The J. M. Smucker Company (SJM) Earnings Call Transcript & Summary

Good day, and welcome to the J. M. Smucker Company annual meeting of stockholders. I'd now like to turn the conference over to Richard Smucker. Please go ahead.

Good morning, and welcome. I'm Richard Smucker, Executive Chairman of the Board of the J. M. Smucker Company. I'd like to start this 2020 Annual Shareholder Meeting by thanking you, our shareholders, for your ongoing support and commitment to your company. We feel fortunate to be able to host this meeting virtually, so we can do our part to limit the spread of COVID-19. For more than 120 years, the J. M. Smucker Company has grown and flourished, thanks to the unwavering commitment to making quality products that meet the evolving needs of our consumers. As we continue to evolve in what we do to address the changing consumer landscape, how we do things remains rooted in our basic beliefs that have made this company great. We have found that a company's culture based on a set of values and principles continues to yield the best results in our people, our products, our partners and our communities. And that, we believe, leads to long-term growth for our shareholders. Our success as a company depends on the many dedicated people at Smucker who continue our long-standing commitment to doing the right things and doing things right. So allow me to acknowledge some of those individuals by introducing the company's Board of Directors, our executive officers and special guests who are with us this morning. In addition to myself, our directors are: Kathryn Dindo, Retired Vice President and Chief Risk Officer of FirstEnergy Corporation; Paul Dolan, Chairman and Chief Executive Officer of the Cleveland Indians; Jay Henderson, Retired Vice Chairman, Client Service, of PricewaterhouseCoopers Limited; Gary Oatey, Executive Chairman of the Oatey Company; Kirk Perry, President, Brand Solutions, of Google. Sandra Pianalto, Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland; Nancy Lopez Russell, Founder of the Nancy Lopez Golf Company and Nancy Lopez Golf Adventures; Alex Shumate, North American Managing Partner of the law firm Squire Patton Boggs; Mark Smucker, President, Chief Executive Officer of the J. M. Smucker Company; Tim Smucker, Chairman Emeritus of the J. M. Smucker Company; and Dawn Willoughby, Former Executive Vice President and Chief Operating Officer of the Clorox Company. At this time, I would like to take a moment to recognize Kathryn Dindo and Gary Oatey, who are retiring from our Board this month. Kathryn, who we call Kitty, has served as the Director of the company for over 20 years. The expertise and perspective she brought to our Board from her long career, beginning with Ernst & Young, where she was a partner and ending as Chief Risk Officer for FirstEnergy has been invaluable. We will miss her contributions as a key member of the audit committee and her thoughtful counsel on some of the most important decisions we've made during the last 2 decades. Similarly, it's been a pleasure to have Gary serving as a director for the last 17 years. Gary's century-old family business and his exposure to a variety of different business structures and industries allowed him to provide valuable insights and perspectives as we aggressively pursued growth via acquisitions. This same experience also made him a perfect fit for our executive compensation and nominating committees. Kitty and Gary, thank you both for your many contributions, your distinct leadership and unwavering commitment to the Board and to the company. We wish you the best and know your contributions will continue to have a lasting influence on the future of our company. In addition, with us today are director nominees Susan Chapman-Hughes and Jodi Taylor. Susan has been the Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations, Global Commercial Services at the American Express Company since 2018. And Jodi has been the Chief Financial Officer, Chief Administrative Officer and Secretary of The Container Store Group since 2016. Both Susan and Jodi have extensive experience, and we look forward to the valuable insights they will bring to our Board. Turning to the officers of the company. In addition to me and Mark, our Executive officers are Mark Belgya, Vice Chairman; John Brase, Chief Operating Officer; Amy Held, Chief Strategy and International Officer; Jeannette L. Knudsen, Chief Legal and Compliance Officer and Secretary; Tucker Marshall, Chief Financial Officer; Jill Penrose, Chief People and Administrative Officer; and Geoff Tanner, Chief Marketing and Commercial Officer. I would like to take a moment to also recognize Mark Belgya, who will be retiring from our company on September 1. Throughout Mark's 35 years with the company, he has been instrumental to building and shaping the company that we are today. He is a humble, respected and servant leader who has been a role model and mentor to many of us within and outside our company. Mark started with Smucker's in internal audit in 1985 and subsequently held multiple positions in finance, including Controller and Treasurer. In 2005, Mark was promoted to Chief Financial Officer, and again, to Vice Chair in 2016. During his 15-year tenure as our Chief Financial Officer, our company's annual sales grew from $2 billion to nearly $8 billion today. His guidance and leadership have been integral to this transformational growth, and he's been at the center of every acquisition and divestiture that helped to diversify and strengthen our portfolio. Personally, I'm incredibly grateful for Mark's counsel and friendship, both of which I've had the pleasure of experiencing for many years. Mark, thank you again for your commitment to our company. We wish you and your family the very best in retirement. We would also like to introduce and welcome our auditors from our independent accounting firm, Ernst & Young; Josh Jenkins, Aaron Schwartz; and Craig Glaser. Josh has recently rotated off the Smucker account, and we would like to thank him for his service for the past 5 years. As noted in our agenda for the meeting, we will first address our official business of reviewing and voting on the proposals in the proxy materials, and we will then respond to any shareholders' questions. Several of our executive officers and our independent auditors will be available during the question-and-answer session to respond to appropriate questions. Now I ask Jeannette Knudsen Canusa to establish that the meeting has been duly called to order and that a quorum is present for the annual meeting.

Thank you, Richard. The Board fixed June 22, 2020, 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 2020 annual report were mailed to shareholders of record beginning on July 1, 2020. Carl T. Hagberg & Associates and Associates has been appointed to act as inspector of election at this meeting. Todd Shafer, a representative from the firm, is participating and has submitted the report to me, confirming that there are present by proxy more than the required majority of the total shares outstanding. Since a quorum is present, this meeting may proceed to transact business.

The 2020 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 Ernst & Young's audit reports for the fiscal year ended April 30, 2020, have been posted to the meeting site for inspection. Our audit committee has reviewed the audit reports and approve the financial statements in the annual report. The business of this meeting is limited to the 4 management proposals included in the proxy statement. I will now ask Jeannette to review the management's proposals, along with the voting results for each proposal.

The polls for shareholder voting are now open. Any shareholder who did not submit a proxy or submitted a proxy or wishes to revoke it and vote in person may do so by clicking on the voting button on the web portal following the 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 votes submitted here today are not included in the results that will be recorded today, but will be tabulated and included with the final results. The first proposal concerns the election of 12 directors as set forth in the proxy statement to serve for a term of 1 year, which will expire at the 2021 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 1-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, 2021. An affirmative vote of the holders of the majority of the votes cast on this proposal, or 95%, was received past 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 past the proposal. Accordingly, the proposal is approved. The fourth proposal is the approval of the JM Smucker Company 2020 equity and incentive compensation plan. An affirmative vote of the holders of a majority of the votes cast on this proposal giving effect to the 10 votes per share provisions of the articles of incorporation, or 95%, was received to pass the proposal. Accordingly, the proposal is approved. This concludes voting results. The company will publicly announce the final voting results on or before August 25, 2020, through the filing of a Form 8-K with the Securities and Exchange Commission. I will now turn it back over to Richard.

Thank you, Jeannette. I declare the polls closed. The ballots and proxies will be counted by and held in the possession of the inspector of elections. As there is no further formal business to come before the annual meeting, I declare this 2020 annual meeting of shareholders adjourned and all matters before it closed. I would now like to turn the meeting over to Mark Smucker, President and Chief Executive Officer of the company, for the question-and-answer portion of our meeting.

Let me begin by thanking all of our employees for their efforts this past year and for their continued dedication as we move ahead. We are proud of our team's numerous accomplishments, particularly the ability to provide a steady supply of food to people and pets throughout the COVID-19 pandemic. Their efforts have been appreciated by our consumers and customers and will help deliver long-term growth and shareholder value. We would also like to extend our gratitude to our Board of Directors and to you, our shareholders, for your continued support of our company.

[Operator Instructions] Please note that this meeting is being recorded. [Operator Instructions] Any appropriate questions that we do not get to will be addressed on our company website. Now we'll take the first question.

Why are recipe cards no longer included with the annual report?

Can you repeat the question?

I'll repeat that question. The first question is why are recipe cards no longer included with the annual report?

This is Mark Smucker. Thanks for the question. Every year, we review and update our annual report format. And since we have moved so many of our recipes virtually all online on our multiple online properties, hundreds of our recipes can found -- be found on those websites and those online properties.

Next question is with the company offering a match for qualifying charitable gifts, I'm curious why more directors have not submitted such a request.

This is Mark again. Our directors have many avenues and means through which they can contribute to whatever they're passionate about in terms of charitable giving. And our matching program is just one venue that they have, and it's ultimately at their discretion.

Our next question. As members of the founding family and executives of the company, does it bother the Smucker's to have a CEO pay ratio of 136:1? Have they ever looked at how the CEO pay ratio has changed over the many years of the company's history?

This is Richard Smucker. The CEO ratio calculation is actually a newer disclosure, probably established about 3 years ago. So we really don't have a historical record of that. We do use an independent executive compensation consultant to make compensation recommendations to our comp committee, and they use a number of measures, including comparing with our benchmarking peers with about -- I think there are about 15 companies on that benchmarking. And we are certainly in line with our pay for all of our executives, including the CEO.

Our next question is not a question but a comment that I'll read. And thank you. As institutional investors, we just wanted to acknowledge your commitment to diversity and we appreciate your efforts in this area as well as disclosing the makeup of your Board in your 2020 proxy statement. Thank you. Next question. What percentage do Pet Food sales contribute to total sales for Smucker?

Pet Food sales, this is Mark again, contribute approximately 37% to 38% of our total sales.

Okay. Next question. How do you see fiscal year 2021 shaping up for Smucker's Pet Food group?

So as you all know, next Tuesday, we have our earnings call, and we will -- our first quarter earnings call, and we will, at that time, talk about the outlook for the rest of the year.

Next question. How does the company think about the challenges of diversity and inclusion generally and racial diversity at the Board level, particularly? Diversity has been shown to enhance decision-making and provides protection against possible group think and insularity?

Thanks for the question. This is Mark again. First of all, I would say we're very proud of our Board -- the diversity of our Board, the diverse, different thoughts and thinking that our Board brings to us as well as the makeup of the Board. We -- in light of the recent events in our country, we unequivocally denounce racism, intolerance, bias, violence and all types of injustice. And I will say that what these events have really brought to light is a heightened awareness of the work that we can do as a company to continue to make sure that our inclusion and diversity efforts within the company are world-class. And so we actually have accelerated much of our efforts around bias training, hiring practices and so forth to ensure that we truly have a representative employee population, and it does start with our Board.

So this is Richard again. It looks like there are no further questions today. So we want to thank you all for being on the call. And we look forward to the next opportunity to share our results, which come next week, as Mark said. And we will hopefully see all of you sometime in the future, not just online. Thank you so much for being here.

Conference has now concluded. Thank you for attending today's presentation. You may now disconnect.