common Stock   Hugh P. McCormick c/o Tufton Capital Management 303 International Circle, Suite 430 Hunt Valley, Maryland 21030   592,025   5.1% Title of Class Name & Address of Beneficial Owner (1) Amount & Nature of Beneficial Ownership(1) Percent of Class Common Stock McCormick 401(k) Retirement Plan 18 Loveton Circle Sparks, Maryland 21152 2,435,326(2) 20.0% Common Stock Harry K. Wells P.O. Box 409 Riderwood, Maryland 21139 1,013,246(3) 8.3% (1) All shares beneficially owned as of the Record Date. (2) TheAmount of shares of Common Stock shown in the table were held in the trust for the McCormick 401(k) Retirement Plan as of the Record Date. Neither the trustees of the trust nor the plan is notitself are the beneficial ownerowners of thethese shares of Common Stock for purposes of the voting limitations described in our Charter. Instead, each plan participant is considered to be the beneficial owner of the shares allocated to such participant’s account in the plan, and no individual participant holds more than five percent of the Common Stock of the Company in his or her plan account. Each plan participant has the right to vote all shares of Common Stock allocated to such participant’s plan account. The plan’s Investment Committee possesses investmenttrustees possess voting discretion over the shares of Common Stock with respect to which plan participants do not direct the trustees how to vote, except that, in the event of a tender offer, each participantno vote shall be made for any shares of the plan is entitled to instruct the Investment Committee as to whether to tender Common Stock allocatedwith respect to such participant’s account. The current members ofwhich plan participants do not direct the Investment Committee are Joyce L. Brooks, Vice President – Investor Relations, W. Geoffrey Carpenter, Vice President, General Counsel & Secretary, Lisa B. Manzone, Vice President – Compensation & Benefits, Paul C. Beard, Senior Vice President – Finance, Cecile K. Perich, Senior Vice President – Human Relations, and Gordon M. Stetz, Jr., Executive Vice President & Chief Financial Officer.trustees how to tender. (3) Shares are held in two trusts.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 1 McCORMICK & COMPANY, INCORPORATED - Proxy Statement1 Back to Contents CORPORATE GOVERNANCE   Corporate Governance Guidelines   McCormick has adopted Corporate Governance Guidelines, which are available on its Investor Relations website at ir.mccormick.com under “Corporate Governance,” then “Corporate Governance Guidelines.” These Guidelines contain general principles regarding the function of McCormick’s Board of Directors and Board Committees. The Guidelines are reviewed on an annual basis by the Nominating/ Corporate Governance Committee of the Board, which submits to the Board for approval any changes deemed desirable or necessary.   As noted in last year’s proxy statement, theThe Corporate Governance Guidelines have been amended to make clear that directors and executive officers of the Company may not pledge Company stock as collateral for a loan or otherwise use Company stock to secure a debt, and may not engage in any hedging transactions with respect to Company stock.   Independence of Directors   McCormick’s Corporate Governance Guidelines require that a majority of the Board of Directors be comprised of independent directors. For a director to be considered independent under the Listing Standards of the New York Stock Exchange (the “NYSE”), the Board must affirmatively determine that the director has no direct or indirect material relationship with McCormick. The NYSE’s director independence guidelines are incorporated in McCormick’s Corporate Governance Guidelines, which are used by the Board in making independence determinations. The Board has determined that the following directors are independent: John P. Bilbrey,Michael A. Conway, J. Michael Fitzpatrick, Freeman A. Hrabowski, III, Patricia Little, Michael D. Mangan, Maritza G. Montiel, Margaret M.V. Preston, George A. Roche, William E. StevensGary Rodkin and Jacques Tapiero.   In connection with these independence determinations, the Board considered the following:   • John P. Bilbrey Michael A. Conway is Executive Vice President, Licensed Stores, U.S. and Latin America for Starbucks Coffee Company and a commercial relationship exists between McCormick and Starbucks Coffee Company. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) the payments made between McCormick and Starbucks Coffee Company are substantially less than 2% of the consolidated gross revenues of Starbucks Coffee Company; (2) Mr. Conway does not participate in the negotiation of commercial transactions on behalf of Starbucks Coffee Company, nor has he been involved in the execution of any commercial transactions between McCormick and Starbucks Coffee Company since their inception; and (3) the products supplied by McCormick to Starbucks Coffee Company are readily available from other sources of supply. For fiscal 2016, all commercial transactions between McCormick and Starbucks Coffee Company amounted to less than $1,000,000, which is substantially less than 2% of the consolidated gross revenues of Starbucks Coffee Company. All commercial transactions were conducted at arm’s length and consisted of products Starbucks Coffee Company and McCormick purchased from each other. Freeman A. Hrabowski, III is the President of the University of Maryland, Baltimore County (UMBC) and a relationship exists between McCormick and UMBC. However, the Board has determined that the relationship is not material for the following reasons: (1) the payments made between McCormick and UMBC are substantially less than 2% of the consolidated gross revenues of UMBC; (2) Dr. Hrabowski does not participate in the negotiation of such transactions on behalf of UMBC, nor has he been involved in the execution of any transactions between McCormick and UMBC since their inception; and (3) the funds provided by McCormick to UMBC are readily available from other sources. For fiscal 2016, all transactions between McCormick and UMBC amounted to less than $10,000, which is substantially less than 2% of the consolidated gross revenues of UMBC. All such transactions were conducted at arm’s length and consisted of monies McCormick paid to UMBC to fund McCormick’s Unsung Hero Award Scholarship. Patricia Little is an executive officer of The Hershey Company and a commercial relationship exists between McCormick and The Hershey Company. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) the payments made between McCormick and The Hershey Company are substantially less than 2% of the consolidated gross revenues of The Hershey Company; (2) Ms. Little does not participate in the negotiation of commercial transactions on behalf of The Hershey Company, nor has she been involved in the execution of any commercial transactions between McCormick and The Hershey Company since their inception; and (3) the products supplied by McCormick to The Hershey Company are readily available from other sources of supply. For fiscal 2016, all commercial transactions between McCormick and The Hershey Company amounted to less than $1,500,000, which is substantially less than 2% of the consolidated gross revenues of The Hershey Company. All commercial transactions were conducted at arm’s length and consisted of products The Hershey Company purchased from McCormick. Maritza G. Montiel is the former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP and continues to receive retirement benefits from Deloitte LLP. A commercial relationship exists between McCormick and Deloitte LLP. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) the payments made between McCormick and Deloitte LLP are substantially less than 2% of the consolidated gross revenues of Deloitte LLP; (2) Ms. Montiel does not participate in the negotiation of commercial transactions on behalf of Deloitte LLP, nor has she been involved in the execution of any commercial transactions McCORMICK & COMPANY, INCORPORATED - Proxy Statement2 Back to Contents between McCormick and Deloitte LLP since their inception; and (3) the services supplied by Deloitte LLP to McCormick are readily available from other service providers. For fiscal 2016, all commercial transactions between McCormick and Deloitte LLP amounted to less than $1,000,000, which is substantially less than 2% of the consolidated gross revenues of Deloitte LLP. All commercial transactions were conducted at arm’s length and consisted of tax and consulting services Deloitte LLP and its affiliates provided to McCormick. In addition, Ms. Montiel is a member of the Board of Directors of Aptar Group, Inc. and a commercial relationship exists between McCormick and Aptar Group. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) the payments made tobetween McCormick by The Hershey Companyand Aptar Group are substantially less than 2% of the consolidated gross revenues of The Hershey Company;Aptar Group; (2) Mr. BilbreyMs. Montiel does not participate in the negotiation of commercial transactions on behalf of The Hershey Company, nor has he been involved in the execution of any commercial transactions between McCormick and The Hershey Company since their inception; and (3) the products supplied by McCormick to The Hershey Company are readily available from other sources of supply. For fiscal 2013, all commercial transactions between McCormick and The Hershey Company amounted to less than $1,000,000, which is substantially less than 2% of the consolidated gross revenues of The Hershey Company. All commercial transactions were conducted at arm’s length and consisted of products The Hershey Company purchased from McCormick and Hershey Entertainment & Resort tickets McCormick purchased from The Hershey Company. • Patricia Little is an executive officer of Kelly Services, Inc. and a commercial relationship exists between McCormick and Kelly Services, Inc. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) the payments made by McCormick to Kelly Services, Inc. are substantially less than 2% of the consolidated gross revenues of Kelly Services, Inc.; (2) Ms. Little does not participate in the negotiation of commercial transactions on behalf of Kelly Services, Inc.,Aptar Group, nor has she been involved in the execution of any commercial transactions between McCormick and Kelly Services, Inc.Aptar Group since their inception; and (3) the services providedproducts supplied by Kelly Services, Inc.Aptar Group to McCormick are readily available from other workplace staffing companies.sources of supply. For fiscal 2013,2016, all commercial transactions between McCormick and Kelly Services, Inc.Aptar Group amounted to less than $1,000,000,$500,000, which is substantially less than 2% of the consolidated gross revenues of Kelly Services, Inc.Aptar Group. All commercial transactions were conducted at arm’s length and consisted of temporary servicesproducts McCormick purchased from Kelly Services, Inc. • Margaret M.V. Preston is a Managing Director and Regional Executive with US Trust, Bank of America Private Wealth Management – an affiliate of Bank of America Corporation – and a commercial relationship exists between Bank of America Corporation and McCormick. However, the Board has determined that the commercial relationship is not material for the following reasons: (1) McCormick has no commercial relationship with Bank of America Private Wealth Management; (2) the payments made by McCormick to Bank of America Corporation and its affiliates are substantially less than 2% of the consolidated gross revenues of Bank of America Corporation; (3) Ms. Preston is not an officer of Bank of America Corporation and does not participate in the negotiation of the commercial transactions on behalf of Bank of America Corporation; and (4) the services provided by Bank of America Corporation to McCormick are readily available from other banking institutions. For fiscal 2013, all commercial transactions between McCormick and Bank of America Corporation amounted to less than $1,000,000, which is substantially less than 2% of the consolidated gross revenues of Bank of America Corporation. All commercial transactions were conducted at arm’s length and consisted of payments McCormick made to Bank of America Corporation for banking services principally related to McCormick’s credit facility, notes issuance and interest rate hedging. McCormick did not engage in any commercial transactions with Bank of America Private Wealth Management.Aptar Group.    For these reasons, the Board has concluded that Mr. Bilbrey,Conway, Dr. Hrabowski, Ms. Little and Ms. PrestonMontiel have no direct or indirect material relationship with McCormick that would preclude a determination of independence.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 2 Back to Contents Procedure Regarding Transactions with a Related Person   McCormick maintains a written related person transactions procedure that is administered by members of McCormick’s management and the Audit Committee of the Board. The written procedure applies to any transaction with a “related person” (defined by Item 404(a) of Regulation S-K under the Exchange Act) in excess of $120,000 in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, other than:   (a) a transaction involving $120,000compensation to an executive officer if (i) the compensation is reported pursuant to Item 402 of Regulation S-K; or less when aggregated with all similar transactions;(ii) (A) the executive officer is not an immediate family member of an executive officer or director of the Company and such compensation would have been required to be reported under Item 402 if the executive officer was a “named executive officer” under such regulation, and (B) the compensation was approved by the Board of Directors or the Compensation Committee of the Board of Directors; (b) a transaction involving compensation to a director or director nominee that is required to be reported pursuant to Item 402(k) of Regulation S-K under the Exchange Act;S-K; (c) a transaction involving compensation to an executive officer if (i) the executive officer is not an immediate family member of an executive officer or director of the Company, (ii) the compensation is reported pursuant to Item 402 of Regulation S-K under the Exchange Act (or would be required to be reported under such regulation if the executive were a “named executive officer” under such regulation), and (iii) the compensation was approved by the Board of Directors or the Compensation Committee; (d) a transaction where the related person’s interest arises only from (i) such person’s position as a director of another entity that is a party to the transaction; (e) a transaction where the related person’s interest arises from or (ii) the direct or indirect ownership by such person and their immediate family, in the aggregate, of less than a 10% equity interest in another entity that is a party to the transaction; or (iii) from both of (c)(i) and (c)(ii) above; (d) if the interest of the related person arises solely from the ownership of a class of the Company’s stock and all holders of that class of stock of the Company receive the same benefit on a pro rata basis; or (f) (e) any other transaction that is not required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act.S-K.   The procedure provides that any actual or potential related person transaction that is identified during McCormick’s quarterly management certification process is reviewed and analyzed by McCormick’s corporate controllership and legal staff (the “Management Reviewers”). If the transaction in question is determined to be a related person transaction but (i) it is not material to the Company, and (ii) the commercial terms are consistent with the commercial terms of comparable arm’s length transactions with unrelated third parties, the Management Reviewers shall refer the proposed transaction to the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for review and appropriate disposition, in their sole discretion. If the CEO or the CFO has a direct or indirect material interest in the transaction or the proposal, then the matter shall be submitted to the Audit Committee for review and disposition (regardless of materiality of the transaction or the reasonableness of the commercial terms).   If the transaction in question is determined to be a related person transaction and (i) it is material to the Company, and/or (ii) the commercial terms are more favorable to the related person than the commercial terms of comparable arm’s length transactions with unrelated third parties, the Management Reviewers shall review the transaction with the CEO and CFO, who shall determine whether to ratify or re-negotiate the actual transaction, or in the case of a proposed transaction whether to accept or reject the proposal. If the CEO and the CFO desire to ratify the transaction or accept the proposal on existing terms, the transaction or proposal shall be submitted to the Audit Committee for review and disposition.   As a general rule, any employee or director who has a direct or indirect material interest in an actual or proposed related person transaction will not participate in the review and disposition of the transaction.   During fiscal year 2013, as part of McCormick’s authorized share repurchase program, McCormick also repurchased shares of its stock from a director, and executive officers. The repurchase price per share was equal to the average of the high and low trading price of the Common Stock Non-Voting on the date of purchase. These repurchases included 13,935 shares repurchased from Kenneth A. Kelly, Jr., formerly the Company’s Senior Vice PresidentMcCORMICK & Controller, who retired effective January 1, 2014, for $1,005,898; 10,000 shares repurchased from Mark T. Timbie for $701,925, which occurred after he retired from the Company effective July 1, 2013 as President, Consumer Foods Americas & Chief Administrative Officer; and 7,367 shares repurchased from William E. Stevens for $527,698. The shares repurchased from these persons are less than two percent of the $137,311,332 in share repurchases made by the Company in fiscal 2013 under its authorized share repurchase program.COMPANY, INCORPORATED - Proxy Statement3 Back to Contents Business Ethics   McCormick’s business is conducted by its employees under the leadership of its CEO and under the oversight and direction of its Board of Directors for the purpose of enhancing the long-term value of McCormick for its stockholders. McCormick’s management and the Board of Directors believe that the creation of long-term value requires McCormick to conduct its business honestly and ethically as well as in accordance with applicable laws. McCormick has a Business Ethics Policy which was first adopted by the Board more than 2530 years ago. The Policy is reviewed annually by management and the Audit Committee of the Board and is amended as circumstances warrant. The Policy is administered by McCormick’s General Counsel under the oversight of the CEO and the Audit Committee. McCormick’s Business Ethics Policy is available on its Investor Relations website at ir.mccormick.com under “Corporate Governance,” then “Business Ethics Policy.”   The Audit Committee has established procedures for (i) employees to submit confidential and anonymous reports of suspected illegal or unethical behavior, concerns regarding questionable accounting or auditing matters, or violations of McCormick’s Business Ethics Policy, and (ii) interested persons to submit concerns regarding accounting, internal controls over financial reporting, or auditing matters. Anonymous reports by employees may be made to a confidential “hotline” service, which may be accessed by telephone.telephone or through a dedicated website. As well, concerns regarding such matters may be expressed in e-mails that may be sent to the Chair of the Audit Committee and/or in correspondence that may be sent to a post office box, to the attention of the General Counsel.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 3 Back to Contents Available Information   McCormick makes available free of charge through its website ir.mccormick.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). McCormick’s website also includes McCormick’s Corporate Governance Guidelines, Business Ethics Policy and the charters of its Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee.   DIRECTORS   Executive Sessions of the Board of Directors   Pursuant to the Company’s Corporate Governance Guidelines, the independent directors meet in regularly scheduled sessions (typically before or after each Board meeting) without the presence of management.   Communications with the Board of Directors   Stockholders and other interested parties may communicate with one or more members of the Board by writing to the Board, or to a specific director, at:   Board of Directors (or specific director) McCormick & Company, Incorporated c/o Corporate Secretary 18 Loveton Circle, Sparks, Maryland 21152   McCORMICK & COMPANY, INCORPORATED - Proxy Statement4 Back to Contents Process for Nominating Potential Director Candidates   The Nominating/Corporate Governance Committee is responsible for selecting potential candidates for Board membership and for recommending qualified candidates to the full Board for nomination. From time to time, the Committeenomination; and retains search firms to assist with the selection process.   The Committee also considers recommendations of potential candidates from stockholders. The Committee applies the same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources. Suggestions regarding potential director candidates, together with the supporting information concerning the potential candidate’s qualifications, should be submitted in writing to:   Nominating/Corporate Governance Committee McCormick & Company, Incorporated c/o Corporate Secretary 18 Loveton Circle, Sparks, Maryland 21152   McCORMICK & COMPANY, INCORPORATED-Proxy Statement 4 Back to Contents Board Membership   Selection Criteria and Qualifications for All Directors   The Nominating/Corporate Governance Committee is responsible for developing the selection criteria to be used in seeking nominees for election to the Board, within the general qualification criteria for director nominees established by the Board in McCormick’s Corporate Governance Guidelines. As well, the Committee is responsible for identifying, screening and selecting potential candidates for Board membership and for recommending qualified candidates to the full Board. The Board will consider qualified candidates recommended by the Nominating/Corporate Governance Committee for election to the Board and determine which candidates to recommend to the Company’s stockholders for election. The Board is responsible for filling vacancies on the Board as they arise.   In evaluating potential candidates, the Board considers the qualifications listed in McCormick’s Corporate Governance Guidelines, including the requirement that nominees should possess the highest personal and professional ethics, integrity and values, and the commitment to represent the long-term interests of the stockholders. Nominees are selected on the basis of their business and professional experience, qualifications, public service and availability, and will be experienced at policy-making levels in business, government, finance or accounting, higher education or other fields relevant to the Company’s global activities.   Nominees are selected to represent all stockholders rather than special interest groups or any group of stockholders. The Board does not have a formal policy with regard to diversity of Board nominees; however, McCormick’s Corporate Governance Guidelines provide that diversity of background is a consideration in selecting Board nominees, and the selection criteria established by the Nominating/Corporate Governance Committee include a preference that candidates enhance the diversity of the Board (for example, with respect to gender, race, ethnicity, and culture). Diversity is valued because the Board believes that a variety of perspectives and experiences contributes to a more enhanced decision-making process.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 5 McCORMICK & COMPANY, INCORPORATED - Proxy Statement5 Back to Contents Particular Skills Represented on the Board as a Whole   The Nominating/Corporate Governance Committee and the full Board believe a complementary mix of diverse skills, attributes, and experiences will best serve the Company and its stockholders. The director skills summary that appears below, and the related narrative for each director nominee, notes the specific experience, qualifications, attributes, and skills for each director that the Board considers important in determining that each nominee should serve on the Board in light of the Company’s business, structure, and strategic direction. The absence of a “•” for a particular skill does not mean the director in question is unable to contribute to the decision-making process in that area.   Summary of Skills of Director Nominees     Michael A. Conway John P. Bilbrey J. Michael Fitzpatrick Freeman A. Hrabowski, III Lawrence E. Kurzius Patricia Little Michael D. Mangan Maritza G. Montiel Margaret M. V. Preston Gary Rodkin Gordon M.Jacques Stetz, Jr.Tapiero William E. Stevens Jacques Tapiero Alan D. Wilson Senior executive experience (e.g., CEO, COO, CFO) at a publicly traded multinational company • •   • • •   • • • • • • • • • Consumer marketing experience, or a particular knowledge of the food industry • • • • •     •   • • • • General management experience in international operations • •   • • •   • • • • • • • • Enhances the diversity of the Board (e.g., gender, race, ethnicity, & culture) •   •   •   • •   • •   Strategic leadership at a large, complex, organization • • • • • • • • • • • • • • • High level of financial literacy   •   • • • • • • • • • • • • Governmental experience; regulatory expertise   • • •     • •   • • • • • Merger, acquisition and/or joint venture expertise   •   • • •   • •   • • • • • • Experience in aligning compensation with organizational strategy and performance • •   •   • •   • • • • • • •   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 6 McCORMICK & COMPANY, INCORPORATED - Proxy Statement6 Back to Contents Director Skills Narrative   John P. BilbreyMichael A. Conway   Mr. Bilbrey’sConway’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) general management experience in international operations, and (iv) as thea senior executive ofresponsible for a global consumer packaged foods company,business, a particular knowledge of the business, markets and customers in which McCormick operates. Mr. BilbreyConway currently serves as Executive Vice President, Licensed Stores, U.S. and Chief Executive Officer of The HersheyLatin America for Starbucks Coffee Company, which is a publicly traded multinational company. He previouslyPreviously, he served as the Executive Vice President, Global Channel Development for Starbucks from 2013 to 2016 responsible for all commercial and Chief Operating Officerbusiness strategy functions and expanding into emerging international markets. Prior to joining Starbucks, he worked at Johnson & Johnson from 2004 to 2013, serving as worldwide President of that companyMcNeil Nutritional, a division of Johnson & Johnson from 2010 to 2011;2013; and worked at the Campbell Soup Company from 1994 to 2004, serving as Vice President for the PresidentAdult Simple Meals Division of Hershey North America (from 2007 to 2010); as the President of Hershey International Commercial Group (from 2005 to 2007); and as President of Hershey International (fromCampbell Soup Company from 2003 to 2005).2004. At Starbucks, Mr. BilbreyConway is responsible for the day-to-day global operations of The Hershey Company. He has decades of consumer products marketing experience, both domesticallya Senior Officer and internationally, including past serviceExecutive Team Member with Procter & Gamble, Mission Foods,full profit and Groupe Danone. He previously lived and worked outside the United States (including the Middle East, North Africa, and Asia), for over 8 years, and his business responsibilities have taken him to over 50 countries.loss responsibility.     J. Michael Fitzpatrick   Dr. Fitzpatrick’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, (iii) a high level of financial literacy, and (iv) extensive experience in mergers and acquisitions. Dr. Fitzpatrick currently serves as a director and Chairman of Hilex Poly Co. LLC,Aurora Plastics, Inc., a privately held company. He was formerly the Chairman and President of Citadel Plastics Holdings, Inc., a privately held company, and formerly served as the President and Chief Operating Officer at Rohm and Haas, which was a public multinational company until its acquisition by Dow Chemical, where he served for over 30 years. Dr. Fitzpatrick’s international experience with Rohm and Haas included service in marketing and business management roles in Brazil and Italy, service in general and regional management positions in Mexico and the United Kingdom, and global responsibility for various Rohm and Haas businesses from 1999 to 2005. He has experience both at Citadel Plastics and at Rohm and Haas in overseeing the performance of public accountants in the preparation, auditing and evaluation of financial statements, and has served as a member of the audit committee of the board of directors of Carpenter Technology Corporation. The McCormick Board of Directors has determined that Dr. Fitzpatrick is an “audit committee financial expert” under the rules of the SEC. Service with Rohm and Haas and Citadel Plastics has involved Dr. Fitzpatrick in over 45 acquisitions, dispositions, and joint ventures.     Freeman A. Hrabowski, III   Dr. Hrabowski’s qualifications include (i) strategic leadership at a large, complex, organization, (ii) governmental experience, and (iii) consumer marketing experience. Dr. Hrabowski has served as the President of the University of Maryland, Baltimore County (UMBC) since 1992, and his strategic leadership of that organization has been widely recognized. In 2008, he was named one of America’s Best Leaders by U.S. News & World Report, which in each of the last fivesix years has ranked UMBC the number one “Up and Coming” university in the nation. In 2009, Time Magazine named him one of America’s 10 Best College Presidents, and, in 2012, named him as one of the “100 Most Influential People in the World.” His career has been devoted to education and to helping students become future leaders in science, technology, and engineering, with a special emphasis on minority and underrepresented groups. In this regard, he was named byunder former President Obama, to chairDr. Hrabowski chaired the newly created President’s Advisory Commission on Educational Excellence for African-Americans. Dr. Hrabowski’s governmental experience includes working closely with the National Institutes of Health, the National Academy of Sciences, the National Science Foundation, and the U.S. Department of Education, as well as various agencies of the State of Maryland. Dr. Hrabowski is also a nationally recognized expert on marketing and recruitment in higher education, and works extensively with colleges and universities around the nation on such matters.     Lawrence E. Kurzius Mr. Kurzius’ qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) general management experience in international operations, and (v) strategic leadership of a large, complex, organization. Mr. Kurzius serves as the Chairman (since 2017), President (since 2015) and Chief Executive Officer of McCormick (since 2016). He previously served in a variety of other roles with the Company, thereby gaining an understanding of the different aspects of the Company’s operations and the food industry. Prior to assuming his present role, Mr. Kurzius was (a) President and Chief Operating Officer (2015 to 2016) of McCormick, (b) President of the Company’s global consumer business (2013 to 2016), (c) Chief Administrative Officer of the Company (2013 to 2015), (d) President of the Company’s international business (2008 to 2013), (e) President of EMEA (2007 to 2008), (f) President of U.S. Consumer Foods (2005 to 2007), (g) Vice President and General Manager of Sales and Marketing for U.S. Consumer Foods (2005), and (h) President of Zatarain’s (2003 to 2005). Prior to joining the Company upon the acquisition of Zatarain’s by McCormick, Mr. Kurzius was the Chief Executive Officer of Zatarain’s where he worked for 12 years. Mr. Kurzius was also a marketing executive with the Quaker Oats Company and Mars Inc.’s Uncle Ben’s Company. In these various roles, Mr. Kurzius developed a broad knowledge of the Company’s markets – both domestic and foreign, and consumer and industrial – and had senior McCORMICK & COMPANY, INCORPORATED - Proxy Statement7 Back to Contents level responsibility for strategic planning and leadership with respect to these businesses. In his present role, Mr. Kurzius is responsible for the strategic leadership of the Company. He has extensive knowledge of consumer goods marketing in general, with a specific knowledge of the business, markets, and customers within the food industry in particular, and has hands-on experience in directing the day-to-day operations of our large, multi-faceted, consumer and industrial foods business. Patricia Little   Ms. Little’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, (iii) consumer marketing experience, (iv) a detailed knowledge of the food industry and (iii)(v) a high level of financial literacy. Ms. Little has over 2025 years of experience across a broad range of roles in accounting, treasury, and finance functions at both the corporate and operating levels. Ms. Little’s current service as the ExecutiveSenior Vice President & Chief Financial Officer of Kelly Services, Inc.The Hershey Company requires management of an internationally-based financial organization. Responsibilities include the oversight of internal controls and financial systems on an international basis, the identification of enterprise risks, the oversight of the performance of the organization’s public accountants in the preparation, auditing and evaluation of financial statements, and capital planning for Kelly Services.The Hershey Company. As ExecutiveSenior Vice President & Chief Financial Officer, she regularly interacts with the audit committee of the board of directors of that company. Prior to joining The Hershey Company, Ms. Little’s service at Kelly Services, Inc. as Executive Vice President & Chief Financial Officer entailed similar responsibilities as at The Hershey Company. Her position at the Ford Motor Company as its general auditor and head of global accounting included responsibilities for managing that company’s global internal and external audit function and required that Ms. Little identify and implement opportunities for cost savings and improved processes.functions. As was true of her service with the Ford Motor Company and Kelly Services, her position at Kelly ServicesThe Hershey Company requires travel to, and a detailed understanding of, her company’s international operations and the local legal and accounting requirements bearing on her area of oversight. The McCormick Board of Directors has determined that Ms. Little is an “audit committee financial expert” under the rules of the SEC.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 7 Back to Contents   Michael D. Mangan   Mr. Mangan’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a high level of financial literacy, and (iv) general management experience in international operations. Mr. Mangan served as the President of the Worldwide Power Tools and Accessories (WPTA) group of The Black & Decker Corporation until its acquisition in 2010 by The Stanley Works. In that role he provided strategic leadership of the WPTA group, and had oversight over the consumer marketing activities of that group in the international consumer marketplace. Service as President of the WPTA group, and past service as the Chief Financial Officer of The Black & Decker Corporation, broadened Mr. Mangan’s international experience and provided an in-depth understanding of the company’s key international markets. Service as the Chief Financial Officer of The Black & Decker Corporation, and prior service as the Executive Vice President & Chief Financial Officer of The Ryland Group, Inc., included responsibilities for overseeing the performance of those companies’ public accountants in the preparation, auditing and evaluation of financial statements, business planning, corporate finance and investments, internal controls, and information systems. Although he no longer serves as a member of the Audit Committee, the McCormick Board of Directors has determined that Mr. Mangan meets the standards of an “audit committee financial expert” under the rules of the SEC.   Maritza G. Montiel Ms. Montiel’s qualifications include (i) strategic leadership at a large, complex, organization, (ii) governmental experience, (iii) a high level of financial literacy, and (iv) experience in developing effective governance and shared responsibility models. Ms. Montiel served for more than 40 years at Deloitte LLP before retiring in June 2014. Her most recent appointment was as Deputy Chief Executive Officer and Vice Chairman of the firm’s U.S. business. As Deputy CEO, Ms. Montiel led a variety of strategic initiatives including the transformation of the $1.4 billion Federal Government Services Practice. She was also a member of the Deloitte Touche Tohmatsu Limited Global Board of Directors. Prior to her most recent role with Deloitte, Ms. Montiel served as Regional Managing Partner for the Southwest Region in which she led the organization through significant growth, from $600 million in revenue and a 1,800 member team to over $2 billion in revenue and a team of 9,000. Ms. Montiel was also the Managing Partner responsible for Leadership Development & Succession, as well as Deloitte University where she developed and implemented a $350 million strategic initiative aimed at transforming Deloitte’s professional development curriculum and training the next generation of leaders.   Margaret M.V. Preston   Ms. Preston’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex, organization, (iii) a high level of financial literacy, and (iv) experience in mergers and acquisitions. Ms. Preston’s past service as the Global Chief Financial Officer of Deutsche Bank, Private Wealth Management and her current service as a Managing Director and Regional Executive of US Trust, Bank of America Private Wealth Management, and her current service as a Managing Director of TD Bank Private Wealth Management has afforded to Ms. Preston the opportunity to provide financial oversight and strategic leadership and direction to those organizations. As Treasurer of Alex. Brown Incorporated, Ms. Preston provided direction in the development of a collateral management system for margin loan management, and her role at US Trust includesincluded responsibility for the management of compliance and risk at the Private Wealth Management group for over $20 billion of assets under management at that organization. Ms. Preston has a well-developed experience in mergers and acquisitions, and the integration of acquired businesses, in consequence of her work, first at Alex. Brown as a Merger & Acquisition Manager, and subsequent work on the integration of the Bankers Trust Company and Alex. Brown businesses into Deutsche Bank, and the integration of Merrill Lynch operations into the Bank of America Private Wealth Management platform.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement8 Back to Contents   Gordon M. Stetz, Jr.Gary Rodkin   Mr. Stetz’sRodkin’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iii)(iv) strategic leadership of a large, complex, organization, (iv) a high level of financial literacy, and (v) extensive experience in mergers and acquisitions. Mr. Stetz servesRodkin is a seasoned and successful former Chief Executive Officer who has led major consumer products goods businesses and companies. Most recently, Mr. Rodkin served as the Executive Vice President and Chief Financial Officer of the Company. In that role, Mr. Stetz has oversight responsibility for all aspects of the finance function, including financial reporting, accounting, internal controls and financial systems, the identification of enterprise risks, capital planning, and the performance of the organization’s public accountants. He has also served in a variety of other roles within the Company, thereby gaining an understanding of the different facets of the Company’s operations and the food industry generally. Prior to assuming his present duties, Mr. Stetz was (a) Vice President–Acquisitions and Financial Planning (1998 to 2002), (b) Vice President – Finance and Administration at the Company’s U.S. Consumer Products Division (2002 to 2005), and (c) Chief Financial Officer & Vice President–Finance for the Europe, Middle East, and Africa region (2005 to 2007). In these various roles, Mr. Stetz developed a broad knowledge of the Company’s business, markets and customers – both in the United States and internationally. William E. Stevens Mr. Stevens’ qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) a high level of financial literacy, (iii) strategic leadership in a large, complex, organization, and (iv) experience in aligning executive compensation with organizational strategy and performance. Mr. Stevens’ business experience includes service as the President and Chief Operating Officer of Chromalloy American Corporation (1982 – 1985); Executive Vice President and Chief Financial Officer of The Black & Decker Corporation (1986 to 1988); President and Chief Executive Officer of United Industries Corp. (1989ConAgra Foods, Inc. from 2005 to 1996); and service with private equity investment firms, including BBI Group2015, where he hastransformed ConAgra from a holding company into one unified business with a balanced portfolio of consumer, commercial and private-brand businesses and strong operating capabilities. Prior to joining ConAgra, Mr. Rodkin served as Chairman from 2000 to the present time. In these roles, he has had a broad exposure to international businesses, consumer products marketing, strategy formulation and implementation, and strategic restructuring turnarounds. At The Black & Decker Corporation, he provided financial oversight, and was responsible for financial reporting and the development and maintenance of internal controls. His experience in aligning executive compensation and incentives with organizational strategy and performance has been further refined through his service as ChairChief Executive Officer of the Compensation CommitteeBeverages and Food division at PepsiCo, Inc., where he was accountable for two lines of business, PepsiCo Beverages North America and Quaker Foods North America. Previously, Mr. Rodkin spent sixteen years with General Mills, Inc. in a variety of management roles. Mr. Rodkin currently serves on the board of Simon Property Group, Inc., an equity real estate investment trust, as well as on the non-profit boards of Feeding America, a hunger-relief charity, and as the Vice Chairman of the Board of DirectorsOverseers for Rutgers University. Mr. Rodkin is a Fellow of Executive Education at McCormick,Harvard Business School, and as a former member of the compensation committee of the board of directorsan Executive in Residence at The Earthgrains Company.Rutgers University.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 8 Back to Contents   Jacques Tapiero   Mr. Tapiero’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, and (iii) strategic leadership at a large, complex, organization. Mr. Tapiero served as Senior Vice President and President, Emerging Markets of Eli Lilly and Company, the Indianapolis, Indiana-based global pharmaceutical company, from 2009 until his retirement from that company on January 31, 2014, after 31 years of service. He was also a member of the Executive Committee of Eli Lilly. The Emerging Markets Business Unit focused on many of the world’sorganization’s fastest growing markets, such as China, Russia, Brazil, Mexico, South Korea and Turkey, and Mr. Tapiero was responsible for Lilly’s business in more than 70 countries. Prior to becoming President, Emerging Markets, Mr. Tapiero held the position of President of the Intercontinental Region for Lilly, with operations in Asia, Australia, Africa, the Middle East, Canada, Latin America and Russia (2004 to 2009). He also served as President and General Manager of Lilly France (2000 to 2004); President and General Manager of Eli Lilly do Brasil Ltd (1995 to 1999); and Managing Director of Lilly Sweden (1993 to 1995). Mr. Tapiero joined Lilly in 1983 as a financial analyst, and held several financial management, sales and marketing management positions in the United States, Switzerland and France. Mr. Tapiero is a senior advisor to McKinsey and Company Pharmaceuticals and Medical Products practice, and a director of Esteve – Spain (a private chemical and pharmaceuticals group). He is also a member of the Thunderbird Global Council, a council of leading business executives who advise Thunderbird, the School of Global Management, a leader in global business education. The McCormick Board of Directors has determined that Mr. Tapiero is an “audit committee financial expert” under the rules of the SEC.Executive Leadership Council.     Alan D. Wilson   Mr. Wilson’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) general management experience in international operations, and (v) strategic leadership of a large, complex, organization. Mr. Wilson serves as a director on the Chairman (since 2009), President (since 2007), and ChiefCompany’s Board. Previously, he served as the Executive Officer (since 2008) of McCormick. He has also served in a variety of other roles with the Company, thereby gaining an understandingChairman of the different aspects of the Company’s operations and the food industry. PriorBoard from 2016 to assumingJanuary 31, 2017. In his present duties,role as Executive Chairman, Mr. Wilson was (a) responsible for the Company’s supply chain (1993 to 1996), (b) President of the Company’s Tubed Products’ plastic tubes business (1996 to 1998), which was sold in 2003, (c) President of the McCormick Canada consumer and industrial products business (from 1998 to 2001), (d) Vice President and General Manager – Sales & Marketing of the Company’s U.S. Consumer Products Division (from 2001 to 2003), (e) President of the Company’s U.S. Consumer Foods group (2003 to 2005), and (f) President of the Company’s North American Consumer Foods group and Supply Chain (from 2005 to 2006). Prior to joining McCormick, Mr. Wilson worked for nine years at Procter & Gamble. In these various roles, Mr. Wilson developed a broad knowledge of the Company’s markets – both domestic and foreign, and consumer and industrial - and had senior level responsibility for strategic planning and leadership with respect to these businesses. In his present role, Mr. Wilson is responsible for the strategic leadership of the Company.Company and for coordination with the Company’s Board of Directors, both in cooperation with the Company’s President and CEO. He has extensive knowledge of consumer goods marketing in general, with a specific knowledge of the business, markets, and customers within the food industry in particular, and has hands-on experience in directing the day-to-day operations of our large, multi-faceted, consumer and industrial foods business. He previously served as the Chairman (2009 to 2016), President (2007 to 2015), and Chief Executive Officer (2008 to 2016) of McCormick. He has also served in a variety of other roles with the Company, thereby gaining an understanding of the different aspects of the Company’s operations and the food industry. Prior roles include (a) President of the Company’s North American Consumer Foods group and Supply Chain (2005 to 2006), (b) President of the Company’s U.S. Consumer Foods group (2003 to 2005), (c) Vice President and General Manager – Sales & Marketing of the Company’s U.S. Consumer Products Division (2001 to 2003), (d) President of the McCormick Canada consumer and industrial products business (1998 to 2001), (e) President of the Company’s Tubed Products’ plastic tubes business (1996 to 1998), which was sold in 2003, and (f) responsibility for the Company’s supply chain (1993 to 1996). Prior to joining McCormick, Mr. Wilson worked for nine years at Procter & Gamble. In these various roles, Mr. Wilson developed a broad knowledge of the Company’s markets – both domestic and foreign, and consumer and industrial – and had senior level responsibility for strategic planning and leadership with respect to these businesses.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 9 McCORMICK & COMPANY, INCORPORATED - Proxy Statement 9 Back to Contents Board Leadership   The Company’s Board is led by ourWhile McCormick has historically combined the roles of chairman and chief executive officer, we combine or separate the roles based on the needs of the Company and its shareholders at any particular time. Most recently, the Company recombined the roles after a transition in corporate leadership with Mr. Kurzius now serving as Chairman, Alan D. Wilson, who is also thePresident and Chief Executive Officer. The Board of Directors believes that the Company is and has been well served by this combined structure. Such aThis structure acts asprovides a bridge between management and the Board, thus helping to ensure that both act with commonality of purpose with efficient communication between them. The Board believes that the CEO is best able to bring key business issues and stockholder interests to the Board’s attention, given his in-depth understanding of the Company. As well, the combinedthis structure helps ensure accountability for the actions and strategic direction of the Company. Combining the roles alsoCompany, and ensures that the Company presents its message and strategy to stockholders, employees and customers with a unified voice.   The Board also has appointedthe position of Lead Director who provides additional independent oversight of senior management and board matters in our current structure where the Chairman is not an independent director. The selection of a Lead Director.lead director is meant to facilitate, and not to inhibit, communication among the directors or between any of them and the Chairman and CEO. Accordingly, directors are encouraged to continue to communicate among themselves and directly with the Chairman and CEO. The independent directors, meeting in executive session in November 2009, selected Michael D. Mangan to serve as the Lead Director, and he continues to act in that role. The duties of the Lead Director are to (i) preside at executive sessions of the Board, and brief the Chairman and CEO, as needed, following such sessions; (ii) preside at meetings of the Board where the Chairman is not present; (iii) call meetings of the independent directors; (iv) provide input on Board agendas and meeting schedules; (v) provide feedback to the Chairman and CEO on the quality of information received from management; and (vi) participate with the Chairman and CEO, and the Nominating/Corporate Governance Committee in interviewing Board candidates. The Lead Director position has a two-year termterm. In November 2015, the Board determined that Mr. Mangan (subject to being re-electedhis re-election to the Board of Directors by the stockholders). In November 2013, the Board determined that Mr. Mangan would continue as Lead Director for an additional two year term, beginning in November 2013.2015.   The Board believes that the combined Chairman and CEO structure, coupled with an independent Lead Director, the use of regular executive sessions of the non-management Directors, and the substantial majority of independent directors comprising the Board, allows the Board to maintain effective oversight of the Company.   Board Committees   The Board of Directors has appointed the following Board Committees:   Audit Committee   The Charter of the Audit Committee provides that the Committee is to assist the Board of Directors in fulfilling its oversight responsibility relating to:   • the integrity of McCormick’s financial statements, the financial reporting process, and the systems of internal accounting and financial controls;     • the performance of McCormick’s internal audit function;     • the appointment, engagement and performance of McCormick’s independent registered public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications and independence;     • compliance with McCormick’s business ethics and confidential information policies and legal and regulatory requirements, including McCormick’s disclosure controls and procedures; and     • the evaluation of enterprise risk management process issues.   In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between the Committee, the independent registered public accounting firm, the internal auditors, and management of McCormick and to resolve any disagreements between management and the independent registered public accounting firm regarding financial reporting. The Committee also performs other duties and responsibilities set forth in a written Charter approved by the Board of Directors. The Charter of the Audit Committee is available on McCormick’s Investor Relations website at ir.mccormick.com under “Corporate Governance,” then “Board Committees – Descriptions & Charters.Committees.”   The Nominating/Corporate Governance Committee and the Board of Directors have determined that all members of the Audit Committee satisfy the independence requirements of the NYSE’s Listing Standards, the rules of the SEC, and McCormick’s Corporate Governance Guidelines. No member of the Audit Committee serves on the audit committees of more than three public companies. The Board of Directors has also determined that all committee members qualifyat least one member qualifies as an “audit committee financial experts”expert” under SEC rules.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 10 Back to Contents Compensation Committee   The Compensation Committee has the following principal duties and responsibilities:   review McCormick’s executive compensation programs to ensure that they (i) effectively motivate the CEO and other executive officers to achieve our financial goals and strategic objectives; (ii) properly align the interests of these employees with the long-term interests of our stockholders; and (iii) are sufficiently competitive to attract and retain the executive resources necessary for the successful management of our businesses; McCORMICK & COMPANY, INCORPORATED -Proxy Statement• 10review McCormick’s executive compensation programs to ensure that they (i) effectively motivate the CEO and other executive officers to achieve our financial goals and strategic objectives; (ii) properly align the interests of these employees with the long-term interests of our stockholders; and (iii) are sufficiently competitive to attract and retain the executive resources necessary for the successful management of our businesses; Back to Contents • review trends in executive compensation, oversee the development of new compensation plans (including performance-based, equity-based, and other incentive programs, as well as salary, bonus and deferred compensation arrangements) and, when appropriate, make recommendations to the Board regarding revisions to existing plans and/or approve revisions to such plans;     • annually review and approve corporate goals and objectives relevant to McCormick’s CEO and other executive officers, evaluate the performance of such individuals against those goals and objectives, and approve the compensation for such individuals;     • annually evaluate the relationship between the Company’s overall compensation policies and practices and risk;     • annually evaluate the compensation of the members of the Board of Directors; and     • review McCormick’s management succession plan for the CEO and other executive officers.   These duties and responsibilities are set forth in a written Charter approved by the Board of Directors which is available on McCormick’s Investor Relations website at ir.mccormick.com under “Corporate Governance,” then “Board Committees – Descriptions & Charters.Committees.”   Pursuant to its Charter, the Committee has the authority to delegate certain of its responsibilities to a subcommittee; however, to date no such delegation has been made. The Committee has the authority to administer McCormick’s equity plans for the CEO and other executive officers. The Committee is responsible for all determinations with respect to participation, the form, amount and timing of any awards to be granted to any such participants, and the payment of any such awards.   All members of the Committee qualify as independent directors under McCormick’s Corporate Governance Guidelines and the NYSE’s Listing Standards, and as “non-employee directors” and “outside directors” for the purposes set forth in the Committee’s Charter.   Nominating/Corporate Governance Committee   The Nominating/Corporate Governance Committee assists the Board by:   • developing and implementing corporate governance guidelines;     • establishing criteria for the selection of nominees for election to the Board, and identifying and recommending qualified individuals to serve as members of the Board;     • evaluating and making recommendations regarding the size and composition of the Board and its Committees (including making determinations concerning the composition of the Board and its Committees under the applicable requirements of the SEC and the NYSE); and     • monitoring a process to assess the effectiveness of the Board and its Committees.   The Committee is also responsible for performing other duties and responsibilities set forth in a written Charter approved by the Board of Directors. The Charter of the Committee and McCormick’s Corporate Governance Guidelines are available on McCormick’s Investor Relations website at ir.mccormick.com under “Corporate Governance,” then “Board Committees—Descriptions & Charters.Committees.”   All members of the Committee qualify as independent directors under McCormick’s Corporate Governance Guidelines and the NYSE Listing Standards.   Committee Membership and Meetings   The table below shows the current members of each of the Committees and the number of meetings held by each Committee in fiscal 2013.2016.   Name   Audit   Compensation   Nominating/ Corporate Governance   John P. Bilbrey       •       J. Michael Fitzpatrick   •           Freeman A. Hrabowski, III           Chair   Patricia Little(2)   Chair           Michael D. Mangan(1)(2)       •   •   Margaret M.V. Preston           •   George A. Roche       •       William E. Stevens       Chair       Jacques Tapiero   •           Number of Committee Meetings Held in Fiscal 2013   9   7   4               Nominating/ Name   Audit   Compensation   Corporate Governance Michael A. Conway   •         J. Michael Fitzpatrick   •         Freeman A. Hrabowski, III           Chair Patricia Little   Chair         Michael D. Mangan(1)       Chair   • Maritza G. Montiel       •     Margaret M.V. Preston           • Gary Rodkin           • Jacques Tapiero       •     Number of Committee Meetings Held in Fiscal 2016   8   7   4 (1) Lead Director. (2) Effective as of the date of the 2013 Annual Meeting of Stockholders, Ms. Little became Chair of the Audit Committee. Effective the same date, Mr. Mangan became a member of the Compensation Committee and remained a member of the Nominating/Corporate Governance Committee, but ceased to be a member of the Audit Committee.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 11 McCORMICK & COMPANY, INCORPORATED - Proxy Statement 11 Back to Contents Director Attendance at Meetings   During fiscal 2013,2016, there were six regular meetings, and one special meeting, of the Board. Each incumbent director attended at least 75% of the total number of meetings of the Board and each of the Board Committees on which he or she served. Mr. Rodkin, who was elected to the Board effective January 24, 2017, attended at least 75% of the Board and Nominating/Corporate Governance Committee meetings following his election to the Board.   Each year, the Board of Directors meets on the same day as the Annual Meeting of Stockholders. Although there is no policy requiring Board members to attend the Annual Meeting of Stockholders, all Board members are encouraged to attend and typically do so. All Board members attended last year’s Annual Meeting of Stockholders.   Risk Oversight   The Board oversees the Company’s risk management and risk mitigation processes at both the full Board and Board Committee levels. Senior management of the Company is responsible for the day-to-day management of the risks facing the Company.   Board of Directors   The full Board assesses the Company’s strategic direction and operational risks throughout the year. In addition, management annually provides the Board with an enterprise risk management (“ERM”) review of the strategic risk issues and major trends that may impact business functions and the Company’s overall risk profile, with recommendations for responsive action on ERM issues as needed. These plans and related risks are monitored throughout the year as part of the regular financial and performance reports given to the Board and Board Committees by management.   In addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.   Audit Committee   The Board has designated the Audit Committee to take the lead in overseeing the risk management.management process. The Audit Committee makes regular reports to the Board regarding briefings by management and advisors as well as the Committee’s own analysis and conclusions regarding the adequacy of the Company’s risk management process.   Compensation Committee   The Compensation Committee considers the relationship between the Company’s compensation policies and practices for all employees and risk, including whether such policies and practices encourage imprudent risk taking, and/or would be reasonably likely to have a material adverse effect on the Company. In performing its responsibilities, the Committee receives regular reports on compensation matters and trends from the Committee’s independent compensation consultant. In 2013,2016, the Compensation Committee evaluated the current risk profile of our executive and broad-based compensation programs, as discussed below in “Performance-Based Compensation and Risk.” Additionally, the Compensation Committee reviewed the Company’s incentive plans (executive and broad-based) to determine if any practices might encourage excessive risk taking on the part of senior executives. The Committee noted features of the Company’s incentive plans (executive and broad-based) that mitigate risk, including the use of multiple measures in our annual and long-term incentive plans, Compensation Committee discretion in payment of incentives in the executive plans, use of various types of long-term incentives, payment caps, significant stock ownership guidelines, and our clawback policy. In light of these analyses, the Compensation Committee believes that the Company’s compensation programs (executive and broad-based) provide multiple and effective safeguards to protect against undue risk.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 12 McCORMICK & COMPANY, INCORPORATED - Proxy Statement12 Back to Contents Nominating/Corporate Governance Committee   The Nominating/Corporate Governance Committee oversees risks related to corporate governance and Board composition. The Committee establishes criteria (for approval of the Board) for the selection of nominees for election to the Board, and reviews, evaluates and makes recommendations to the Board about its Committee structure and operations to ensure a commitment to effective governance.   Other Directorships   Certain individuals nominated for election to the Board of Directors hold, or have held in the past five years, directorships in other public companies:   Name   Current   2013   2012   2011   2010   2009 John P. Bilbrey   The Hershey Company   The Hershey Company   The Hershey Company   The Hershey Company   —   — J. Michael Fitzpatrick   —   —   —   —   SPX Corporation   SPX Corporation Freeman A. Hrabowski, III   T. Rowe Price Group, Inc.   T. Rowe Price Group, Inc.   Constellation Energy Group, Inc.   Constellation Energy Group, Inc.   Constellation Energy Group, Inc.   Constellation Energy Group, Inc. Patricia Little   —   —   —   —   —   — Michael D. Mangan   —   —   —   —   —   — Margaret M.V. Preston   —   —   —   —   —   — Gordon M. Stetz, Jr.   —   —   —   —   —   — William E. Stevens   —   —   MEMC Electronic Materials, Inc.   MEMC Electronic Materials, Inc.   MEMC Electronic Materials, Inc.   MEMC Electronic Materials, Inc. Jacques Tapiero   —   —   —   —   —   — Alan D. Wilson   MeadWestvaco Corporation   MeadWestvaco Corporation   MeadWestvaco Corporation   MeadWestvaco Corporation   —   — Name   Current   2016   2015   2014   2013   2012 Michael A. Conway   —   —   —   —   —   — J. Michael Fitzpatrick   Ingevity Corp.   Ingevity Corp.   —   —   —   — Freeman A. Hrabowski, III   T. Rowe Price Group, Inc.   T. Rowe Price Group, Inc.   T. Rowe Price Group, Inc.   T. Rowe Price Group, Inc.   T. Rowe Price Group, Inc.   Constellation Energy Group, Inc. Lawrence E. Kurzius   —   —   —   —   —   — Patricia Little   —   —   —   —   —   — Michael D. Mangan   Nutrisystem, Inc.   Nutrisystem, Inc.   Nutrisystem, Inc.   —   —   — Maritza G. Montiel   • AptarGroup, Inc.   • AptarGroup, Inc.   • AptarGroup, Inc.   —   —   —   • Royal Caribbean Cruises Ltd.   • Royal Caribbean Cruises Ltd.   • Royal Caribbean Cruises Ltd.                   Margaret M.V. Preston   —   —   —   —   —   — Gary Rodkin   Simon Property Group, Inc.   • Simon Property Group, Inc.   • Simon Property Group, Inc.   • Avon Products, Inc.   • Avon Products, Inc.   • Avon Products, Inc.           • Avon Products, Inc.   • Avon Products, Inc.   • ConAgra   • ConAgra   • ConAgra                 • ConAgra Foods, Inc.     Foods, Inc.     Foods, Inc.     Foods, Inc. Jacques Tapiero   —   —   —   —   —   — Alan D. Wilson   • WestRock Company   • WestRock Company   • WestRock Company   MeadWestvaco Corporation   MeadWestvaco Corporation   MeadWestvaco Corporation     • T. Rowe Price Group, Inc.   • T. Rowe Price Group, Inc.   • T. Rowe Price Group, Inc.                     Stock Ownership and Service on Other Boards   It is expected that each non-management director will acquire, within five years after his or her election to the Board, a number of shares having a value at least equal to four times the annual retainer paid to such member for service on the Board. The annual retainer was $70,000$90,000 during 2013.2016. The annual retainer is paid in quarterly installments with the first quarterly installment upon election to the Board being paid in Common Stock to assist in meeting the Company’s stock ownership expectations (subsequent quarterly payments are paid in cash). Such ownership must thereafter be maintained while serving on the Board.   No director of the Company may serve on the boards of more than four other publicly traded companies while also serving on McCormick’s Board.   All nominees are currently in compliance with these Board membership requirements.requirements, with the exception of Ms. Montiel, Mr. Conway and Mr. Rodkin with respect to the stock ownership requirement. Ms. Montiel and Mr. Conway joined the Board in 2015 and have until 2020 to meet the stock ownership requirement, while Mr. Rodkin joined the Board in 2017 and has until 2022.   Compensation Committee Interlocks and Insider Participation   No member of the Compensation Committee is, or during fiscal 20132016 was, an officer or an employee of McCormick or any of its subsidiaries, and no Committee member has any interlocking relationship with McCormick which is required to be reported under applicable rules and regulations of the SEC. For a discussion of insider participation in certain transactions, see “Procedure Regarding Transactions with a Related Person” above.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 13 McCORMICK & COMPANY, INCORPORATED - Proxy Statement13 Back to Contents Compensation of Directors*   The following table sets forth the compensation earned by the non-management directors for services rendered during the fiscal year ended November 30, 2013:2016:     Fees Earned   Stock   Option       Fees Earned or Paid in Cash   Stock Awards   Option Awards   Total   or Paid in Cash   Awards   Awards   Total Name   ($)(1)   ($)(2)(3)   ($)(2)   ($)   ($)(1)   ($)(2)(3)   ($)(2)   ($) John P. Bilbrey   79,000   98,111   47,350   224,461 James T. Brady(4)     34,333       0       0       34,333 Michael A. Conway   90,000   100,082   87,500   277,582 J. Michael Fitzpatrick     83,500       98,111       47,350       228,961   90,000   100,082   87,500   277,582 Freeman A. Hrabowski, III     91,000       98,111       47,350       236,461   105,000   100,082   87,500   292,582 Patricia Little     94,750       98,111       47,350       240,211   105,000   100,082   87,500   292,582 Michael D. Mangan     101,500       98,111       47,350       246,961   120,000   100,082   87,500   307,582 Maritza G. Montiel   90,000   100,082   87,500   277,582 Margaret M.V. Preston     76,000       98,111       47,350       221,461   90,000   100,082   87,500   277,582 George A. Roche     79,000       98,111       47,350       224,461 William E. Stevens     94,000       98,111       47,350       239,461 Gary Rodkin(4)   —   —   —   — Jacques Tapiero     83,500       98,111       47,350       228,961   90,000   100,082   87,500   277,582 * Alan D. Wilson,Lawrence E. Kurzius, Chairman, President & Chief Executive Officer, and Alan D. Wilson, Former Executive Chairman of the Board, are members, and Gordon M. Stetz, Jr., Former Executive Vice President & Chief Financial Officer, are memberswas a member of the Board of Directors and are or were also executive officers of the Company. Mr. Wilson’sCompany during fiscal 2016. Messrs. Kurzius, Wilson and Mr. Stetz’s compensation for fiscal 2016 is set forth below under “Compensation of Executive Officers.” (1) (1) Amounts shown include fees deferred at the election of the director as follows: Dr. Hrabowski – $91,000;$105,000; and Mr. Bilbrey – $79,000; and Jacques Tapiero – $83,500.$90,000. (2) (2) Amounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for each director. Awards include grants of RSUs (Stock Awards) and stock options (Option Awards) under the 2013 Omnibus Incentive Plan. For a discussion of the assumptions used in determining these values, see Note 1011 to our 2013 audited2016 financial statements. (3) (3) Amounts shown include RSUs granted in 20132016 and deferred at the election of the following directors:director: Dr. Hrabowski and Mr. Tapiero.Hrabowski. (4) (4) As previously disclosed, Mr. Brady servedRodkin did not earn any compensation as a non-management director in fiscal 2016 as he did not become a member of the Board of Directors until the Company’s 2013 Annual Meeting of Stockholders when he was not nominated for re-election in accordance with the Company’s Governance Guidelines.January 24, 2017.   Options and RSUs   The following chart sets forth the number of exercisable and unexercisable options (exercisable for Common Stock and Common Stock Non-Voting, as indicated) and unvested RSUs held by each non-management director that served during fiscal 2013,2016, as of November 30, 2013:2016:     Exercisable Options   Unexercisable Options   Unvested RSUs   Exercisable Options   Unexercisable Options   Unvested RSUs       Common Stock       Common Stock       Common Stock Name   Common Stock   Common Stock Non-Voting   Common Stock   Common Stock Non-Voting   Common Stock   Common Stock Non-Voting   Common Stock   Non-Voting   Common Stock   Non-Voting   Common Stock   Non-Voting John P. Bilbrey   26,250   8,750   5,000   -   1,397   - James T. Brady   25,000   10,000   -   -   -   - Michael A. Conway   5,000   0   5,000   0   1,020   0 J. Michael Fitzpatrick   26,250   8,750   5,000   -   1,397   -   25,000   0   5,000   0   1,020   0 Freeman A. Hrabowski, III   31,250   13,750   5,000   -   1,397   -   38,750   6,250   5,000   0   1,020   0 Patricia Little   13,750   1,250   5,000   -   1,397   -   25,000   1,250   5,000   0   1,020   0 Michael D. Mangan   23,750   6,250   5,000   -   1,397   -   38,750   6,250   5,000   0   1,020   0 Maritza G. Montiel   5,000   0   5,000   0   1,020   0 Margaret M.V. Preston   31,250   13,750   5,000   -   1,397   -   38,750   6,250   5,000   0   1,020   0 George A. Roche   23,750   6,250   5,000   -   1,397   - William E. Stevens   20,000   5,000   5,000   -   1,397   - Gary Rodkin(1)   —   —   —   —   —   — Jacques Tapiero   2,500   -   5,000   -   1,397   -   17,500   0   5,000   0   1,020   0 (1) Mr. Rodkin does not have any exercisable or unexercisable options or unvested RSUs for services rendered during fiscal 2016 as he did not become a member of the Board of Directors until January 24, 2017.   Narrative to the Director Compensation Tables   Directors who are employees of McCormick (Mr. Wilson and Mr. Stetz) do not receive any fees for their service as a director. Messrs. Kurzius, Wilson and Stetz were employees of the Company during fiscal 2016.   The cash components of non-management director compensation are: (i) an annual retainer of $70,000,$90,000, paid in equal quarterly installments (the first quarterly installment upon election to the Board is paid in Common Stock; subsequent quarterly payments are paid in cash), and (ii) for a meeting fee of $1,500 for each Board Committee meeting attended, and (iii) for directorsdirector who serveserves as the Lead Director and/or as a Board Committee chairs,chair, an additional annual retainer of $15,000 in cash (paid in equal quarterly installments).   Pursuant to the 2013 Omnibus Incentive Plan,In addition, non-management directors receivereceived an annual option grant of 5,000 shares of common stock.stock under the 2013 Omnibus Incentive Plan. The shares subject to these options vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. Non-management directors also receivereceived an annual RSU grant equal in McCORMICK & COMPANY, INCORPORATED - Proxy Statement14 Back to Contents whole shares approximating the value toof $100,000. The RSUs vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. All outstanding stock options and RSUs granted become fully exercisable and all outstanding RSUs vest in the event of disability or death of the participant, or a change in control of McCormick.McCormick, while the director is serving on the Board.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 14 Back to Contents Directors are eligible to participate in the McCormick Deferred Compensation Plan. Pursuant to this plan, directors may elect to defer anywhere from 10% to 100% of their cash Board fees. McCormick makes no contributions to the Deferred Compensation Plan. For all plan participants, including directors, the deferred amounts are recorded in a notional deferred compensation account and change in value based upon the gains and losses of benchmark fund alternatives (one of which istracks the performance of McCormick stock). selected by the participant. Plan participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants subject to Section 16 of the Exchange Act). Director participants may elect the deferred amounts plus earnings to be distributed either six months following retirement from the Board or on an interim distribution date. Distributions upon a director’s retirement from the Board are paid in either a lump-sum or in 5 year, 10 year, 15 year or 20 year installments, based on the director’s distribution election made at the time of the deferral.election. Interim distributions are paid on a lump-sum basis and the distribution date must be at least four years from the date of the deferral election. If a director leaves the Board prior to the interim distribution date, then his or her plan balance will be paid as either a lump sum distribution or as indicated in the retirement distribution election. Participants may make a change to their distribution election subject to the requirements of the plan and Section 409A of the Internal Revenue Code of 1986, as amended. Amounts deferred under the Deferred Compensation Plan are held in a “rabbi” trust and remain subject to the claims of McCormick’s creditors until they are paid.   Prior to the grant of RSUs, directors may elect to defer receipt of the underlying common stock upon vesting. If the director so elects, the director will not be considered the owner of the underlying common stock and will not receive voting rights or dividends on the stock until the deferral period expires, which is a date specified by the director or six months after the director’s departure from the Board. At the expiration of the deferral period, the director becomes the owner of the underlying common stock.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 15 McCORMICK & COMPANY, INCORPORATED - Proxy Statement15 Back to Contents PROPOSAL 1 ELECTION OF DIRECTORS   Director Nominees   The persons listed in the following table have been nominated by the Board for election as directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. All nominees currently serve as directors. Management has no reason to believe that any of the nominees will be unavailable for election. In the event a nominee is unable to serve on the Board, or will not serve for good cause, the proxy holders will have discretionary authority for the election of any person to the office of such nominee. Alternatively, the Board may elect to reduce the size of the Board. Gary Rodkin joined the Board in January 2017 and is standing for election for the first time. Mr. Rodkin was identified as a potential director by a third party search firm.   The following table shows the names and ages of all nominees, the principal occupation and business experience of each nominee during the last five years, the year in which each nominee was first elected to the Board, and, as of the Record Date (except for Gary Rodkin’s ownership, which is as of the date he was elected to the Board), the amount of McCormick stock beneficially owned by each nominee, and the directors and executive officers of McCormick as a group, and the nature of such ownership. Except as shown in the table or footnotes, no nominee or executive officer beneficially owns more than 1% of either class of McCormick common stock.   Required Vote of Stockholders   The affirmative vote of a majority of all votes cast by holders of the shares of Common Stock present in person or by proxy at a meeting at which a quorum is present is required for the election of each nominee.   The Board of Directors recommends that stockholders vote FOR each of the nominees listed below.   Director Nominees         Amount and Nature of Beneficial Ownership(1) Name   Principal Occupation & Business Experience Common     Common Non-Voting John P. Bilbrey   President and Chief Executive Officer (2011 to present), Executive Vice President,   44,987       11,117 Age 57   Chief Operating Officer (2010 to 2011), Senior Vice President (2003 to 2010),   34,259(2)     10,867(2) Year First Elected 2005   The Hershey Company; President of Hershey North America (2007 to 2010)             J. Michael Fitzpatrick   Retired Executive (2012 to present); Chairman (2007 to 2012), Chief Executive Officer   54,581       16,454 Age 67   (2007 to 2010), Citadel Plastics Holdings, Inc.   27,750(2)       9,250(2) Year First Elected 2001                 Freeman A. Hrabowski, III   President, University of Maryland, Baltimore County (1992 to present)   71,824       32,555 Age 63       41,158(2)       15,867(2) Year First Elected 1997                 Patricia Little   Executive Vice President and Chief Financial Officer, Kelly Services, Inc. (2008 to present);   19,080       1,745 Age 53   General Auditor (2006 to 2008), Director, Global Accounting (2002 to 2008), Ford Motor   13,750(2)       1,250(2) Year First Elected 2010   Company.             Michael D. Mangan   Retired Executive (2010 to present); President, Worldwide Power Tools and Accessories,   33,658       8,367 Age 57   The Black & Decker Corporation (2008 to 2010); Senior Vice President, Chief Financial   23,750(2)       6,250(2) Year First Elected 2007   Officer, The Black & Decker Corporation (2000 to 2008)             Margaret M.V. Preston   Managing Director (2008 to present); Regional Executive (2009 to present);   51,793       16,117 Age 56   Senior Vice President (2006 to 2008); US Trust, Bank of America Private Wealth   33,484(2)       14,495(2) Year First Elected 2003   Management             Gordon M. Stetz, Jr.   Executive Vice President & Chief Financial Officer, McCormick & Company,   98,455       2,135 Age 53   Incorporated (2007 to present)   47,818(2)       0(2) Year First Elected 2011                 William E. Stevens   Chairman, BBI Group, Inc. (2000 to present)   45,378       27,400 Age 71       20,000(2)       5,000(2) Year First Elected 1988                 Amount and Nature McCORMICK & COMPANY, INCORPORATEDof Beneficial Ownership(1) -Proxy Statement Common Name 16Principal Occupation & Business Experience Common Non-Voting Michael A. Conway Age 50 Year First Elected 2015 Executive Vice President, Licensed Stores, U.S. and Latin America (2016 to present); President, Global Channel Development, Starbucks Coffee Company (2013 to 2016); President, McNeil Nutritional, a division of Johnson & Johnson (2010 to 2013) 6,480 5,000(2) 0 0(2) J. Michael Fitzpatrick Age 70 Year First Elected 2001 Retired Executive (2012 to present); Chairman (2007 to 2012), Chief Executive Officer (2007 to 2010), Citadel Plastics Holdings, Inc. 67,677 26,500(2) 12,702 500(2) Freeman A. Hrabowski, III Age 66 Year First Elected 1997 President, University of Maryland, Baltimore County (1992 to present) 88,778 52,805(2) 14,034 8,367(2) Lawrence E. Kurzius Age 58 Year First Elected 2015 Chairman, President & Chief Executive Officer (2017 to present); President & Chief Executive Officer (2016 to 2017); Chief Operating Officer & President (2015 to 2016); President – Global Consumer (2013 to 2016); President – Global Consumer & Chief Administrative Officer (2013 to 2015); President – McCormick International (2008 to 2013); McCormick & Company, Incorporated 259,683 204,506(2) (2.2%) 0 0(2) Patricia Little Age 56 Year First Elected 2010 Senior Vice President and Chief Financial Officer, The Hershey Company (2015 to present); Executive Vice President and Chief Financial Officer, Kelly Services, Inc. (2008 to 2015) 34,477 25,000(2) 1,745 1,250(2) Michael D. Mangan Age 60 Year First Elected 2007 Retired Executive (2010 to present); President, Worldwide Power Tools and Accessories, The Black & Decker Corporation (2008 to 2010); Senior Vice President, Chief Financial Officer, The Black & Decker Corporation (2000 to 2008) 52,805 38,750(2) 8,367 6,250(2) Maritza G. Montiel Age 65 Year First Elected 2015 Retired Executive (2014 to present); Deputy Chief Executive Officer & Vice Chairman (2011 to 2014) Managing Partner (2009 to 2011), Deloitte LLP 6,480 5,000(2) 0 0(2) McCORMICK & COMPANY, INCORPORATED - Proxy Statement16 Back to Contents       Amount and Nature of Beneficial Ownership(1) Name   Principal Occupation & Business Experience Common     Common Non-Voting Jacques Tapiero   Retired Executive (January 31, 2014 to present); Senior Vice President and President,   3,489       0 Age 55   Emerging Markets (2009 to 2014); President, Intercontinental Region (2004 to 2009); Eli   2,500(2)       0(2) Year First Elected 2012   Lilly and Company             Alan D. Wilson   Chairman (2009 to present); President & Chief Executive Officer (2008 to present);   547,436(3)     133,021(3) Age 56   McCormick & Company, Incorporated   339,906(2)       119,225(2) Year First Elected 2007       (4.4%)         Directors and Executive Officers as a Group (17 persons)(4)   1,688,168       316,739         938,120(2)       237,050(2)         (12.9%)         Amount and Nature of Beneficial Ownership(1) Common Name Principal Occupation & Business Experience Common Non-Voting Margaret M.V. Preston Age 59 Year First Elected 2003 Managing Director, Private Wealth Management, TD Bank (2014 to present); Managing Director US Trust, Bank of America Private Wealth Management (2008 to 2014) 68,145 40,984(2) 12,813 6,995(2) Gary Rodkin Age 64 Year First Elected 2017 Retired Executive (2015 to present); President and Chief Executive Officer, ConAgra Foods, Inc. (2005 to 2015) 240(3) 0(2) 0 0(2) Jacques Tapiero Age 58 Year First Elected 2012 Retired Executive (2014 to present); Director, Esteve – Spain (2016 to present); Senior Advisor, McKinsey & Company LLC (2014 to present); Senior Vice President and President, Emerging Markets (2009 to 2014); President, Intercontinental Region (2004 to 2009); Eli Lilly and Company 22,872 18,844(2) 1,310 0(2) Alan D. Wilson Age 59 Year First Elected 2007 Retired Executive (2017 to present); Executive Chairman of the Board (2016 to 2017); Chairman (2009 to 2016); Chief Executive Officer (2008 to 2016); President (2007 to 2015); McCormick & Company, Incorporated 1,194,332(4) 969,761(2) (9.6%) 154,328(3) 133,875(2) Directors and Executive Officers as a Group (17 persons) 2,005,787 1,564,739(2) (15.3%) 215,222 162,588(2) (1) Includes (i) shares of Common Stock and Common Stock Non-Voting beneficially owned by directors and executive officers alone or jointly with spouses, minor children, and relatives (if any) who have the same home as the director or executive officer; (ii) shares of Common Stock whichthat are beneficially owned by virtue of participation in the McCormick 401(k) Retirement Plan: Mr. Kurzius – 5,901, Mr. Wilson – 9,943, Mr. Stetz – 1,118,10,544, executive officers as a group – 29,464;16,445; and (iii) shares of Common Stock which are beneficially owned by virtue of participation in the Deferred Compensation Plan: Mr. Bilbrey – 7,504; Dr. Fitzpatrick – 7,964;8,453; Dr. Hrabowski – 10,556;11,488; Ms. Preston – 8,266;8,775; Mr. Tapiero – 236 and Mr. Wilson – 1,032.1,095. (2) Number of shares included in the above number which can be acquired within 60 days of the Record Date pursuant to the exercise of stock options and/or the vesting of RSUs.RSUs and/or shares earned under the LTPP. (3) Amount shown is as of January 24, 2017, the date Mr. Rodkin was elected to the Board, and reflects shares paid to him as his first quarterly Board retainer installment payment. (4) Includes 22,97025,579 shares of Common Stock and 6,21413,326 of Common Stock Non-Voting, respectively, held in a charitable trust for the Wilson Family Foundation.Foundation, and 22,449 shares of Common Stock held in two separate grantor retained annuity trusts. Mr. Wilson serves as a trustee of theeach trust. Also includes 16,00023,551 shares of Common Stock held in the Wilson Family Trust. (4) Includes 33,658Trust, as well as 12,436 shares of Common Stock (23,750 shares of which can be acquired within 60 days of the Record Date) and 8,3671,305 shares of Common Stock Non-Voting, (6,250respectively, held in two separate trusts for the benefit of Mr. Wilson’s children, all shares of which can be acquiredMr. Wilson may acquire voting or investment power within 60 days of the Record Date) beneficially owned by George A. Roche. Mr. Roche joined the Board of Directors in 2007. In accordance with the Company’s Corporate Governance Guidelines, he is not being nominated for re-election at the 2014 Annual Meeting of Stockholders. The Company appreciates his contributions and service.days.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement17 Back to Contents EXECUTIVE OFFICERS   Named Executive Officers   The following table shows, as of the Record Date, the names, ages and positions of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), the amount of Common Stock and Common Stock Non-Voting beneficially owned by each such executive officer, and the nature of such ownership. Except as shown in the table, no executive officer owns more than 1% of either class of McCormick common stock. Mr. WilsonKurzius and Mr. StetzWilson are also included in the director nominee table.         Amount and Nature of Beneficial Ownership(1) Name   Principal Position Common   Common Non-Voting Alan D. Wilson   Chairman, President & Chief Executive Officer 547,436   133,021 Age 56     339,906(2)   119,225(2)       (4.4%)     Gordon M. Stetz, Jr.   Executive Vice President & Chief Financial Officer 98,455   2,135 Age 53     47,818(2)   0(2) W. Geoffrey Carpenter   Vice President, General Counsel & Secretary (2008 to present) 73,457   3,136 Age 61     32,756(2)   1,462(2) Lawrence E. Kurzius   President – Global Consumer Business & Chief Administrative Officer (2013 to present); 120,188   12,243 Age 55   President – McCormick International (2008 to 2013) 78,957(2)   12,243(2) Charles T. Langmead   President – Global Industrial Business (2013 to present); President – Industrial Foods 171,889   7,062 Age 56   Americas (2011 to 2013); President – U.S. Industrial Group (2005 to 2011) 53,162(2)   7,062(2)       (1.4%)     Mark T. Timbie   Retired Executive (July 1, 2013 to present); President – Consumer Foods Americas & 140,596   15 Age 59   Chief Administrative Officer (2011 to 2013); President – North American Consumer Foods 50,600(2)   0(2)     (2007 to 2011) (1.2%)     Amount and Nature of Beneficial Ownership(1) Common Name Principal Position Common Non-Voting Lawrence E. Kurzius Age 58 Chairman, President & Chief Executive Officer 259,683 204,506(2) (2.2%) 0 0(2) Alan D. Wilson Age 59 Former Executive Chairman of the Board 1,194,332 969,761(2) (9.6%) 154,328 133,875(2) Michael R. Smith Age 52 Executive Vice President & Chief Financial Officer (2016 to present); Senior Vice President, Corporate Finance (2015 to 2016); Senior Vice President, Finance Capital Markets & Chief Financial Officer North America (2014 to 2015); Chief Financial Officer & Vice President Finance EMEA (2012 to 2014); Vice President, Treasury & Investor Relations (2011 to 2012); McCormick & Company, Inc. 59,843 46,505(2) 8,104 4,575(2) Gordon M. Stetz, Jr. Age 56 Former Executive Vice President & Chief Financial Officer (2007 to 2016) 227,397 171,099(2) (1.9%) 2,139 0(2) Brendan M. Foley Age 51 President, Global Consumer and North America (2016 to present); President, North America (2015 to 2016); President, U.S. Consumer Foods Division (2014 to 2015); McCormick & Company; President North American Zone (2013 to 2014); President U.S. Consumer Products (2012 to 2013); President, U.S. Food Service (2008 to 2012); H.J. Heinz Co. 24,047 22,861(2) 0 0(2) Jeffery D. Schwartz Age 47 Vice President, General Counsel & Secretary (2014 to present); Associate General Counsel & Assistant Secretary (2011 to 2014); Associate Counsel & Assistant Secretary (2009 to 2011); McCormick & Company, Inc. 18,023 15,863(2) 203 0(2) Malcolm Swift Age 56 President, Global Industrial and McCormick International (2016 to present); President, Global Industrial (2015 to 2016); President – EMEA and Asia Pacific (2014 to present); President – EMEA (2008 to 2014); McCormick & Company, Inc. 79,769 72,997(2) 264 0(2) (1) Includes: (i) shares of Common Stock and Common Stock Non-Voting beneficially owned by the executive officers alone or jointly with spouses, minor children and relatives (if any) who have the same home as the executive officer; (ii) shares of Common Stock which are beneficially owned by virtue of participation in the McCormick 401(k) Retirement Plan: Mr. LangmeadWilson – 15,839;10,544, Mr. Stetz – 1,186, and Mr. Kurzius – 5,901; and (iii) shares of Common Stock which are beneficially owned by virtue of participation in the Deferred Compensation Plan: Mr. LangmeadWilson – 1,493.1,095. (2) Number of shares included in the above number which can be acquired within 60 days of the Record Date pursuant to the exercise of stock options.options and/or the vesting of RSUs and/or shares earned under the LTPP.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 17 McCORMICK & COMPANY, INCORPORATED - Proxy Statement18 Back to Contents COMPENSATION OF EXECUTIVE OFFICERS   COMPENSATION DISCUSSION AND ANALYSIS   Introduction   The purpose of this Compensation Discussion and Analysis (CD&A) is to provide stockholders with a description of the material elements of McCormick’s compensation program for its executive officers, including the Named Executive Officers, for fiscal 20132016 and the policies and objectives which support the program. The compensation details are reflected in the compensation tables and accompanying narratives which follow.   The CD&A is divided into the following sections:   • Our Executive Compensation Philosophy and Practices     • Principles of McCormick’s Executive Compensation Policy     • Overview of Our Executive Compensation Program for Fiscal 20132016     • How We Determined Executive Compensation for Fiscal 20132016     • Elements of Executive Compensation     • Performance-Based Compensation and Risk   Our Executive Compensation Philosophy and Practices   The core principles of McCormick’s executive compensation program continue to be pay for performance while retaining key talent. McCormick’s compensation program is designed to align McCormick’s executive compensation with long-term stockholder interests. The framework of our executive compensation programs includes the governance features and other specific elements discussed below:   Compensation Practice   Pursued at McCormick?   Best Practice Independent Compensation Committee and Consultant   YES.McCormick’s Compensation Committee is comprised solely of independent directors. As well, the Committee’s compensation consultant, Exequity L.L.P., is (i) retained directly by the Committee; (ii) performs no consulting or other services for McCormick; and (iii) is independent and there are no conflicts of interest with regard to the work of Exequity L.L.P.   Compensation Risk Assessments   YES.The Compensation Committee’s annual review and approval of McCormick’s compensation strategy includes a review of compensation-related risk management. In this regard, the Compensation Committee annually considers the relationship between the Company’s overall compensation policies and practices for employees, including non- executivenon-executive officers, and risk, including whether such policies and practices (1)(i) encourage imprudent risk taking, and/or (2)(ii) would be reasonably likely to have a material adverse effect on the Company. The Committee believes that the Company’s compensation programs (executive and broad-based) provide multiple and effective safeguards to protect against undue risk.   Favorable Risk Assessment for Fiscal 20132016   YESYES.. Exequity L.L.P., the Compensation Committee’s independent consultant, assessed the Company’s compensation policies and practices in fiscal 20132016 and concluded that they do not motivate imprudent risk taking.   Limited Perquisites and No Tax Gross-Ups   YES.The NEO’s receive a limited number of personal benefits and the Company does not provide tax gross-ups for personal benefits, such that these benefits are fully taxable to the recipient.   Employment Agreements   NO.McCormick’s executive officers do not have employment agreements, except where legally required, and do not have guaranteed levels of compensation.   Pledging, Hedging or Speculative Trading   NONO.. Executive officers are prohibited from pledging or hedging their Company stock (see discussion above under “Corporate Governance Guidelines”) and are prohibited from engaging in short sales or equivalent transactions in McCormick stock.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 18 Back to Contents Compensation PracticeStock Ownership   Pursued at McCormick? Best Practice Share Ownership YES.To further align the long-term interests of our executives and our stockholders, our Board has established stock ownership guidelines applicable to our CEO and executive officers. As well, a portion of an executive’s incentive award under the Mid-Term Incentive ProgramLong-Term Performance Plan (if earned) is now paid in the form of stock.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement    19 Clawback Policy Back to Contents Compensation Practice   Pursued at McCormick? Best Practice Clawback Policy YES.McCormick’s 2013 Omnibus Incentive Plan (and the prior 2007 Omnibus Incentive Plan) outlines circumstances under which share-based and cash-based awards made under that plan may be forfeited, annulled, and/or reimbursed to McCormick, as described below.   Focus on Performance- Based Compensation   YES.The Compensation Committee endeavors to structure the executive compensation program so that each executive’s compensation will generally be fully deductibleis comprised of a majority of elements that are performance-based, including our annual incentive plan, Long-Term Performance Plan and stock options. We strive to maximize deductibility as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as described below.   Pay Well Aligned with Performance   YES.As part of Exequity L.L.P.’s annual analysis of pay for performance, it compares both a one-year and five-year review of McCormick’s CEO pay for performance to McCormick’s peer companies. The performance measures include total stockholder return (TSR), change in stockholder value (SV) and earnings before interest and taxes (EBIT). For fiscal 2013,2016, the independent compensation consultant concluded that, while some pay realized byelements for McCormick’s CEO fall below the competitive range due to being recently promoted into the role, the total compensation design is well aligned with performance when measured in terms of TSR, SV, and EBIT.the market.   Cap on Performance- BasedPerformance-Based Compensation   YES.There is a cap for executive officer bonus payments and mid-term incentive payments made under the annual performance-based compensation and mid-termlong-term incentive programs, and no payment is guaranteed under any incentive plans.     Principles of McCormick’s Executive Compensation Policy   McCormick’s compensation policy is based on the following principles:   • We must pay competitively – both as to the amount and type of compensation we offer – as compared to the “Market Group” companies listed below in order to attract and retain our executive talent.     • A substantial portion of each executive’s total compensation should be performance-based and dependent on the achievement of financial and other performance goals over both the short and longer term.     • The financial performance goals should be drivers of stockholder value over the short and longer term, such as sales growth, earnings per share (EPS) and total stockholder return (TSR).   The compensation for McCormick’s executive officers, including Mr. Wilson and the other Named Executive Officers, consists of the elements identified in the table below. Select Business Highlights for 2013 Top Line / Bottom Line Results Strong sales and cash flow We have grown sales more than 80% in the past decade. For the past five years, we have achieved 5% compound annual sales growth and, in 2013, generated $465 million of cash flow. Increased stockholder return McCormick’s 10-year total stockholder return has increased at a double-digit rate, out pacing the S&P 500 Stock Index and S&P 500 food group. In 2013, we returned a record $357 million of cash to our stockholders through dividends and share repurchases. Growth in new markets While we are achieving long-term growth in developed markets, we have an increasing presence in emerging markets, like China and Eastern Europe. In 2013, we funded the $142 million acquisition of Wuhan Asia Pacific Condiments, a business which increases our sales in China by more than 60%, and made other strategic capital expenditures in Eastern Europe and China. 28 years of uninterrupted dividend increases We have paid dividends every year since 1925 and have increased our dividend in each of the past 28 years, placing McCormick among the S&P 500’s Dividend Aristocrats. In 2013, our dividend reached $1.36 per share and, during the past five years, our dividends per share have risen at a compound annual rate of 9.0%. Overview of Our Executive Compensation Program for Fiscal 20132016   During fiscal 2013,2016, the primary elements of compensation earned by each of our Named Executive Officers consisted of base salary, an annual incentive cash bonus,payment, a mid-term incentive programlong-term performance plan (in the form of cash-based and equity-based incentive awards), a long-term equity incentive program, a limited number of personal benefits, and retirement benefits earned under our qualified pension planretirement plans and supplemental executive retirement plan.plan (Messrs. Kurzius, Smith, Stetz and Wilson were the active participants in 2016 of the Company’s supplemental executive retirement plan).   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 19 Back to Contents The Compensation Committee reviews and approves each element of compensation separately. If necessary, the Compensation Committee makes adjustments to individual elements of compensation to achieve the total targeted compensation that it believes is competitive with our Market Group and consistent with performance goals, all as explained below. In its deliberations, the Committee reviews “tally sheet” information for each executive officer, including the Named Executive Officers. The tally sheets are updated annually and include the elements of compensation noted above, the total estimated payments upon retirement, and the total estimated payments upon involuntary termination from McCormick.   The elements of the Executive Compensation Program described in the table below apply as stated to our US-based executive officers and it is our intent to follow our compensation principles and to provide similar benefits, where available and appropriate, to those executive officers located outside of the US. In 2016, Malcolm Swift remained based in the UK and therefore subject to country-specific differences in benefits. McCORMICK & COMPANY, INCORPORATED - Proxy Statement    20 Back to Contents OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM FOR FISCAL 20132016       Element   Objective   Key Features Annual Cash Compensation   Base Salary   Provide a competitive annual fixed level of cash compensation. • Targeted at the 50thpercentile of our Market Group.   • Represents about 30%25% of compensation mix for all Executive Officers as a group.   • Adjustments are based on individual performance, internal equity, and pay relative to the Market Group.     Annual Performance- Based Incentive Compensation   Motivate and reward executive contributions in producing annual financial results. • Total cash compensation is targeted at the 50thpercentile of the Market Group.   • Annual incentive cash payments are based on a formula that includes EPS growth and operating income growth, adjusted for working capital charges. Long-Term Incentive Programs Plan   Mid-Term Incentive ProgramLong-Term Performance Plan   Retain executives and align their compensation with the Company’s key financial goals to drive stockholder value over time. • Awards based on the achievement of cumulative growth in net sales, and relative TSR as compared to our Peer Group over the three-year performance period.   • Annual grants of three-year overlapping cycles.   • Earned awards to be delivered in combination of cash andand/or stock.     Stock OptionsLong-Term Equity Incentive Program   Retain executive officers and align their interests with the stockholders. • Total long-term incentive compensation is targeted at the 50th 50thpercentile of the Market Group’s total long-term incentive compensation.   • Equity compensation is in the form of stock options, which providesprovide value to the executive only to the extent that the stock price appreciates.   • Stock options are 10 year non-qualified options that vest 25%one third per year over the first fourthree years of the term.term, which is no longer than 10 years. Retirement Benefits   Pension Plan, & 401(k)Retirement Plan, and Defined Contribution Restoration Plan   Provide retirement income foremployees. • Tax qualified defined benefit pension plan (now closed and to be frozen December 1, 2018) in which mostmany of our US employees, including some Named Executive Officers, are eligible to participate.* • Plan formula is based on age, years of service, and cash compensation.   • The Company provides a match in the 401(k) plan of up to 4% of eligible compensation.   • For certain employees, including eligible Named Executive Officers, the Company provides a contribution in the Defined Contribution Restoration Plan of 3% of eligible compensation in excess of the IRS limits.   Supplemental Executive Retirement Plan (Defined Benefit)   Provide retirement income for eligible executives to replace a reasonable percentage of their annual pre-retirement income, and to encourage early retirement by such persons.facilitate an orderly transition within the ranks of senior management. • For eligible executives who are age 50 and over, includes annual compensation over IRS limit and incentive bonus in the benefit calculation. • For certain executive officers, including eligible Named Executive Officers, includes one additional month of service credit for each month of service in the Plan between ages 55 and 60 up to a five year maximum.   • The plan was frozen on February 1, 2017.   Deferred Compensation Plan   Provide retirement savings to executives in a tax-efficient manner. • ParticipantPreviously provided that a participant can elect to defer up to 80% of salary and annual bonus in a non-qualified plan. • On January 3, 2017, the plan was amended effective February 1, 2017, to incorporate a non-qualified retirement savings plan being implemented in connection with the SERP freeze. McCormick (UK) Limited Pension & Life Assurance Plan Provide retirement income for employees based in the U.K. • Defined benefit, contributory pension plan. • Plan formula is based on final pensionable salary and length of service in the plan. • Plan closed to new employees in 2003 and frozen on December 31, 2016. Personal Benefits   Automobile & Executive Benefit Allowances   ReimburseSupport executive forwith transportation, financial planning and wellness expenses.benefits. • FixedCombination of fixed monthly amount,cash amounts and financial counseling services, all of which isare fully taxable to the executive.     Company Airplane   Available primarily for business use by executive officers to provide for security, confidentiality, and efficiency of travel time. • AnyThe value of any personal use of the Company airplane (such as spouse travel) is imputed as income to the executive. • The executive is fully responsible for all taxes on such imputed amount. * Plan is now closed and unavailable to employees hired on or after January 1, 2012.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 20 McCORMICK & COMPANY, INCORPORATED - Proxy Statement    21 Back to Contents How We Determined Executive Compensation for Fiscal 20132016   The Compensation Committee of the Board of Directors administers the compensation program for McCormick’s executive officers, including Mr. Wilson and the other Named Executive Officers. The Committee applies the executive compensation principles listed above when approving pay for each individual officer. In determining the compensation of the Company’s executive officers, the Committee is assisted by Exequity L.L.P., the independent compensation consultant retained by the Committee.   The Compensation Committee considered the following information in its evaluation of the compensation program for fiscal 2013:2016:   • A total compensation review of a large number of other manufacturers of consumer goods listed below (“(“Market GroupGroup”)”) provided by Exequity L.L.P.;     • A review of current and historic financial information, such as EPS, sales growth and TSR, of certain manufacturers of consumer food products listed below (“(“Peer GroupGroup”)”); and     • Recommendations by Mr.Messrs. Kurzius and Wilson with respect to the compensation of each Named Executive Officer, other than himself,themselves, as discussed more fully below.   The Compensation Committee also considered the results of the advisory votes by stockholders on the “say-on-pay” proposal presented to stockholders at the March 30, 201126, 2014 Annual Meeting. As reported in the Company’s Form 8-K, filed with the SEC on April 1, 2011,March 31, 2014, stockholders expressed significant support for the compensation program offered to the Company’s Named Executive Officers. Accordingly, the Committee made no direct changes to the Company’s executive compensation program as a result of the say-on-pay vote. For fiscal 2013,2016, the Company’s executive compensation program continued to focus on pay for performance, alignment of executive interests with those of McCormick’s stockholders, and achieving balance between offering annual and long-term incentives without creating improper risks. The Committee will continue to consider the results of stockholdersstockholders’ advisory votes on executive compensation when making decisions about our executive compensation program.   Each year, in the process of considering compensation adjustments, the Compensation Committee compares the target total compensation being offered to McCormick’s executive officers, including its Named Executive Officers, to the compensation being paid to individuals in similar positions at the below listed consumer products companies (our Market Group companies). In fiscal 2016, the Committee, with assistance from the independent compensation consultant, modified the Market Group. The modification occurred to address the reduction of companies due to merger/acquisition activity and/or a change in business relevance. The Committee maintained the Market Group size to include enough new companies from similar or adjacent industries so as to accommodate normal attrition and also to refine the range of revenue and market capitalization to be closer to that of McCormick.   For fiscal 2013,2016, the Market Group comprised the following companies:companies for U.S. based executive officers:   Church & Dwight Co. Inc. Colgate Palmolive Company ConAgra Foods, Inc. Constellation Brands Inc. Dean Foods Company The Estee Lauder Companies Inc. Flowers Foods, Inc.Avery Dennison Corporation Fresh Del Monte Produce Inc. General Mills, Mead Johnson Nutrition Company Brown-Forman Corporation The Hain Celestial Group Inc. Miller Coors LLC Brunswick Corporation Hanesbrands Inc. Mohawk Industries Campbell Soup Company The Hershey Company The Hillshire Brands Company Newell Rubbermaid Inc. Church & Dwight Co., Inc. Hormel Foods Corporation Kraft Foods Group Packaging Corporation of America The Clorox Company Ingredion Incorporated PVH Corp. Coach, Inc. Levi Strauss & Co. Mattel,The J. M. Smucker Company Sonoco Products Company Constellation Brands Inc. Molson Coors Brewing Kellogg Company Newell Rubbermaid Inc. Reynolds American Inc. Tupperware Brands Corporation Dr. Pepper Snapple Group, Inc. Mattel, Inc. WhiteWave Foods Company Flowers Foods, Inc.   We believe these companies provide an appropriate comparison against which to measure the adequacy and suitability of our target compensation for executive officers because they are a likely source of executive talent for us, their executive positions are similar in scope, authority and impact to the positions occupied by our executives, and they generally operate within the same general industry group as does McCormick. TheseAs these companies range in sales and profits from lower to higher than McCormick, but the Compensation Committee’s independent consultant employs regression analysis to predict the levels of compensation these Market Group companies would pay if they were McCormick’s size. These size-adjusted data become the benchmarks against which the Compensation Committee measures the sufficiency and suitability of the pay being extended to McCormick’s executives.   Annual cash compensation consists of an annual base salary and annual performance-based incentive bonus.program. McCormick targets annual cash compensation expenditures at the 50thpercentile of the annual cash compensation values in the Market Group companies. Long-term compensation expenditures (consisting of cash-based and equity-based incentive awards) also are targeted at the 50thpercentile of the long-term incentive compensation values conveyed to executive officers at the Market Group companies.   During fiscal 2013,2016, the aggregate value of the target total compensation opportunities granted for the year (the sum of annual cash compensation and long-term incentive compensation) that McCormick extended to its team of executive officers was -3.7%22.7% below the 50thpercentile of total target compensation levels offered to similarly positioned executives at the Market Group companies. This positioning as compared to the market median was due in large part to the fact that several of the Company’s executive officers were newly promoted or hired into their roles in recent years. The intent is to continue to address this gap in overall positioning within the next several years.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 21 McCORMICK & COMPANY, INCORPORATED - Proxy Statement    22 Back to Contents Elements of Executive Compensation     1. Annual Cash Compensation and Long-Term Incentives (a) Base Salaries:Adjustments to base salaries are considered annually, but there is no guarantee that base salary will increase in any given year. For fiscal 2013,2016, base salaries for the Named Executive Officers were increased to reflect (i) assessments of individual performance, better align overallperformance; (ii) base pay alignment with market medians,medians; and reflect(iii) promotions or increases in responsibility. In aggregate, following such increases, base salaries for all executive officers as a group were 0.9% above11.7% below the 50thpercentile level of the Market Group. For fiscal 2013, Mr. Wilson requested that the Compensation Committee not increase his base salary, and his request was approved by the Committee.     (b) Annual Performance-Based Incentive Compensation: Performance goals for our annual incentive bonus program were approved by the Compensation Committee based on its analysis of the performance of the companies listed below, which are members of the S&P 500 Food Products Group and the S&P 400 Food Products Group. McCormick considers these companies to be our Peer Group for purposes of our performance-based incentive plans because they are the companies against which we assess our financial results and with whom we compete for equity investors. For fiscal 2016, our Peer Group comprised the following companies: For fiscal 2013, our Peer Group comprised the following companies: Campbell Soup Company The Hershey Company Mondelez International, Inc. ConAgra Foods, Inc. Hormel Foods Corporation Post Foods, LLC. Dean Foods Company Flowers Foods, Inc. General Mills, Inc. Green Mountain Coffee Roasters, Inc. H. J. Heinz Company The Hershey Company The Hillshire Brands Company Hormel Foods Corporation The J. M. Smucker Company Treehouse Foods. Flowers Foods, Inc. Kellogg Company Kraft Tyson Foods, Inc. General Mills, Inc. Lancaster Colony Corporation The WhiteWave Foods Company Hain Celestial Group, Inc. Mead Johnson Nutrition Company Mondelez International, Inc. Post Holdings, Inc. Ralcorp Holdings, Inc. Smithfield Foods, Inc. Tootsie Roll Industries, Inc. Tyson Foods, Inc. In accordance with McCormick’s 2013 Omnibus Incentive Plan, the annual incentive program, in which our Named Executive Officers participate, consists of an annual incentive pool that shall not exceed 2.5% of McCormick’s net income for the year. At the beginning of the year, the Compensation Committee establishes the maximum percentage of the pool that each will be eligible to earn, and the sum of these percentages cannot exceed 100% of the pool. At the end of the year, each Named Executive Officer’s actual incentive award generally is adjusted downward from the allocated portion of the pool based on McCormick’s EPS growth and McCormick Profit goals (McCormick Profit is operating profit adjusted by a charge for working capital). In exercising its discretion to adjust the amount of a Named Executive Officer’s annual incentive bonus from the amount that results from the pool, the Compensation Committee generally uses the following approach: (1) Named Executive Officers who are not directly responsible for a particular business unit have 60% of their annual incentive based on EPS growth, 30% of their annual incentive based on Global McCormick Profit and 10% based on a strategic non-financial metric regarding diversity and inclusion, or (2) Named Executive Officers who are directly responsible for a particular business unit or group of business units have 40% of the annual incentive based on McCormick’s EPS growth, one-half on the achievement of McCormick Profit for that business unit or group of business units, and 10% based on a strategic non-financial metric regarding diversity and inclusion. In general, when setting annual incentive goals, the Compensation Committee considers historic levels of EPS generated by the top performing Peer Group companies, upcoming year EPS estimates for these companies, and McCormick’s own record of EPS growth. The Committee also evaluates, with Mr. Kurzius’ input, non-operational and/or other significant factors which may have affected the EPS results at McCormick and the Peer Group companies during the performance periods considered. The Compensation Committee agreed with McCormick’s definition of “Adjusted EPS” for fiscal 2016, that is EPS for the respective year, adjusted to exclude the impact of special charges. The Compensation Committee determined that if McCormick were to achieve Adjusted EPS growth between   Each Named Executive Officer’s annual incentive bonus is based on McCormick’s EPS growth and McCormick Profit (which is operating profit adjusted by a charge for working capital). Named Executive Officers who are not directly responsible for a particular business unit have 70% of their annual incentive bonus based on EPS growth and 30% of their annual incentive bonus based on Global McCormick Profit. With respect to Named Executive Officers directly responsible for a particular business unit or group of business units, one-half of the annual incentive bonus is based on McCormick’s EPS growth and one-half on the achievement of McCormick Profit for that business unit or group of business units.McCORMICK & COMPANY, INCORPORATED - Proxy Statement    23 In general, when setting annual incentive bonus goals, the Compensation Committee considers historic levels of EPS generated by the top performing Peer Group companies, upcoming year EPS estimates for these companies, and McCormick’s own record of EPS growth. The Committee also evaluates, with Mr. Wilson’s input, non-operational and/ or non-recurring factors which may have affected the EPS results at McCormick and the Peer Group companies during the performance periods considered. The Compensation Committee determined that if McCormick were to achieve EPS growth in the range of 5% to 7%, an incentive bonus would be paid in an amount between approximately 83% and 115% of target. The Committee concluded it was appropriate to reward EPS performance in this range with a payment exceeding target in recognition of the difficulty of achieving an EPS goal which places McCormick among the highest performers in its Peer Group. McCORMICK & COMPANY, INCORPORATED -Proxy Statement 22 Back to Contents More generally, for fiscal 2013, the Compensation Committee established the following incentive bonus payment levels for EPS growth, adjusted for one time charges (e.g., special charges related to restructured or discontinued operations, asset write-downs or other non-recurring expenses), ranging from 0% to 13% or more: the range of the prior year’s Adjusted EPS to 10.86% growth, an annual incentive would be paid in an amount between 30% and 200% of target. The Committee concluded it was appropriate to reward Adjusted EPS performance in this range with a payment exceeding target in recognition of the difficulty of achieving an Adjusted EPS goal which places McCormick among the highest performers in its Peer Group. For fiscal 2016, the Compensation Committee established the following annual incentive payment levels for Adjusted EPS growth, ranging from equal to the 2015 level to growth of 10.86% or more. Adjusted EPS Metric Payout Threshold Prior Year Level 30% Target 6.86% Growth 100% Maximum 10.86%+ Growth 200% One of the performance metrics used in determining the fiscal 2016 annual incentive for all Named Executive Officers is business unit McCormick Profit. For fiscal 2016, the ability to meet or exceed the McCormick Profit goals was considered at least as difficult as the overall Company achievement of its Adjusted EPS performance metric. Business unit and Global McCormick Profit targets, while quantifiable, are confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. The Compensation Committee evaluates the difficulty of achieving the business unit McCormick Profit targets established by the CEO. In this evaluation, the Committee considers both the historic performance of the business units for which Messrs. Foley and Swift were responsible and the overall McCormick Profit targets established by the CEO for the upcoming fiscal year. This evaluation is conducted with a view to driving stockholder value, paying our Named Executive Officers competitively, and rewarding superior financial performance. The measure of the difficulty of achieving business unit McCormick Profit targets is illustrated by the fact that the business units led by Messrs. Foley and Swift have not uniformly achieved their McCormick Profit targets from year-to-year and also vary when compared to each other. In 2016, McCormick’s senior executive employees, including the Named Executive Officers, were also evaluated with respect to performance on strategic corporate social responsibility (CSR) goals that directly support McCormick’s diversity and inclusion initiatives. These goals were developed to reinforce focus and commitment in the highly supported efforts of diversity and inclusion. The strategic goal included a measure of diverse hires, placements and/or promotions within senior leadership roles globally. This focus elevated the efforts around an already existing process that is committed to ensuring internal talent management as well as external talent acquisition processes to achieve increasing diversity within the respective candidate pools. As with the profit targets discussed above, the diversity and inclusion goals are confidential information. The Compensation Committee evaluates the difficulty of achieving the diversity and inclusion strategic goal, which were set at a level of difficulty to be commensurate with the Company’s goal of making significant progress with its diversity and inclusion efforts. The Compensation Committee determined the actual fiscal 2016 annual incentive for each Named Executive Officer using the factors set forth in the following table: (i) the performance metric and respective weight allocated to each metric, as applicable; and (ii) the target annual incentive potential, as a percentage of base salary.       EPS Growth   Payout Threshold   0%   0% Target   6%   100% Maximum   13% or more   200% One of the performance metrics used in determining the fiscal 2013 incentive bonus for all Named Executive Officers is business unit McCormick Profit. The ability to meet or exceed the McCormick Profit goals was considered at least as difficult as the overall Company achievement of its EPS growth performance metric. Business unit McCormick Profit targets, while quantifiable, are confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. The Compensation Committee evaluates the difficulty of achieving the business unit McCormick Profit targets established by the CEO. In this evaluation, the Committee considers both the historic performance of the business units for which Messrs. Kurzius and Langmead were responsible and the overall McCormick Profit targets established by the CEO for the upcoming fiscal year. This evaluation is conducted with a view to driving stockholder value, paying our Named Executive Officers competitively, and rewarding superior financial performance. The measure of the difficulty of achieving business unit McCormick Profit targets is illustrated by the fact that the business units led by Messrs. Kurzius and Langmead have not uniformly achieved their McCormick Profit targets from year-to-year and also vary when compared to each other. The Compensation Committee determined the actual fiscal 2013 incentive bonus for each Named Executive Officer using the factors set forth in the following table: (i) the performance metric and respective weight allocated to each metric, as applicable; and (ii) the target annual incentive bonus potential, as a percentage of base salary. Name   Performance Metric   Target Incentive Bonus as a % of Base Salary   Payout Factor %   Actual Incentive Bonus as a % of Base Salary *         A   B   C Alan D. Wilson   70% - EPS Growth 30% - Global McCormick Profit   125%   51%   64% Gordon M. Stetz, Jr.   70% - EPS Growth 30% - Global McCormick Profit   75%   51%   38% W. Geoffrey Carpenter   70% - EPS Growth 30% - Global McCormick Profit   60%   51%   31% Lawrence E. Kurzius   50% - EPS Growth 50% - Global Consumer McCormick Profit   75%   37%   28% Charles T. Langmead   50% - EPS Growth 50% - Global Industrial McCormick Profit   75%   28%   21% Mark T. Timbie**   70% - EPS Growth 30% - Global McCormick Profit   75%   51%   38%   Name   Performance Metric   Target Annual Incentive as a % of Base Salary   Payout Factor %   Actual Annual Incentive as a % of Base Salary*             A   B   C     Lawrence E. Kurzius   60% - Adjusted EPS Growth                     30% - Global McCormick Profit   120%   139%   166%         10% - Diversity Selection                 Alan D. Wilson   60% - Adjusted EPS Growth                     30% - Global McCormick Profit   130%   139%   180%         10% - Diversity Selection                 Michael R. Smith   60% - Adjusted EPS Growth                     30% - Global McCormick Profit   65%   139%   90%         10% - Diversity Selection                 Gordon M. Stetz, Jr.   60% - Adjusted EPS Growth                     30% - Global McCormick Profit   75%   139%   104%         10% - Diversity Selection                 Brendan M. Foley   40% - Adjusted EPS Growth                     25% - Americas McCormick Profit   75%   140%   105%         25% - Global Consumer McCormick Profit                     10% - Diversity Selection                 Jeffery D. Schwartz   60% - Adjusted EPS Growth                     30% - Global McCormick Profit   60%   139%   83%         10% - Diversity Selection                 Malcolm Swift   40% - Adjusted EPS Growth                     25% - International McCormick Profit   75%   131%   98%         25% - Global Industrial McCormick Profit                     10% - Diversity Selection               * The fiscal 20132016 annual incentive bonus as a percentage of base salary for each Named Executive Officer is determined by multiplying column “A” times column “B” to produce the result in column “C.” The resulting annual incentive bonus amount is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. For fiscal 2012,2015, the actual annual incentive bonus as a percentage of base salary (Column C) for each Named Executive Officer was 81% (Mr.Wilson), 52% (Mr. Stetz), 77% (Mr. Kurzius), 62%117% (Mr. Langmead)Wilson), 68% (Mr. Stetz), 63% (Mr. Foley), and 48%88% (Mr. Timbie)Swift). McCORMICK & COMPANY, INCORPORATED - Proxy Statement    24 ** Back to Contents Mr. Timbie’s payout factor percentage was calculated using full-year performance results for his assigned performance metrics. This factor was applied (c) Long-Term Incentive Plan: The intent of the Long-Term Incentive Plan (LTIP) is to his actual salary asalign the interests of his retirement dateour executives with those of our stockholders and then pro-rated forto drive increasing stockholder value over time. The two components to the number of months of active employmentLTIP are the Long-Term Performance Plan and the Long-Term Equity Incentive Program (currently granted in fiscal 2013.stock options):   (c) Mid-Term Incentive Program:i. Long-Term Performance Plan (LTPP) - A limited number of executives, including the Named Executive Officers, who are in positions to significantly impact the achievement of key corporate objectives and who provide the long-term strategic leadership necessary to accomplish those objectives, participate in athe Company’s three-year mid-term incentive program.LTPP. The program provides for the payments contingent on (1) the achievement of three-year financial performance goals relating to (1) cumulative sales growth, and (2) McCormick’s Total Stockholder Return (TSR) relative to the TSR generated by our Peer Group companies. For the last severalAs it had in recent years, payments for amounts earned under the Mid-Term Incentive Program (MTIP) were made entirely in cash. As described below, for the award cycle that began on December 1, 2010, the Committee determined that athe portion of the award under the programmeasuring cumulative sales growth would be paid in the form of stock, but only if the established performance criteria are met. The Committee believes that this change helps alignmetric aligns the interests of McCormick’s executives with the interests of stockholders. The other portion, measuring relative TSR, is paid in cash, again only to the extent the established performance criteria are met. Cumulative TSR growth relative to the growth generated by the members of our Peer Group was considered an appropriate metric for these cycles because it is a clear and objective measurement of return for our stockholders, and its inclusion as a performance indicator ensures that the interests of plan participants remain aligned with those of our investors. Separate performance goals for cumulative sales growth and TSR were established for each cycle.       We establish our financial performancecumulative sales growth and TSR goals to instill in our executive officers an incentive to generate financial growth for McCormick whichthat is competitive with growth rates exhibited by the highest performers among our Peer Group companies. This program plays an important role in aligning the compensation of executives with key financial accomplishments, (e.g., relative TSR growth, cumulative sales growth, and/or EPS), all of which the Compensation Committee believes drive stockholder value over the long-term and are therefore important indicators of the performance of our top executives. The three-year performance timeframe and metrics for this plan complementscomplement the annual earnings and profit performance focus provided by the annual incentive program and the longer-term focus provided by stock options. Throughout fiscal 2016, there were three active award cycles in this program, one of which ended on November 30, 2016. They are: • December 1, 2013 – November 30, 2016 (fiscal 2014-2016) – just completed • December 1, 2014 – November 30, 2017 (fiscal 2015-2017) – active cycle • December 1, 2015 – November 30, 2018 (fiscal 2016-2018) – active cycle The cash payment made to Named Executive Officers for the performance cycle ending November 30, 2016, is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below. The Compensation Committee approved the cash payment to participants at 143% of target because of compounded three-year TSR percentile growth of 63rdpercentile and share payment to participants at 101% of target because of a compounded three-year sales growth of 14.1%. If earned, the cash and stock awards under the remaining active cycles will be paid no later than February 2018 and February 2019, respectively. As required by SEC rules, the portion of the fiscal 2015-2017 cycle and the fiscal 2016-2018 cycles that may be paid in shares, if earned, is reflected in the Stock Awards column of the Summary Compensation Table below for years 2015 and 2016, respectively, even though it would not be paid until the end of the cycle. For the three-year performance cycles completed in fiscal 2016 or currently active, the cumulative three-year sales growth and TSR thresholds and maximums are as follows: FY2014–2016 Performance Period Sales Growth TSR Threshold 9.0% 30thPercentile Maximum 21.0% 80thPercentile and above Actual Performance (FY2014–2016) 14.1% 63rdPercentile FY2015–2017 and FY2016–2018 Performance Periods Sales Growth TSR Threshold 6.0% 30thPercentile Maximum 18.0% 80thPercentile and above   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 23The measure of the historical difficulty of achieving the performance goals under this plan is illustrated by the fact that there has not been uniform achievement of the goals from year-to-year and, as shown in the following table, the achievement percentages on the two metrics also vary when compared to each other:       Earned Achievement Percent     Performance Cycle   Shares Component   Cash Component     FY12-14   124%   150%     FY13-15   48%   44%     FY14-16   101%   143%   McCORMICK & COMPANY, INCORPORATED - Proxy Statement    25 Back to Contents Throughout fiscal 2013, there were three active award cycles in this program, one of which ended on November 30, 2013. • Completed Cycle:For the three year award cycle beginning on December 1, 2010 and ending on November 30, 2013 (fiscal 2011-2013), the Compensation Committee approved two metrics: (1) McCormick’s TSR relative to the TSR generated by our Peer Group companies; and (2) cumulative sales growth. Additionally, the Compensation Committee determined that the sales growth metric should be paid in stock rather than cash. The Committee felt that by doing so, the executive compensation alignment with stockholder interests would continue to be strengthened. Achievements in TSR continue to be paid in cash. • Active Cycles:For the three year award cycles beginning on December 1, 2011 and ending on November 30, 2014 (fiscal 2012-2014) and beginning December 1, 2012 and ending on November 30, 2015 (fiscal 2013-2015), the Compensation Committee again approved the relative TSR metric and a cumulative sales growth metric. The forms of payment remain the same as in the cycle completed on November 30, 2013. Cumulative TSR growth relative to the growth generated by the members of our Peer Group was considered an appropriate metric for these cycles because it is a clear and objective measurement of return for our stockholders, and its inclusion as a performance indicator ensures that the interests of plan participants remain aligned with those of our investors. The higher McCormick’s TSR rank in relation to Peer Group returns, the bigger the cash award paid; the lower the TSR rank, the smaller the payment made. Separate performance goals for cumulative sales growth and TSR were established for each cycle. The cash payment made to Named Executive Officers for the performance cycle ending November 30, 2013, is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below. The Compensation Committee approved the cash payment to participants at 70% of target because of compounded three-year TSR percentile growth of 42ndpercentile and share payment to participants at 200% of target because of a compounded three-year sales growth of 19.9%. FY2014 is the third year of the fiscal 2012-2014 three-year performance cycle and the second year of the fiscal 2013-2015 three-year performance cycle. If the established performance targets for these cycles are achieved, the related cash and stock awards will be paid no later than February 2015 and February 2016, respectively. As required by SEC rules, the portion of the fiscal 2012-2014 cycle and the fiscal 2013-2015 cycles that may be paid in shares, if earned, is reflected in the Stock Awards column of the Summary Compensation Table below, even though it would not be paid until the end of the cycle. For the three-year performance cycles completed in fiscal 2013 or currently in progress, the cumulative three-year sales growth and TSR thresholds and maximums are as follows:   ii. FY2011–2013 Performance Period Sales Growth TSR Threshold 6.0% 30thPercentile Maximum 17.0% 80th Percentile and above Actual Performance 19.9% 42nd Percentile FY2012–2014 and FY2013-2015 Performance Periods Sales Growth TSR Threshold 9.0% 30thPercentile Maximum 21.0% 80th Percentile and above (d) Long-Term Equity Incentive Program:We offer long-term equity incentive compensation opportunities as well as mid-term incentives because we believe the combination provides an appropriately balanced focus on both mid-term and long-term stockholder value.Program - Long-term awards are granted at the meeting of the Board of Directors that is held on the same day as our Annual Stockholders’ Meeting. In fiscal 2013,2016, the Compensation Committee determined that the long-term awards for executive officers, including the Named Executive Officers, should be 100% stock options, the same award format as had been granted in the previous year. The Compensation Committee decided to issue stock options because it believes that stock options provide the most direct and effective method for aligning the interests of our executive officers with those of our stockholders over the long-term. The exercise price of stock options is equal to the closing price of McCormick common stock on the date of grant.       The In fiscal 2016, we determined the number of option shares is determinedto grant by dividing the stock optionaward cash value by the closing price of McCormick common stockoption grant date fair value as measured on the date of grant and multiplying the result by a factor of 6.5, which reflects the current correlation between the Black-Scholes model for valuing of option sharesdate and the market value of the shares. Theresulting number of options is thenshares was rounded up to the closest 100.nearest whole number. This methodology is evaluated annually.       The target value of mid-term and long-term incentive awards is determined by reference to benchmark data. Each executive officer is assigned an aggregateLTIP award value which, when combined with their salary and annual incentive, reflectsis intended to position the officers, in aggregate, at or near the 50thpercentile of the total compensation of comparably positioned officers of our Market Group companies. The mix of cash and equity-based awards is determined each year by the Compensation Committee by reference to the typical blend of such awards in the Market Group.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 24 Back to Contents Role of the Independent Compensation Consultant & Recommendations by the CEO   Independent Consultant:Pursuant to its Charter, the Committee has the sole authority to retain and terminate the services of any outside compensation advisers to the Committee. For fiscal 2013,2016, the Compensation Committee retained Exequity L.L.P. to provide advice to the Committee on general program design and best practices, as well as to assist the Committee in determining the relationship between the programs and the levels of compensation paid to our executive officers and directors to the Peer Group companies identified above. Exequity L.L.P. reported directly to the Committee and neither Exequity L.L.P. nor any of its affiliates provide any other services to the Company, its management or executive officers. The Compensation Committee has assessed the work performed by Exequity L.L.P. and has determined both that Exequity L.L.P. is independent, and that its work did not raise any conflict of interest. While Exequity L.L.P. performed the general competitive review, as requested by the Committee, Exequity L.L.P. did not determine the amount or form of compensation with respect to McCormick’s executive officers.   CEO Recommendations:The compensation of every McCormick employee, including each Named Executive Officer, is influenced in large part by the responsibilities of the position and the need to ensure that employees having similar job responsibilities are paid equitably, with consideration for individual performance. During 2013, Mr.For fiscal 2016, Messrs. Kurzius and Wilson provided recommendations to the Compensation Committee with respect to the base salary amounts, performance targets for the annual mid-term and long-term incentive programs, and any adjustments to the value of mid-term and long-term awards for each Named Executive Officer (other than himself)themselves). These recommendations were based on the Market Group data reviewed by the Committee and Mr.Messrs. Kurzius and Wilson’s assessment of the executive’s relative experience, overall performance, and impact on the accomplishment of McCormick’s financial goals and strategic objectives during the prior year. While the Compensation Committee took Mr.Messrs. Kurzius and Wilson’s recommendations under advisement, it independently evaluated the pay recommendations for each executive officer and made all final compensation decisions in accordance with its formal responsibilities as defined in its Charter.   Except as noted in the following sentence, Mr. WilsonThe Company’s CEO does not make any recommendations as to his own compensation and such decisions are made solely by the Compensation Committee. For fiscal 2013, Mr. Wilson requested that the Compensation Committee not increase his base salary, and his request was approved by the Committee. The Compensation Committee determined Mr.Messrs. Kurzius and Wilson’s compensation, including base salary, performance targets and the value of the annual mid-term and long-term awards privately in executive session.   No otherAside from the Company’s CEO, no executive officer of McCormick determined or recommended the amount or form of executive or director compensation to the Committee during fiscal 2013.2016.   Share Ownership Guidelines for Executive Officers   We believe our executive officers should be invested in the success of the organization they lead, and thus the Compensation Committee adopted share ownership guidelines in 2004. In June 2013,2016, the Committee reviewed our share ownership guidelines as compared to those of the Market Group companies. A majority of the Market Group companies set share ownership guidelines based on a multiple of base salary similar to ours. Based upon its review, the Committee concluded that no changes were necessary to the previously established guidelines, which are as follows:     Multiple of Base Pay Chief Executive Officer 5.0x 5.0x Executive Vice President and executive officers serving as Presidents of major business units 3.0x 3.0x Senior Vice President 2.0x 2.0x Vice President 1.6x 1.6x   McCORMICK & COMPANY, INCORPORATED - Proxy Statement    26 Back to Contents Shares owned by an executive officer include common stock allocated to the officer’s 401(k) plan account as well as other shares which are beneficially owned, directly or indirectly, by the officer, but do not include shares available under vested but unexercised options.   All executive officers have five years from their appointment as an executive officer to meet these guidelines, and their stock ownership is reviewed annually by the Compensation Committee. Based on the closing price of the common stock on the Record Date, all of our Named Executive Officers satisfy the guidelines.guidelines except for Messrs. Swift and Schwartz who were appointed as executive officers in 2014 and Mr. Foley who was appointed as an executive officer in 2015, and have until 2019 and 2020, respectively, to meet the requirements.   2. Retirement Benefits and PersonalOther Benefits (a) Retirement Benefits:We providehave provided a tax-qualified defined benefit pension plan in which mostmany of our U.S. employees arehave been eligible to participate, including the Named Executive Officers.participate. For employees hired prior to December 1, 2000, base salary only is included in the calculation of the pension benefit, while base salary and the annual incentive bonus are included in the calculation of the pension benefit for employees hired on or after December 1, 2000. Effective January 1, 2012, the pension plan was closed to new entrants; however, persons who were employees prior to January 1, 2012 will continuecontinued to accrue benefits under the pension plan in accordance with its existing terms, before and after January 1, 2012. On January 3, 2017, a decision was made to freeze the pension plan effective December 1, 2018, at which point additional benefits will cease to accrue.       We have also provideprovided a supplemental executive retirement plan (“SERP”) for a limited number of senior management employees who are age 50 and older, including certain of the U.S.-based Named Executive Officers. Providing a supplemental retirement benefit ishas been consistent with comparable organizations and providesprovided a significant retention McCORMICK & COMPANY, INCORPORATED - Proxy Statement 25 Back to Contents benefit. The senior executive program contained in McCormick’s SERP provides the participating Named Executive Officers who are age 50 and older with a credit of one additional month of service for each month of service in the SERP between ages 55 and 60. For the Named Executive Officers hired before December 1, 2000, the SERP also includes a significant portion of the executives’ incentive bonusespayments in the calculation of the SERP pension benefit in recognition of the fact that a substantial portion of the total compensation for these executives is performance-based compensation, consistent with our compensation policy.policy, and the incentive bonuses for these executives are not included in calculating their benefit under the tax-qualified pension plan. For Named Executive Officers hired on or after December 1, 2000, the SERP is calculated by multiplying the benefit by a factor based upon the Named Executive Officer’s wage grade at the date of retirement. The mid-term and long-term cash and equity based incentive awards described above are not included in the calculation of the SERP benefit. The Compensation Committee had closed the senior executive SERP program to new entrants; however, as is the case with the pension plan, executives who were participating in the senior executive SERP program continued to accrue benefits under the plan in accordance with its existing terms. On January 3, 2017, a decision was made to freeze the SERP plan effective February 1, 2017, at which point additional benefits ceased to accrue for participants in the SERP. In connection with the freezing of the SERP, and the planned freezing of the pension, the company has approved (i) a the McCormick Non-Qualified Retirement Savings Plan, effective February 1, 2017, and (ii) enhancements to the company’s 401(k) plan, effective December 1, 2018, to provide additional retirement benefits for all U.S. employees, including the Named Executive officers. Malcolm Swift participated in the McCormick (UK) Limited Pension & Life Assurance Plan (“UK Pension Plan”), which is a defined benefit, contributory plan, until he elected to withdraw from it in April 2016. The UK Pension Plan was closed in 2003 and frozen on December 31, 2016. Mr. Swift’s inclusion in the UK Pension Plan as an Executive of McCormick UK was requested by the Company and approved by the Trustees of the UK Pension Plan. The UK Pension Plan provides benefits based on the participant’s years of service and the final pensionable salary. As defined in the UK Pension Plan, “years of service” means all of the executive’s years of service to McCormick after becoming eligible to enter the UK Pension Plan. Mr. Swift will retain benefits accrued up to the date of his withdrawal in accordance with the UK Pension Plan’s terms.     (b) Personal Benefits:The Named Executive Officers received a limited number of personal benefits, including a fixed car allowance and fixed executive benefit allowance for expenses associated with financial planning and wellness. These benefits make up a small portion of the total compensation of our Named Executive Officers and we believe the retention value of these benefits exceeds the cost of such benefits to McCormick. The Company does not provide tax gross-ups for personal benefits, such that these benefits are fully taxable to the recipient.     (c) Company Airplane:McCormick maintains a Company airplane. It is preferred that the CEO and other executives, including the Named Executive Officers, use McCormick’s airplane whenever air travel is required for business purposes. This provides for a more efficient use of their time given the greater likelihood of direct flights and improved flight times than are available commercially. It also provides a more secure traveling environment where sensitive business issues may be discussed, and enhances personal security. Spouses, family and other guests generally may accompany the executive on the airplane when the executive is traveling. If the travel by the executive, spouse, family, or guest does not meet the United States Internal Revenue Service standard for business use, the cost of that travel is imputed as income to the executive and the executive is fully responsible for any associated tax liability. To the extent any travel on the airplane results in imputed income to the Named Executive Officer, the Company does not provide gross-up payments to cover the Named Executive Officer’s personal income tax obligation due to such imputed income. The Company does not incur any incremental out-of-pocket costs when additional passengers accompany an executive on the Company airplane.     (d) Severance Benefits: The Company’s executive officers participate in McCormick’s Severance Plan for Executives (the “Severance Plan”). The Severance Plan provides for severance and other benefits to eligible employees if they experience an involuntary termination without “cause” or a voluntary termination for “good reason,” each as defined in the Severance Plan. McCORMICK & COMPANY, INCORPORATED - Proxy Statement    27 Back to Contents An eligible employee who experiences such a termination and executes (and does not revoke) a general release of claims against the Company will receive the payments and benefits described below under “Potential Payments Upon Termination or Change in Control.” The Change in Control features of the Severance Plan are needed to allay the uncertainty that executives can experience while the possibility of a Change in Control exists, thereby allowing them to both operate in the best interests of the Company and stockholders, as well as to remain at the Company through the desired retention period. The Board believes that the Severance Plan allows the Company’s executives to continue effectively executing their management responsibilities without being influenced by the uncertainty of their personal situations. In the event of an involuntary termination outside of a Change in Control situation, we consider these benefits important to attract executive talent to the Company. In addition, they help create a stable work environment in which the executives are provided certain economic benefits in the event their employment is terminated. A general release from claims is required to obtain these benefits, making this a mutually beneficial arrangement.   For additional information on the above personal benefits, see the “All Other Compensation” column and related footnotes to the Summary Compensation Table.   Performance-Based Compensation and Risk   The Compensation Committee considers risk as well as motivation when establishing performance criteria. During fiscal 2013,2016, the Compensation Committee engaged in a process of reviewing all of the Company’s incentive compensation plans to determine whether the Company’s compensation policies and practices foster risk taking above the level of risk associated with the Company’s business model. In the course of its examination, the Committee evaluated:   • The balance of performance and the quality and sustainability of performance;     • The mix between annual mid-term and long-term incentives;     • The relationship between performance criteria for annual mid-term and long-term incentive awards;     • Competitive practices;     • Share retention requirements; and     • Clawback provisions.   On the basis of this review, the Compensation Committee determined that the Company’s incentive compensation plans are appropriately structured and do not create risks that are reasonably likely to have a material adverse effect on the Company.   Clawback Provisions   McCormick’s 2013 Omnibus Incentive Plan (the “2013 Plan”), which was approved by stockholders at the April 3, 2013 Annual Meeting, and the prior 2007 Omnibus Incentive Plan, which was replaced by the 2013 Plan, outlines circumstances under which share-based and cash-based awards made under that plan may be forfeited, annulled, and/or reimbursed to McCormick. Such circumstances include: a forfeiture of the gain realized by a participating employee on account of actions taken by the employee in violation of the award agreements issued under the 2013 Plan, and/or a finding by the Compensation Committee that a participating employee has been terminated for cause (“cause” means, as determined by the Compensation Committee, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of, or plea of nolo contendrecontender to, a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of those agreements between the participant and McCormick or an affiliate, as specified in the 2013 Plan).   Furthermore, if McCormick is required to prepare an accounting restatement due to the material noncompliance of McCormick, as a result of misconduct, with any financial reporting requirement under the securities laws, then (i) the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, and (ii) any participant who (a) knowingly engaged in the misconduct, (b) was grossly negligent in engaging in the misconduct, (c) knowingly failed to prevent the misconduct, or (d) was grossly negligent in failing to prevent the misconduct, is required to reimburse McCormick the amount of any payment in settlement of an award earned or accrued under the 2013 Plan during the twelve month period following the public issuance or Exchange Act filing (whichever first occurred) of the financial document that contained such material noncompliance.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 26 Back to Contents In addition, any award granted pursuant to the 2013 Plan shall be subject to mandatory repayment by the participant to McCormick to the extent the participant is, or in the future becomes, subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule, regulation or stock exchange listing standard, or (b) any law, rule, regulation or stock exchange listing standard that imposes mandatory recoupment under the circumstances set forth in such law, rule, regulation or listing standard.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement    28 Back to Contents Performance-Based Compensation – Section 162(m)   The Compensation Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the Named Executive Officers in the U.S., under Section 162(m) of the Internal Revenue Code. Pursuant to Section 162(m), compensation paid to certain executive officers in excess of $1,000,000 is not deductible unless it qualifies as “performance-based compensation.” The Committee endeavors to structure the executive compensation program so that each executive’s compensation will generally be fully deductible. However, the Committee retains the right to approve compensation that is not fully deductible under Section 162(m). The compensation paid pursuant to our cash-based annual and our mid-term and long-term incentive programs is intended to qualify as “performance-based compensation” for purposes of Section 162(m). Base salaries do not qualify as “performance-based compensation” pursuant to the requirements of Section 162(m).   For fiscal 2013,2016, compensation for Mr. Wilson exceeded the Section 162(m) limitation due primarily to base salary.   Compensation Committee Report   The Compensation Committee of the Board of Directors has reviewed the foregoing Compensation Discussion and Analysis with management and, based on these reviews and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in McCormick’s Annual Report on Form 10-K for the fiscal year ended November 30, 2013,2016, and in this proxy statement.     Submitted by: Compensation Committee     William E. Stevens,Michael D. Mangan, Chair     John P. BilbreyMaritza G. Montiel     Michael D. Mangan George A. RocheJacques Tapiero   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 27 McCORMICK & COMPANY, INCORPORATED - Proxy Statement    29 Back to Contents Executive Compensation Tables   Summary Compensation Table   The following table sets forth the compensation earned during the applicable fiscal year by individuals serving as our CEO and CFO during fiscal 2013,2016, and each of the other three most highly compensated executive officers of McCormick who were executive officers as of the end of fiscal 2013, and, in accordance with SEC rules, Mark T. Timbie, for whom disclosure would have been provided but for the fact that he retired (effective July 1, 2013) prior to the end of fiscal 2013.2016.   Name and Principal Position   Year   Salary ($)(1)   Stock Awards ($)(2)   Option Awards ($)(3)   Non-Equity Incentive Plan Compensation ($)(1)(4)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)   All Other Compensation ($)(6)   Total ($) Alan D. Wilson   2013   1,000,000   750,000   1,719,752   1,167,500   774,816   57,885   5,469,953 Chairman, President and Chief   2012   1,000,000   750,000   1,322,148   3,000,700   3,389,149   57,569   9,519,566 Executive Officer   2011   992,050   750,000   1,685,890   3,167,700   1,118,536   55,800   7,769,976 Gordon M. Stetz, Jr.   2013   493,462   212,500   429,938   315,250   (186,806)   57,885   1,322,229 Executive Vice President and Chief   2012   476,680   175,000   278,913   886,382   861,397   57,569   2,735,941 Financial Officer   2011   463,640   175,000   355,555   933,443   433,996   55,800   2,417,434 W. Geoffrey Carpenter   2013   441,827   150,000   301,146   208,780   (318,261)   49,025   832,517 Vice President, General Counsel &                                 Secretary                                 Lawrence E. Kurzius   2013   518,558   212,500   479,182   294,235   291,272   57,885   1,853,632 President, Global Consumer & Chief   2012   491,679   212,500   367,821   1,156,429   345,432   60,054   2,633,915 Administrative Officer   2011   481,279   212,500   469,812   1,050,206   174,753   55,800   2,444,350 Charles T. Langmead   2013   490,154   175,000   362,701   226,750   326,627   54,536(7)   1,635,768 President,   2012   455,019   175,000   278,913   921,788   1,832,126   57,979(7)   3,720,825 Global Industrial   2011   437,050   175,000   355,555   731,416   383,723   56,200(7)   2,138,944 Mark T. Timbie(8)   2013   300,000   212,500   479,182   244,958   182,079   190,338   1,609,057 Former President, Consumer Foods   2012   516,679   212,500   367,821   1,028,241   1,340,389   57,569   3,523,199 Americas and Chief Administrative Officer   2011   506,104   212,500   469,812   1,058,879   550,523   55,800   2,853,618 Name and Principal Position   Year   Salary ($)(1)   Stock Awards ($)(2)   Option Awards ($)(3)   Non-Equity Incentive Plan Compensation ($)(1)(4)     Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)   All Other Compensation ($)(6)     Total ($)   Lawrence E. Kurzius   2016   861,374   875,000   1,750,000   1,853,630     1,114,029   64,311     6,518,344   Chairman, President & Chief Executive Officer   2015   660,421   375,000   750,012   607,189     342,690   63,751     2,799,063     2014   556,923   250,000   466,416   684,690     744,317   63,200     2,765,546   Alan D. Wilson   2016   1,050,000   1,125,000   2,250,010   3,318,890     2,870,335   64,311     10,678,546   FormerExecutive Chairman of the Board   2015   1,033,716   1,000,000   2,250,011   1,561,230     2,421,439   63,751     8,330,147     2014   1,000,000   1,000,000   1,866,612   2,492,600     3,837,390   63,200     10,259,802   Michael R. Smith   2016   394,943   87,500   175,000   511,098     394,263   160,300 (7)   1,723,104   Executive Vice President and Chief Financial Officer                                                                             Gordon M. Stetz, Jr.   2016   591,508   287,500   575,015   980,450     1,458,336   64,311     3,957,120   FormerExecutive Vice President and Chief Financial Officer   2015   566,858   250,000   500,012   482,488     1,067,484   63,751     2,930,593     2014   533,654   250,000   466,416   696,450     894,143   63,200     2,903,863   Brendan M. Foley   2016   519,809   250,000   500,010   555,705     16,841   85,329 (8)   1,927,694   President, Global Consumer and North America   2015   477,687   125,000   250,012   316,750     10,578   148,193     1,328,220                                         Jeffery D. Schwartz   2016   383,015   175,000   350,000   332,640     21,519   64,311     1,326,485   Vice President, General Counsel & Secretary                                                                             Malcolm Swift(9)   2016   407,714   250,000   500,010   583,382     200,586   76,445 (10)   2,018,137   President, Global Industrial and McCormick International   2015   471,347   125,000   250,012   467,900     81,088   48,890     1,444,237     2014   456,447   1,649,250   233,208   537,768     185,067   48,022     3,109,762   (1) The Salary and Non-Equity Incentive Plan Compensation columns include amounts deferred at the election of the Named Executive Officer. For more information on the amount of cash compensation deferred for each Named Executive Officer during fiscal 2013,2016, see the “Non-Qualified Deferred Compensation Table” below. (2) Before fiscal 2011, awards under the Mid-Term Incentive Program (MTIP) were made in cash only and, if earned, were shown in the column on “Non-Equity Incentive Plan Compensation” at the end of the three-year cycle. For fiscal 2011, 2012 and 2013, the Compensation Committee determined that MTIP awards would be 50% cash and 50% equity. We are required to report the equity portion of awards made under the awardLong-Term Performance Plan (LTPP) at the beginning of the MTIPthree-year LTPP cycle, even though it will not be paid (if at all) until the end of the cycle. The amounts shown assume performance at target. The cash portion of the award is not reported until the end of the cycle. Both the cash and equity portions of the award are paid only if performance conditions are met.met, and the final payment amount will range from 25% to 200% of the stated target. Refer to the “Grants of Plan-Based Awards” table below for the threshold, target, and maximum amounts that can be earned. Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the equity component of the FY2011-FY2013, FY2012-FY2014FY2014-FY2016, FY2015-FY2017 and FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycles. For a discussion of the assumptions used in determining these values, see Note 1011 to our 2013 audited2016 financial statements. (3) Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to each fiscal year for each Named Executive Officer related to grants of stock options pursuant to our 2007 and 2013 Omnibus Incentive Plans. For a discussion of the assumptions used in determining these values, see Note 1011 to our 2013 audited2016 financial statements. (4) Amounts shown represent the cash awards earned by the Named Executive Officer under our Annual Performance-Based Incentive Compensation Planannual performance-based incentive compensation program for each performance period. For further information, see the “Grants of Plan-Based Awards” table and accompanying footnotes below. Amounts shown for each fiscal year also include cash awards paid to participants for three three-year MTIPLTPP cycles, the first beginning on December 1, 20082011 and ending on November 30, 2011,2014, the second beginning on December 1, 20092012 and ending on November 30, 20122015 and the third beginning on December 1, 20102013 and ending on November 30, 2013.2016, except for Messrs. Foley and Schwartz, who were not participants in these LTPP cycles. (5) Amounts represent the actuarial change in the present value of the Named Executive Officer’s benefit under our defined benefit pension plan and SERP.SERP, except for Mr. Swift’s which is based on the UK Pension Plan. While these amounts appear as a lump sum, the normal form of payment is an annuity payment.and the plan does not currently allow a lump sum payment for these benefits. The pension number reported is an accounting value and was not realized by the Named Executive Officer during 2013.2016. For Mr. Foley, this amount reflects a profit sharing contribution of $16,841 earned in fiscal 2016 that was contributed to Mr. Foley’s Defined Contribution Restoration Plan account in December 2016. (6) Each Named Executive Officer who is also a Management Committee member and based in the U.S. receives a $22,000 executive auto allowance annually (Mr. Carpenter, who is not a Management Committee member,annually. Each also receives a $13,140 executive auto allowance annually). Each also received a $24,000$17,000 executive benefit allowance until August 31, 2013 when it was reduced to $17,000 annually, resulting in each NEO receiving an executive benefit allowance of $22,116 for fiscal 2013. At the same time as the reduction, each actively employed NEO was offered the opportunityannually. Each may also elect to enroll in an Executive Financial Counseling program valued at an annualized rate of $14,000, or $3,769 in actual value for fiscal 2013 for each NEO who enrolled in the program$14,911 annually (Mr. Langmead didSwift is not enrolleligible to participate in this program). Each also received $10,000$10,400 in employer matching funds under the McCormick 401(k) plan in fiscal 2013.2016 (except for Mr. Swift who is not eligible to participate in this plan). Mr. Swift, who is based in the U.K., receives a £14,500 executive auto allowance annually and a £18,000 executive benefit allowance annually (converted to U.S. dollars of $18,099 annually and $22,468 annually, respectively; see footnote (9) below). (7) As do all other U.S. employees who achieve 30 yearsIn addition to the executive benefit allowance, the Executive Financial Counseling program, and employer matching funds under the McCormick 401(k) plan noted in footnote (6) above, Mr. Smith also received an annual auto allowance of service, Mr. Langmead receives$13,140 prior to his appointment as a long-term service award each year,Management Committee member effective August 29, 2016, at which time this amount was $420increased to $22,000 annually, for a total of $16,031 in fiscal 2013.2016. Mr. Smith also received payments totaling $101,958 in fiscal 2016 related to a previous international assignment. (8) For fiscal 2013, Mr. Timbie’sIn addition to the executive auto allowance, executive benefit allowance, and employer matching funds under the McCormick 401(k) plan noted in footnote (6) above, Mr. Foley is also enrolled in the Executive Financial Counseling program valued at $17,040 annually. Mr. Foley also received $18,889 in relocation reimbursements in fiscal 2016. (9) Mr. Swift is located in the U.K., and, while the amounts shown in the table and accompanying footnotes are expressed in U.S. dollars, certain components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2482 as of November 30, 2016, the last business day of the Company’s fiscal year. (10) In addition to the executive auto allowance and executive benefit allowance noted in footnote (6) above, Mr. Swift was also provided a cash allowance in the amount of £3,593 per month starting in April 2016 and paid through the remainder of fiscal 2016 (converted to U.S. dollars of $35,878 see footnote (9) above). This allowance is provided due to legislative changes to UK pension laws in 2016 that resulted in limitations of accrued pension benefits for both the annual and lifetime allowances paid bi-weekly until his retirement date, amountedfor many highly-compensated participants. As a result, Mr. Swift elected to $12,692 and $13,846, respectively. He will also receive a prorated portion of both shares and cashwithdraw from the three active MTIP cycles duringUK Pension Plan in April 2016. Consistent with UK market practice and in order to continue to provide him with a competitive level of benefit (since he no longer accrues retirement benefits in the McCormick Plans), Mr. Swift is provided this cash allowance, which he was an active employee. See “Annual Performance-Based Incentive Compensation” above for an explanation of how Mr. Timbie’s bonus amount was calculated forwill continue to receive on a monthly basis through fiscal 2013, and “Treatment of NEO who Terminated Employment in 2013” below for an explanation of compensation items and other benefits Mr. Timbie received upon his retirement effective July 1, 2013.2018.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 28 McCORMICK & COMPANY, INCORPORATED - Proxy Statement    30 Back to Contents Narrative to the Summary Compensation Table   McCormick does not maintain any employment agreements with the Named Executive Officers or other executive officers.officers, except where required by law. In addition, dividends are not accrued or paid on unexercised options.unvested equity awards. The Company does not provide tax gross-ups for personal benefits or for the use of the Company airplane by Named Executive Officers.   As required under U.K. law, Mr. Swift has an employment agreement with the Company. The terms of Mr. Swift’s employment agreement include base salary, notice of eligibility to participate in a bonus scheme operated by McCormick, eligibility to participate in the UK Pension Plan (which has been closed to new entrants), Group Income Protection and Private Medical Insurance and receive the automobile and executive allowances. The agreement also includes “notice to terminate employment” requirements for McCormick and Mr. Swift as well as “post termination obligations” of non-competition and non-solicitation. Grants of Plan-Based Awards   The following table sets forth the grants of plan-based awards by McCormick during fiscal 2013.2016.           Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards:   All Other Option Awards:   Equity Exercise   Grant Date Name   Grant Date   Threshold ($)(3)   Target ($)   Maximum ($)   Threshold (#)(3)(4)   Target (#)(4)   Maximum (#)(4)   Number of Shares of Stock or Units (#)   Number of Securities Underlying Options (#)(5)   or Base Price of Option Awards ($/Sh)(6)   Fair Value of Stock and Option Awards ($) Alan D.   -   0.00   1,250,000(1)   2,500,000(1)   -   -   -   -   -   -   - Wilson   12/1/2012   187,500(2)   750,000(2)   1,500,000(2)   2,896   11,585   23,170   -   -   -   750,000(8)     4/3/2013   -   -   -   -   -   -   -   181,600   71.60   1,719,752(7) Gordon M.   -   0.00   375,000(1)   750,000(1)   -   -   -   -   -   -   - Stetz, Jr.   12/1/2012   53,125(2)   212,500(2)   425,000(2)   821   3,282   6,565   -   -   -   212,500(8)     4/3/2013   -   -   -   -   -   -   -   45,400   71.60   429,938(7) W. Geoffrey   -   0.00   270,000(1)   540,000(1)   -   -   -   -   -   -   - Carpenter   12/1/2012   37,500(2)   150,000(2)   300,000(2)   579   2,317   4,634   -   -   -   150,000(8)     4/3/2013   -   -   -   -   -   -   -   31,800   71.60   301,146(7) Lawrence E.   -   0.00   397,500(1)   795,000(1)   -   -   -   -   -   -   - Kurzius   12/1/2012   53,125(2)   212,500(2)   425,000(2)   821   3,282   6,565   -   -   -   212,500(8)     4/3/2013   -   -   -   -   -   -   -   50,600   71.60   479,182(7) Charles T.   -   0.00   375,000(1)   750,000(1)   -   -   -   -   -   -   - Langmead   12/1/2012   43,750(2)   175,000(2)   350,000(2)   676   2,703   5,406   -   -   -   175,000(8)     4/3/2013   -   -   -   -   -   -   -   38,300   71.60   362,701(7) Mark T.   -   0.00   227,500(1)   455,000(1)   -   -   -   -   -   -   - Timbie   12/1/2012   53,125(2)   212,500(2)   425,000(2)   821   3,282   6,565   -   -   -   212,500(8)     4/3/2013   -   -   -   -   -   -   -   50,600   71.60   479,182(7)         Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards:   All Other Option Awards:   Equity Exercise   Grant Date   Name   Grant Date   Threshold ($)(3)   Target ($)   Maximum ($)   Threshold (#)(3)(4)     Target (#)(4)   Maximum (#)(4)   Number of Shares of Stock or Units (#)   Number of Securities Underlying Options (#)(5)   or Base Price of Option Awards ($/Sh)(6)   Fair Value of Stock and Option Awards ($)   Lawrence E. Kurzius   —   324,000(1)   1,080,000(1)   2,160,000(1)   —     —   —   —   —   —   —     12/1/2015   218,750(2)   875,000(2)   1,750,000(2)   2,532     10,128   20,256   —   —   —   875,000(8)     3/30/2016   —   —   —   —     —   —   —   100,000   99.92   1,750,000(7)   Alan D. Wilson   —   409,500(1)   1,365,000(1)   2,730,000(1)   —     —   —   —   —   —   —     12/1/2015   281,250(2)   1,125,000(2)   2,250,000(2)   3,255     13,021   26,042   —   —   —   1,125,000(8)     3/30/2016   —   —   —   —     —   —   —   128,572   99.92   2,250,010(7)   Michael R. Smith   —   97,500(1)   325,000(1)   650,000(1)   —     —   —   —   —   —   —     12/1/2015   21,875(2)   87,500(2)   175,000(2)   253     1,013   2,026   —   —   —   87,500(8)     3/30/2016   —   —   —   —     —   —   —   10,000   99.92   175,000(7)   Gordon M. Stetz, Jr.   —   135,000(1)   450,000(1)   900,000(1)   —     —   —   —   —   —   —     12/1/2015   71,875(2)   287,500(2)   575,000(2)   832     3,328   6,656   —   —   —   287,500(8)     3/30/2016   —   —   —   —     —   —   —   32,858   99.92   575,015(7)   Brendan M. Foley   —   119,250(1)   397,500(1)   795,000(1)   —     —   —   —   —   —   —     12/1/2015   62,500(2)   250,000(2)   500,000(2)   724     2,894   5,788   —   —   —   250,000(8)     3/30/2016   —   —   —   —     —   —   —   28,572   99.92   500,010(7)   Jeffery D. Schwartz   —   72,000(1)   240,000(1)   480,000(1)   —     —   —   —   —   —   —     12/1/2015   43,750(2)   175,000(2)   350,000(2)   507     2,026   4,052   —   —   —   175,000(8)     3/30/2016   —   —   —   —     —   —   —   20,000   99.92   350,000(7)   Malcolm Swift   —   92,679(1)   308,930(1)   617,860(1)   —     —   —   —   —   —   —     12/1/2015   62,500(2)   250,000(2)   500,000(2)   724     2,894   5,788   —   —   —   250,000(8)     3/30/2016   —   —   —   —     —   —   —   28,572   99.92   500,010(7)   (1) Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal 20132016 by each Named Executive Officer under our Annual Performance-Based Incentive Compensation Plan.annual performance-based incentive compensation plan. The actual amounts earned by each Named Executive Officer are included in the fiscal 20132016 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2) Amounts shown represent the threshold, target and maximum amount that could be earned under the cash component of the FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycle. (3) Amounts shown represent the minimum amounts payable or shares earned if the threshold performance goals are achieved. No payments will be made or shares issued for performance below the threshold level. (4) Amounts represent the threshold, target and maximum amount (in shares) that could be earned under the stock component of the FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycle. (5) Amounts shown include awards of stock options under the 2013 Omnibus Incentive Plan. These stockStock options vest based upon the executive’s continued services to McCormick andgranted in 2016 will vest in equal installmentsratably over fourthree years (subject to certain acceleration provisions, as discussed under “Potential Payments upon Termination or Change in Control” below). (6) The exercise price of the stock options is equal to the closing price of the common stock on the grant date. (7) Amounts shown represent the grant date fair value of each equity award granted during fiscal 20132016 for each Named Executive Officer. For a discussion of the assumptions used in determining these values, see Note 11 to our 2016 financial statements. (8) Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the equity component of the FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycle based on the target amount payable if the performance conditions are met. For a discussion of the assumptions used in determining these values, see Note 1011 to our 2013 audited2016 financial statements.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 29 McCORMICK & COMPANY, INCORPORATED - Proxy Statement    31 Back to Contents Outstanding Equity Awards at Fiscal Year-End   The following table sets forth the outstanding equity awards held by each Named Executive Officer as of November 30, 2013.2016.       Option Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Option Exercise Price ($)     Option Expiration Date    Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)   Lawrence E. Kurzius     0       100,000 (1)      99.92     3/29/2026                       19,984       39,969 (2)      76.29     3/24/2025                       32,800       16,400 (3)      71.10     3/25/2024                       37,950       12,650 (4)      71.60     4/2/2023                       51,300       0       54.24     3/27/2022                       58,800       0       47.40     3/29/2021                                                   2,532 (5)      230,918                                     5,066 (6)      462,019   Alan D. Wilson     0       128,572 (1)      99.92     3/29/2026                       59,952       119,905 (2)      76.29     3/24/2025                       131,266       65,634 (3)      71.10     3/25/2024                       136,200       45,400 (4)      71.60     4/2/2023                       184,400       0       54.24     3/27/2022                       211,000       0       47.40     3/29/2021                       234,400       0       38.39     3/30/2020                       131,731       0       29.89     3/24/2019                                                   3,255 (5)      296,856                                     13,510 (6)      1,232,112   Michael R. Smith     0       10,000 (1)      99.92     3/29/2026                       3,331       6,662 (2)      76.29     3/24/2025                       5,600       2,800 (3)      71.10     3/25/2024                       6,825       2,275 (4)      71.60     4/2/2023                       9,200       0       54.24     3/27/2022                       7,200       0       47.40     3/29/2021                       8,000       0       38.39     3/30/2020                       10,300       0       29.89     3/24/2019                                                   253 (5)      23,074                                     844 (6)      76,973   Gordon M. Stetz, Jr.     0       32,858 (1)      99.92     3/29/2026                       13,323       26,646 (2)      76.29     3/24/2025                       32,800       16,400 (3)      71.10     3/25/2024                       34,050       11,350 (4)      71.60     4/2/2023                                                   832 (5)      75,878                                     3,377 (6)      307,982   Brendan M. Foley     0       28,572 (1)      99.92     3/29/2026                       6,661       13,324 (2)      76.29     3/24/2025                       16,200       8,100 (3)      72.00     3/25/2024                                                   724 (5)      66,029                                     1,688 (6)      153,946                                     928 (8)      84,634       Option Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Option Exercise Price ($)   Option Expiration Date   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) Alan D. Wilson   0   181,600(1)   71.60   4/2/2023             46,100   138,300(2)   54.24   3/27/2022             105,500   105,500(3)   47.40   3/29/2021             175,800   58,600(4)   38.39   3/30/2020             131,731   0   29.89   3/24/2019                             2,896(5)   199,824                     15,376(6)   1,060,944 Gordon M. Stetz, Jr.   0   45,400(1)   71.60   4/2/2023             9,725   29,175(2)   54.24   3/27/2022             22,250   22,250(3)   47.40   3/29/2021             15,843   12,375(4)   38.39   3/30/2020                             821(5)   56,649                     3,588(6)   247,572 W. Geoffrey   0   31,800(1)   71.60   4/2/2023         Carpenter   6,925   20,775(2)   54.24   3/27/2022             15,800   15,800(3)   47.40   3/29/2021             5,850   5,850(4)   38.39   3/30/2020             5,643   0   29.89   3/24/2019                             579(5)   39,951                     2,051(6)   141,519 Lawrence E. Kurzius   0   50,600(1)   71.60   4/2/2023             12,825   38,475(2)   54.24   3/27/2022             29,400   29,400(3)   47.40   3/29/2021             48,975   16,325(4)   38.39   3/30/2020                             821(5)   56,649                     4,357(6)   300,633 Charles T.   0   38,300(1)   71.60   4/2/2023         Langmead   9,725   29,175(2)   54.24   3/27/2022             22,250   22,250(3)   47.40   3/29/2021             12,375   12,375(4)   38.39   3/30/2020             15,874   0   29.89   3/24/2019                             676(5)   46,644                     3,588(6)   247,572 Mark T. Timbie   50,600   0   71.60   7/1/2018                             821(5)   56,649                     4,357(6)   300,633 McCORMICK & COMPANY, INCORPORATED - Proxy Statement32 Back to Contents     Option Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Option Exercise Price ($)     Option Expiration Date   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7)   Jeffery D. Schwartz     0       20,000 (1)      99.92     3/29/2026                       3,997       7,994 (2)      76.29     3/24/2025                       2,666       1,334 (3)      71.10     3/25/2024                       2,700       900 (4)      71.60     4/2/2023                       3,700       0       54.24     3/27/2022                       2,800       0       47.40     3/29/2021                                                   507 (5)      46,238                                     1,013 (6)      92,386                                     191 (9)      17,419   Malcolm Swift     0       28,572 (1)      99.92     3/29/2026                       6,661       13,324 (2)      76.29     3/24/2025                       16,400       8,200 (3)      71.10     3/25/2024                       20,400       6,800 (4)      71.60     4/2/2023                       27,700       0       54.24     3/27/2022                                                   724 (5)      66,029                                     1,688 (6)      153,946                                     30,000 (10)      2,736,000   (1) The remaining unvested stock options will vest in equal increments on April 3March 30 of 2014, 2015, 2016,2017, 2018, and 2017.2019. (2) The remaining unvested stock options will vest in equal increments on March 2825 of 2014, 2015,2017, and 2016.2018. (3) The remaining unvested stock options will vest in equal increments on March 3026 of 2014, and 2015.2017. (4) The remaining unvested stock options will vest in equal increments on March 31April 3 of 2014.2017. (5) In accordance with SEC rules, the amounts shown represent the threshold amounts of the equity component of the FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycle because our fiscal 20132016 performance does not exceed the threshold performance measure established for this MTIPLTPP cycle. (6) In accordance with SEC rules, the amounts shown represent the target amounts of the equity component of the FY2012-FY2014 MTIPFY2015-FY2017 LTPP cycle because our cumulative performance for fiscal years 20132016 and 20122015 exceeds the threshold performance measure established for this MTIPLTPP cycle. (7) In accordance with SEC rules, the amounts shown in the table are based on the closing market price of our Common Stock Non-Voting on November 30, 20132016 (the last business day of our fiscal year) of $69.00.$91.20. (8) Mr. Foley was granted 2,780 restricted stock units on June 2, 2014, 926 shares of which vested on each of March 15, 2015 and 2016 with the remaining shares to vest on March 15, 2017. (9) Mr. Schwartz was granted 571 restricted stock units on March 26, 2014, 190 shares of which vested on each of March 15, 2015 and 2016 with the remaining shares to vest on March 15, 2017. (10) Mr. Swift was granted 35,000 restricted stock units on May 28, 2014, 5,000 shares of which vested on May 28, 2016 with another 5,000 shares to vest on each of May 28, 2017 and 2018; and 10,000 shares per year on May 28, 2019 and 2020.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 30 McCORMICK & COMPANY, INCORPORATED - Proxy Statement33 Back to Contents Option Exercises and Stock Vested in Last Fiscal Year   The following table sets forth option exercises which occurredequity awards exercised and/or vested during fiscal 2013.2016.     Option Awards   Stock Awards   Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)(2)     Value Realized on Vesting ($)(2)   Lawrence E. Kurzius     —       —       3,672       334,886   Alan D. Wilson   -   -   -   -     —       —       14,687       1,339,454   Michael R. Smith     —       —       624       56,909   Gordon M. Stetz, Jr.   37,156   1,352,157   -   -     83,400       4,102,433       3,672       334,886   W. Geoffrey Carpenter   1,881   78,099   -   - Lawrence E. Kurzius   83,900   3,558,199   -   - Charles T. Langmead   97,676   2,946,079   -   - Mark T. Timbie   149,024   3,346,715   -   - Brendan M. Foley     —       —       926 (3)      86,831 (3)  Jeffery D. Schwartz     —       —       190 (4)      17,816 (4)  Malcolm Swift     26,950       1,330,139       6,836 (5)      656,343 (5)  (1) The amounts shown are calculated based on the difference between the closing market price of our common stock on the date of exercise and the exercise price of the options, multiplied by the number of shares for which the options were exercised. The actual value realized by each Named Executive Officer, after payment of related taxes and fees, was as follows: Mr. Stetz - $770,069; Mr. Carpenter - $49,825; Mr. Kurzius - $1,841,517; Mr. Langmead - $1,610,668;$2,072,680 and Mr. TimbieSwift - $1,990,029.$706,428. (2) Except for Messrs. Foley and Schwartz, the amounts shown for number of shares reflect the shares awarded for the equity portion of awards made under the FY2014-FY2016 LTPP cycle. The amounts shown for the value of these shares are calculated based on the closing market price of our Common Stock Non-Voting on the vesting date of $91.20, which was November 30, 2016 (the last business day of our fiscal year). (3) Mr. Foley was granted 2,780 restricted stock units on June 2, 2014, 926 shares of which vested on each of March 15, 2015 and 2016 with the remaining shares to vest on March 15, 2017. The amount shown is calculated based on the closing market price of our common stock on the date of vesting, multiplied by the number of vested shares. The actual value realized by Mr. Foley, after payment of related taxes and fees, was $55,659. (4) Mr. Schwartz was granted 571 restricted stock units on March 26, 2014, 190 shares of which vested on each of March 15, 2015 and 2016 with the remaining shares to vest on March 15, 2017. The amount shown is calculated based on the closing market price of our common stock on the date of vesting, multiplied by the number of vested shares. The actual value realized by Mr. Schwartz after payment of related taxes and fees, was $11,357. (5) Amounts shown include 5,000 shares of the 35,000 restricted stock units granted to Mr. Swift on May 28, 2014 that vested on May 28, 2016 with another 5,000 shares to vest on each of May 28, 2017 and 2018; and 10,000 shares per year on May 28, 2019 and 2020. The value realized on vesting is calculated based on the closing market price of our common stock on the date of vesting, multiplied by the number of vested shares. The actual value realized by Mr. Swift after payment of related taxes and fees, was $258,799.   PensionRetirement Benefits   Pension Plan McCormick’s U.S. tax-qualified pension plan for employees in the U.S. is a defined benefit, non-contributory plan. Similar to all other participants in the plan, the Named Executive OfficersMessrs. Wilson, Kurzius, Stetz, Smith, and Schwartz are generally eligible to participate in the plan upon completing one year of service. Mr. Foley is not eligible for the U.S. plan. Mr. Swift is also not eligible for the U.S. plan, but participated in the UK Pension Plan described below until he elected to withdraw from it in April 2016. The normal retirement age pursuant to the pension plan is 65, however a participant may retire at 62 without receiving a reduction in benefits due to age, or as early as 55 with their benefits reduced 5/12 of 1% per month for each month that the participant is less than age 62. As of November 30, 2013, Mr. Carpenter, Mr.2016, Messrs. Wilson, Kurzius, Mr. Langmead and Mr. WilsonStetz were eligible for early retirement with reduced benefits. Mr. Timbie elected to take early retirement effective July 1, 2013. Effective January 1, 2012, the pension plan was closed to new entrants; however, persons who were employees prior to January 1, 2012 will continue to accrue benefits under the pension plan in accordance with its existing terms before and after January 1, 2012. Additionally, on January 3, 2017, a decision was made to freeze the U.S. tax-qualified pension plan effective December 1, 2018, at which point additional benefits will cease to accrue.   The plan provides benefits (which are reduced by an amount equal to 50% of the participant’s Social Security benefit for those employees hired before December 1, 2000) based on the participant’s years of service and the highest average compensation over a period of five consecutive years. As defined in the plan, “years of service” means all of the executive’s years of service to McCormick after becoming eligible to enter the plan (generally after one year of employment with McCormick). However, if a participant experiences a total and permanent disability prior to age 65, the participant’s benefit will be based upon the participant’s years of service as if he or she had served to the later of age 65 or five years after the total and permanent disability and compensation as of the date of the total and permanent disability. Also as defined in the pension plan, “highest average compensation” means base pay only for employees hired prior to December 1, 2000, and base pay and annual incentive bonus for employees hired on or after December 1, 2000. All the Named Executive OfficersMessrs. Wilson, Stetz and Smith were hired prior to December 1, 2000, except Mr.2000. Messrs. Kurzius who wasand Schwartz were hired after that date.December 1, 2000.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement34 Back to Contents McCormick’s pension plan for employees based in the U.K. is the UK Pension Plan, which is a defined benefit, contributory plan. It closed in 2003. Mr. Swift’s inclusion in the UK Pension Plan as an Executive of McCormick UK was requested by the Company and approved by the Trustees of the UK Pension Plan. The Named Executive Officersnormal retirement age pursuant to the UK Pension Plan is 65; however, a participant may retire as early as age 55 with a reduction in benefit entitlement based on Actuarial tables. The UK Pension Plan provides benefits based on the participant’s years of service and the final pensionable salary (i.e., base pay less Basic State Pension offset). As defined in the UK Pension Plan, “years of service” means all of the executive’s years of service to McCormick after becoming eligible to enter the UK Pension Plan. Messrs. Kurzius, Stetz and Wilson also participate in the senior executive program of the supplemental executive retirement plan (“SERP”), which was adopted in 1979.1979, while Mr. Smith participates in the executive program of the SERP. As noted, on January 3, 2017, a decision was made to freeze the SERP effective February 1, 2017, at which point additional benefits ceased to accrue for participants in the SERP, including the above Named Executive Officers. The SERP provides a limited group of senior executives age 50 and older with an inducement to retire before age 65 by providing participating executives with an additional month of service credit for each month of service in the SERP between ages 55 and 60. For executive participants hired prior to December 1, 2000, the SERP includes a significant portion of the executives’ annual bonuses in the calculation of pension benefits. Specifically, the calculation of average monthly earnings includes 90% of 1/12 of the average of the five highest annual bonuses payable for any five of the ten calendar years immediately preceding termination. For Named Executive Officersparticipants hired on or after December 1, 2000, the SERP is calculated by multiplying the benefit amount by a factor based upon the Named Executive Officer’s wage grade at the date of retirement.   If the participating executive experiences a termination by McCormick without cause prior to age 55, the executive’s SERP benefit will vest immediately upon such termination and will be based upon the executive’s years of service and compensation as of the date of the termination. Only an annuity form of benefit is permitted under both the qualified plan and the SERP, except in the event of a change in control, and in that event, a lump sum benefit is paid under the SERP. The Compensation Committee has closedSERP but not under the senior executivequalified plan. While benefits under the SERP program to new entrants; however, as is the case with the pension plan,have been frozen effective February 1, 2017, executives who are currentlywere participating in the senior executive SERP program will continueretain benefits accrued up to accrue benefits under the planthat date in accordance with its existingthe SERP’s terms.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 31 Back to Contents The following table sets forth the accumulated benefit payable upon retirement to each of the Named Executive Officers pursuant to our defined benefit planplans and the SERP.   Name   Plan Name   Number of Years Credited Service (#)(1)   Present Value of Accumulated Benefit ($)(2)   Payments During Last Fiscal Year ($) Plan Name   Number of Years Credited Service (#)(1)   Present Value of Accumulated Benefit ($)(2)   Payments During Last Fiscal Year ($) Lawrence E. Kurzius Pension Plan   11 yrs. 11 mos.   329,943   0 SERP   15 yrs. 9 mos.   2,952,683   0 Alan D. Wilson   Pension Plan   19 yrs. 2 mos.   725,581   0 Pension Plan   22 yrs. 2 mos.   1,126,810   0 SERP   26 yrs. 3 mos.   16,105,692   0 Michael R. Smith Pension Plan   24 yrs. 6 mos.   715,218   0   SERP   20 yrs. 3 mos.   7,377,757   0 SERP   24 yrs. 6 mos.   956,980   0 Gordon M. Stetz, Jr.   Pension Plan   25 yrs.   628,736   0 Pension Plan   28 yrs.   1,191,876   0   SERP   25 yrs.   1,613,771   0 SERP   29 yrs. 2 mos.   4,470,594   0 W. Geoffrey Carpenter   Pension Plan   28 yrs. 6 mos.   1,355,300   0 Brendan M. Foley(3) Pension Plan   —   —   —   SERP   32 yrs. 8 mos.   3,787,533   0 SERP   —   —   — Lawrence E. Kurzius   Pension Plan   8 yrs. 11 mos.   183,322   0 Jeffery D. Schwartz(4) Pension Plan   7 yrs. 5 mos.   103,269   0   SERP   9 yrs. 9 mos.   898,268   0 SERP   —   —   — Charles T. Langmead   Pension Plan   35 yrs. 6 mos.   1,091,255   0 Malcolm Swift(5) UK Pension Plan   11 yrs. 1 mo.   814,076   0   SERP   37 yrs. 1 mo.   3,148,020   0     Mark T. Timbie   Pension Plan   15 yrs. 11 mos.   729,773   0   SERP   19 yrs. 10 mos.   3,605,795   0 (1) Represents the number of years of service credited to the Named Executive Officer under the respective plan, computed as of the same pension plan measurement date used pursuant to our fiscal 2013 audited2016 financial statements (November 30, 2013)2016). Actual years of service are as follows: Mr. Kurzius – 11 yrs, 11 mos; Mr. Wilson – 2023 yrs, 2 mos; Mr. Stetz - 26 yrs; Mr. CarpenterSmith – 2925 yrs, 6 mos; Mr. Kurzius -Stetz – 29 yrs; Mr. Foley – 2 yrs, 6 mos; Mr. Schwartz – 8 yrs, 11 mos; Mr. Langmead - 37 yrs, 45 mos; and Mr. TimbieSwift – 1611 yrs, 11 mos until his retirement effective July 1, 2013.mos. The difference in Mr. Wilson’s, Mr. Carpenter’s, Mr. Kurzius’, Mr. Langmead’s,Wilson’s, Mr. Smith’s and Mr. Timbie’sStetz’s credited service between the two plans is due to the additional credit provided by the SERP for each month of service in the Plan after age 55. (2) Amounts represent the actuarial present value of the Named Executive Officer’s accumulated benefit under each respective plan, computed as of the same pension plan measurement date used pursuant to our fiscal 2013 audited2016 financial statements. For a discussion of the assumptions used in this valuation, see Note 910 to our fiscal 2013 audited2016 financial statements. All assumptions are the same for purposes of the above calculation, other than the assumed retirement age is age 62, the earliest age at which the executives may retire with unreduced benefits. (3) Mr. Foley is not eligible for the Pension Plan or SERP. (4) Mr. Schwartz has yet to meet the requisite criteria for inclusion in the SERP. (5) As noted previously, Mr. Swift elected to withdraw from the UK Pension Plan in April 2016.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement35 Back to Contents Non-Qualified Deferred Compensation   In 1999,2000 Deferred Compensation Plan and Non-Qualified Retirement Savings Plan Effective January 1, 2000, McCormick adopted a deferred compensation plan (the “2000 DCP”) that allowsallowed a limited number of management employees in the U.S., including each of the Named Executive Officers, to defer up to 80% of their base salary and up to 80% of their annual cash bonusincentive each year. These percentages were chosen to provide maximum deferral flexibility while requiring sufficient non-deferral salary out of which federal withholding and certain other payroll-based items could be funded. McCormick makesmade no contributions to the plan. For all plan participants, including each of the participating Named Executive Officers, the deferred amounts are recorded in a notional deferred compensation account and change in value based upon the gains and losses of benchmark fund alternatives.   These fund alternatives under the 2000 DCP and the NQRSP are the same as those available under the McCormick 401(k) Retirement Plan, except there is also one real estate fund (which is generally publicly-available) that ispublicly available) offered under this plan that is not available under the McCormick 401(k) Retirement Plan because it was determined by the Investment Committee to have a risk level that is not appropriate to offer in the more general McCormick 401(k) Retirement Plan. Participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants subject to Section 16 of the Exchange Act). In light of the aforementioned freezing of the SERP and defined benefit pension plan, on January 3, 2017, McCormick adopted amendments to the deferred compensation plan establishing a Non-Qualified Retirement Savings Plan (the “NQRSP”) to provide for additional retirement benefits for certain employees, including the Named Executive Officers. Under the NQRSP, certain management employees in the U.S., including the Named Executive Officers, may defer up to 80% of their total cash compensation (base salary and annual incentive bonus). Employees are permitted to elect separate deferral percentages for the amounts of such compensation under the maximum annual compensation limit established by the IRS for the 401(k) plan, currently $270,000 for 2017 (the “IRS Limit”) and the amounts of compensation in excess of the IRS Limit. Beginning in 2018, McCormick will make a matching contribution to the deferred compensation account of eligible employees that defer compensation above the IRS Limit up to 4% of such amount for the 2018 fiscal year and up to 5% of such amount thereafter. Additionally, employees, including the Named Executive Officers, that have compensation in excess of the IRS Limit, will receive a contribution by McCormick into their deferred compensation account equal to 3% of the compensation amount in excess of the IRS Limit (provided that the amount of such contribution will be 7% of such amount for the partial year from February 1, 2017 through the end of 2017 to account for the fact that there is no matching contribution in 2017). In addition, to account for a portion of the benefit that would have been received under the SERP, and that will not be received under the NQRSP, the Company has agreed that (i) certain executives, including Messrs. Kurzius and Smith will be provided one time restricted stock unit grants during 2017, and (ii) that certain executives, including Messrs. Kurzius and Smith will receive transition credits to their deferred compensation account that are a percentage of compensation in excess of the IRS Limit. Such transition credits will be contributed for the 46-month period beginning on February 1, 2017 and ending on November 30, 2020.   In most cases, deferred amounts plus earnings are paid upon the participant’s retirement or termination of employment. For deferrals made prior to 2005, upon a participant’s termination of employment, the plan balance is paid on a lump-sum basis. Upon retirement, the plan balance is paid in either a lump sum or in 5, 10, 15, or 20-year installments based on the participant’s election made at the time of the deferral. For deferrals made in 2005 and beyond, the plan balance is paid six months following retirement or termination in either a lump sum or in 5, 10, 15, or 20-year installments based on the participant’s election made at the time of the deferral.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 32 Amounts deferred under the plan are held in a “rabbi” trust and, until distributed to the participants, are available to satisfy the claims of McCormick’s creditors. Defined Contribution Restoration Plan Effective January 1, 2014, McCormick adopted a Defined Contribution Restoration Plan (“DCRP”) which provided deferred compensation for a select group of management employees (hired on or after January 1, 2012), including eligible Named Executive Officers. The plan restored benefits that would have accrued under the McCormick 401(k) Retirement Plan but were restricted due to the limits on compensation imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code. Employees are not able to contribute to the DCRP. On January 3, 2017, and in connection with the establishment of the NQRSP, a decision was made to freeze the current DCRP effective February 1, 2017. Under the DCRP, annually, the Company made a profit sharing contribution to the participant’s account equal to 3% of eligible compensation in excess of the limits imposed by the Internal Revenue Service. The contributions are recorded in a notional account and change in value based upon the gains and losses of benchmark fund alternatives. These fund alternatives are the same as those available in the 2000 DCP. Participants in the DCRP may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants subject to Section 16 of the Exchange Act). Company contributions vest in increments of 10% per year beginning when the participant reaches age 50 and is fully vested at age 60. Any unvested contributions are forfeited upon separation. If the separation is the result of a change in control, disability, death, constructive discharge or discharge by the Company without cause, the participant’s account balance is deemed to be vested. In most cases, the vested account balance is paid as a lump sum six months after the participant’s retirement or termination of employment. If the separation is a result of disability, change in control or death, the lump sum is paid upon separation. Amounts deferred McCORMICK & COMPANY, INCORPORATED - Proxy Statement36 Back to Contents under the plan are held in a “rabbi” trust until distributed and are available to satisfy the claims of McCormick’s creditors. In December 2016, $16,841 was deposited into Mr. Foley’s account based on compensation earned in fiscal 2016. This amount is included in the Summary Compensation Table above (as fiscal 2016 compensation). Messrs. Wilson, Stetz, Kurzius, Smith, and Schwartz are not eligible to participate in the DCRP because they were hired prior to January 1, 2012. Mr. Swift is not eligible to participate in the DCRP, and there is no comparable plan in the U.K. The following table sets forth the Named Executive Officers’ contributions, account earnings and aggregate balance under the nonqualified deferred compensation planplans as of November 30, 2013.2016.   Name   Executive Contributions in Last FY ($)(1)   Aggregate Earnings in Last FY ($)(2)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last FYE ($)(3) Executive Contributions in Last FY ($)(1)   Aggregate Earnings in Last FY ($)(2)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last FYE ($)(3) Lawrence E. Kurzius 434,037   261,586   0   3,677,708 Alan D. Wilson   324,280   896,570   0   4,308,664 615,615   358,689   0   7,329,277 Michael R. Smith 36,664   3,070   0   39,733 Gordon M. Stetz, Jr.   123,559   107,319   0   959,912 119,694   18,988   34,874   1,296,434 W. Geoffrey Carpenter   51,888   31,531   0   456,619 Lawrence E. Kurzius   293,844   441,702   0   2,211,848 Charles T. Langmead   0   85,580   0   411,871 Mark T. Timbie   64,000   380,336   0   4,143,685 Brendan M. Foley(4) 0   0   0   0 Jeffery D. Schwartz 0   0   0   0 Malcolm Swift(5) —   —   —   — (1) Amounts represent deferrals of base salary and annual non-equity incentive plan compensation by each respective Named Executive Officer during fiscal 20132016 as follows: Mr. Kurzius - $177,192 (salary), $256,845 (non-equity incentive plan compensation); Mr. Wilson - $0 (salary), $324,280$615,615 (non-equity incentive plan compensation); Mr. Smith -$36,664 (salary), $0 (non-equity incentive plan compensation); Mr. Stetz - $49,269$61,346 (salary), $74,290$58,348 (non-equity incentive plan compensation); Mr. CarpenterFoley - $4,904$0 (salary), $46,984 (non-equity incentive plan compensation); Mr. Kurzius - $103,442 (salary), $190,402$0 (non-equity incentive plan compensation); and Mr. TimbieSchwartz - $64,000$0 (salary), $0 (non-equity incentive plan compensation). The salary amounts are included with the “Salary” column of the “Summary Compensation Table” above. The non-equity incentive plan compensation amounts are fiscal 20122015 annual incentive compensation that was paid during fiscal 20132016 and thus are not included in the Summary Compensation Table for fiscal 2013.2016. The “Executive Contributions in Last Fiscal Year” column does not include executive contributions made in fiscal 20142017 relating to non-equity incentive plan compensation earned in fiscal 2013.2016. (2) Non-qualified deferred compensation earnings are not above-market or preferential and therefore these amounts are not reported in the “Summary Compensation Table” above. (3) Of these amounts, the following aggregate amounts are included in the Summary Compensation Table above (either as fiscal 2011, 20122014, 2015 or 20132016 compensation) for each Named Executive Officer: Mr. Kurzius - $932,134; Mr. Wilson - $1,206,190;$1,962,565; Mr. Smith - $36,664; Mr. Stetz - $277,153;$345,156; Mr. Carpenter - $274,202; Mr. Kurzius - $941,089; Mr. LangmeadFoley - $0; and Mr. TimbieSchwartz - $852,398.$0. (4) Mr. Foley is the only Named Executive Officer eligible for the Defined Contribution Restoration Plan (DCRP). As of November 30, 2016, there was a balance of $11,114 in his DCRP account. In December 2016, a profit sharing contribution of $16,841 earned in fiscal 2016 was contributed to Mr. Foley’s DCRP account. (5) Mr. Swift is not eligible to participate in either nonqualified deferred compensation plan, and there are no similar plans in the U.K.   Potential Payments Upon Termination or Change in Control   McCormick does not maintain any employment agreements that provide the Named Executive Officers with payments upon a termination or change in control of McCormick that are not available generally to all employees of McCormick on a non-discriminatory basis. Similar to all McCormick employees, upon termination without cause, each Named Executive Officer, isexcept for Mr. Swift (as explained below), may be entitled to receive the following payments and benefits:   • a lump sum payment equal to his or her accrued but unused vacation time;     • post-employment health benefits for the remainder of the calendar month of departure and optional benefits payable under the Consolidated Omnibus Benefits Reconciliation Act for up to 18 months following termination; • severance equal to one week of base pay for every year of service, plus six weeks;     • in the event of a termination of employment due to total and permanent disability, a monthly payment equal to 50% of salary minus 50% of the Social Security payment received, paid in equal monthly installments until the executive attains age 65; and     • in the event of death before termination or retirement, a one-time benefit is paid to his or her beneficiary in an amount equal to the executive’s base salary, subject to a limit of $500,000.   In addition, upon termination of employment, including retirement, the applicable Named Executive Officers are entitled to receive their respective balances pursuant to our nonqualified deferred compensation plan, as described above under “Non-Qualified Deferred Compensation.”   Mr. Swift is entitled to receive the following payments and benefits: • a lump sum payment equal to his accrued but unused vacation time; • in the event of disability which precludes Mr. Swift from carrying out his duties and lasts longer than 26 weeks, insurance is in place to cover 75% of his pre-disability salary for the duration of the disability, age 65, or death, whichever comes first; and • in the event of death before termination or retirement, a one-time benefit is paid to his beneficiary in an amount equal to his base salary, subject to a limit of four times the UK Pension Plan cap of £154,420 (or $232,294). Additionally, as described above, the Company’s executive officers, including Mr. Swift, participate in McCormick’s Severance Plan for Executives (the “Severance Plan”). McCORMICK & COMPANY, INCORPORATED - Proxy Statement37 Back to Contents The Severance Plan provides for severance and other benefits to eligible employees under two situations: (i) if they experience an involuntary termination without “cause” or a voluntary termination for “good reason,” each as defined in the Severance Plan; or (ii) in the event of a termination as described above that occurs within six months before a “change in control” or within two years after a “change in control” as defined in the Severance Plan. An eligible employee who experiences such termination and executes (and does not revoke) a general release of claims against the Company will receive the following payments and benefits: Element Termination Under Change in Control Termination Without “Cause” or For “Good Reason” Cash Severance (Base + Bonus) CEO = 2.5X All Others = 2.0X using full year bonus at target CEO = 1.5X All Others = 1.0X using full year bonus at target Long-Term Performance Plan Full vesting of all open cycles, pay at target Pro-rata vesting at actual performance level Stock Options Full vesting of all options Immediate vesting for options that would have vested during the severance period; exercise within 1 year (1.5 years for CEO) Annual Incentive Pay pro-rata at target Pay pro-rata at target Eligible employees are subject to a number of covenants, including a covenant not to compete with the Company or solicit its customers or employees for a period ranging from 12 months (or 18 months for the Chief Executive Officer) to 24 months following termination of employment. The Severance Plan does not provide for any tax gross-up payments to any eligible employee to offset any excise taxes that may be imposed as a result of the severance benefits. Instead, if the payments described above would be subject to the excise tax, then the payments will be reduced to a level at which no payments would be subject to the excise tax if doing so would result in the employee being able to retain a greater benefit after giving effect to the income tax consequences (including the excise tax). Equity Plans   The vesting schedules underOn March 25, 2015, the Board of Directors of the Company adopted and approved Amendment No. 1 to McCormick’s 2013 Omnibus Incentive Plan (the “2013 Plan”), in which the Company’s executive officers are eligible to participate. Before the amendment, the 2013 Plan provided that all outstanding equity awards accelerate(whether or not vested) would become fully exercisable and payable immediately upon death, total and permanent disability, involuntary termination without cause, retirement and a “change in control” (defined below).as defined in the plan. Amendment No. 1 grants the Compensation Committee the discretion to include in any award agreement a provision providing for different treatment of the award (other than it becoming fully exercisable and payable) in connection with a “change in control.” While this benefit is available to all of our equity plan participants equally, pursuant to SEC requirements, we have included this acceleration benefit in the table below.   A“change in control”is generally defined as:   • the consolidation or merger of McCormick with or into another entity where McCormick is not the continuing or surviving corporation, except for any consolidation or merger in which, generally, the holders of McCormick’s Common Stock and Common Stock Non-Voting immediately before the consolidation or merger own in excess of 50% of the voting stock of the surviving corporation;     • any sale, lease, exchange or other transfer of all or substantially all of the assets of McCormick;     • any person becoming the beneficial owner, directly or indirectly, of McCormick securities representing more than 13% (or 35% in the event that the vote limitation provision of McCormick’s Charter is deemed unenforceable) of the voting power of all the outstanding securities of McCormick having the right to vote in an election of the Board; or     • directors elected by the Company’s stockholders at the most recent annual meeting of stockholders, and any new directors approved by at least a majority of the directors then in office, cease to constitute a majority of the members of the Board.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 33 In connection with the approval and adoption of Amendment No. 1 to the 2013 Plan, on March 25, 2015, the Board of Directors of the Company approved a new form of Non-Qualified Stock Option Award Agreement (the “New Option Agreement”) to govern awards of non-qualified stock options granted on and after March 25, 2015, to the Company’s executive officers who participate in the Severance Plan. The New Option Agreement provides that outstanding unvested stock options will not accelerate automatically upon a “change in control” (as defined in the Severance Plan). Instead, accelerated vesting will only occur in the event of a qualifying termination that occurs within six months before a “change in control” or within two years after a “change in control” as defined in the Severance Plan. Accordingly, non-qualified stock options under the 2013 Omnibus Incentive Plan require a “double trigger” for acceleration of vesting to occur. In addition, the New Option Agreement subjects option holders to a number of covenants similar to those provided under the Severance Plan, including a covenant not to compete with the Company or solicit its customers or employees. The New Option Agreement also amended stock option agreements outstanding prior to March 25, 2015 to make clear that an option holder who violates these covenants will forfeit all outstanding awards and the gain on any awards that have previously been exercised. McCORMICK & COMPANY, INCORPORATED - Proxy Statement38 Back to Contents Estimates of Payments Upon Termination or Change in Control   The table below sets forth estimated payment amounts each Named Executive Officer would have received, unless otherwise noted, upon death, total and permanent disability, retirement, involuntary termination without cause, or change in control, assuming a triggering event on November 30, 2013.2016. For purposes of the estimated amounts below, we have assumed that the price per share of our common stock was $69.00,$91.20, the closing market price of our Common Stock Non-Voting on November 30, 20132016 (the last business day of our fiscal year).   In addition, we have not included each applicable Named Executive Officer’s award under the Annual Performance-Based Incentive Compensationannual performance-based incentive compensation program, or their respective balances pursuant to our Non-Qualified Deferred Compensation Plan, as these amounts are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” and the “Aggregate Balance at Last FYE” column of the Non-Qualified Deferred Compensation” table, above. Amounts payable to Mr. Timbie, who retired in 2013, are discussed separately below under “Treatment of NEO who Terminated Employment in 2013.”   Potential Payments Upon Termination or Change in Control (“CIC”)   Alan D. Wilson   Gordon M. Stetz, Jr.   W. Geoffrey Carpenter   Lawrence E. Kurzius   Charles T. Langmead Mid-Term Incentive Program:                               FY2012-2014 Performance Period                               Retirement/Death/Disability/Involuntary Termination(1)   $ 1,000,000   $ 233,333   $ 133,333   $ 283,333   $ 233,333 CIC     1,500,000     350,000     200,000     425,000     350,000 FY2013-2015 Performance Period                               Retirement/Death/Disability/Involuntary Termination(1)     500,000     141,667     100,000     141,667     116,667 CIC     1,500,000     425,000     300,000     425,000     350,000 Equity Awards:                               Accelerated Stock Options(2)     6,113,854     1,290,022     826,988     1,702,639     1,290,022 Pension Plan Payment(3)                               Retirement/Involuntary Termination/CIC     725,581     628,736     1,355,300     183,322     1,091,255 Disability     637,070     686,424     941,395     222,404     808,813 Death     364,213     285,365     649,617     87,261     565,198 SERP Payment(4)                               Retirement/Involuntary Termination/CIC     7,377,757(6)     1,613,771(7)     3,787,533(8)     898,268(9)     3,148,020(10) Disability     5,416,323     1,811,540     1,839,331     966,133     1,929,135 Death     4,093,825     442,418     1,916,749     477,284     1,818,276 Disability Benefits(5)     356,882     106,882     81,882     121,882     106,882 Potential Payments Upon Termination or Change in Control (“CIC”)   Lawrence E. Kurzius     Alan D. Wilson     Michael R. Smith     Gordon M. Stetz, Jr.     Brendan M. Foley     Jeffery D. Schwartz     Malcolm Swift   Cash Severance Payment:                                                         Involuntary Termination Without Cause(1)   $ 4,050,000     $ 3,780,000     $ 1,150,000     $ 1,500,000     $ 1,325,000     $ 880,000     $ 1,029,765   CIC(2)     6,030,000       6,195,000       1,975,000       2,550,000       2,252,500       1,520,000       1,750,601   Long-Term Performance Plan:                                                         FY2015-2017 Performance Period                                                         Retirement/Death/Disability/ Involuntary Termination Without Cause(3)     500,000       1,333,333       83,333       333,333       166,667       100,000       166,667   CIC(4)     750,000       2,000,000       125,000       500,000       250,000       150,000       250,000   FY2016-2018 Performance Period                                                         Retirement/Death/Disability/ Involuntary Termination Without Cause(3)     583,333       750,000       58,333       191,667       166,667       116,667       166,667   CIC(4)     1,750,000       2,250,000       175,000       575,000       500,000       350,000       500,000   Equity Awards:                                                         Accelerated Stock Options                                                         Retirement/Death/Disability/CIC(5)     1,173,518       3,996,867       200,200       949,392       354,181       163,644       496,761   Involuntary Termination Without Cause(6)     1,173,518       3,102,948       150,535       750,746       254,836       104,029       397,416   Accelerated RSUs                                                         Retirement/Death/Disability/CIC(7)     —       —       —       —       84,634       17,419       2,736,000   Involuntary Termination Without Cause(8)     —       —       —       —       76,882       16,416       1,551,768   Pension Plan Payment(9)                                                         Retirement/Involuntary Termination/CIC     340,459       1,161,659       715,218       1,220,431       —       103,269       751,167 (17)  Disability     345,785       984,172       928,320       1,090,751       —       296,758       751,167    Death     163,241       582,892       352,229       570,441       —       53,209       556,572   SERP Payment(10)                                                         Retirement/Involuntary Termination/CIC     2,952,683 (13)      16,105,692 (14)      0 (15)      4,612,266 (16)      —       —       —   Disability     2,342,509       12,694,442       1,345,955       3,638,495       —       —       —   Death     1,406,687       8,010,544       252,267       2,141,002       —       —       —   Defined Contribution Restoration Plan(11)     —       —       —       —       11,114       —       —   Disability Benefits(12)     301,426       376,426       101,426       138,926       116,426       51,426       305,786   (1) These amounts represent the cash severance payment that would be received if involuntary termination without cause occurred on November 30, 2016. (2) These amounts represent the cash severance payment that would be received if a change in control termination occurred on November 30, 2016. (3) These amounts represent target awards for the FY2012-2014FY2015-2017 and FY2013-2015FY2016-2018 performance cycles, adjusted pro rata based on service through November 30, 2013.2016. The Mid-Term Incentive ProgramLong-Term Performance Plan provides that these amounts would be further adjusted (0-200%) based on McCormick’s performance. (4) These amounts represent target awards for the FY2015-2017 and FY2016-2018 performance cycles, paid at target in the event of a Change In Control. (2)(5) These amounts represent the potential gain on all options that would become exercisable if a triggering event occurred on November 30, 2016. The amounts are calculated by taking the closing price on November 30, 2016, less the exercise price, times the number of unexercisable in-the-money options as of November 30, 2016. (6) These amounts represent the potential gain on options that would become exercisable during the severance period if a triggering event occurred on November 30, 2013.2016. The severance period is defined as 18 months for the CEO and 12 months for all others. The amounts are calculated by taking the closing price on November 30, 2013,2016, less the grantexercise price, times the number of unexercisable in-the-money options that would have vested within the severance period as described above. McCORMICK & COMPANY, INCORPORATED - Proxy Statement39 Back to Contents (7) These amounts represent the potential earnings on all RSUs that would vest if a triggering event occurred on November 30, 2016. The amounts are calculated by taking the closing price on November 30, 2016 times the number of vested RSUs as of November 30, 2013.2016. (8) These amounts represent the potential earnings on RSUs that would vest during the period from grant date to the qualifying separation date if a triggering event occurred on November 30, 2016, expressed as a proportion of each vesting period. (3)(9) Present value of benefits payable immediately if triggering event occurred on November 30, 2013.2016. The amounts are calculated based on the 20132016 FAS disclosure discount rate of 5.23%4.59%, the Generational RP-2000 combinedMILES (Mercer Industry Longevity Experience Study) no collar table for the Consumer Goods and Food & Drink industry Mortality Table for post-retirementhealthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement consistent with the financial disclosures and the PBGC Disability Life Mortality Tables (III and IV) for post-disability mortality. Because the Change in Control benefits payable from the Non-Qualified plan are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Qualified plan benefit assumed to be paid as a lump sum. See the narrative to the “Pension Benefits” table above for a discussion of the payment formulae upon the various termination events. (10) (4) Present value of benefits payable immediately if triggering event occurred on November 30, 2013.2016. The amounts are calculated based on the 20132016 FAS disclosure discount rate of 5.09%4.52%, the Generational RP-2000 combinedMILES (Mercer Industry Longevity Experience Study) no collar table for the Consumer Goods and Food & Drink industry Mortality Table for post-retirementhealthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement consistent with the financial disclosures and the PBGC Disability Life Mortality Tables (III and IV) for post-disability mortality. Because the Change in Control benefits payable from the Non-Qualified plan are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Qualified plan benefit assumed to be paid as a lump sum. See the narrative to the “Pension Benefits” table above for a discussion of the payment formulae upon the various termination events. (11) Mr. Foley is the only Named Executive Officer eligible for the Defined Contribution Restoration Plan (DCRP); he is neither eligible for the U.S. Pension Plan nor the SERP. As of November 30, 2016, there was a balance of $11,114 in his DCRP account. In December 2016, a profit sharing contribution of $16,841 earned in fiscal 2016 was contributed to Mr. Foley’s DCRP account. (5)(12) The amount shown is an estimated annual benefit paid to the Named Executive Officer in the event that he becomes totally and permanently disabled.Thedisabled. The amounts are calculated on the amount in excess of the $255,000$265,000 limit. The amounts set forth in the table above assume the executive’sexecutives’ current base salary and one-half of the maximum Social Security offset, as applicable. (13) (6) As of November 30, 2013,2016, the present value of benefits associated with involuntary termination for Mr. Kurzius would have been $2,952,683 and $2,880,690 for change in control. The amount shown for Mr. Kurzius represents the present value of benefits associated with retirement. (14) As of November 30, 2016, the present value of benefits associated with involuntary termination for Mr. Wilson would have been $7,783,683$16,105,692 and $7,661,159$15,640,332 for change in control. The amount shown for Mr. Wilson represents the present value of benefits associated with retirement. (15) (7) As of November 30, 2013,2016, the present value of benefits associated with involuntary termination for Mr. Smith would have been $511,479 and $430,199 for change in control. The amount shown for Mr. Smith represents the present value of benefits associated with retirement, for which Mr. Smith is not yet vested under the SERP. (16) As of November 30, 2016, the present value of benefits associated with involuntary termination for Mr. Stetz would have been $913,041$4,612,266 and $823,909$4,525,476 for change in control. The amount shown for Mr. Stetz represents the present value of benefits associated with retirement. (17) (8) As of November 30, 2013,The amount shown for Mr. Swift is the present value of benefits associated with involuntary termination for Mr. Carpenter would have been $3,787,533 and $3,730,057 for change in control. The amount shown for Mr. Carpenter represents the present value of benefits associated with retirement. (9) Asretirement as of November 30, 2013,2016. There would be no additional benefits payable to Mr. Swift through the present value of benefits associated with involuntary termination for Mr. Kurzius would have been $949,803 and $938,975 forUK Pension Plan under either a change in control. The amount shown forcontrol or an involuntary separation. In either case, Mr. Kurzius representsSwift would become a deferred member of the present value of benefits associated with retirement. (10) As of November 30, 2013, the present value of benefits associated with involuntary termination for Mr. Langmeadplan and his pension would have been $3,351,784 and $3,289,240 for change in control. The amount shown for Mr. Langmead represents the present value of benefits associated with retirement.be payable on retirement at age 65.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement 34 McCORMICK & COMPANY, INCORPORATED - Proxy Statement40 Back to Contents Treatment of NEO who Terminated Employment in 2013 Mr. Timbie voluntarily retired from the Company effective July 1, 2013. Upon his retirement, Mr. Timbie was entitled to receive pension and SERP benefits described in the “Pension Benefits Table” above, as well as retiree health benefits for himself and his dependents, in accordance with the Company’s health plan for retired employees, under which he and the Company share the cost of that continued coverage. Mr. Timbie is also eligible for retiree life insurance coverage under the Company’s retiree life insurance program. The following was provided to Mr. Timbie as a retiree: • Payment of $130,000 (equal to three months base salary) made in recognition of his service and for facilitating succession planning. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” above; • Payment of $17,000 for accrued but unused vacation time as of his retirement date. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” above; • Payment of $6,250 for the balance of fiscal 2013, which is equal to what he would have earned had he been a participant in the Company’s Employee Dividend program. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” above; • Payment of $550 as a retirement gift based on years of service. This amount is included in the “All Other Compensation” column of the “Summary Compensation Table” above; and • All of his outstanding stock options were fully vested as of his retirement date. Vested stock options can be exercised the sooner of five years from retirement or the original expiration date. The in-the-money value of the vested options on July 1, 2013 was $1,832,307 based on $70.54 per share, the NYSE closing price per share of the Company’s Common Stock Non-Voting on July 1, 2013. Equity Compensation Plan Information The following table summarizes information about McCormick’s equity compensation plans as of November 30, 2013:2016:     Number of securities to be issued upon exercise of outstanding options, warrants and rights   Weighted-average exercise price of outstanding options, warrants and rights   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) Plan Category (a)   (b)   (c) Equity Compensation Plans approved by security holders(1) Common Stock 4,293,4754,770,293 Common Stock Non-Voting 580,888258,235   Common Stock $49.5267.74 Common Stock Non-Voting $35.2134.52   Common Stock 5,051,6562,124,792 Common Stock Non-Voting 2,613,1702,556,290 Equity Compensation Plans not required to be approved by security holders Common Stock 0 Common Stock Non-Voting 0   Common Stock $00.00 Common Stock Non-Voting $00.00   Common Stock 0 Common Stock Non-Voting 0 TOTAL Common Stock 4,293,4754,770,293 Common Stock Non-Voting 580,888258,235   Common Stock $49.5267.74 Common Stock Non-Voting $35.2134.52   Common Stock 5,051,6562,124,792 Common Stock Non-Voting 2,613,1702,556,290 (1) Includes the 2001 Stock Option Plan, the 2004 Directors Non-Qualified Stock Option Plans, the 2004 Long-term Incentive Plan, the 2007 and 2013 Omnibus Incentive Plans and the target amount that could be earned under the stock component of the FY2012-FY2014FY2014-FY2016, FY2015-FY2017 and FY2013-FY2015 MTIPFY2016-FY2018 LTPP cycles. Also includes options granted to foreign nationals pursuant to plans for certain non-US subsidiaries and in lieu of participation under the 2001 Stock Option Plan and the 2004 Long-Term Incentive Plan. Except for minor variations required by tax laws of various jurisdictions, the terms and conditions of such options are substantially the same as the options granted under the U.S.US plans. (2) In addition to plans included in footnote (1), includes the Directors’ Share Ownership Plan and 2009 Employee Stock Purchase Plan. McCORMICK & COMPANY, INCORPORATED - Proxy Statement 35 Back to Contents Report of Audit Committee The responsibilities of the Audit Committee are defined in a Charter which has been approved by the Board of Directors. The Committee’s Charter is available at McCormick’s Investor Relations website at ir.mccormick.comir.mccormick. com under “Corporate Governance,” then “Board Committees - Descriptions & Charters.” Among other things, the Charter gives the Committee the responsibility for reviewing McCormick’s audited financial statements and the financial reporting process. In carrying out that responsibility, the Committee has reviewed and discussed McCormick’s audited financial statements with management, and it has discussed with McCormick’s independent registered public accounting firm the matters which are required to be discussed by Statement onunder Auditing Standards No. 61 (Communication with Audit Committees), as amended and as adoptedpromulgated by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T., including PCAOB Auditing Standard No. 1301 (Communication with Audit Committees). In addition, the Committee has received and reviewed the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with such firm its independence. The Audit Committee has reviewed the fees of the independent registered public accounting firm for non-audit services and believes that such fees are compatible with the independence of the independent registered public accounting firm.   Based on these reviews and discussions, the Committee recommended to the Board of Directors that McCormick’s audited financial statements be included in McCormick’s Annual Report on Form 10-K for the fiscal year ended November 30, 2013.2016. The Committee also decided to appoint the accounting firm of Ernst & Young LLP to serve as the independent registered public accounting firm of McCormick for fiscal year 2017, subject to ratification by the stockholders of McCormick, because of, among other things, the quality and efficiency of the services they provide, their capabilities, technical expertise and knowledge of McCormick’s operations and industry, and their ability to remain independent.   All members of the Audit Committee are “independent” pursuant to the requirements of McCormick’s Corporate Governance Guidelines, the NYSE’s Listing Standards, and applicable SEC rules.     Submitted by: Audit Committee     Patricia Little, Chair Michael A. Conway J. Michael Fitzpatrick Jacques Tapiero   McCORMICK & COMPANY, INCORPORATED -Proxy Statement41 Back to Contents Fees of Independent Registered Public Accounting Firm Audit Fees   The audit fees billed for professional services rendered by Ernst & Young LLP for the audit of McCormick’s annual financial statements, including certain required statutory audits, for the most recent fiscal year and the review of the financial statements included in McCormick’s Quarterly Reports on Form 10-Q for the most recent fiscal year were $4.1$5.0 million. For the 20122015 fiscal year, such fees were $3.8$4.6 million. Audit Related Fees   The aggregate fees billed for all audit related services rendered by Ernst & Young LLP for the most recent fiscal year were approximately $200,000,$50,000, and for the 20122015 fiscal year were approximately $400,000.$500,000. Audit related services principally include due diligence in connection with acquisitions, consent and comfort letter procedures with the offering of securities, accounting consultations, employee benefit plan audits, and consultations in connection with dispositions. agreed upon procedures. Tax Fees   The aggregate fees billed for all tax services rendered by Ernst & Young LLP for the most recent fiscal year were approximately $400,000,$200,000, and for the 20122015 fiscal year were approximately $1.7 million.$300,000. Tax services principally include tax compliance, tax advice and tax planning. All Other Fees   Other professional services include advisory services and tax round tables. The aggregate fees billed for other professional services rendered by Ernst & Young LLP for the most recentdid not render other professional services in fiscal year were approximately $60,000. For the 20122016 or fiscal year, such fees were $30,000.2015.   The Audit Committee has adopted policies and procedures for the pre-approval of the above fees. All requests for services to be provided by Ernst & Young LLP are submitted to the Manager of Internal Audit Director, who subsequently requests pre-approval (for service fees of $250,000 or less) from the Audit Committee Chair. Requests for services in excess of $250,000 require approval from the entire Audit Committee. A schedule of pre-approved services is reviewed by the entire Audit Committee at each Audit Committee meeting.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 36 McCORMICK & COMPANY, INCORPORATED -Proxy Statement42 Back to Contents PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors and the general public. At the Company’s Annual Meeting of Stockholders on March 30, 2011, our stockholders were given the opportunity to endorse or not endorse, on a non-binding advisory basis, our compensation program for Named Executive Officers by voting for or against a resolution calling for the approval of such program for the 2010 fiscal year. Stockholders approved the compensation program with more than 95% of the votes cast by the holders of Common Stock. Our approach to executive compensation in 2013 is substantially the same as the approach stockholders approved in 2011. In keeping with the preference expressed by our stockholders at the 2011 annual meeting of stockholders, our Board has committed to having a “say-on-pay” vote every three years. Stockholders will be asked to vote again on how frequently we should hold the “say-on-pay” vote no later than at the Company’s 2017 Annual Meeting of Stockholders. The Company continues to design its executive compensation program to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and increase stockholder value. We believe that our compensation policies and procedures are centered on pay-for-performance principles and are strongly aligned with the long-term interests of our stockholders. See “Compensation of Executive Officers – Compensation Discussion and Analysis” above. The Company is presenting the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse our pay program for Named Executive Officers by voting for or against the following resolution (a “say-on-pay” vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, our Board of Directors intends to carefully consider the stockholder vote resulting from the proposal in making future decisions regarding our compensation program. “RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in the proxy statement.” Required Vote of Stockholders The affirmative vote of a majority of the votes cast by holders of the shares of Common Stock present in person or by proxy at a meeting at which a quorum is present is required (on a non-binding advisory basis) to endorse the compensation of the Company’s Named Executive Officers. The Board of Directors recommends that stockholders vote FOR the proposal. McCORMICK & COMPANY, INCORPORATED - Proxy Statement 37 Back to Contents PROPOSAL 32 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors has ratified the Audit Committee’s appointment of the accounting firm of Ernst & Young LLP to serve as the independent registered public accounting firm of McCormick for fiscal year 2014,2017, subject to ratification by the stockholders of McCormick. Ernst & Young LLP were first appointed to serve as the independent registered public accounting firm of McCormick in 1982 and are considered by the Audit Committee and the management of McCormick to be well qualified. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.   Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification as a matter of good corporate governance practice with a view towards soliciting stockholders’ opinions which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting of Stockholders, the Audit Committee will reconsider whether to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of McCormick and its stockholders. Required Vote of Stockholders The affirmative vote of a majority of the votes cast by holders of the shares of Common Stock present in person or by proxy at a meeting at which a quorum is present is required to ratify the appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm.   The Board of Directors recommends that stockholders vote FOR ratification.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement43 Back to Contents PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors and the general public. At the Company’s Annual Meeting of Stockholders on March 26, 2014, our stockholders were given the opportunity to endorse or not endorse, on a non-binding advisory basis, our compensation program for Named Executive Officers by voting for or against a resolution calling for the approval of such program for the 2013 fiscal year. Stockholders approved the compensation program with more than 95% of the votes cast by the holders of Common Stock. The Company continues to design its executive compensation program to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and increase stockholder value. We believe that our compensation policies and procedures are centered on pay-for-performance principles and are strongly aligned with the long-term interests of our stockholders. See “Compensation of Executive Officers – Compensation Discussion and Analysis” above. The Company is presenting the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse our pay program for Named Executive Officers by voting for or against the following resolution (a “say-on-pay” vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, our Board of Directors intends to carefully consider the stockholder vote resulting from the proposal in making future decisions regarding our compensation program. “RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in the proxy statement.” Required Vote of Stockholders The affirmative vote of a majority of the votes cast by holders of the shares of Common Stock present in person or by proxy at a meeting at which a quorum is present is required (on a non-binding advisory basis) to endorse the compensation of the Company’s Named Executive Officers. The Board of Directors recommends that stockholders vote FOR the proposal. McCORMICK & COMPANY, INCORPORATED -Proxy Statement44 Back to Contents PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION The Company is presenting this proposal, which gives you as a stockholder the opportunity to inform the Company as to how often you wish the Company to include a “say-on-pay” proposal, similar to Proposal Three, in our proxy statement (a “say-on-frequency” vote). While this say on frequency vote is advisory in nature and therefore will not bind us to adopt any particular frequency, our Board of Directors intends to carefully consider the stockholder vote resulting from the proposal in determining how frequently we will hold “say-on-pay” votes. Please note that as a stockholder you have the choice to vote for one of the following choices, as indicated on the proxy card: to hold the advisory vote on executive compensation every year, every other year, every third year, or to abstain from voting. The Board of Directors values constructive dialogue on executive compensation and other important governance topics with our stockholders. The Board believes an advisory vote every year will provide an effective way for stockholders to timely express their views about our executive compensation program and enable the Board and the Compensation Committee to determine the current stockholder sentiment. Required Vote of Stockholders Stockholders are not voting to approve or disapprove the recommendation of the Board of Directors that the non-binding advisory vote on the compensation of the Company’s Named Executive Officers (as set forth in Proposal Three) be held every year. For the purposes of the non-binding advisory vote on this Proposal Four, the Company will take into consideration the stockholder vote on each of the alternatives set forth in the proxy card with respect to this Proposal. The Board of Directors recommends that stockholders vote FOR the “1 Year” alternative set out in the proxy card. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires McCormick’s directors and executive officers, and persons who own more than 10% of a registered class of McCormick’s equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of such equity securities of McCormick. To McCormick’s knowledge, based upon the reports filed and written representations regarding reports required during the fiscal year ended November 30, 2013,2016, no executive officer or any director of McCormick failed to file reports required by Section 16(a) on a timely basis. Other Matters Management knows of no other matters that may be presented for consideration at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy to vote such proxy in accordance with their judgment on such matters.   McCORMICK & COMPANY, INCORPORATED -Proxy Statement45 Back to Contents Voting Procedures The affirmative vote of a majority of all votes cast by holders of Common Stock present in person or by proxy at a meeting at which a quorum is present is required for the election of each director nominee (Proposal One), the advisory vote on executive compensation (Proposal Two) and the ratification of the appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm (Proposal Two) and the advisory vote on executive compensation (Proposal Three). With respect to Proposal Four, shareholders have the choice of voting to hold an advisory vote on executive compensation every year, every other year, every third year, or abstaining. Abstentions and “broker non-votes” (see below), if any, are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted inpursuant to the mannerinstructions stated on the proxy card.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 38 Back to Contents Under current NYSE rules, the proposal to ratify the appointment of independent auditors (Proposal Three)Two) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least 15 days before the date of the Annual Meeting of Stockholders. In contrast, the proposal to elect directors (Proposal One) and the proposalproposals relating to “say-on-pay” (Proposal Two)Three) and “say-on-frequency” (Proposal Four) are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these matters may not vote on Proposals One and Two.these proposals. These so-called “broker non-votes” will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the vote for these proposals. Householding of Annual Disclosure Documents Pursuant to SEC rules, McCormick intends to send a single annual report and proxy statement to any household where two or more stockholders reside unless it has received contrary instructions from the stockholders. This rule benefits both stockholders and McCormick. It eliminates unnecessary mailings delivered to your home and helps to reduce McCormick’s expenses. Each stockholder will continue to receive a separate proxy card. If your household receives a single set of disclosure documents for this year, and you would prefer to receive a duplicate copy, please contact McCormick’s delivery agent, Broadridge Financial Solutions, Inc., by calling its toll-free number, 800-542-1061,866-540-7095, by sending an electronic mail message to sendmaterial@proxyvote.com, or by writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY, 11717. McCormickBroadridge will provide you with a duplicate copy promptly. If you share an address with another McCormick stockholder and you would prefer to receive a separate set of annual disclosure documents in the future, or both of you would prefer to receive only a single set of McCormick’s annual disclosure documents, please contact Broadridge Financial Solutions, Inc. at the above telephone number or address. Stockholder Proposals For 2015for 2017 Annual Meeting Pursuant to SEC rules, proposals or director nominations of stockholders to be presented at the 20152017 Annual Meeting must be received by the Secretary of McCormick at the Company’s principal executive offices not less than 120 calendar days before February 14, 201516, 2018 (i.e., on or before October 17, 2014)19, 2016) to be considered for inclusion in the 20152018 proxy statement.   Stockholders wishing to submit proposals or director nominations at the 20152018 Annual Meeting that are not to be included in such proxy statement material must deliver notice to the Secretary at the principal executive offices of McCormick no later than the close of business on the 60thday, nor earlier than the close of business on the 90thday, prior to the first anniversary of the preceding year’s annual meeting (i.e., between December 26, 201429, 2017 and January 26, 2015)2018). Stockholders are also advised to review McCormick’s By-Laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.   McCORMICK & COMPANY, INCORPORATED - Proxy Statement 39 McCORMICK & COMPANY, INCORPORATED -Proxy Statement46 Back to Contents   Our Corporate Social Responsibility (CSR)   As“We’re investing financial and human resources now to create a global flavor company, we are sensitivesustainable pathway of environmental and social development for tomorrow.” Lawrence E. Kurzius Chairman, President & Chief Executive Officer Our CSR vision “To grow our business globally, while driving positive change to the issues facing the world at large,environment, within our nationcommunities, and the local communities where we live and work. Sincefor our earliest days as a company, we have held a strong commitment to the communities we are a part of and the planet as a whole.employees.”   As part ofOur CSR priority areas reflect our 125th year anniversary as a flavor innovator, McCormick is embarking on a yearlong journey that celebrates the power of flavor. At the heart of this celebration ispillars: • Power of People – Empowering our employees and improving local communities • Taste You Trust – Investing in sustainable agriculture • Inspiring Healthy Choices – Providing healthy flavor solutions and encouraging healthy eating • Delivering High Performance – Improving operational efficiencies We published an interim CSR report in 2016 with more details about our belief that the ways we experienceactivities and enjoy flavor unites people and cultures around the world. Each of us has a flavor story. Share yours, and McCormick will donate $1, up to $1.25 million, to the United Way to help feed those in need.impact.   Join us for a taste of 2014! Please share your flavor story atwww.flavoroftogether.com Learn more about McCormick   About Us, Interim CSR Review:Report, Flavor Forward: mccormickcorporation.com     Investor Relations, Annual Report and Proxy Materials: ir.mccormick.com     Flavor of Together: flavoroftogether.com Flavor Forecast: flavorforecast.com Back to Contents   McCORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE SPARKS, MD 21152 VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 1:00 p.m. (ET) on March 25, 2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by McCormick & Company, Incorporated in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 1:00 p.m. (ET) on March 25, 2014. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to McCormick & Company, Incorporated, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M65644-P43709                KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. McCORMICK & COMPANY, INCORPORATED THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOREACH OF THE LISTED NOMINEES. 1. Election of Directors Nominees: For Against Abstain 1a. J. P. Bilbrey 1b. J. M. Fitzpatrick 1c. F. A. Hrabowski, III 1d. P. Little 1e. M. D. Mangan 1f. M. M. V. Preston 1g. G. M. Stetz, Jr. 1h. W. E. Stevens 1i. J. Tapiero     1j. A. D. Wilson     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL. For Against Abstain 2.  ADVISORY VOTE ON EXECUTIVE COMPENSATION. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL. For Against Abstain 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Back to Contents   McCORMICK & COMPANY, INCORPORATED ANNUAL MEETING OF STOCKHOLDERS Wednesday, March 26, 2014 Important Notice Regarding the Availability of Proxy Materials for the 2014 Annual Meeting of Stockholders to be held on March 26, 2014: The 2014 Notice of Annual Meeting and Proxy Statement, 2013 Annual Report and Proxy Card are available at www.proxyvote.com. M65645-P43709 McCORMICK & COMPANY, INCORPORATED proxy PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Alan D. Wilson and W. Geoffrey Carpenter and each of them, the proxies of the undersigned, with several powers of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on March 26, 2014, and at any and all adjournments thereof, in accordance with the ballot on the reverse side and in accordance with their best judgment in connection with such other business as may properly come before the Annual Meeting. Shares of Common Stock held under The McCormick 401(k) Retirement Plan (“Plan”) will be voted in accordance with procedures established under the Plan to provide for the confidentiality of information relating to the exercise of voting and similar rights by participants. Absent specific instructions, such shares will be voted in the manner set forth below, in accordance with the terms of the Plan document. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS APPEARING ON THE PROXY, PROXIES WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR ADVISORY VOTE ON EXECUTIVE COMPENSATION, FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS SET FORTH HEREIN, AND IN THE BEST DISCRETION OF THE PROXIES ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING ANY ADJOURNMENT. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR ALL NOMINEES LISTED IN ITEM 1, FOR ITEM 2, AND FOR ITEM 3. Continued and to be signed on reverse side