PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11 (c) or
Sections 240.14a-12
McCORMICK & COMPANY, INCORPORATED
(Name of Registrant as Specified In Its Charter)
The Board of Directors of McCormick & Company, Incorporated
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i)
(1), or 14a-6 (j) (2)
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6 (i) (3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i) (4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a) (2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form of Schedule and the date of its
filing.
1) Amount Previously Paid:
2) Form, Schedule of Registration Statement No.:
3) Filing Party:
4) Date Filed:
McCORMICK & COMPANY, INCORPORATED
18 LOVETON CIRCLE
SPARKS, MARYLAND 21152
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
MARCH 16,1994
The Annual Meeting of the Stockholders of McCormick &
Company, Incorporated will be held at the Hunt Valley Inn, Hunt
Valley, Maryland at 10:00 a.m., March 16, 1994, for the purpose
of considering and acting upon:
(a) the election of directors to act until the next Annual
Meeting of Stockholders or until their respective successors are
duly elected and qualified;
(b) the ratification of the appointment of Ernst & Young as
independent auditors of the Company to serve for the 1994 fiscal
year; and
(c) any other matters that may properly come before such
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
December 31, 1993 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
or any adjournments thereof.
ONLY HOLDERS OF COMMON STOCK SHALL BE ENTITLED TO VOTE.
Holders of Common Stock Non-Voting are welcome to attend and
participate in this meeting.
IF YOU ARE A HOLDER OF COMMON STOCK, A PROXY CARD IS ENCLOSED.
PLEASE SIGN THE PROXY CARD PROMPTLY AND RETURN IT IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE IN ORDER THAT YOUR STOCK MAY BE VOTED AT
THIS MEETING. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME BEFORE
IT IS VOTED.
February 16, 1994 Richard W. Single, Sr.
Secretary
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished on or about February 16,
1994 to the holders of Common Stock in connection with the
solicitation by the Board of Directors of the Company of proxies
to be voted at the Annual Meeting of Stockholders or any
adjournments thereof. Any proxy given may be revoked at any time
insofar as it has not been exercised. Such right of revocation
is not limited or subject to compliance with any formal
procedure. The shares represented by all proxies received will be
voted in accordance with instructions contained in the respective
proxies. The cost of the solicitation of proxies will be borne by
the Company. In addition to the solicitation of proxies by use of
the mails, officers and regular employees of the Company may
solicit proxies by telephone, telegraph, or personal interview.
The Company also may request brokers and other custodians,
nominees, and fiduciaries to forward proxy soliciting material to
the beneficial owners of shares held of record by such persons,
and the Company may reimburse them for their expenses in so
doing.
At the close of business on December 31, 1993, there were
outstanding 13,529,280 shares of Common Stock which represent all
of the outstanding voting securities of the Company. Except for
certain voting limitations imposed by the Company's Charter on
beneficial owners of ten percent or more of the outstanding
Common Stock, each of said shares of Common Stock is entitled to
one vote. Only holders of record of Common Stock at the close of
business on December 31, 1993 will be entitled to vote at the
meeting or any adjournments thereof.
PRINCIPAL STOCKHOLDER
On December 31, 1993, the assets of The McCormick Profit
Sharing Plan and PAYSOP (the "Plan") included 3,744,388 shares of
the Company's Common Stock, which represented 27.68% of the
outstanding shares of Common Stock. The address for the Plan is
18 Loveton Circle, Sparks, Maryland 21152. The Plan is not the
beneficial owner of the Common Stock for purposes of the voting
limitations described in the Company's Charter. Each Plan
participant has the right to vote all shares of Common Stock
allocated to such participant's Plan account. The Plan's
Investment Committee possesses investment jurisdiction over the
shares, except that, in the event of a tender offer, each
participant of the Plan is entitled to instruct the Investment
Committee as to whether to tender Common Stock allocated to such
participant's account. Membership on the Investment Committee
consists of five directors, H. Eugene Blattman, James A. Hooker,
Carroll D. Nordhoff, Bailey A. Thomas, and Karen D. Weatherholtz,
and the Company's Vice President & Controller, J. Allan Anderson,
and the Company's Vice President & Treasurer, Donald A. Palumbo.
ELECTION OF DIRECTORS
The persons listed in the following table have been nominated
for election as directors to serve until the next Annual Meeting
of Stockholders or until their respective successors are duly
elected and qualified. Management has no reason to believe that
any of the nominees will be unavailable for election. In the
event a vacancy should occur, the proxy holders reserve the right
to reduce the total number of nominations for election. There is
no family relationship between any of the nominees. No nominee
has a substantial interest in any matter to be acted upon at the
Annual Meeting.
The following table shows, as of December 31, 1993, the names
and ages of all nominees, the principal occupation and business
experience of each nominee during the last five years, the year
in which each nominee was first elected to the Board of Directors,
the approximate amounts of securities beneficially owned by each
nominee, and directors and executive officers as a group, and the
nature of such ownership. Except as otherwise noted, no nominee
owns more than one percent of either class of the Company's common
stock.
REQUIRED VOTE OF STOCKHOLDERS. The favorable vote of at least a
majority of the shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present is
required for the election of each nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
EACH OF THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
YEAR
FIRST
PRINCIPAL OCCUPATION & ELECTED AMOUNT AND NATURE* OF
NAME AGE BUSINESS EXPERIENCE DIRECTOR BENEFICIAL OWNERSHIP
COMMON
NON-
COMMON VOTING
<S> <C> <C> <C> <C> <C>
James J. Albrecht 61 Group Vice President 1987 84,219 51,528
Asia/Pacific (1993 to Present);
Vice President & Managing
Director-International Group
(1989 to 1993); Vice
President - Food Service and
Industrial Groups (1987 to 1989)
H. Eugene Blattman 57 President (1993 to Present) 1991 19,823 18,504
& Chief Operating Officer
(1992 to Present); Executive
Vice President (1992 to 1993);
Vice President - Flavor and
Agribusiness Group (1991 -
1992); Chairman of the Board
(1990 to 1992) & President
(1989 to 1991) of Gilroy Foods,
Incorporated, a subsidiary of
the Company; President &
Chief Executive Officer,
IM Foods (1987 to 1989)
James S. Cook 65 Executive in Residence, 1982 1,250 2,850
Northeastern University (1986
to Present)
Harold J. Handley 57 Senior Vice President (1993 1990 12,191 19,971
to Present); Vice President
(1990 - 1993) & General
Manager (1989 to Present) -
McCormick/Schilling
Division; Vice President -
Sales & Marketing,
McCormick/ Schilling Division
(1987 to 1989)
James A. Hooker 57 Vice President (1984 to present) 1991 32,996 10,178
& Chief Financial Officer
(1991 to Present); Controller
(1982 to 1991)
George W. Koch 67 Of Counsel, Kirkpatrick & 1989 1,250 5,727
Lockhart (1992 to Present);
Partner, Kirkpatrick &
Lockhart (1990 to 1991)
President & Chief Executive
Officer - Grocery Manufacturers
of America, Inc. (1966 to 1990)
Charles P. McCormick, Jr.** 65 Chairman Emeritus (1993 to 1955 306,788 23,792
Present); Chairman of the (2.26%)
Board (1988 to 1993); Chief
Executive Officer (1987 to 1992)
George V. McGowan 65 Chairman of the Executive 1983 1,250 2,203
Committee, Baltimore Gas and
Electric Company (1993 to Present);
Chairman of the Board &
Chief Executive Officer Baltimore
Gas and Electric Company (1988 to
1992)
Carroll D. Nordhoff 48 Executive Vice President - 1991 39,664 23,455
The Americas (1993 to
Present); Executive Vice
President - Corporate Operations Staff
(1992 to 1993); Vice President
& General Manager, Food Service
Division (1989 to 1992);
Vice President-Operations,
McCormick/Schilling
Division (1988 to 1989)
Richard W. Single, Sr.*** 55 Vice President (1987 to 1988 75,088 20,728
Present); Secretary and
General Counsel (1986 to
Present)
William E. Stevens 51 President and Chief 1988 1,250 6,450
Executive Officer,
United Industries Corp.
(1988 to Present)
Bailey A. Thomas**** 62 Chairman of the Board 1977 152,590 101,139
(1993 to Present) & (1.12%)
Chief Executive Officer
(1992 to Present); President
(1988 to 1993); Chief
Operating Officer
(1987 to 1992)
Karen D. Weatherholtz 43 Vice President - Human 1992 20,740 18,086
Relations (1988 to Present)
Directors and Executive Officers as a Group
(15 persons)
841,647 333,768
(6.16%)
</TABLE>
* Includes shares of Common Stock and Common Stock Non-Voting
known to be beneficially owned by directors and officers alone or
jointly with spouses, minor children and relatives (if any) who
have the same home as the director or officer. Also includes the
following numbers of shares which could be acquired within 60
days of December 31, 1993 pursuant to the exercise of stock
options: Dr. Albrecht - 15,709 shares of Common Stock, 15,709
shares of Common Stock Non-Voting; Mr. Blattman - 7,613 shares
of Common Stock, 9,028 shares of Common Stock Non-Voting; Mr.
Cook - 1,250 shares of Common Stock, 1,250 shares of Common
Stock Non-Voting; Mr. Handley - 4,325 shares of Common Stock,
5,373 shares of Common Stock Non-Voting; Mr. Hooker - 6,885
shares of Common Stock, 7,848 shares of Common Stock Non-Voting;
Mr. Koch - 1,250 shares of Common Stock, 1,250 shares of
Common Stock Non-Voting; Mr. McCormick - 13,000 shares of
Common Stock, 13,000 shares of Common Stock Non-Voting; Mr.
McGowan - 1,250 shares of Common Stock, 1,250 shares of Common
Stock Non-Voting; Mr. Nordhoff - 11,885 shares of Common Stock,
11,984 of Common Stock Non-Voting; Mr. Single - 5,025 shares of
Common Stock, 15,377 shares of Common Stock Non-Voting; Mr.
Stevens - 1,250 shares of Common Stock, 1,250 shares of Common
Stock Non-Voting; Mr. Thomas - 25,522 shares of Common Stock,
34,918 shares of Common Stock Non-Voting; Ms. Weatherholtz -
6,885 shares of Common Stock, 6,884 shares of Common Stock
Non-Voting; and directors and executive officers as a group -
120,824 shares of Common Stock, 146,477 shares of Common Stock
Non-Voting. Also includes shares of Common Stock which are
beneficially owned by certain directors and officers by virtue of
their participation in the McCormick Profit Sharing Plan and
PAYSOP: Dr. Albrecht - 10,078 shares; Mr. Blattman - 2,210
shares; Mr. Handley - 2,398 shares; Mr. Hooker - 13,155 shares;
Mr. Nordhoff - 6,298 shares; Mr. Single - 13,381 shares; Mr.
Thomas - 20,931 shares; Ms. Weatherholtz - 5,301 shares; and
directors and executive officers as a group - 101,803 shares.
Of these amounts, approximately 563 shares are credited to the
PAYSOP accounts of the nominees and approximately 740 shares are
credited to the PAYSOP accounts of the directors and executive
officers as a group.
** Includes 3,033 shares of Common Stock owned by Mr.
McCormick's wife. Mr. McCormick disclaims beneficial ownership
of said shares.
*** Includes 640 shares of Common Stock Non-Voting owned by Mr.
Single's son. Mr. Single disclaims beneficial ownership of said
shares.
**** Includes 2,778 shares of Common Stock and 2,164 shares
of Common Stock Non-Voting owned by Mr. Thomas' wife and 2,616
shares of Common Stock Non-Voting owned by Mr. Thomas' wife and
son. Mr. Thomas disclaims beneficial ownership of said shares.
On April 1, 1993, the Company loaned Mr. Bailey A. Thomas,
a director and executive officer of the Company, an amount equal
to $150,000 in connection with the purchase of certain residential
real estate. The principal amount of the loan, together with costs
plus interest at the rate of 3.4% for one day and 3.28% for four
days, was repaid in full on April 6, 1993 by Mr. Thomas.
BOARD COMMITTEES
The Board of Directors has established the following
committees to perform certain specific functions. There is no
Nominating Committee of the Board of Directors. Board Committee
membership as of February 16, 1994 is listed below.
AUDIT COMMITTEE. This Committee reviews the plan for and the
results of the independent audit and internal audit, reviews the
Company's financial information and internal accounting and
management controls, and performs other related duties. The
following directors are currently members of the Committee and
serve at the pleasure of the Board of Directors: Messrs. Cook,
Koch and Stevens. The Audit Committee held six meetings during
the last fiscal year.
COMPENSATION COMMITTEE. On November 15, 1993, the Board of
Directors approved the consolidation of the Compensation and
Stock Option Committees into one committee to be called the
Compensation Committee. This Committee establishes and oversees
executive compensation policy; makes decisions about base pay,
incentive pay and any supplemental benefits for the CEO, other
members of the Executive Committee, and any other executives
listed in the proxy as one of the five highest paid executives;
and approves the grant or acquisition of stock options, the
timing of the grants, the price at which the options are to be
offered, and the amount of the options to be granted to employee
directors and officers. The following directors were members of
the Committee until November 15, 1993: Messrs. Cook, McGowan,
McCormick and Thomas. The following directors are members of the
new Committee and serve at the pleasure of the Board of
Directors: Messrs. Cook, Koch, McGowan and Stevens. None of the
new Committee members are employees of the Company or are
eligible to participate in the Company's stock option programs
which are administered by the Committee. The Compensation
Committee held five meetings during the last fiscal year, four of
which were held jointly with the Stock Option Committee.
EXECUTIVE COMMITTEE. This Committee possesses authority to
exercise all of the powers of the Board of Directors in the
management and direction of the affairs of the Company between
meetings of the Board of Directors, subject to specific
limitations and directions of the Board of Directors and subject
to limitations of Maryland law. This Committee also reviews and
approves all benefits and salaries of a limited group of senior
executives and reviews and approves individual awards under
approved stock option plans for all persons except directors and
officers (see Compensation Committee). The following directors
are currently members of the Committee and serve at the pleasure
of the Board of Directors: Messrs. Blattman, Handley, Hooker,
Nordhoff and Thomas. The Executive Committee held 41 meetings
during the last fiscal year.
STOCK OPTION COMMITTEE. Prior to its consolidation with the
Compensation Committee, this Committee reviewed and approved the
grant of options pursuant to the Company's stock option plans for
the Company's directors and officers. The following directors
were members of the Committee until November 15, 1993: Messrs.
Cook, Koch and Stevens. The Committee held five meetings during
the last fiscal year, four of which were held jointly with the
Compensation Committee.
ATTENDANCE AT MEETINGS
During the last fiscal year, there were 9 regularly scheduled
meetings of the Board of Directors. All of the Directors were
able to attend over 88% of the total number of meetings of the
Board and the Board Committees on which they served.
OTHER DIRECTORSHIPS
Certain individuals nominated for election to the Board of
Directors hold directorships in other companies. Mr. Cook is a
director of Chemet Corporation. Mr. Koch is a director of Borden
Chemicals and Plastics Company L.P. Mr. McGowan is a director of
American Security Bank, Baltimore Gas and Electric Company,
Baltimore Life Insurance Company, Hartland & Co., Life of
Maryland, Inc., Maryland National Bank, Organization Resources
Counselors, Inc., and UNC Incorporated. Mr. Thomas is a director
of Crown Central Petroleum Corporation.
REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICY
The Company's executive compensation philosophy is to align
the interests of senior executive management with shareholder
interests through compensation linked to growth in profitability
and stock price performance. The principal elements of executive
compensation for the Company are base salary, annual management
incentive bonus, and stock options. Salary levels, annual bonus
targets, and stock option grant levels are established in part
on the basis of median levels of compensation expected to be paid
during the fiscal year to senior executive management of companies
in the manufacturing and food industries of a size comparable to
that of the Company. The Company makes these determinations on the
basis of, among other things, published surveys and periodic
special studies conducted by independent compensation consultants.
During 1993, the Compensation Committee engaged an independent
compensation consultant, Sibson and Co., Inc., to review the
Company's executive compensation policies and practices. As part of
its review, the independent consultant compared the compensation of
the Company's senior executive officers with the compensation of
executive officers of other food and manufacturing companies. The
independent consultant, whose findings and report were reviewed by
both the Compensation Committee and the Stock Option Committee,
confirmed that the base salaries of senior executive management are
consistent with the median levels paid to senior executives having
similar roles and responsibilities at food and manufacturing
companies of comparable size. The independent consultant also
concluded that the Company's annual incentive plan design, which is
based on profit growth, meets the Company's compensation
objectives. The independent consultant also concluded, however,
that both target and actual total compensation are below the
average for the food industry, primarily because the number of
stock options granted are less than those of comparable companies.
The new provisions of the Internal Revenue Code relating to
the deductibility of executive compensation do not apply to the
Company for the period covered by this Proxy Statement. In 1994,
the Company will address its policy with respect to qualifying
compensation paid to its executive officers for deductibility
under the new provisions.
COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE DETERMINATIONS
Salary levels of the Company's senior executive officers are
reviewed annually and, where appropriate, are adjusted to reflect
individual responsibilities and performance as well as the
Company's competitive position within the food industry. The
Compensation Committee sets base salaries by targeting midpoints
of the marketplace average and adjusting each executive officer's
salary to reflect individual performance, experience and
contribution. The performance graph that appears below compares
the performance of the Company's common stock to that of the S&P
Food Products Index and the S&P 500 Index. Sibson and Co., Inc.
recommended that the Compensation Committee consider salaries
paid to senior executives at companies which are comparable to
the Company (based on line of business or sales volume) in
establishing base salaries for senior executive management of the
Company. Those companies considered included most of the fifteen
companies in the S&P Food Products Index and other manufacturing
companies that are not included in that index but had similar
sales volumes.
Annual Management Incentive Bonuses for members of the
Executive Committee and any other executive officers identified
in the Summary Compensation Table below are determined by the
Compensation Committee. Bonuses for other senior management are
determined by the Executive Committee. Target bonuses are
established as a percentage of the midpoint of the salary range
of the executive officer's grade level, and the amount of the
target payable, if any, is based on the Company's financial
performance. Bonuses for the chief executive officer and other
officers who are part of the Corporate staff are based on growth
in the Company's earnings per share (EPS) as compared to the
previous year. Bonuses vary depending on the level of growth in
EPS. The targeted increase in growth in EPS is intended to equal
or exceed the growth rate of other companies within the food
industry. The amount of target bonuses payable to operating unit
executives is based on a formula, weighted two thirds on growth
in profit of the executive's operating unit and one third on
growth in the Company's EPS. The independent consultant retained
by the Compensation Committee confirmed that target bonuses are
consistent with median levels established for executives having
similar responsibilities at comparable companies.
STOCK OPTION COMMITTEE DETERMINATIONS
Stock options were granted by the Stock Option Committee to
key management employees of the Company, including executive
officers. The purpose of stock option grants is to aid the
Company in securing and retaining capable employees by offering
them an incentive, in the form of a proprietary interest in the
Company, to join or continue in the service of the Company and to
maximize their efforts to promote its economic performance. This
incentive is created by granting options that have an exercise
price of not less than 100% of the fair market value of the
underlying stock on the date of grant, so that the employee may
not profit from the option unless the Company's stock price
increases. Options granted are designed to help the Company
retain employees in that they are not fully exercisable in the
early years and vest only if the employee remains with the
Company. Accordingly, an employee must remain with the Company
for a period of years in order to enjoy the full economic
benefits of the option.
In determining the persons to whom stock options will be
granted and the number of options to be granted to such persons,
the Stock Option Committee considered a variety of factors,
including the responsibilities of individual officers and their
expected future contributions to the Company. The number of
options granted is not based on corporate performance but is
rather a function of the recipient's salary grade level. Grant
levels are intended to approximate option awards granted to
executives having similar responsibilities at comparable
companies. Prior grants are considered in making new stock
options awards. As indicated above, the independent consultant
retained by the Compensation Committee concluded that the stock
options granted to the Company's executive officers provide
lesser opportunity for economic benefit than do stock options
granted by comparable companies.
1993 COMPENSATION ACTIONS - MR. THOMAS
Mr. Thomas participates in the same compensation programs
provided to other McCormick executives and managers.
Effective January 1, 1993, the Compensation Committee increased
Mr. Thomas' annual rate of base pay by a total of 8.9% compared
to the annualized rate of pay for Mr. Thomas in March 1992. This
increase represented a combination of both an annual merit increase
based on individual performance, as well as a promotional increase
for his assumption of the title and additional duties of Chairman
of the Board. In addition, the Company's performance, national
economic conditions (e.g., rate of inflation), and compensation
paid to senior executives at other comparable companies were also
considered in granting Mr. Thomas' annual merit increase. This
percentage increase was consistent with the increases granted to
other executives and management employees receiving merit and
promotional increases.
For fiscal year 1993, the Compensation Committee approved a
management incentive bonus for Mr. Thomas in an amount equal to
his target bonus adjusted for corporate performance. The target
bonus was set as a percentage of the mid-point of the salary
range. The adjustment reflects the level of Company EPS growth
over the previous fiscal year and is established based on growth
rates competitive with the food industry.
A stock option grant was approved for Mr. Thomas in 1993 by the
Stock Option Committee. The number of options granted to Mr.
Thomas was not based on corporate performance but was a function
of Mr. Thomas' salary grade level. The grant level for Mr. Thomas
was unchanged from 1992 and was intended to approximate in value
the option awards granted to CEO's having similar responsibilities
at comparable companies. The Compensation Committee will consider
making changes in the grant level in future years in light of the
results of the independent consultant study cited above. The option
was granted at an option price per share of 100% of the fair market
value of the stock on the date of grant.
Mr. Thomas did not participate in the Compensation or Stock
Option Committees' deliberations of his salary increase, annual
bonus award or stock option grant.
1993 COMPENSATION ACTIONS - OTHER EXECUTIVE OFFICERS
Compensation actions for other executive officers were made
using similar criteria as those used for Mr. Thomas. Salary
increases and bonuses for executive officers were granted in a
manner consistent with those granted to other McCormick managers.
Stock option grants for executive officers were approved by the
Stock Option Committee. In no case did the grant exceed the
guideline level, which the compensation consultant found to be
below market competitive levels.
Submitted By:
<TABLE>
<CAPTION>
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE EXECUTIVE COMMITTEE
(UNTIL 11/15/93) (UNTIL 11/15/93)
<S> <C> <C>
James S. Cook James S. Cook Bailey A. Thomas
Charles P. McCormick, Jr. George W. Koch H. Eugene Blattman
George V. McGowan William E. Stevens Harold J. Handley
Bailey A. Thomas James A. Hooker
Carroll D. Nordhoff
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1993, the Compensation Committee of the
Board of Directors was comprised of four directors, one of whom,
Bailey A. Thomas, was an executive officer of McCormick during
fiscal year 1993. Other members were James S. Cook, Charles P.
McCormick, Jr. (retired Chairman of the Board), and George V.
McGowan. On April 1, 1993, the Company loaned Mr. Thomas an
amount equal to $150,000 in connection with the purchase of
certain residential real estate. The principal amount of the
loan, together with costs plus interest at the rate of 3.4% for
one day and 3.28% for four days, was repaid in full on April 6,
1993 by Mr. Thomas.
The Stock Option Committee was comprised entirely of
independent outside directors since it was formed several years
ago. Members of the Stock Option Committee were James S. Cook,
George W. Koch, and William E. Stevens.
On November 15, 1993, the Board of Directors unanimously
approved consolidation of the Compensation and the Stock Option
Committees into one committee to be called the Compensation
Committee. Composition of this Committee was changed so that
all members are independent outside directors. Members are James
S. Cook, George W. Koch, George V. McGowan (Chairman) and William
E. Stevens. No member of the Committee, as it is restructured,
has any interlocking or insider relationship with the Company
which is required to be reported under the applicable rules and
regulations of the Securities and Exchange Commission.
Members of the Executive Committee were Bailey A. Thomas, H.
Eugene Blattman, Harold J. Handley, James A. Hooker and Carroll
D. Nordhoff, all of whom are employees and executive officers of
the Company. The Table beginning on page four of this Proxy
Statement sets forth the business experience of each of the
members.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the
Company and its subsidiaries for services rendered during each of
the fiscal years ended November 30, 1993, 1992 and 1991 to the
Chief Executive Officer and each of the four most highly
compensated executive officers who were executive officers on the
last day of the fiscal year, determined by reference to total
annual salary and bonus for the 1993 fiscal year.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
All Other
Name & Principal Fiscal Other Annual Securities Underlying Compensation
Position Year Salary($)* Bonus($) Compensation ($) Options/SARs(#)** ($)***
<S> <C> <C> <C> <C> <C> <C>
Bailey A. Thomas **** 1993 492,387 377,875 ***** 13,000 6,172.98
Chairman of the Board & 1992 444,460 475,570 13,000 6,660.32
Chief Executive Officer
H. Eugene Blattman 1993 322,067 239,125 ***** 13,000 6,172.98
President & 1992 270,233 252,700 8,000 7,507.82
Chief Operating Officer 1991 207,417 106,000 10,000 6,603.85
James J. Albrecht 1993 236,483 168,500 ***** 5,000 6,172.98
Group Vice President - 1992 225,483 165,000 5,000 7,475.91
Asia/Pacific 1991 214,567 160,600 10,000 6,603.05
Harold J. Handley 1993 246,317 68,400 ***** 8,000 6,172.98
Senior Vice President; 1992 228,400 125,000 8,000 7,505.82
General Manager - 1991 216,400 131,200 10,000 6,603.85
McCormick/Schilling Division
James A. Hooker 1993 221,900 90,000 ***** 8,000 6,020.30
Vice President & 1992 205,400 131,480 8,000 7,062.61
Chief Financial Officer 1991 157,800 100,000 6,000 6,383.59
</TABLE>
*Includes Corporate Board of Directors Fees and Service Awards.
**The 1991 options have been adjusted for the 2-for-1 stock split
which occurred in January 1992.
***Amounts paid or accrued under the Company's Profit Sharing Plan
for the accounts of such individuals.
****Since Mr. Thomas was not the Chief Executive Officer during
fiscal year 1991, under applicable rules of the Securities and
Exchange Commission, his compensation for that year may not be
shown.
*****There is no amount of Other Annual Compensation that is
required to be reported.
COMPENSATION OF DIRECTORS
Corporate Board of Directors' fees were paid at the rate of
$5,400 per year for each director who was an employee of the
Company during the fiscal year ended November 30, 1993. Fees
paid to each director who was not an employee of the Company
presently consist of an annual retainer fee of $18,000 and $1,100
for each Board meeting attended and $900 for each Committee
meeting attended.
PENSION PLAN TABLE
The following table shows the estimated annual benefits (on a
single-life basis), including supplemental benefits, payable upon
retirement (assuming retirement at age 65) to participants in the
designated average compensation and years of service
classifications:
Years of Service
Average
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
$250,000 $64,995 $86,659 $108,324 $129,989 $151,654
300,000 78,045 104,059 130,074 156,089 182,104
350,000 91,095 121,459 151,824 182,189 212,554
400,000 104,145 138,859 173,574 208,289 243,004
450,000 117,195 156,259 195,324 234,389 273,454
600,000 156,345 208,459 260,574 312,689 364,804
750,000 195,495 260,659 325,824 390,989 456,154
925,000 241,170 321,559 401,949 482,339 562,729
The Company's Pension Plan is non-contributory. A majority
of the employees of the Company and participating subsidiaries
are eligible to participate in the Plan upon completing one year
of service and attaining age 21. The Plan provides benefits
(which are reduced by an amount equal to 50% of the participant's
Social Security benefit) based on an average of the participant's
highest consecutive 60 months of compensation, excluding any cash
bonuses, and length of service. In 1979, the Company adopted a
supplement to its Pension Plan to provide a limited group of its
senior executives with an inducement to retire before age 65.
That group of senior executives will receive credit for
additional service for employment after age 55. In 1983, the
supplement was expanded to include a significant portion of the
senior executives' bonuses in the calculation of pension
benefits. The group of senior executives includes those listed
in the table on page 13.
For purposes of calculating the pension benefit, the average
of the highest consecutive 60 months of compensation for Dr.
Albrecht and Messrs. Blattman, Handley, Hooker, and Thomas as of
November 30, 1993 was $351,143, $354,676, $329,485, $257,709 and
$756,489, respectively. The years of credited service for Dr.
Albrecht and Messrs. Blattman, Handley, Hooker, and Thomas as of
the same date were 10, 4, 7, 10 and 32 years, respectively.
STOCK OPTIONS
During the last fiscal year, the Company has granted stock
options to certain employees, including executive officers,
pursuant to stock option plans approved by the Company's
stockholders.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
At Assumed
Annual Rates of
Stock Price
Appreciation For
Individual Grants* Option Term ($)**
Number of % of Total Exercise or Base Expiration
Securities Options/SARs Price Date
Name Underlying Granted To ($/Share)
Options/SARs Employees in
Granted (#) Fiscal Year 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Bailey A. Thomas 13,000 3.4% $22.625 3/16/98 $0 $81,261 $179,566
H. Eugene Blattman 13,000 3.4% $22.625 3/16/98 $0 $81,261 $179,566
James J. Albrecht 5,000 1.3% $22.625 3/16/98 $0 $31,254 $69,064
Harold J. Handley 8,000 2.1% $22.625 3/16/98 $0 $50,007 $110,502
James A. Hooker 8,000 2.1% $22.625 3/16/98 $0 $50,007 $110,502
</TABLE>
*In general, the stock options are exercisable cumulatively as
follows: none of the shares granted during the first year of the
option; not more than 50% of the shares granted during the second
year of the option; and 100% of the shares granted, less any
portion of such option previously exercised, at any time during
the period between the end of the second year of the option and
the expiration date. Approximately 398 employees of the Company
were granted options under the Company's option plans during the
last fiscal year.
**The dollar amounts under these columns are the result of
calculations at 0%, and at the 5% and 10% compounded annual rates
set by the Securities and Exchange Commission, and therefore are
not intended to forecast future appreciation, if any, in the
price of the Company's common stock. The potential realizable
values illustrated at 5% and 10% compound annual appreciation
assume that the price of the Company's common stock increases
$6.25 and $13.81 per share, respectively, over the 5-year term of
the options. If the named executives realize these values, the
Company's stockholders will realize aggregate appreciation in the
price of the approximately 81 million shares of the Company's
common stock outstanding as of December 31, 1993 of approximately
$506 million and $1.1 billion, respectively, over the same
period.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Value of Unexercised
Number of Securities In-the-Money
Shares Acquired Value Underlying Unexercised Options/SARs
Name on Exercise (#) Realized ($) Options/SARs at FY-End(#) at FY-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Bailey A. Thomas 1,555 $ 34,599 70,487/32,530 $833,713/$66,442
H. Eugene Blattman 20,000 $377,500 15,226/21,774 $121,562/$12,188
James J. Albrecht 32,400 $788,738 31,418/13,382 $405,995/$20,880
Harold J. Handley -0- $0 8,650/17,350 $45,413/$12,087
James A. Hooker -0- $0 13,769/14,231 $104,625/$5,000
Set forth below is a table comparing the yearly percentage change
in the Company's cumulative total shareholder return (stock price
appreciation plus reinvestment of dividends) on the Company's
common stock with (i) the cumulative total return of the Standard
& Poor's 500 Stock Index, assuming reinvestment of dividends, and
(ii) the cumulative total return of the Standard & Poor's Food
Products Index, assuming reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG McCORMICK & COMPANY, INCORPORATED,
S&P 500 STOCK INDEX & S&P FOOD PRODUCTS INDEX**
Index 1989 1990 1991 1992 1993
McCormick $185.56 $174.10 $317.26 $445.09 $369.63
S&P 500 130.84 126.30 151.99 180.07 197.58
S&P Foods 134.71 146.82 192.67 222.98 206.14
Assumes $100 invested on December 1, 1988 in McCormick & Company
common stock, S&P 500 Stock Index and S&P Food Products Index
* Total Return Assumes Reinvestment of Dividends
** Fiscal year ending November 30
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit
Committee, has appointed the accounting firm of Ernst & Young to
serve as the independent auditors of the Company for the current
fiscal year subject to ratification by the stockholders of the
Company. Ernst & Young were first appointed to serve as independent
auditors of the Company in 1982 and are considered by management of
the Company to be well qualified.
Representatives of Ernst & Young are expected to be present at
the Annual Meeting. They will have an opportunity to make a
statement if they desire to do so and are expected to be available
to respond to appropriate questions.
Required Vote of Stockholders. The favorable vote of at least
a majority of the shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present is
required for ratification of the appointment of independent
auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION.
OTHER MATTERS
Management knows of no other matters which may be presented for
consideration at the meeting. However, if any other matters
properly come before the meeting, it is the intention of the
persons named in the proxy to vote such proxy in accordance with
their judgment on such matters.
VOTING PROCEDURES
Each matter submitted to the stockholders for a vote is deemed
approved if a majority of the shares of Common Stock of the Company
present in person or by proxy at a meeting at which a quorum is
present votes in favor of the matter. The presence in person or by
proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting constitutes a quorum.
Stockholder votes are tabulated manually by the Company's
Shareholder Relations Office. Broker non-votes are neither counted
in establishing a quorum nor voted for or against matters presented
for stockholder consideration; proxy cards which are executed and
returned without any designated voting direction are voted in the
manner stated on the proxy card. Abstentions and broker non-votes
with respect to a proposal are not counted as favorable votes, and
therefore have the same effect as a vote against the proposal.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Proposals of stockholders to be presented at the 1995 Annual
Meeting must be received by the Secretary of the Company prior to
October 19, 1994 to be considered for inclusion in the 1995 proxy
material.
PROXY CARD
McCORMICK & COMPANY, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bailey A. Thomas, H. Eugene
Blattman and Richard W. Single, Sr. and each of them, the proxies
of the undersigned, with several power of substitution, to vote
all shares of Common Stock which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held on March
16, 1994, and at any and all adjournments thereof, in accordance
with the following ballot and in accordance with their best
judgment in connection with such other business as may properly
come before the Meeting:
1. ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
FOLLOWING NOMINEES:
J. J. Albrecht, H. E. Blattman, J. S. Cook, H.J. Handley, J. A.
Hooker, G. W. Koch, C. P. McCormick, Jr., G. V. McGowan, C. D.
Nordhoff, R. W. Single, Sr., W. E. Stevens, B. A. Thomas, K. D.
Weatherholtz
FOR all nominees listed above
WITHHELD for all nominees listed above
WITHHELD as to the following nominees
only:
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION, the proxies are authorized to vote on
such other matters as may properly come before the Meeting.
IN THE ABSENCE OF SPECIFIC INSTRUCTIONS APPEARING ON THE
PROXY, PROXIES WILL BE VOTED FOR THE ELECTION OF DIRECTORS; FOR
THE RATIFICATION OF THE APPOINTMENT OF AUDITORS, AND IN THE BEST
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS WHICH THE
PROXIES DO NOT KNOW A REASONABLE TIME BEFORE THE SOLICITATION ARE
TO BE PRESENTED AT THE MEETING, OR AS MAY OTHERWISE PROPERLY COME
BEFORE THE MEETING.
Dated: , 1994
(Please sign as name(s) appear
at left. If joint account, both
owners should sign)
</TABLE>
