Total net sales of $9.1 billion, an increase of 4 percent versus the prior year;

Adjusted earnings per share was $9.15*, a decrease of 10 percent versus the prior year;

Free cash flow was $1.2 billion*, an increase of $339.6 million versus the prior year; and

Return of cash to shareholders through dividends was $464.7 million.

Mark T. Smucker | Chief Executive Officer, President and Chair of the Board

See Appendix A for a reconciliation of financial measures presented under generally accepted accounting principles in the United States (“GAAP”) to non-GAAP financial measures.

   DATE AND TIME   

 Wednesday, August 12, 2026 | 1:00 p.m. Eastern Time

   LIVE WEBCAST   

 www.virtualshareholdermeeting.com/SJM2026

1

To elect as directors the eleven nominees named in the Proxy Statement and recommended by the Board whose term of office will expire in 2027;

2

To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm (the “Independent Auditors”) for the 2027 fiscal year;

3

To approve, on a non-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials; and

4

To consider and act upon any other matter that may properly come before the Annual Meeting.

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  BY MAIL

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  Complete, sign, date, and return

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 Call toll-free (U.S. or Canada)

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 12, 2026

A majority of directors will be independent as required by the rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”), and as further set forth in the Guidelines;

All members of the Committees will be independent, and there will be at least three members on each of the Committees;

All members of the Committees and the chairs of the Committees will be appointed by the Board on the recommendation of the Nominating Committee, and the Board intends to rotate the chairs of the Committees every five years, which will be done on a staggered basis to allow for continuity;

The independent directors will meet in executive session on a regular basis in conjunction with regularly scheduled meetings of the Board and the Committees, and such meetings will be chaired by a lead independent director (in such role, the “Lead Independent Director”), who will be selected by the independent directors;

The Lead Independent Director will coordinate the activities of the other independent directors and perform such other duties and responsibilities as the Board may determine, including those set forth below under the heading “Executive Sessions and Lead Independent Director;”

The Board and each of the Committees will conduct an annual self-evaluation;

All non-employee directors will own a minimum amount of the Company’s common shares as established in our Stock Ownership Guidelines for Directors and Officers, which currently require that non-employee directors own common shares with a value of no less than five times the annual cash retainer paid to each non-employee director and that each non-employee director should strive to attain this ownership threshold within five years of joining the Board;

Each director will attend at least 75% of all regular and special meetings of the Board;

Absent specific action by the Board, directors will not be eligible for nomination after reaching 75 years of age;

Each director will advise the Chair of the Board and the Lead Independent Director in advance of accepting an invitation to serve on the board of another public company to allow for a review of the director’s time commitments, any potential conflicts, or other concerns;

Each director will advise the Nominating Committee, and offer to resign, if his or her primary professional position or responsibility materially changes to provide the Board an opportunity to review the qualifications of the director;

A director who is not an executive officer of a public company may not serve on more than four public company boards (including the Company) at any one time, and a director who is an executive officer of a public company may not serve on more than two public company boards (including the Company and the executive officer’s respective board) at any one time, unless unanimously approved by the Board in advance;

The Nominating Committee and the Board will consider a director’s length of tenure when reviewing Board composition and will seek to maintain an overall balance of experience and continuity, along with fresh perspectives. The Board does not have a director tenure limit but will consider the impact of a director’s tenure after he or she has served on the Board for more than 15 years; and

The Corporate Secretary will provide newly elected directors with materials and training in our director orientation program and will also provide such additional director training and orientation as appropriate and in accordance with our Board Education Policy.

Director candidates must be committed to our culture and Basic Beliefs and will possess integrity, intelligence, and strength of character having a balance of skills, knowledge, and diversity of background and experience beneficial to the Company;

Independent director candidates must meet the independence requirements set forth below under the heading “Director Independence;”

Independent director candidates must also maintain independence necessary for an unbiased evaluation of management performance;

Director candidates must be able to effectively carry out responsibilities of oversight of our strategy, compliance, and risks;

Director candidates should have either significant experience in a senior executive role with a major business organization or relevant experience from other professional backgrounds;

Director candidates should have a working knowledge of corporate responsibility issues and the changing role of boards;

Director candidates should have a firm commitment to attend and participate in Board meetings and related Board activities;

Director candidates should not have any affiliations or relationships with competitive businesses or organizations or other activities, in each case which could lead to a real or perceived conflict of interest; and

Director candidates who are executive officers of public companies should not serve on more than two public company boards (including the Company and the executive officer’s respective board) at any one time, and director candidates who are not executive officers of public companies should not serve on more than four public company boards (including the Company) at any one time, unless unanimously approved by the Board in advance.

Committed to the

Company’s Values and Basic Beliefs

We seek directors who understand, and are committed to, our Basic Beliefs. These Basic Beliefs are our values and principles that serve as guideposts for decisions at every level of the Company and cultivate a culture of commitment to each other and to our constituents.

Executive Leadership

We seek directors who have significant leadership experience, either in a senior executive role with a major business organization or relevant experience from other professional backgrounds. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They also demonstrate a practical understanding of organizations, processes, strategy, risk management, compliance, and methods to drive change and growth. People with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others.

Innovation, Marketing, and Market Trends

As a manufacturer and marketer of branded food products, we seek directors who have a broad range of innovation and marketing experience.

Finance and Accounting

We believe that it is important for Directors to have an understanding of finance, accounting, and financial reporting processes. Accurate financial reporting is critical to our success and reputation. We seek to have at least two independent Directors who qualify as “audit committee financial experts,” within the meaning of Regulation S-K promulgated by the SEC (“Regulation S-K”), particularly for service on the Audit Committee. We expect all of our directors to be financially knowledgeable.

Public Company

Chief Executive Officer

We seek directors who have experience serving as the Chief Executive Officer of other publicly traded companies. This experience prepares the directors to fulfil the Board’s responsibilities of overseeing our business and providing unique insight and guidance to management.

Corporate Responsibility

We seek directors who have knowledge of and experience with corporate responsibility initiatives to help inform us on best practices and assist us in establishing goals and delivering against those goals.

Operations and Supply Chain in Consumer Goods

We seek directors with relevant general management, operations, or supply chain experience in the consumer goods industry. We believe that it is important for directors to have experience in new and expanding businesses, go-to-market strategies, customer and channel segments, and geographies.

People Management

We seek directors with relevant people management experience, including matters such as workplace environment and culture and talent development and retention.

Technology and Cybersecurity

Technology is important to our business operations, and we are committed to protecting the privacy, security, and integrity of our data, and identifying and implementing appropriate technology and artificial intelligence to create efficiencies in our operations and processes. Therefore, we seek directors with relevant technology, artificial intelligence, and cybersecurity experience.

Strategic Transactions; Mergers and Acquisitions

We actively manage our portfolio of brands, including acquiring other companies that fit our strategy and divesting businesses that no longer fit our strategy, and therefore, we seek directors with relevant strategic transactions experience, including experience in integrating businesses.

Committed to the Company’s Values and Basic Beliefs

Executive Leadership

Innovation, Marketing, and Market Trends

Finance and Accounting

Public Company Chief Executive Officer

Corporate Responsibility

Operations and Supply Chain in Consumer Goods

People Management

Technology and Cybersecurity

Strategic Transactions; Mergers and Acquisitions

The stated reason for such director’s failure to receive the approval of a majority of votes cast;

The percentage of votes cast against such director; and

The performance of such director.

No director will be qualified as independent unless the Board affirmatively determines that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. We will disclose these affirmative determinations on an annual basis.

No director who is a former employee of ours can be deemed independent until three years after the end of his or her employment relationship with us.

No director whose immediate family member is a former executive officer of the Company can be deemed independent until three years after the end of such executive officer’s relationship with us.

No director who receives, or whose immediate family member receives, more than $120,000 in direct compensation from the Company in any twelve-month period within the past three years, other than director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), can be deemed independent.

No director can be deemed independent if the director (i) is a current partner or employee of a firm that is our internal or external auditor; (ii) has an immediate family member who is a current partner of such a firm; (iii) has an immediate family member who is a current employee of such a firm and personally works on our audit; or (iv) was, or an immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on our audit within that time.

No director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company’s compensation committee can be independent until three years after the end of such service or employment relationship.

No director who is an executive officer or employee, or whose immediate family member is an executive officer, of a company (excluding charitable organizations) that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues can be deemed independent until three years after falling below such threshold.

No director can be deemed independent if we have made charitable contributions to any charitable organization in which such director serves as an executive officer if, within the preceding three years, contributions by us to such charitable organization in any single fiscal year of such charitable organization exceeded the greater of $1,000,000 or 2% of such charitable organization’s consolidated gross revenues.

Will receive notice of and may participate in Board meetings, but will generally not attend Board sessions that are limited to independent directors only;

May be invited to attend and participate in Committee meetings as determined by the Board or the applicable Committee, but will generally not attend Committee sessions that are limited to independent directors only;

Will not be entitled to vote and will not be counted for quorum purposes at Board or Committee meetings;

To the extent requested by the Company or the Board and agreed to by the Chairman Emeritus, will act as an advisor to the Company, including (i) participating in Company communications, (ii) participating in Company meetings, (iii) serving as a spokesperson with external constituents, and (iv) serving as an advisor to the Chief Executive Officer; and

Will provide such other advice and services and engage in such other activities as may be agreed between the Board and the Chairman Emeritus.

 MERCEDES

 ABRAMO

 Age: 56

 Director Since: 2023

 Committee:

 Nominating

 Favorite Product:

  Café Bustelo

Professional Experience

Ms. Abramo has been the Regional Chief Executive Officer for North America of Ralph Lauren Corporation (“Ralph Lauren”), a global leader in the design, marketing, and distribution of luxury lifestyle products, since March 2025. Prior to joining Ralph Lauren, she was the Deputy Chief Commercial Officer of Cartier International SA (“Cartier”), an international chain of jewelry boutiques since March 2023. She also held several positions of increasing responsibility at Cartier, including President and Chief Executive Officer of North America; Vice President, Retail, North America; Assistant Vice President, Retail, New York Region; and Director, Fifth Avenue Mansion, United States Flagship. Prior to joining Cartier, Ms. Abramo spent five years with Tiffany & Co. in various Director positions and six years with various luxury hotels in management roles. Ms. Abramo is a founding member of Chief, a private network designed specifically for women leaders to strengthen their experience in the C-suite and effect change from the top down.

Skills and Qualifications

The Board concluded that Ms. Abramo should serve as a director primarily due to her extensive leadership experience in managing and overseeing retail, hospitality, and luxury goods. Specifically, Ms. Abramo brings significant leadership, finance, operating, and strategy experience through her positions with Ralph Lauren, Cartier, and Tiffany & Co. Ms. Abramo’s background enables her to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain, and in overseeing the Company’s finances and corporate responsibility areas.

 TARANG

 AMIN

 Age: 61

 Director Since: 2023

 Committee:

 Compensation

 Favorite Product:

  Uncrustables

Professional Experience

Mr. Amin has been the Chairman and Chief Executive Officer of e.l.f. Beauty, Inc. (“e.l.f. Beauty”), a publicly traded cosmetics company, since August 2015. He took the company public in 2016 in one of the most successful initial public offerings in the beauty industry. Mr. Amin also served as President, Chief Executive Officer, and Director of e.l.f. Beauty from February 2014 through July 2015. Prior to joining e.l.f. Beauty, he was President, Chief Executive Officer, and Director of Schiff Nutrition International (“Schiff Nutrition”), a publicly traded nutritional supplements company, from March 2011 through March 2013 and held various leadership roles at The Clorox Company (“Clorox”) and The Procter & Gamble Company (“P&G”). Mr. Amin has been a director of Pharmavite, LLC, a dietary supplements company, since January 2020 and served as a director of Angie’s BOOMCHICKAPOP, a natural and organic snack brand, from June 2014 through October 2017.

Skills and Qualifications

The Board concluded that Mr. Amin should serve as a director primarily due to his extensive leadership experience at consumer goods companies and his experience serving as a director of other companies. Specifically, he brings significant leadership, finance, operating, and strategy experience through his positions with e.l.f. Beauty, Schiff Nutrition, Clorox, and P&G. Mr. Amin’s background enables him to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain, corporate governance, and overseeing our executive compensation practices.

 SUSAN

 CHAPMAN-

 HUGHES

 Age: 57

 Director Since: 2020

 Committee:

 Compensation

 (Chair)

 Favorite Product:

  Uncrustables

Professional Experience

Ms. Chapman-Hughes was the Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations, Global Commercial Services of American Express Company, a financial services corporation, from February 2018 through February 2021. Prior to this role, Ms. Chapman-Hughes served in several Senior Vice President level positions since joining American Express Company in 2010. She is also a director, the chair of the compensation committee, and a member of the nominating and governance committee of Toast, Inc., a publicly traded cloud-based restaurant software company, since February 2021. In addition, Ms. Chapman-Hughes served as a director, the chair of the compensation committee, and a member of the nominating and governance committee of Potbelly Corporation, a publicly traded restaurant company, from May 2014 through June 2020.

Skills and Qualifications

The Board concluded that Ms. Chapman-Hughes should serve as a director primarily due to her extensive experience in managing and overseeing businesses, as well as her strong corporate governance experience as a member of a public company board. Specifically, Ms. Chapman-Hughes brings leadership and operating skills through her former roles with American Express Company. Ms. Chapman-Hughes’s background enables her to provide valuable insights to the Board, particularly in sales, strategy, digital capabilities and technology, innovation, change management, and overseeing our executive compensation and corporate responsibility practices.

 BRUCE

 CHUNG

 Age: 52

 Director Since: 2026

 Committee:

 Audit

 Favorite Product:

  Uncrustables

Professional Experience

Mr. Chung has been the Executive Vice President and Chief Financial Officer for NRG Energy, a leading energy and smart home services company, since June 2023. He also served as the company’s Executive Vice President, Strategy and Mergers and Acquisitions, NRG Services from August 2022 to June 2023; Senior Vice President, Strategy and Mergers and Acquisitions, NRG Services from January 2021 through August 2022; and Senior Vice President, Strategy and Mergers and Acquisitions from August 2016 to January 2021, along with several other positions since he joined NRG Energy in 2008. Prior to Mr. Chung’s career at NRG Energy, he spent twelve years with Citigroup Inc., where he held positions in financial planning and analysis and investment banking.

Skills and Qualifications

The Board concluded that Mr. Chung should serve as a director primarily due to his extensive experience in managing and overseeing businesses, and his ability to drive operational transformation. Mr. Chung brings significant leadership, finance, operating, and strategy experience through his position with NRG Energy and his former role at Citigroup, Inc. Mr. Chung’s background enables him to provide valuable insights to the Board, particularly in finance, operations, strategy, mergers and acquisitions, risk management, transformation, and innovation.

 JAY

 HENDERSON

 Age: 70

 Director Since: 2016

 Committee:

 Audit

 Favorite Product:

  Uncrustables

Professional Experience

Mr. Henderson retired as Vice Chairman, Client Service at PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) in June 2016, a position he held since 2007. He also served as PricewaterhouseCoopers’ Managing Partner of the Greater Chicago Market from 2003 through 2013. During his career at PricewaterhouseCoopers, Mr. Henderson gained significant experience working with the boards and audit committees of Fortune 500 companies and has managed major client relationships across multiple markets and industry sectors. He is the lead director, chair of the corporate governance committee, and a member of the audit, risk, human capital and compensation, technology and operations, and executive committees of Northern Trust Corporation, a publicly traded financial holding company, where he has served since July 2016, and a director, chair of the audit committee, and member of the finance and executive committees of Illinois Tool Works Inc., a publicly traded global multi-industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, where he has served since August 2016. Mr. Henderson is also a member of the boards of several non-profit organizations.

Skills and Qualifications

The Board concluded that Mr. Henderson should serve as a director primarily due to his extensive experience in managing and overseeing businesses, his experience working with the boards and audit committees of large public companies, and his experience serving as a director of public companies and non-profit organizations. Specifically, Mr. Henderson brings leadership and operating skills through his former roles with PricewaterhouseCoopers. He has also been a Certified Public Accountant since 1977. Mr. Henderson’s background enables him to provide valuable insights to the Board, particularly in strategy, compliance, risk management, and overseeing the Company’s finances and cybersecurity practices.

 JONATHAN

 JOHNSON III

  Lead Independent Director

 Age: 60

 Director Since: 2022

 Committees:

 Compensation,

 Nominating

 Favorite Product:

  Jif to Go

Professional Experience

Mr. Johnson was the Chief Executive Officer of Overstock.com, Inc. (now known as Bed, Bath & Beyond, Inc.) (“Overstock”), an online home furnishings retailer, from September 2019 through November 2023, and a member of its board of directors from May 2013 until November 2023. He also served as Overstock’s General Counsel, Senior Vice President, President, Executive Vice Chairman, Chairman, and Interim Chief Executive Officer. Between August 2016 and April 2021, Mr. Johnson served as the director and president of Medici Ventures, the corporate venture arm and former Overstock subsidiary. Prior to joining Overstock, Mr. Johnson was with TenFold Corporation, a software and services company, from May 1999 to September 2002 where he held various positions, including General Counsel and Chief Financial Officer. Mr. Johnson is also a member of the boards of several non-profit organizations.

Skills and Qualifications

The Board concluded that Mr. Johnson should serve as a director primarily due to his extensive leadership experience at ecommerce and technology companies. Specifically, Mr. Johnson brings leadership and operating skills through his current and former roles with Overstock. Mr. Johnson’s background enables him to provide valuable insights to the Board, particularly in ecommerce, supply chain, marketing, operations, general management, mergers and acquisitions, consumer products, technology, digital media, finance, risk management, and overseeing our executive compensation and corporate responsibility practices.

 KIRK

 PERRY

 Age: 59

 Director Since: 2017

 Committee:

 Nominating

 Favorite Product:

  Hostess Donettes

Professional Experience

Mr. Perry has been the Chief Executive Officer of Kenvue Inc. (“Kenvue”), a global consumer health company of self-care, skin health and beauty, and essential health products, since November 2025, and the Interim Chief Executive Officer from July 2025 through November 2025. Prior to joining Kenvue, he spent four years as the President and Chief Executive Officer of Circana, Inc. (“Circana”), a global provider of technology, data, and predictive analytics for the consumer, retail, and media sectors, seven years as the President, Brand Solutions of Google Inc., a multinational technology company, and twenty-three years with P&G, where he held several positions of increasing responsibility in marketing and general management roles, including President, Global Family Care from May 2011 to December 2013. Mr. Perry has been a director of Kenvue since December 2024 and a board member of Chick-Fil-A, Inc., a privately-owned restaurant company, since August 2022. He previously served as a director of Circana from May 2021 through December 2025, e.l.f. Beauty, Inc., a publicly traded cosmetics company, from September 2016 to November 2022, and Hillerich & Bradsby Co. (Louisville Slugger), a privately-owned sporting goods manufacturer, from September 2013 to August 2016. He is also a member of the boards of several non-profit organizations.

Skills and Qualifications

The Board concluded that Mr. Perry should serve as a director primarily due to his extensive operational experience in marketing and brand management and his experience serving as a director of other organizations. Specifically, Mr. Perry brings leadership and operating skills through his position with Kenvue and his former roles at Circana, Google, Inc., and P&G. Mr. Perry’s background enables him to provide valuable insights to the Board, particularly in marketing, operations, general management, consumer products, technology, and digital media.

 DAVID

 SINGER

 Age: 71

 Director Since: 2026

 Committee:

 Audit

 Favorite Product:

  Uncrustables

Professional Experience

Mr. Singer retired as Chief Executive Officer of Snyder’s-Lance, Inc., a manufacturer and marketer of snack foods, in May 2013, a position he held since July 2010. He also served as President and Chief Executive Officer of Lance, Inc. from January 2005 through July 2010. Earlier in his career, Mr. Singer spent nearly two decades with Coca-Cola Bottling Co. Consolidated, Inc., where he held a range of senior leadership positions, including Chief Financial Officer and Executive Vice President. Mr. Singer is a director, chair of the nominating and corporate governance committee, and a member of the human resources and compensation committee of Brunswick Corporation, a publicly traded marine recreation company, where he has served since December 2013. He also serves as a director and member of the audit and finance and technology and cybersecurity committees of Performance Food Group Company, a publicly traded food service distributor, where he has served since November 2019. Mr. Singer also previously served as a director of several other publicly traded companies, including SPX Flow, Inc. from January 2013 through April 2022, Flowers Foods, Inc. from 2010 to 2020, and Hanesbrands, Inc. from 2014 to 2020.

Skills and Qualifications

The Board concluded that Mr. Singer should serve as a director primarily due to his extensive leadership experience at consumer goods companies and his experience serving as a director of other companies. Specifically, Mr. Singer brings significant leadership, operating, and finance skills through his former roles with Snyder’s-Lance, Inc. and Coca-Cola Bottling Co. Consolidated, Inc. Mr. Singer’s background enables him to provide valuable insights to the Board, particularly in finance, operations, strategy, sales, marketing, risk management, governance, capital allocation, and supply chain.

 MARK

 SMUCKER

 Age: 56

 Director Since: 2009

 Committee:

 None

 Favorite Product:

  Hostess Twinkies

Professional Experience

Mr. Smucker has been our Chief Executive Officer, President and Chair of the Board since February 2026. Prior to that time, he served as Chief Executive Officer and Chair of the Board, from April 2025 through February 2026; Chair of the Board, President, and Chief Executive Officer, from August 2022 through April 2025; President and Chief Executive Officer, from May 2016 through August 2022; President and President, Consumer and Natural Foods, from April 2015 through April 2016; President, U.S. Retail Coffee, from May 2011 through March 2015; and President, Special Markets, from August 2008 through April 2011. He is a director and a member of the nominating and corporate governance committee and the executive committee of Kimberly-Clark Corporation (“Kimberly-Clark”), a publicly traded global company that manufactures and sells consumer products, where he has served since September 2019. Mr. Smucker is the Chair of Consumer Brands Association, Vice Chair of National Association of Manufacturers, and Vice Chair of Ohio Business Roundtable. He is the son of Timothy Smucker, Honorary Chairman Emeritus, and nephew of Richard Smucker, Chairman Emeritus of the Board.

Skills and Qualifications

The Board concluded that Mr. Smucker should serve as a director largely due to his role as our Chief Executive Officer, President and Chair of the Board, his significant knowledge of the Company gained from more than 25 years of experience in various positions within the Company, and his experience serving as a director of Kimberly-Clark and in leadership positions with the Consumer Brands Association, National Association of Manufacturers, and Ohio Business Roundtable. The Board believes that the perspectives that Mr. Smucker brings to the Board are particularly valuable in light of the significance of the coffee and consumer foods businesses to the Company. The Board also believes that continuing participation by qualified members of the Smucker family on the Board is an important part of our corporate culture that has contributed significantly to our long-term success.

 JODI

 TAYLOR

 Age: 63

 Director Since: 2020

 Committee:

 Audit (Chair)

 Favorite Product:

  Smucker’s Strawberry Jam

Professional Experience

Ms. Taylor retired as an executive officer of The Container Store Group, Inc., a publicly traded specialty retailer of storage and organization products, in March 2021. She was the Chief Financial Officer from December 2007 through August 2020, the Secretary from October 2013 through March 2021, and the Chief Administrative Officer from July 2016 through March 2021. Prior to joining The Container Store Group, Inc., Ms. Taylor spent nine years as the Chief Financial Officer and Secretary of Harold’s Stores, Inc., a regional specialty retailer of high-end apparel. In addition, Ms. Taylor has been a board member and chair of the audit committee of Wella Company, a privately-owned beauty company, since March 2023. She also previously served as a director and chair of the audit committee of Mister Car Wash, Inc., a former publicly traded company that is the largest car wash brand in the United States, from June 2021 through May 2026 when the company was taken private. She has been a certified public accountant since 1984 (inactive since 2021), starting with an accounting role at Deloitte & Touche L.L.P. She received her CERT Certificate in Cybersecurity Oversight in March 2023.

Skills and Qualifications

The Board concluded that Ms. Taylor should serve as a director primarily due to her extensive experience in managing and overseeing the businesses of both public and private companies, and her long career in the consumer retail and packaged goods industries. Specifically, Ms. Taylor brings significant leadership, finance, operating, and governance skills through her positions with The Container Store Group, Inc. and Harold’s Stores, Inc. Ms. Taylor’s background enables her to provide valuable insights to the Board, particularly in strategy, compliance, risk management, human resources, and overseeing our finances, cybersecurity, and corporate responsibility practices.

 DAWN

 WILLOUGHBY

 Age: 57

 Director Since: 2017

 Committee:

 Nominating (Chair)

 Favorite Product:

  Smucker’s Natural

  Blackberry Fruit Spread

Professional Experience

Ms. Willoughby was the Executive Vice President and Chief Operating Officer of Clorox, a manufacturer and marketer of consumer and professional products, from September 2014 through January 2019. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she was initially hired in 2001. Prior to Ms. Willoughby’s career at Clorox, she spent nine years with P&G, where she held several positions in sales management. Ms. Willoughby is a director, chair of the governance and corporate responsibility committee, and a member of the human capital and compensation and innovation committees of International Flavors and Fragrances, Inc., a publicly traded global company that produces flavors, fragrances, and cosmetic actives, where she has served since February 2023. She is also a director and chair of the management development and compensation committee of TE Connectivity Ltd., a publicly traded global company that provides connectivity and sensor solutions, where she has served since March 2020.

Skills and Qualifications

The Board concluded that Ms. Willoughby should serve as a director primarily due to her extensive leadership experience at consumer goods companies and her experience serving as a director of other organizations. Specifically, Ms. Willoughby brings leadership and operating skills through her former roles with Clorox and P&G and insights regarding corporate responsibility through her former role with Clorox. Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, governance, and overseeing our corporate responsibilities practices.

The Board unanimously recommends a vote FOR each of the nominees named in this

Proxy Statement for election to the Board.

 Name

Audit Committee

Nominating
Committee

 Mercedes Abramo

 Tarang Amin

 Susan Chapman-Hughes

 Bruce Chung

 F

 Jay Henderson

 F

 Jonathan Johnson III

 Kirk Perry

 David Singer

 F

 Jodi Taylor

 F

 Dawn Willoughby

 Number of Meetings

10

6

4

Chair    Member    F  Financial Expert

Type of Compensation

Amount

Annual Retainer

$100,000 per year

Additional Annual Retainer for Lead Independent Director

$ 30,000 per year

Additional Annual Retainer for Audit Committee Members

$  5,000 per year

Additional Annual Retainer for Audit Committee and Compensation Committee Chairs

$ 20,000 per year

Additional Annual Retainer for Nominating Committee Chair

$ 15,000 per year

Additional Annual Retainer for Serving on a Second Committee

$ 5,000 per year

Annual Grant of Deferred Stock Units

$170,000 in deferred stock units 

Name

(1) (2)

Fees Earned or

Paid in Cash

($)

Stock

Awards

($) (3)

Option

Awards

($) (4)

All Other

Compensation

($) (5) (6)

Total

($)

Mercedes Abramo

$103,750

$170,000

—

—

$273,750 

Tarang Amin

$100,000

$170,000

—

—

$270,000 

Susan Chapman-Hughes

$120,000

$170,000

—

—

$290,000 

Bruce Chung

$ 26,250

—

—

—

$ 26,250 

Jay Henderson

$105,000

$170,000

—

—

$275,000 

Jonathan Johnson III

$129,167

$170,000

—

—

$299,167 

Kirk Perry

$100,000

$170,000

—

—

$270,000 

Alex Shumate (7)

$ 21,666

—

—

—

$ 21,666 

David Singer

$ 26,250

—

—

—

$ 26,250 

Richard Smucker (8)

$ 91,666

—

—

$2,500  

$94,166 

Jodi Taylor

$125,000

$170,000

—

$1,000  

$296,000 

Dawn Willoughby

$115,000

$170,000

—

$5,000  

$290,000 

Mark Smucker is not included in this table as he is an employee of the Company and receives no compensation for his service as a director. The compensation received by Mark Smucker as an employee of the Company is shown in the “Summary Compensation Table” on page 63 of this Proxy Statement.

As of April 30, 2026, each non-employee director had the aggregate number of deferred stock units shown in the following table. Deferred stock units include deferred meeting and retainer compensation and annual stock unit awards valued at a predetermined dollar amount, along with additional stock units credited as a result of the reinvestment of dividends. None of the non-employee directors have any stock options.

Deferred

 Stock Units 

Mercedes Abramo

 5,969

Tarang Amin

 7,023

Susan Chapman-Hughes

 8,759

Bruce Chung

   275

Jay Henderson

15,115

Jonathan Johnson III

 6,067

Kirk Perry

22,527

David Singer

     0

Jodi Taylor

 8,759

Dawn Willoughby

16,787

The amounts set forth in this column reflect the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), for stock awards granted to the non-employee directors in the fiscal year ended April 30, 2026.

No stock options were awarded to non-employee directors in fiscal year 2026.

The amount set forth in this column for Richard Smucker, Jodi Taylor, and Dawn Willoughby reflects a charitable matching gift under our matching gift program, which is available to all our full-time employees, directors, and retirees. We match gifts of up to $10,000 per calendar year for elected officers and directors and $2,500 per year for other full-time employees to accredited colleges, universities, and technical programs and to certain other designated charitable organizations.

Non-employee directors occasionally receive perquisites provided by or paid by us. During fiscal year 2026, these perquisites included samples of our products. The aggregate value of all benefits provided to each non-employee director in fiscal year 2026 was less than $10,000.

After many years of distinguished service, Alex Shumate retired from the Board on August 13, 2025.

The Board appointed Richard Smucker as a Chairman Emeritus on August 13, 2025, and intends to appoint him for another one-year term upon the expiration of his current term. In such role, Richard Smucker is entitled to (i) administrative resources and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual cash retainer of $100,000 payable in quarterly installments.

Preside at all meetings of the Board at which the Chair of the Board is not present;

Serve as a liaison between the Chief Executive Officer and the independent directors;

Call executive sessions or meetings of the independent directors and preside at all such executive sessions or meetings;

Provide input and approve meeting materials sent to the Board, including the quality, quantity, appropriateness, and timeliness of such information;

Provide input and approve meeting agendas and schedules for the Board meetings;

Serve as an advisor to the Committee chairs in fulfilling their designated roles and responsibilities;

Provide Board performance feedback to the Chair of the Board and assist with Board and Committee evaluations;

Recommend consultants or outside advisors to the Board as necessary or appropriate;

Assist with the recruitment of director candidates; and

Lead the performance evaluation of the Chief Executive Officer with support from the Chair of the Compensation Committee.

Nominating, Governance, and Corporate Responsibility
Committee

Meetings in Fiscal Year 2026: 4

Current Committee Members:

Dawn Willoughby (Chair)

Mercedes Abramo

Jonathan Johnson III

Kirk Perry

Primary Responsibilities

  Developing qualifications and criteria for selecting and evaluating director nominees and evaluating current directors

  Completing customary vetting procedures and background checks for individuals suggested for potential Board membership

  Considering and proposing director nominees for election at our Annual Meeting of Shareholders

 Recommending candidates to fill Board vacancies as they may occur

  Making recommendations to the Board regarding memberships for the Nominating Committee, the Audit Committee, and the Compensation Committee

  Developing and generally monitoring the Guidelines and, at least annually, leading the directors in a discussion of major corporate governance issues

  Reviewing and making recommendations to the Board regarding proposed changes to our Articles and Regulations

  Reviewing shareholder proposals relating to corporate governance and other matters and recommending responses to the Board

  Developing and implementing an annual self-evaluation process of the Board’s performance and sharing the results with the Board

  Considering potential conflicts of interest of directors and management and making recommendations to prevent, minimize, or eliminate such conflicts

  Reviewing annually, or more frequently if necessary, succession planning for our executive officers and directors and reporting its findings and recommendations to the Board

 Making recommendations to the Board regarding director orientation and continuing training and reviewing annually a report on the educational programs attended and reported by each director

Overseeing shareholder engagement efforts and developing procedures for shareholders to communicate with the Board

  Administering the annual evaluation of the Board

 Reviewing and discussing with senior management the Company’s risks associated with the Board’s organization, membership, and structure, succession planning for directors and executive officers, and corporate governance

 Supporting and assisting the Board in overseeing the Company’s corporate responsibility policies, processes, and commitments and receiving regular updates from management regarding the Company’s corporate responsibility activities

  Appointing the members of the Charitable Contributions Committee and overseeing the activities and contributions of such committee

 Performing other functions or duties deemed appropriate by the Board

Compensation and People Committee

Meetings in Fiscal Year 2026: 6

Current Committee Members*:

Susan Chapman-Hughes (Chair)

Tarang Amin

Jonathan Johnson III

*   If Tarang Amin is re-elected to the Board, the Board intends to appoint him as the Chair of the Compensation Committee immediately upon such re-election.

Primary Responsibilities

 Establishing, reviewing, and implementing our compensation philosophy

  Reviewing and approving corporate performance goals, objectives, and payout curves relating to compensation of our executive officers and evaluating our executive officers’ performance against these goals

  Evaluating the performance of the Chief Executive Officer in concert with the Lead Independent Director

 Considering the compensation of the Chief Executive Officer in relation to performance and the market and making recommendations to the independent directors for their approval

  Reviewing and approving the annual base salaries and incentive compensation opportunities of our executive officers

  Reviewing and approving any proposed employment, consulting, change-in-control, or other agreement, or any proposed benefit, severance, or retention plan with our executive officers

 Approving and administering the terms and policies of our equity incentive plans and grants of equity or equity-based awards for our executive officers

 Appointing the members of the Benefit Plans Design Committee and overseeing the activities of such committee

  Reviewing compensation issues related to key management succession and pay equity

 Supporting the Board in overseeing, monitoring, and reporting on our strategies and policies related to key people management policies and practices, including with respect to matters such as pay equity, workplace environment, and talent development and retention

 Overseeing regulatory compliance with respect to compensation matters

  Reviewing the compensation paid to non-employee directors and, as appropriate, making recommendations to the Board

 With the assistance of our management and any outside consultants the Compensation Committee deems appropriate, overseeing the risk assessment of our compensation arrangements and reviewing, at least annually, the relationship (if any) between our risk management policies and practices and our compensation arrangements

 Overseeing shareholder communications and shareholder votes on executive compensation matters, including the frequency of such votes, and assessing the results of shareholder advisory votes on executive compensation

  Developing stock ownership guidelines for our directors and executive officers and monitoring compliance with such guidelines

  Selecting an appropriate peer group of companies of similar size in similar industries, targeting an appropriate total pay positioning in relation to such peer group, and monitoring the competitiveness of executive officer pay against such peer group in relation to the Company’s relative performance

  Assessing the independence of, setting the fees or other retention terms for, and engaging compensation consultants and other advisers to help evaluate non-employee director and executive officer compensation

  Overseeing the implementation and administration of any clawback or recoupment policy allowing the Company to recoup compensation paid to employees covered under such policy

  Performing other functions or duties deemed appropriate by the Board

Additional information about the Compensation Committee and related topics is provided in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Report

The Compensation Committee Report is set forth on page 62 of this Proxy Statement.

Audit Committee

Meetings in Fiscal Year 2026: 10

(includes video or in-person meetings to review the Company’s quarterly and annual filings with the SEC on Form 10-Q and Form 10-K, respectively, and earnings release information)

Current Committee Members:

Jodi Taylor (Chair)

Bruce Chung

Jay Henderson

David Singer

Primary Responsibilities

Determining annually that at least one of its members meets the definition of “audit committee financial expert” as defined by Regulation S-K

Reviewing annually the financial literacy of each of its members, as required by the NYSE

Appointing and periodically reviewing the performance of the Independent Auditors and pre-approving all services and related fees for the year

Reviewing with the Independent Auditors the scope and thoroughness of the Independent Auditors’ examination and considering recommendations of the Independent Auditors

Reviewing the sufficiency and effectiveness of our system of internal controls, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, with our financial officers, the Independent Auditors, and, to the extent the Audit Committee deems necessary, legal counsel

Reviewing and discussing our earnings press releases and quarterly and annual filings with the SEC on Form 10-Q and Form 10-K, respectively

Reviewing and overseeing our policies, procedures, controls, and compliance with respect to the financial reporting of corporate responsibility matters

Overseeing the Internal Audit function, including approving the appointment and annual compensation of the lead internal auditor, reviewing summaries and reports from Internal Audit, and approving the annual Internal Audit plan

Reviewing and monitoring, with our senior management, our overall financial risk exposures and risk management process, including reviewing our risk management hedging strategies and cybersecurity processes and risk mitigation strategies

Overseeing the Ethics and Compliance function, including establishing procedures for addressing complaints regarding accounting, internal controls, or other auditing matters; reviewing reports to confirm the Company is in compliance with applicable legal compliance requirements; reviewing legal and regulatory matters that have a material impact on the financial statements, policies, and internal controls of the Company; and receiving reports of any violations of the Code of Conduct by directors or executive officers

Reviewing and approving, as appropriate, related party transactions consistent with the guidelines set forth in the Code of Conduct and our related party transaction policy

Appointing the members of the Retirement Administration and Investments Committee and overseeing the activities of such committee

Reviewing and approving the independent auditors of our pension plans and reviewing the pension plans’ audit results

Performing other functions or duties deemed appropriate by the Board

Financial Literacy and Independence

The Audit Committee reviewed the financial literacy and independence of each of its members, as required by the listing standards of the NYSE, and determined that each of its members meets the criteria established by the NYSE. The Audit Committee and the Board also reviewed the definition of an “audit committee financial expert” as set forth in Regulation S-K and determined that each of its members satisfy the criteria for an independent audit committee financial expert.

Report

The Report of the Audit Committee is set forth on page 34 of this Proxy Statement.

2026 Fees

(in thousands)

2025 Fees

(in thousands)

  Audit Fees

Audit fees consist of (i) the audit of our consolidated financial statements as of and for the fiscal years ended April 30, 2026 and April 30, 2025; (ii) the audit of the effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002; and (iii) the reviews of our unaudited condensed consolidated interim financial statements as of July 31, October 31, and January 31 for fiscal years 2026 and 2025. The decrease in audit fees for fiscal year 2026 is primarily attributable to integration and divestiture activities in fiscal year 2025 that were non-recurring in fiscal year 2026.