---
schema_version: "secwatch.filing_event.v1"
accession: "0000091419-23-000011"
form_type: "8-K"
ticker: "SJM"
cik: "0000091419"
company_name: "J M SMUCKER Co"
filed_at: "2023-01-23T23:59:59+00:00"
generated_at: "2026-06-20T12:11:07.080219+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Smucker amends bylaws to adopt universal proxy card rules, cements board size

## Summary
- Amended Regulations update director nomination procedures to comply with SEC universal proxy card rules.
- Requires nominating shareholders to comply with Rule 14a-19; failure allows the company to disregard nominee.
- Board size fixed at not less than nine nor more than eleven directors.
- Includes conforming, clarifying, technical, and non-substantive changes.

## SEC filing metadata
- accession: 0000091419-23-000011
- form_type: 8-K
- ticker: SJM
- cik: 0000091419
- company_name: J M SMUCKER Co
- filed_at: 2023-01-23T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/0000091419-23-000011-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/sjm-20230120.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000091419-23-000011
- JSON: https://secwatch.observer/filing/0000091419-23-000011.json
- Plain text: https://secwatch.observer/filing/0000091419-23-000011.txt

## Key facts
- Governance Changes
  J M SMUCKER Co: Amended and restated the Amended Regulations to update procedures for director nominations including compliance with universal proxy card rules, fixed number of directors at not less than nine nor more than eleven, and made conforming changes (effective 2023-01-20).
  - Change: bylaw amendment
  - Effective: 2023-01-20
  source text: On January 20, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of The J. M. Smucker Company (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended Regulations (the “Amended Regulations”). Among other things, the amendments update the procedures and disclosure requirements for the nomination of director candidates for election at meetings of shareholders, including to address the adoption by the U.S. Securities and Exchange Commission of the “universal proxy card” rules, as set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Universal Proxy Card Rules”), and require certain additional information in a notice of nomination submitted by a shareholder. The amendments require that nominating shareholders comply with the Universal Proxy Card Rules, provide that a shareholder nominee’s director candidates will be disregarded by the Company if the nominating shareholder has failed to
  evidence_url: https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/0000091419-23-000011-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.