PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ x ]
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 Section 240.14a-11 (c) or
Section 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:
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[ ] 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:
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4) Date Filed:
_______________________________________________
McCORMICK & COMPANY, INCORPORATED
18 Loveton Circle
Sparks, Maryland 21152
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 15, 1995
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 15, 1995, 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 approval of the 1995 Employees Stock Purchase Plan,
which Plan, as set forth in Exhibit A to the Proxy Statement, has
been adopted by the Board of Directors subject to the approval of
the stockholders;
(c) the ratification of the appointment of Ernst & Young as
independent auditors of the Company to serve for the 1995 fiscal
year; and
(d) 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 30, 1994 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 15, 1995 Richard W. Single, Sr.
Secretary
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished on or about February 15, 1995
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 30, 1994, there were
outstanding 13,135,585 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 30, 1994 will be entitled to vote at the meeting or any
adjournments thereof.
PRINCIPAL STOCKHOLDER
On December 30, 1994, the assets of The McCormick Profit
Sharing Plan and PAYSOP (the "Plan") included 3,670,451 shares of
the Company's Common Stock, which represented 27.94% 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 three directors,
Robert G. Davey, Carroll D. Nordhoff, 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
On July 1, 1994, Mr. James A. Hooker, the Company's Vice President
and Chief Financial Officer and a member of the Board of Directors
and Executive Committee, retired from the Company. The Company is
grateful to Mr. Hooker for his contributions during his years of
service.
On July 14, 1994, Mr. Bailey A. Thomas, the Company's Chairman of
the Board and Chief Executive Officer, died. Mr. Thomas was
replaced as Chairman of the Board by past-Chairman, Mr. Charles P.
McCormick, Jr. The Company greatly benefitted from Mr. Thomas'
wisdom, wit and experience over his many years of dedicated
service.
Messrs. Robert J. Lawless and Robert G. Davey were elected to the
Board of Directors on June 20, 1994. Neither gentleman has
previously stood for election to the Board at the Annual Meeting of
Stockholders.
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 30, 1994, 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
amount 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 & Nature* of
Name Age Business Experience Director Beneficial Ownership
Common
Non-
Common Voting
<S> <C> <C> <C> <C> <C>
James J. Albrecht 62 Group Vice President - 1987 83,555 51,636
Asia/Pacific (1993 to
Present); Vice President
& Managing Director-
International Group
(1989 to 1993)
H. Eugene Blattman 58 President (1993 to Present) 1991 22,594 20,724
& Chief Executive Officer
(1994 to Present); Chief
Operating Officer (1992 to 1994);
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
James S. Cook 66 Executive in Residence, 1982 1,750 3,350
Northeastern University (1986
to Present)
Robert G. Davey 45 Vice President & Chief 1994 20,066 6,650
Financial Officer (1994
to Present); President,
McCormick Canada, Inc.,
a subsidiary of the Company
(1991 to 1994); Executive Vice
President & Chief Financial
Officer, McCormick Canada, Inc.,
(1989 to 1991)
Harold J. Handley 58 Senior Vice President - 1990 14,202 21,054
Europe(1994 to Present); Senior
Vice President (1993 to Present);
Vice President (1990 - 1993) &
General Manager (1989 to 1994)-
McCormick/Schilling Division
George W. Koch 68 Of Counsel, Kirkpatrick & 1989 1,750 6,320
Lockhart (1992 to Present);
Partner, Kirkpatrick &
Lockhart (1990 to 1991);
President & Chief Executive
Officer - Grocery Manufacturers
of America, Inc. (1966 to 1990)
Robert J. Lawless 48 Senior Vice President - 1994 21,018 22,942
The Americas
(1994 to Present);
Group Vice President - Europe
(1993 to 1994); Vice President
& Deputy Managing Director,
International Group (1991 to
1993); President, McCormick
Canada, Inc., a subsidiary of the
Company (1989 to 1991)
Charles P. McCormick, Jr.66 Chairman of the Board 1955 307,329** 24,792
(1994 to Present);
Chairman (2.34%)
Emeritus (1993 to 1994);
Chairman of the Board (1988 to
1993); Chief Executive Officer
(1987 to 1992)
George V. McGowan 66 Chairman of the Executive 1983 1,750 2,725
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 49 Executive Vice President 1991 40,705 23,827
(1994 to Present); Executive
Vice President -The Americas
(1993 to 1994); Executive Vice
President - Corporate Operations
Staff (1992 to 1993); Vice President
& General Manager, Food Service
Division (1989 to 1992)
Richard W. Single, Sr. 56 Vice President (1987 to 1988 78,335 20,588***
Present); Secretary and
General Counsel (1986 to
Present)
William E. Stevens 52 President and Chief 1988 1,750 6,950
Executive Officer,
United Industries Corp.
(1988 to Present)
Karen D. Weatherholtz 44 Vice President - Human 1992 24,742 14,959
Relations (1988 to Present)
Directors and Executive Officers as a Group
15 persons)
674,550 275,490
(5.10%)
</TABLE>
* Includes shares of Common Stock and Common Stock Non-Voting known
to be beneficially owned by directors and executive officers alone
or jointly with spouses, minor children and relatives (if any) who
have the same home as the director or executive officer. Also
includes the following numbers of shares which could be acquired
within 60 days of December 30, 1994 pursuant to the exercise of
stock options: Dr. Albrecht - 10,152 shares of Common Stock,
10,152 shares of Common Stock Non-Voting; Mr. Blattman - 6,834
shares of Common Stock, 6,833 shares of Common Stock Non-Voting;
Mr. Cook - 1,750 shares of Common Stock, 1,750 shares of Common
Stock Non-Voting; Mr. Davey - 6,650 shares of Common Stock, 6,650
shares of Common Stock Non-Voting; Mr. Handley - 6,455 shares of
Common Stock, 6,456 shares of Common Stock Non-Voting; Mr. Koch -
1,750 shares of Common Stock, 1,750 shares of Common Stock
Non-Voting; Mr. Lawless - 8,250 shares of Common Stock, 8,250
shares of Common Stock Non-Voting; Mr. McCormick - 14,000 shares
of Common Stock, 14,000 shares of Common Stock Non-Voting; Mr.
McGowan - 1,750 shares of Common Stock, 1,750 shares of Common
Stock Non-Voting; Mr. Nordhoff - 8,808 shares of Common Stock,
8,807 of Common Stock Non-Voting; Mr. Single - 7,216 shares of
Common Stock, 9,569 shares of Common Stock Non-Voting; Mr. Stevens
- - - 1,750 shares of Common Stock, 1,750 shares of Common Stock
Non-Voting; Ms. Weatherholtz - 8,854 shares of Common Stock,
8,852 shares of Common Stock Non-Voting; and directors and
executive officers as a group - 98,714 shares of Common Stock,
102,064 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 - 7,874 shares; Mr. Blattman
- - - 2,760 shares; Mr. Davey - 101 shares; Mr. Handley - 2,279
shares; Mr. Lawless - 1,443 shares; Mr. Nordhoff - 6,867 shares;
Mr. Single - 14,437 shares; Ms. Weatherholtz - 7,334 shares; and
directors and executive officers as a group - 57,278 shares. Of
these amounts, approximately 368 shares are credited to the PAYSOP
accounts of the nominees and approximately 426 shares are credited
to the PAYSOP accounts of the directors and executive officers as
a group.
** Includes 2,574 shares of Common Stock owned by Mr.
McCormick's wife. Mr. McCormick disclaims beneficial ownership of
said shares.
*** Includes 655 shares of Common Stock Non-Voting owned by Mr.
Single's son. Mr. Single disclaims beneficial ownership of said
shares.
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 15, 1995 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 6 meetings during the
last fiscal year.
COMPENSATION COMMITTEE. This Committee establishes and oversees
executive compensation policy; makes decisions about base pay,
incentive pay and any supplemental benefits for the Chief Executive
Officer, other members of the Executive Committee, and any other
executives listed in the proxy statement 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 are
members of the Committee and serve at the pleasure of the Board of
Directors: Messrs. Cook, Koch, McGowan and Stevens. None of the
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 4
meetings during the last fiscal year.
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, Davey, Lawless, McCormick, and
Nordhoff. The Executive Committee held 26 meetings during the last
fiscal year.
ATTENDANCE AT MEETINGS
During the last fiscal year, there were 9 regularly scheduled
meetings, and one special meeting, of the Board of Directors. All
of the Directors were able to attend at least 92% 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
Baltimore Gas and Electric Company, Baltimore Life Insurance
Company, Hartland & Co., Life of Maryland, Inc., NationsBank, N.A.,
Organization Resources Counselors, Inc., and UNC Incorporated.
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 and early 1994, 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 the Compensation 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 shares for which stock
options have been granted are less than those of comparable
companies.
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 on page 18
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 on page 13 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 OPTIONS
Stock options were granted by the Compensation 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 benefit of the option.
As indicated in the second paragraph of this Report on Executive
Compensation, the independent consultant retained by the
Compensation Committee concluded that the stock options granted to
the Company's executive officers provide less opportunity for
economic benefit than do stock options granted by comparable companies.
As a result, the Compensation Committee approved increases in the
number of shares for which options were granted to those management
employees. These adjustments did not increase the number of shares
for which options were granted to the levels granted by other
comparable companies, although grant levels for lower level managers were
brought closer to market competitive levels than those for more senior
executives. The number of optionsgranted is a function of the recipient's
salary grade level.
1994 COMPENSATION ACTIONS - MR. THOMAS; MR. BLATTMAN
The Chief Executive Officer participates in the same
compensation programs provided to other Company executives and
officers.
Effective January 1, 1994, the Compensation Committee increased
Mr. Thomas' annual rate of base pay by a total of 2.5% compared to
the annualized rate of pay for Mr. Thomas in effect in January
1993. This percentage increase was generally consistent with the
salary increases granted for other senior executives this year.
(The percentage increase in base pay was generally higher for
management employees other than the senior executives). Mr.
Blattman's annual rate of base pay was raised on the same date by
a total of 2.6% compared to his annualized rate of pay in January
1993. This increase brought Mr. Blattman's rate of pay to the
minimum of his salary range at that time.
Stock option grants were approved for both Mr. Thomas and Mr.
Blattman in 1994 by the Compensation Committee. The number of
shares for which options were granted was not based on corporate
performance but was a function of grade level. Although the
findings of the independent consultant cited above would have
supported higher grants, the Compensation Committee approved
options for the following number of shares for the Messrs. Thomas
and Blattman:
1994 Grant 1993 Grant
Mr. Thomas 23,000 shares 13,000 shares
Mr. Blattman 18,000 shares 13,000 shares
The 1994 options were granted on March 16, 1994 at an option
price per share of $23.00, which was equal to 100% of the fair
market value of the stock on the date of grant.
In July 1994 Mr. Thomas passed away and Mr. Blattman was
promoted to CEO and President. At that time Mr. Blattman's salary
grade was adjusted and his base pay was increased by 21.8%. This
increase brought his base pay to a level just above the minimum for
that grade.
In consequence of his promotion, Mr. Blattman was also granted
a stock option for 7,000 shares at a price of $18.50, which was
equal to 100% of the fair market value of the stock on the date of
grant.
For fiscal year 1994, the Compensation Committee approved a
management incentive bonus for Mr. Blattman 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 which
are competitive with the food industry.
Neither Mr. Thomas nor Mr. Blattman participated in the
Compensation Committee's deliberations of their salary increases,
annual bonus awards or stock option grants.
1994 COMPENSATION ACTIONS - OTHER EXECUTIVE OFFICERS
Compensation actions for other executive officers were made
using similar criteria as those used for Messrs. Thomas and
Blattman. Salary increases, bonuses and stock option grants for
executive officers were granted in a manner consistent with those
granted to other Company managers.
Submitted By:
Compensation Committee Executive Committee
George V. McGowan, Chairman H. Eugene Blattman, Chairman
James S. Cook Robert G. Davey
George W. Koch Robert J. Lawless
William E. Stevens Charles P. McCormick, Jr.
Carroll D. Nordhoff
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1994 the Compensation Committee was comprised
of four independent outside directors. Members are James S. Cook,
George W. Koch, George V. McGowan (Chairman) and William E.
Stevens. No member of the Committee 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.
At the close of fiscal year 1994, members of the Executive
Committee were H. Eugene Blattman (Chairman), Robert G. Davey,
Charles P. McCormick, Jr. and Carroll D. Nordhoff. Mr. Lawless
became a member of the Committee in January 1995. All except Mr.
McCormick are employees and executive officers of the Company. Mr.
McCormick is a former CEO and a retiree of the Company. The table
beginning on page 4 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, 1994, 1993 and 1992 to each
Chief Executive Officer of the Company during fiscal year 1994 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
1994 fiscal year.
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
Awards All
Securities Other
Name & Principal Fiscal Salary Other Annual Underlying Compensation
Position Year ($)<F1> Bonus ($) Compensation Options/SARs(#) ($)<F2>
<S> <C> <C> <C> <C> <C> <C>
Bailey A. Thomas 1994 372,063 0 <F3> 23,000 14,393
Chairman of the Board & 1993 492,387 377,875 13,000 13,492
Chief Executive Officer 1992 444,460 475,570 13,000 15,331
(12/1/93 to 7/14/94)
H. Eugene Blattman 1994 356,967 244,000 <F3> 25,000 9,257
President & 1993 322,067 239,125 13,000 9,401
Chief Executive Officer 1992 270,233 252,700 8,000 7,509
(7/18/94 to Present)
James J. Albrecht 1994 242,717 173,400 <F3> 7,750 7,029
Group Vice President - 1993 236,483 168,500 5,000 7,920
Asia/Pacific 1992 225,483 165,000 5,000 7,477
Harold J. Handley 1994 257,232 130,000 <F3> 12,250 7,292
Senior Vice President; 1993 246,317 64,800 8,000 7,944
Europe 1992 228,400 125,000 8,000 7,556
Robert J. Lawless 1994 192,358 150,000 38,290<F4> 4,800 6,490
Senior Vice President - 1993 167,583 113,000 37,668<F4> 3,000 6,613
The Americas 1992 152,100 85,000 <F3> 3,000 3,476
Carroll D. Nordhoff 1994 232,508 100,000 <F3> 13,250 6,932
Executive Vice President 1993 211,900 90,000 8,000 7,920
1992 176,817 131,480 8,000 5,396
<FN>
<F1> Includes Corporate Board of Directors Fees and Service
Awards.
<F2> Amounts paid or accrued under the Company's Profit
Sharing Plan for the accounts of such individuals. Figures for 1994
are estimates. The stated figure includes payments persons would
have received under the Company's Profit Sharing Plan but for
certain limits imposed by the Internal Revenue Code: (i) for 1994
for Messrs. Thomas, Blattman, Albrecht, Handley and Nordhoff,
payments in the amounts of $7,575, $2,439, $211, $474, and $114,
respectively, (ii) for 1993 for Messrs. Thomas, Blattman and
Handley, payments in the amounts of $6,445, $1,481 and $24,
respectively; (iii) for 1992 for Messrs. Thomas, Blattman, Albrecht
and Handley, payments in the amounts of $8,671, $1, $1 and $48,
respectively.
<F3> There is no amount of Other Annual Compensation that is
required to be reported.
<F4> The Company paid Mr. Lawless $577 in 1994 and $17,959 in
1993 toward the additional taxes payable by him from the inclusion
in his income of travel expenses for his wife, which expenses were
incurred by the Company in relocating Mr. Lawless to the United
Kingdom in 1993, and to the United States in 1994, and in
having Mr. Lawless's wife accompany him on business trips. The
travel expenses of Mrs. Lawless were $23,770 in 1994 and $20,171
in 1993.
</FN>
</TABLE>
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, 1994. 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.
On July 18, 1994, Mr. McCormick was elected to replace Mr.
Thomas as Chairman of the Board. Mr. McCormick's services in such
capacity are consultative in nature. The Company has agreed to pay
Mr. McCormick $16,667 per month for his services, together with
such additional cash payments as may be deemed appropriate by the
Compensation Committee, consistent with the performance of the
Company. Mr McCormick received a bonus of $42,000 for services
rendered during fiscal year 1994.
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:
<TABLE>
<CAPTION>
Years of Service
Average
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
<S> <C> <C> <C> <C> <C>
$200,000 $51,926 $69,234 $86,543 $103,851 $121,160
250,000 64,976 86,634 108,293 129,951 151,610
300,000 78,026 104,034 130,043 156,051 182,060
350,000 91,076 121,434 151,793 182,151 212,510
400,000 104,126 138,834 173,543 208,251 242,960
450,000 117,176 156,234 195,293 234,351 273,410
500,000 130,226 173,634 217,043 260,451 303,860
550,000 143,276 191,034 238,793 286,551 334,310
</TABLE>
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, Lawless, and Nordhoff as of November
30, 1994 was $371,827, $443,539, $342,260, $198,848 and $255,284,
respectively. The years of credited service for Dr. Albrecht and
Messrs. Blattman, Handley, Lawless, and Nordhoff as of the same
date were 11, 5, 7, 3, and 23 years, respectively.
Mr. Lawless is also entitled to receive pension benefits under
the registered pension plan ("RPP") offered to employees of
McCormick Canada, Inc. Benefits under the RPP are based on the
average of the participant's highest three consecutive years of
earnings. Upon retirement the Company has agreed to pay Mr. Lawless
a supplemental benefit equal to the excess, if any, of the benefit
calculated under the RPP (assuming all his service at
McCormick Canada and the Company had been under the RPP) over (i)
the pension benefit accrued under RPP (based on his years of
service with McCormick Canada) plus (ii) the benefit accrued under
the Company's Pension Plan (based on years of service with the
Company).
STOCK OPTIONS
During the last fiscal year, the Company has granted stock
options to certain employees, including executive officers,
pursuant to stock option plans approved by the Company's
stockholders.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
At Assumed
Annual Rates of
Stock Price
Appreciation For
Individual Grants* Option Term ($)**
Number of % of Total Exercise
Securities Options/SARs or Base
Underlying Granted to Price Expiration
Options/SARs Employees in ($/Share) Date
Name Granted (#) Fiscal Year 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Bailey A. Thomas 23,000 4.5% $23.00 3/15/99 $0 $146,050 $322,920
H. Eugene Blattman 18,000 4.9%*** $23.00 3/15/99 $0 $114,300 $252,720
7,000 $18.50 7/31/99 $ 35,770 $ 79,030
James J. Albrecht 7,750 1.5% $23.00 3/15/99 $0 $ 49,213 $108,810
Harold J. Handley 12,250 2.4% $23.00 3/15/99 $0 $ 77,788 $171,990
Robert J. Lawless 4,800 0.9% $23.00 3/15/99 $0 $ 30,480 $ 67,392
Carroll D. Nordhoff 13,250 2.6% $23.00 3/15/99 $0 $ 84,138 $186,030
* 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 410 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 $6.35 and $14.04 per share ($5.11
and $11.29 per share in the case of the $18.50
option),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 30, 1994 of approximately $515
million and $1.14 billion, respectively, over the same period.
*** Percentage of Total Options based on aggregate of both grants
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Bailey A. Thomas 77,017 $739,955 49,000/49,000 0/0
H. Eugene Blattman 6,000 $ 46,125 13,667/42,333 $10,000/$3,500
James J. Albrecht 16,000 $262,000 20,304/16,246 $79,850/0
Harold J. Handley 0 0 12,911/25,339 $10,000/0
Robert J. Lawless 8,000 $134,000 16,500/6,300 $53,625/0
Carroll D. Nordhoff 10,000 $165,000 17,615/23,635 $53,625/0
</TABLE>
Set forth below is a line graph comparing the yearly percentage
change in the Company's cumulative total shareholder return (stock price
appreciation plus reinvestment of dividends) on the Company's common stock
with (i) the cumulative total return of the Standard & Poor's 500 Stock
Index, assuming reinvestment of dividends, and (ii) the cumulative total
return of the Standard & Poor's Food Products Index, assuming reinvestment
of dividends.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
Among McCormick & Company, Incorporated,
S&P 500 STOCK Index & S&P Food Products Index**
STARTING
BASIS
DESCRIPTION 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
McCormick & Co. (%) -6.17 82.23 40.29 -16.95 -16.44
McCormick & Co. ($) $100.00 $93.83 $170.98 $239.86 $199.20 $166.46
S & P 500 (%) -3.47 20.34 18.47 10.10 0.00
S & P 500 ($) $100.00 $96.53 $116.17 $137.62 $151.52 $151.52
S & P Foods (%) 8.99 31.23 15.73 -7.55 5.23
S & P Foods ($) $100.00 $108.99 $143.03 $165.53 $153.03 $161.02
Assumes $100 invested on December 1, 1989 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
</TABLE>
1995 EMPLOYEES STOCK PURCHASE PLAN
Since 1966 it has been the policy of the Company to make
available to virtually all of its employees the opportunity to
purchase shares of the Company's stock through employees stock
purchase plans. Since the Board of Directors believes that these
plans have been successful in achieving their purposes, a new
employees stock purchase plan is being submitted to the
stockholders at this time.
On January 23, 1995, the Board of Directors adopted the 1995
Employees Stock Purchase Plan, which is designed to meet the
requirements of the Internal Revenue Code for employee stock
purchase plans. The full text of the Plan is set forth in Exhibit
A to this Proxy Statement and reference is made thereto for a
complete statement of its terms and provisions. If the Plan is not
approved by the required vote of stockholders, it will terminate.
The Company intends to file a registration statement under the
Securities Act of 1933 to register the shares subject to the Plan
prior to the issuance of any securities subject to issuance under
the Plan.
Participation in the Plan is limited to persons who on March 15,
1995 are employees of the Company or designated subsidiaries and
affiliates and, with stated exceptions, all such employees are
eligible to participate. It is estimated that approximately 6,200
employees will be eligible to participate in the Plan.
Under the Plan, options are to be granted on March 15, 1995 to
each eligible employee to purchase a maximum number of shares of
Common Stock Non-Voting of the Company which, at the March 15, 1995
price, would approximate 10% of said employee's compensation for
one year, as defined in the Plan. Payment for all shares purchased
would be made through payroll deductions over a 24 month period,
beginning June 1, 1995. Interest on all such amounts would be
accrued by the Company at the rate of 5% per year, and would be
paid to the employees after completion of payment for their
shares or upon prior withdrawal from the Plan. The purchase price
per share is the NASDAQ National Market closing price of the
Company's Common Stock Non-Voting in the over-the-counter market as
reported in "The Wall Street Journal" for either March 15, 1995 or
for the date of exercise, whichever price is lower. The closing
price of the Common Stock Non-Voting as reported in "The Wall
Street Journal" for February 3, 1995 was $22.50.
Subject to certain limitations set forth in the Plan, employees
are permitted, at any time prior to May 31, 1997, to terminate or
reduce their payroll deductions, to reduce their options to
purchase, to exercise their options in whole or in part, or to
withdraw all or part of the balance in their accounts, with
interest.
The Plan also contains provisions governing the rights and
privileges of employees or their representatives in the event of
termination of employment, retirement, severance, lay-off,
disability, death or other events.
Certificates for all shares of stock purchased under the Plan
will be delivered as soon as practicable after May 31, 1997, or on
such earlier date as full payment is made for all shares which the
employee has elected to purchase. No employee or his or her legal
representative will have any rights as a stockholder with respect
to any shares to be purchased until completion of payments for all
the shares and the issuance of the stock certificate.
The Plan contemplates that all funds contributed by employees
will be under the control of the Company and can be used for any
corporate purposes.
The Company has been advised by counsel that, under the Internal
Revenue Code, if a participant acquires stock upon the exercise of
an option under the Plan, no income will result to such participant
upon such exercise, and the Company will be allowed no deduction as
a result of such purchase, if the following conditions are met: (i)
the Plan is approved by the stockholders of the Company on or
before January 22, 1996; (ii) at all times during the period
beginning with the date of the granting of the option and ending on
the day three months before the date of such exercise the
participant was an employee of the Company or of a subsidiary or
affiliate of the Company; and (iii) the participant makes no
disposition of the stock within two years after the date of
granting the option and makes no disposition of the stock within
one year after the transfer of the stock to such participant. In
the event of a sale or other disposition of such stock by the
option holder after compliance with the applicable conditions set
forth above, any gain realized over the price paid for the stock
will be treated as long-term capital gain, and any loss will be
treated as long-term capital loss in the year of the sale. If the
condition stated in clause (i) or (ii) is not met, compensation
income will result to a participant upon the exercise of an option;
if the conditions in clause (iii) are not met, compensation income
will result to the participant upon the early disposition of stock.
In either case the amount of compensation will be equal to the
excess of the value of the stock on the date of exercise over the
purchase price, except that in the case of a person subject to
Section 16(b) of the Securities Exchange Act of 1934, the amount of
compensation income will be determined based on the value of the
stock on the date on which the Section 16(b) restriction lapses
(and the inclusion in income of the compensation will be delayed
until that time). In general, such amount of compensation income
will be subject to regular income tax rates. If the option holder
is treated as having received compensation income, an equivalent
deduction generally will be allowed to the Company. For the purpose
of the foregoing, an option is exercised on May 31, 1997 or such
earlier date as the employee makes an irrevocable election to
purchase stock. No income will result to participant upon the
issuance of the options.
The Company has been further advised by counsel that the
interest accrued on an employee's stock purchase account will be
taxable income in the year paid or applied to the purchase of stock
on behalf of such employee and an equivalent deduction will be
allowed to the Company. The following table shows the estimated
maximum number of shares of Common Stock Non-Voting that each
listed person, and each listed group, will be entitled to acquire
in accordance with the provisions of the 1995 Employees Stock
Purchase Plan (based on the stock price in effect on February 3,
1995). The Dollar Value equals the number of shares that can be
acquired by each person or group multiplied by the February 3, 1995
stock price.
NEW PLAN BENEFITS
1995 Employees Stock Purchase Plan *
Name and Position Dollar Value ($) Number of Units
H. Eugene Blattman $40,005 1,778
President and
Chief Executive Officer
James J. Albrecht $23,783 1,057
Group Vice President - Asia/Pacific
Harold J. Handley $25,335 1,126
Senior Vice President - Europe
Robert J. Lawless $21,015 934
Senior Vice President - The Americas
Carroll D. Nordhoff $23,445 1,042
Executive Vice President
Executive Officer Group
(10 persons) $215,550 9,580
Outside Director
Group (5 persons) N/A N/A
Non-Executive Officer/
Employee Group $19,645,875 873,150
(approximately 6,200 persons)
* Messrs. Davey, Single, and Ms. Weatherholtz, who are nominees
to the Board of Directors in addition to the persons listed in the
New Plan Benefits table, will receive options under the Plan to
purchase the following number of shares of Common Stock Non-Voting:
Mr. Davey, 824 shares; Mr. Single, 777 shares, and Ms.
Weatherholtz, 637 shares. Director nominees who are not employees
of the Company are not eligible to participate in the Plan. No
person will receive options for as much as 5% of the shares subject
to the Plan.
The Plan contemplates that the Company will make available
sufficient shares of its Common Stock Non-Voting to allow each
eligible employee to elect to purchase the full number of shares
covered by the options granted. On the basis of the closing price
of the shares of the Company's Common Stock Non-Voting on February
3, 1995, it is estimated that a maximum of 883,000 shares will be
required if each eligible employee elects to participate to the
full extent of his or her option. The Plan provides for adjustments
in the case of certain changes in the Company's capital structure.
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 approval of the Plan.
The Board of Directors recommends that stockholders vote FOR the
approval of the Plan.
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 1996 ANNUAL MEETING
Proposals of stockholders to be presented at the 1996 Annual
Meeting must be received by the Secretary of the Company prior to
October 18, 1995 to be considered for inclusion in the 1996 proxy
material.
EXHIBIT A
McCORMICK & COMPANY, INCORPORATED
1995 EMPLOYEES STOCK PURCHASE PLAN
SECTION 1 - PURPOSE
The purpose of this Plan is to afford to employees of
McCormick & Company, Incorporated and designated
subsidiaries and affiliates (namely, Festin Foods Corp., Flavour
Ingredients Limited, Gilroy Foods, Incorporated, McCormick Canada,
Inc., McCormick & Wild, Inc., Mojave Foods Corporation, Setco,
Inc., and Tubed Products, Inc.) (the "Corporations") an opportunity
to acquire shares of Common Stock Non-Voting of McCormick &
Company, Incorporated (the "Company") pursuant to options to
purchase granted by this Plan to them.
SECTION 2 - NUMBER OF SHARES OFFERED
The offering pursuant to this Plan is for a number of shares of
the Company's Common Stock Non-Voting sufficient to allow each
employee to elect to purchase the full number of shares purchasable
pursuant to the terms of Section 6 of this Plan.
SECTION 3 - ELIGIBLE EMPLOYEES
All persons who on March 15, 1995, are employees of the
Corporations will be eligible to participate in this Plan,
except for the following who shall not be eligible:
(a) Any employee whose customary employment as of March 15, 1995,
was 19 hours or less per week or for not more than 5 months during
the calendar year;
(b) Any employee who, immediately after March 15, 1995, would own
(as defined in the Internal Revenue Code, Sections 423 and 424(d))
stock, and/or hold outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Company or of any subsidiary;
(c) Any employee whose grant of an option hereunder would permit
his rights to purchase stock under this Plan and under all other
employee stock purchase plans, if any, of the Company or its
subsidiaries to accrue at a rate which exceeds $25,000 of the fair
market value of such stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding
at any time; and
(d) Any employee residing in a state where the offer or sale of the
shares provided by this Plan is not authorized or permitted by
applicable state law.
SECTION 4 - EFFECTIVE DATE
The options under this Plan are granted as of March 15, 1995,
subject to approval of this Plan by the stockholders of the Company
within 12 months of its adoption by the Board of Directors.
SECTION 5 - PURCHASE PRICE
The purchase price for all shares shall be the NASDAQ National
Market closing price of the Company's Common Stock Non-Voting on
the over-the-counter market as reported in THE WALL STREET JOURNAL
either:
(a) For March 15, 1995 (which is the date of the grant), or
(b) For the date such option is exercised, whichever price is
lower.
SECTION 6 - NUMBER OF SHARES PURCHASABLE
Each eligible employee is, by the terms of this Plan, granted an
option to purchase a maximum number of shares of Common Stock
Non-Voting of the Company (increased by any fractional amount
required to make a whole share) which, at the purchase price, as
determined in accordance with Section 5(a), will most closely
approximate 10% of his compensation for one year, as below defined.
Notwithstanding any other provision of this Plan, no employee may
elect to purchase less than five shares nor may any options be
exercised for less than five shares.
Such compensation for one year shall be deemed to be the base
wage paid to such employee by the Corporations. The
base wage for such employee shall be computed as follows:
(a) The straight-line hourly base wage rate of such
employee in effect on March 15, 1995, multiplied by 2080 hours (40
hours per week multiplied by 52 weeks), or by such number as the
Company deems to constitute the number of hours in a normal work
year for such employee; or
(b) The salary of such employee in effect on March 15,
1995, annualized.
SECTION 7 - ELECTION TO PURCHASE AND PAYROLL DEDUCTION
No later than April 28, 1995, an eligible employee may elect to
purchase all or part of the shares which he is entitled to purchase
under Section 6. Such election shall be made by the execution and
delivery to the Corporations of an approved written form
authorizing uniform periodic payroll deductions over a two-year
period beginning June 1, 1995, in such amounts as will in the
aggregate (exclusive of interest which, it is contemplated, will be
paid to the employee at the end of such period) equal the total
option price for all of the shares covered by this election to
purchase. If an employee fails to make such election by April 28,
1995, the option provided by this Plan shall terminate on that
date. Except as otherwise provided in the Plan, after payroll
deductions have begun, prepayment for the total shares purchasable
will be permitted at any time prior to May 31, 1997. In the event
an employee makes such prepayment, there shall be no payroll
deductions under the Plan on behalf of said employee after such
prepayment.
SECTION 8 - INTEREST ON PAYROLL DEDUCTIONS
The Company and participating subsidiaries and affiliates will
maintain a record of amounts credited to each employee authorizing
a payroll deduction pursuant to Section 7. Interest will accrue on
payroll deductions beginning June 1, 1995, on the average balance
of such deductions during the period of this Plan at the rate of 5%
per year. Such interest shall be payable to the employee on or
about May 31, 1997, or at such time as said employee may for any
reason terminate his election to purchase shares under this Plan,
or at such time as said employee exercises his option to purchase
stock under the Plan and provides or pays in full the sum necessary
to purchase such shares.
SECTION 9 - CHANGES IN ELECTIONS TO PURCHASE
An employee may, at any time prior to May 31, 1997, by written
notice to the Corporations, direct the Corporations to reduce or
cease payroll deductions (or, if the payment for shares is being
made through periodic cash payments, notify the Corporations that
such payments will be reduced or terminated) or withdraw part or
all of the money in his account and continue payroll deductions, in
accordance with the following alternatives:
(a) Exercise his option to purchase the number of shares
which may be purchased at the purchase price with all or any
specified part of the amount (including interest) then credited to
his account,and withdraw any amount (including interest) remaining
in such account; or
(b) Reduce the amount of his subsequent payroll deductions
(or periodic cash payments) and/or withdraw all or any specified
part of the amount then credited to his account, in which event his
option to purchase shall be reduced to the number of shares which
may be purchased, at the March 15, 1995 price, with the amount,
if any, remaining in his account (exclusive of interest) plus
the aggregate amount of the authorized payroll deductions (or
periodic cash payments) to be made thereafter; or
(c) Withdraw the amount (including interest) in his
account and terminate his option to purchase.
An employee may make only one withdrawal of all or part of his
account and continue his payroll deductions. If the employee
thereafter wishes to withdraw any funds from his account, he must
withdraw the entire amount (including interest) in his account and
terminate his option to purchase.
Any reduction made in the number of shares subject to an option
to purchase is subject to the provisions of Section 6 and shall be
permanent.
SECTION 10 - VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE
In the event an employee voluntarily leaves the employ of the
Corporations, otherwise than by retirement under a plan of the
Corporations, or is discharged for cause prior to May 31, 1997, he
can elect within 10 days after termination of his employment to:
(a) Exercise his option to purchase the number of shares
which may be purchased at the purchase price with all or any
specified part of the amount (including interest) then credited to
his account,and withdraw any amount (including interest) remaining
in such account; or
(b) Withdraw the amount (including interest) in his account and
terminate his option to purchase; or
(c) Exercise his option up to the number of shares purchasable
under this Plan (Section 6) with full payment for such shares.
If the employee fails to make an election within 10 days after
termination of employment, he shall be deemed to have elected
subsection 10(b) above.
SECTION 11 - RETIREMENT OR SEVERANCE
In the event an employee who has an option to purchase shares
leaves the employ of the Corporations on or after March 15, 1995,
because of retirement under a plan of the Corporations, or because
of termination of his employment by the Corporations for any reason
except discharge for cause, he may elect, within 10 days after the
date of such retirement or termination, to:
(a) In the event of retirement only, continue his option to
purchase shares by making periodic cash payments to the
Corporations in amounts equal to the payroll deductions previously
authorized; or
(b) Exercise his option for the number of shares which may
be purchased at the purchase price with all or any specified part
of the amount (including interest) then credited to his account,and
withdraw any amount (including interest) remaining in such
account; or
(c) Exercise his option up to the number of shares
purchasable under this Plan (Section 6) with full payment
for such shares within said 10 day period; or
(d) Withdraw the amount (including interest) in his account
and terminate his option to purchase.
In the event the employee does not make an election within the
aforesaid 10 day period, he will be deemed to have elected
subsection 11(d) above.
SECTION 12 - LAY-OFF, AUTHORIZED LEAVE OF ABSENCE OR DISABILITY
Payroll deductions for shares for which an employee has an
option to purchase may be suspended during any period of absence of
the employee from work due to lay-off, authorized leave of absence
or disability or, if the employee so elects, periodic payments for
such shares may continue to be made in cash.
If such employee returns to active service prior to May 31,
1997, his payroll deductions will be resumed and if said employee
did not make periodic cash payments during his period of absence,
he shall, by written notice to his employing Corporation within 10
days after his return to active service, but not later than May 31,
1997, elect:
(a) To make up any deficiency in his account resulting from
a suspension of payroll deductions by an immediate cash payment; or
(b) Not to make up such deficiency, in which event the
number of shares to be purchased by him shall be reduced to the
number of whole shares which may be purchased at the March 15, 1995
price,with the amount, if any, then credited to his account
(including interest) plus the aggregate amount, if any, of all
payroll deductions to be made there-after; or
(c) Withdraw the amount (including interest) in his account
and terminate his option to purchase.
An employee on lay-off, authorized leave of absence or
disability on May 31, 1997, shall deliver written notice
to his employing Corporation on or before May 31, 1997, electing
one of the alternatives provided in the foregoing clauses (a), (b)
and (c) of this Section 12. If any employee fails to deliver such
written notice within 10 days after his return to active service or
by May 31, 1997, whichever is earlier, he shall be deemed to have
elected subsection 12(c) above.
If the period of an employee's lay-off, authorized leave of
absence or disability shall terminate on or before May
31, 1997, and the employee shall not resume active employment with
the Corporations, he shall make an election in accordance with the
provisions of Section 10 of this Plan.
SECTION 13 - DEATH
In the event of the death of an employee while his option to
purchase shares is in effect, the legal representatives of such
employee may, within 90 days after his death (but not later than
May 31, 1997) by written notice to the employing Corporation, elect
to:
(a) Make up any deficiency in such employee's account
occurring after his death or by reason of his prior illness and
to continue to make periodic cash payments for the remainder of the
period ending May 31,1997; or
(b) Withdraw the amount (including interest) in his account
and terminate his option to purchase; or
(c) Exercise the employees option for the number of shares
which may be purchased at the purchase price with all or any
specified part of the amount (including interest) then credited to
his account, and withdraw any amount (including interest) remaining
in such account; or
(d) Exercise his option up to the number of shares
purchasable under this Plan (Section 6) with full payment for such
shares.
In the event the legal representatives of such employee fail to
deliver such written notice to the employing Corporation within the
prescribed period, the election to purchase shares shall terminate
and the amount, including interest, then credited to the employee's
account shall be paid to such legal representatives.
SECTION 14 - FAILURE TO MAKE PERIODIC CASH PAYMENTS
Under any of the circumstances contemplated by this Plan, where
the purchase of shares is to be made through periodic cash payments
in lieu of payroll deductions, the failure to make any such
payments shall reduce, to the extent of the deficiency in such
payments, the number of shares purchasable under this Plan.
SECTION 15 - FUNDS IN STOCK OPTION ACCOUNTS
Amounts credited to the employee's account shall be under the
control of the Company and may be used for any corporate purpose.
Amounts credited to the accounts of employees of subsidiaries and
affiliates of the Company named in Section 1 of this Plan shall be
remitted to the Company from time to time. The amount, exclusive of
interest, credited to the account of each employee shall be applied
to pay for shares purchased by such employee and any amount
not used for this purpose shall be repaid to the employee by the
Company.
SECTION 16 - RIGHTS AS STOCKHOLDER
No employee, former employee, or his representatives shall have
any rights as a stockholder with respect to any shares of stock
which any employee has elected to purchase under this Plan until
full payment for all shares has been made and a certificate for
such shares has been issued. Certificates for shares will be
issued as soon as practicable after full payment for such shares
has been made. However, certificates for shares will not be issued
prior to approval of the Plan by the stockholders of the Company.
SECTION 17 - NON-ASSIGNABILITY
No assignment or transfer by any employee, former employee or
his legal representatives of any option, election to purchase
shares or any other interest under this Plan will be recognized;
any purported assignment or transfer, whether voluntary or by
operation of law (except by will or the laws of descent and
distribution), shall have the effect of terminating such option,
election to purchase or other interest. An employee's option and
election to purchase shall be exercisable only by him during his
lifetime and upon his death, by his legal representative in
accordance with Section 13. If an election to purchase is
terminated by reason of the provisions of this Section 17,
the only right thereafter continuing shall be the right to have the
amount then credited to the employee's account, including interest,
paid to the employee or other person entitled thereto, as the case
may be.
SECTION 18 - EFFECT OF CHANGES IN SHARES
In the event of any change in the capital stock of the Company
through merger, consolidation or reorganization, or in the event of
any dividend to holders of shares of the Common Stock Non-Voting of
the Company payable in stock of the same class in an amount in
excess of 2% in any year, or in the event of a stock split, or in
the event of any other change in the capital structure of the
Company, the Company will make such adjustments with respect to the
shares of stock subject to this offering as it deems equitable to
prevent dilution or enlargement of the rights of participating
employees.
SECTION 19 - ADMINISTRATION; MISCELLANEOUS
(a) The Salary and Benefits Committee of the Company (the
"Committee") or such employee or employees as they may
designate, shall be responsible for the administration of this
Plan, including the interpretation of its provisions, and the
decision of the Committee or of such other employee or employees
with respect to any question arising under the Plan shall be
final and binding for all purposes.
(b) Uniform policies shall be pursued in the administration
of this Plan and there shall be no discrimination between
particular employees or groups of employees. The Committee, or such
employee or employees as they may designate to administer this
Plan, shall have the authority, which shall be exercised without
discrimination, to make exceptions to the provisions of this Plan
under unusual circumstances where strict adherence to such
provisions would work undue hardship.
(c) The Company may allow a reasonable extension of the
time within which an election to purchase shares under this Plan
shall be made, if it shall determine there are circumstances
warranting such action, in which event such extension shall be made
available on a uniform basis to all employees similarly
situated; provided that in no event shall the period for payroll
deductions be extended beyond May 31,1997.
SECTION 20 - AMENDMENT AND DISCONTINUANCE
The Board of Directors of the Company may alter, suspend or
terminate the Plan; provided, however, that, except to conform the
Plan from time to time to the requirements of the Internal Revenue
Code with respect to employee stock purchase plans, no action of
the Board shall increase the period during which this Plan shall
remain in effect, or further limit the employees of the
Corporations who are eligible to participate in the Plan, or
increase the maximum period during which any option granted under
the Plan may remain unexercised, or (other then as set forth in
Section 18 above) increase the number of shares of stock to be
optioned under the Plan or reduce the purchase price per share,
with respect to the shares optioned or to be optioned under the
Plan, or without the consent of the holder of the option, otherwise
alter or impair any option granted under the Plan.
PROXY CARD
McCORMICK & COMPANY, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles P. McCormick, Jr., 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
15, 1995, 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, R.G. Davey, H.J.
Handley, G. W. Koch, R.J. Lawless, C. P. McCormick, Jr., G. V.
McGowan, C. D. Nordhoff, R. W. Single, Sr., W. E. Stevens, K. D.
Weatherholtz
FOR all nominees listed above
WITHHELD for all nominees listed above
WITHHELD as to the following nominees
only:___________________________________________
2. PROPOSAL TO APPROVE THE 1995 EMPLOYEES STOCK PURCHASE PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
FOR AGAINST ABSTAIN
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
FOR AGAINST ABSTAIN
4. 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
APPROVAL OF THE 1995 EMPLOYEES STOCK PURCHASE PLAN; 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: ________________________, 1995
___________________________________
___________________________________
(Please sign as name(s) appear at left. If joint account, both
owners should sign)
