The J. M. Smucker Company (SJM)
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AGM 2024

Aug 14, 2024

Mark Smucker
CEO and Chairman of the Board, The J.M. Smucker Co.

Good morning, and welcome to our 2024 Annual Meeting of Shareholders. I'm Mark Smucker, Chair of the Board and Chief Executive Officer of the J.M. Smucker Company. I'd like to start this 2024 Annual Meeting of Shareholders by thanking you, our shareholders, for your continued commitment and investment in the J.M. Smucker Company. Before we get underway, I want to let you know that today's session is being recorded and a replay can be accessed via our corporate website. Also, today's event may contain forward-looking statements that reflect our expectations about the future performance of our business, and actual results may differ due to risks and uncertainties. We continue to be encouraged by the momentum for our business and brands, and we remain confident in our strategy and ability to deliver sustainable and consistent long-term growth for our shareholders.

Fiscal 2024 was a year of significant progress for our company amid a dynamic operating environment. Our performance reflected progress against our strategy, improved execution capabilities, the resilience of our categories, and consumers' sustained demand for our portfolio of leading brands. I am pleased with the continued momentum of our business and proud of our work to establish the foundation that allows us to achieve this success. Over the past few years, we reshaped our portfolio to create greater focus and prioritization on our strategy. We enhanced our capabilities, notably reshaping our marketing and sales functions to create a world-class commercial model, establishing leadership positions with key customers, and developing breakthrough creative for our iconic brands. We also introduced our transformation office, which serves as a savings and productivity engine, enabling us to identify and activate opportunities for value creation and operational efficiency for strategic reinvestment in our business.

With the progress we have made as an organization and the consistency of our financial results, we are well-positioned to take bold action in service of our commitment to long-term growth. We did just that in fiscal year 2024 with the acquisition of Hostess Brands. The acquisition brings some of America's most popular sweet snack brands into our already strong portfolio and provides the company with leadership in the highly attractive snacking market. Snacking is one of the largest and fastest-growing center-of-store categories in the US. In fact, 70%, of consumers eat at least two snacks a day, and indulgent snacking is growing faster than alternatives. Our entry into this category also amplifies our focus on convenient food and beverage occasions, allowing us to meet consumer preferences and needs across all parts of the day.

In addition to the opportunity to serve as steward for the Hostess Brands portfolio, we are excited about the highly complementary capabilities of our businesses. We will benefit from the Hostess Brands' proven innovation platform and convenience channel presence. Our sweet baked snacks business will gain advantages from our commercial organization, which includes our best-in-class capabilities in brand building and marketing, consumer insights, and sales, along with our presence and strong relationships in the grocery and mass channels. Lastly, the acquisition of Hostess Brands increases confidence in delivering on our long-term financial goals by advancing our scale, profitability, and cash flow. Looking ahead, we are poised for continued success, grounded in our ability to deliver on our proven strategy, the enduring demand for our portfolio of brands, and our talented employees who continue to execute with excellence.

Together, we will continue to deliver on our commitment to achieve long-term growth while making a meaningful, positive impact in the world and on the lives of those who count on us. Our ability to deliver on our ambitions as a company is driven by the many dedicated people at Smucker who share in our passion. With this in mind, I'd like to welcome the company's board of directors, executive leadership team, and our auditors from Ernst & Young, who are here with us this morning. As noted in the agenda for the meeting, we will first address our official business of reviewing and voting on the proposals in the proxy materials and then respond to any shareholder questions. Our executive leadership team, the chairs of our board committees, and our independent auditors will be available during the question and answer session to respond to appropriate questions.

Now, I ask our Chief Legal Officer and Secretary, Jeannette Knudsen, to establish that the meeting has been duly called to order and that a quorum is present for the annual meeting.

Jeannette Knudsen
Chief Legal Officer and Secretary, The J.M. Smucker Co.

Thank you, Mark. The board fixed June 17, 2024, as the record date for determining the shareholders entitled to vote at this meeting. An affidavit is with the Inspector of Election, attesting to the fact that the notice of the annual meeting, the proxy statement, and the 2024 annual report were mailed to shareholders of record beginning on June 28, 2024. Louis Larson has been appointed to act as Inspector of Election at this meeting and has submitted a report to me confirming that there are more than the required majority of total shares outstanding present by proxy. Since the quorum is present, this meeting may proceed to transact business.

Mark Smucker
CEO and Chairman of the Board, The J.M. Smucker Co.

The 2024 annual meeting is now called to order. The complete minutes of last year's annual meeting of shareholders, as well as a copy of the company's most recent annual report on Form 10-K that includes the financial statements and EY's audit reports for the fiscal year ending April 30, 2024, have been posted to the meeting site for inspection. Our audit committee has reviewed the audit reports and approved the financial statements in the annual report. The business of this meeting is limited to the three management proposals included in the proxy statement. I will now ask Jeannette to review the management proposals, along with the voting results for each proposal.

Jeannette Knudsen
Chief Legal Officer and Secretary, The J.M. Smucker Co.

The polls for shareholder voting are open. Any shareholder who did not submit a proxy or submitted a proxy and wishes to revoke it and vote in person, may do so by clicking on the voting button on the web portal and following instructions there. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. Any vote submitted today will not be included in the results that we will report today, but will be tabulated and included with the final results. The first proposal concerns the election of 10 directors as set forth in the proxy statement to serve for a term of one year, which will expire at the 2025 annual meeting.

Each of the director nominees has received a majority of the votes cast in favor of their election to the board. The nominees are hereby elected for a one-year term and further until their successors are otherwise appointed or elected. The second proposal is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending April 30, 2025. An affirmative vote of the holders of a majority of the votes cast on this proposal, or 93%, was received to pass the proposal. Accordingly, the proposal is approved. The third proposal is the advisory vote on the company's executive compensation. An affirmative vote of the holders of a majority of the votes cast on this proposal, or 94%, was received to pass the proposal. Accordingly, the proposal is approved. This concludes the voting results.

The company will publicly announce the final voting results on or before August 20th, 2024, through the filing of a Form 8-K with the Securities and Exchange Commission.

Mark Smucker
CEO and Chairman of the Board, The J.M. Smucker Co.

Thank you, Jeannette. I declare the polls closed. The proxies will be counted by and held in the possession of the Inspector of Election. As there is no further formal business to come before the annual meeting, I declare this 2024 Annual Meeting of Shareholders adjourned and all matters before it closed. In closing, I want to reiterate the confidence we have in our organization and employees, the enduring strength of our proven strategy, and the excitement that exists around our brands in coffee, frozen handheld and spreads, pet, and sweet baked snacks. Today, more than 90% of U.S. homes have a product from our portfolio in their pantries. With this strong foundation, our company is uniquely positioned to deliver continued growth and shareholder value. To all our shareholders, we thank you for your support and trust in the J.M. Smucker Company.

We are now happy to take your questions. Joining me for this Q&A session are members of the company executive leadership team and our board committee chairs, Dawn Willoughby, Chair of the Nominating, Governance, and Corporate Responsibility Committee, Susan Chapman Hughes, Chair of the Compensation and People Committee, and Jody Taylor, Chair of the Audit Committee. If you are a validated shareholder and have a question, please enter it on the web portal. Out of consideration for others, please limit yourself to one question. Please note, this meeting is being recorded. We will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Any appropriate questions that we do not have time for will be addressed on our company website. Now, we'll take the first question.

Speaker 3

Our first question is: Please explain the rationale behind buying Hostess Brands when weight loss drugs may lessen demand. How is integration going?

Mark Smucker
CEO and Chairman of the Board, The J.M. Smucker Co.

Thanks for the question. This is Mark. First of all, you know, as I mentioned in the prepared remarks, snacking is still a very important category, and in fact, indulgent snacks are seeing higher growth than other less indulgent snacks. Seventy percent of consumers are eating at least two snacks a day. So clearly, there is, you know, a lot of growth potential for Hostess. We have high hopes for the brand. The integration is actually going excellent and is on track. And if you think about that brand and the snacking category, our portfolio broadly provides a lot of alternatives to for consumers in different day parts, in different types of snacking. We do offer options that have less sugar, higher protein, and so forth.

So you know, we continue to believe that our portfolio provides the right offerings and meets consumer needs. And we will continue to listen very closely to what the consumer is asking. And as it relates to weight loss drugs, this is a trend that we are watching very closely, and we have not seen any material impact to our business from that trend, and we will continue to monitor. And we will continue to offer consumers alternatives, such as products that contain less sugar, as I mentioned before. So, again, very high hopes for the brand, integration going well, and we look forward to reporting out more in our next earnings call.

Speaker 3

At this time, there are no more questions in the queue. I'll turn the call back over to Mark Smucker for a few closing comments.

Mark Smucker
CEO and Chairman of the Board, The J.M. Smucker Co.

Well, thank you to all of our shareholders for your support over the years, and in particular, this last year, especially with, obviously, the acquisition of Hostess. We really appreciate the support. We will continue to do all of the right things to continue to deliver strong shareholder value, and thank you for your time today.

Speaker 4

The meeting has now concluded. Thank you for joining, and have a pleasant day.

The host has ended this call. Goodbye.

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