Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Agreement
On
The Revolving Credit Agreement provides for a
Under the terms of the Revolving Credit Agreement, the Company must maintain, as of the last day of each fiscal quarter commencing with the first fiscal quarter ending after the date of the Revolving Credit Agreement, a ratio of EBITDA to interest expense of at least 3.75 to 1.00. Such test is subject to certain exceptions and qualifications set forth in the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The Revolving Credit Agreement also contains certain customary events of default. Subject to certain funds provisions, if an Event of Default (as defined in the Revolving Credit Agreement) has occurred and is continuing, the Revolving Agent may declare that outstanding loans and any accrued interest and fees are due and payable by the applicable borrower.
Several of the lenders under the Revolving Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including investment banking, commercial banking, advisory, cash management, custody, and trust services for which they receive customary fees and may do so in the future.
A copy of the Revolving Credit Agreement is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Revolving Credit Agreement.
Increase in Size of Commercial Paper Program
As previously disclosed in a Current Report on Form 8-K filed on
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pari passu with all of the Company's other unsecured and unsubordinated
indebtedness. The net proceeds of issuances of the Notes are expected to be used
for general corporate purposes. The Company plans to use its revolving credit
facility as a liquidity backstop for its borrowings under the CP Program. As of
One or more of the Dealers and their respective affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including investment banking, commercial banking, advisory, cash management, custody, and trust services for which they receive customary fees and may do so in the future.
The Notes will not be registered under the Securities Act or state securities laws and may only be offered and sold in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the Notes in any jurisdiction in . . .
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 above is incorporated in this Item 2.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the "Meeting") virtually on
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1. The shareholders elected the following eleven Directors to each serve a one-year term expiring at the 2022 Annual Meeting of Shareholders. The votes on this proposal were as follows: Number of Votes For Against Abstain Broker Non-Votes Susan E. Chapman- Hughes 82,933,156 689,385 129,585 11,334,649 Paul J. Dolan 79,085,425 4,482,070 184,631 11,334,649 Jay L. Henderson 82,744,742 788,700 218,684 11,334,649 Kirk L. Perry 82,168,370 1,353,069 230,687 11,334,649 Sandra Pianalto 82,991,073 652,831 108,222 11,334,649 Alex Shumate 81,221,316 2,407,360 123,450 11,334,649 Mark T. Smucker 82,712,874 851,213 188,039 11,334,649 Richard K. Smucker 80,436,734 2,927,350 388,042 11,334,649 Timothy P. Smucker 81,875,776 1,661,978 214,372 11,334,649 Jodi L. Taylor 82,897,222 724,768 130,136 11,334,649 Dawn C. Willoughby 82,985,136 652,147 114,843 11,334,649
2. The shareholders ratified the appointment of
Company's independent registered public accounting firm for the fiscal year endingApril 30, 2022 . The votes on this proposal were as follows: Number of Votes
For Against Abstain Broker Non-Votes 86,785,284 8,130,704 170,787 -
3. The shareholders approved, on an advisory basis, the Company's executive
compensation, as disclosed in the Company's 2021 Proxy Statement. The votes on this proposal were as follows: Number of Votes
For Against Abstain Broker Non-Votes 76,880,334 6,256,872 614,920 11,334,649
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit 10.1 Revolving Credit Agreement, dated as ofAugust 19, 2021 , by and amongThe J. M. Smucker Company ,Smucker Foods of Canada Corp. ,Bank of America, N.A ., as Administrative Agent, and the several financial institutions andU.S. subsidiaries of the Company from time to time party thereto. 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. 4
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