MKCMcCormick & Company
McCormick is a global leader in flavor. We manufacture, market, and distribute herbs, spices, seasoning mixes, condiments, and other flavorful products to the entire food and beverage industry: retailers, food manufacturers, and foodservice businesses. 10-K, Item 1
Deals between MKC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-02-18 reports that the one filed 2025-02-13 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-02-13.
Procedure Regarding Transactions with a Related Person“On November 11, 2025, following Audit Committee approval, the Company repurchased 39,014 shares of Common Stock from trusts affiliated with Mr. Kurzius at $65.54 per share, which was the market price on the date the Company agreed to purchase the shares from the trusts.”
Read it in the proxy ↗
No longer reported 2 paragraphs of the proxy filed 2025-02-13 with nothing like them this year
Procedure Regarding Transactions with a Related Person“The procedure provides that any actual or potential related person transaction 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 CEO and 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).”
Read it in last year's proxy ↗
Procedure Regarding Transactions with a Related Person“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.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Procedure Regarding Transactions with a Related Person“The procedure provides that any actual or potential related person transaction is reviewed and analyzed by McCormick’s General Counsel. If the transaction in question is determined to be a related person transaction, the General Counsel will report the transaction, together with a summary of materials facts to the Audit Committee. The Audit Committee will review and consider the relevant facts and circumstances according to the related person transaction procedure and determine whether to approve the transaction.”
Read it in the proxy ↗
The whole section 8 paragraphs, proxy filed 2026-02-18
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:”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“(a) a transaction involving compensation to an executive officer if it has been approved, or recommended to the Board of Directors for approval, by the Compensation and Human Capital Committee (the "CHCC") of the Board of Directors or a group of independent directors of the Company performing a similar function;”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“(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;”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“(c) 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; 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; and (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.”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“The procedure provides that any actual or potential related person transaction is reviewed and analyzed by McCormick’s General Counsel. If the transaction in question is determined to be a related person transaction, the General Counsel will report the transaction, together with a summary of materials facts to the Audit Committee. The Audit Committee will review and consider the relevant facts and circumstances according to the related person transaction procedure and determine whether to approve the transaction.”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“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.”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“Except as described below, McCormick does not believe that any director, executive officer or other greater than 5% stockholder has had any direct or indirect material interest in an actual or proposed related person transaction since the beginning of fiscal 2025.”
Read it in the proxy ↗
Procedure Regarding Transactions with a Related Person“On November 11, 2025, following Audit Committee approval, the Company repurchased 39,014 shares of Common Stock from trusts affiliated with Mr. Kurzius at $65.54 per share, which was the market price on the date the Company agreed to purchase the shares from the trusts.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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