Independent
Tenure on this board
6.4 yrs
Also a director at
Morningstar Inc (MORN)
11 nominees · 3 ballot items.
Election of directors; ratification of Ernst & Young LLP as independent auditors; advisory (non-binding) approval of executive compensation (say-on-pay).
Elect the listed nominees to the Company’s Board of Directors to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm for fiscal 2026.
Management asks stockholders to ratify appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm for fiscal 2026. The Audit Committee and Board recommend ratification, citing EY’s long tenure, institutional knowledge, audit quality, cost efficiency, technical expertise, and processes ensuring independence (including lead partner rotation and pre-approval limits on non-audit services). Although not required by law, the ratification is presented as good governance and the Audit Committee will reconsider retention if stockholders do not ratify. The recommendation argues that changing auditors could be disruptive and costly; however, the Committee retains discretion to change auditors if warranted. The proposal is routine in nature and carries limited controversy, focusing primarily on auditor qualifications, oversight, and audit independence.
Non-binding advisory vote to approve the compensation of Named Executive Officers as disclosed in the proxy materials for fiscal 2025.
Management is asking shareholders to cast a non-binding advisory vote to approve the company's executive compensation program for fiscal 2025 as disclosed in the proxy materials. The Board recommends a 'for' vote, citing alignment of compensation with pay-for-performance principles, a mix of short- and long-term incentives tied to adjusted EPS, net sales growth, and other metrics, and recent changes to award mix intended to strengthen alignment (e.g., replacing options with RSUs). The proposal is advisory and does not bind the Board, but the Board will consider the results in future compensation decisions. The Company received strong support (~98% for) on its prior say-on-pay vote in 2025, which the CHCC considered in making no substantive changes to the 2025 program. The proposal is governance-focused and has limited controversy; key considerations for investors include the level of pay versus performance, the structure of incentives (PSUs/RSUs), and the company's historical alignment of realized pay with shareholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.14% | 16,512,212 | $833M |
| 2 | STATE STREET CORP | 5.71% | 15,345,206 | $774M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.16% | 13,864,616 | $699M |
| 4 | Aristotle Capital Management, LLC | 4.71% | 12,664,378 | $639M |
| 5 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 3.43% | 9,204,544 | $464M |
| 6 | BlackRock, Inc. | 3.34% | 8,982,604 | $453M |
| 7 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.72% | 7,318,184 | $369M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.18% | 5,850,676 | $294M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.12% | 5,700,426 | $288M |
| 10 | BlackRock, Inc. | 1.96% | 5,277,442 | $266M |
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