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:
________________________________________________
[ ]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:
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2) Form, Schedule of Registration Statement No.:
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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 20, 1996
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 20, 1996, 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 1996 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 29, 1995 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 20, 1996 Richard W. Single, Sr.
Secretary
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished on or about February 20, 1996
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 29, 1995, there were
outstanding 12,058,571 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 29, 1995 will be entitled to vote at the meeting or any
adjournments thereof.
PRINCIPAL STOCKHOLDERS
On December 29, 1995, the assets of The McCormick Profit
Sharing Plan and PAYSOP (the "Plan") included 3,244,856 shares of
the Company's Common Stock, which represented 26.91% 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 discretion 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.
Mary D. McCormick, whose address is 830 West 40th Street,
Baltimore, Maryland 21211, held 614,220 shares of Common Stock as
of December 29, 1995, representing 5.1% of the outstanding shares
of Common Stock.
ELECTION OF DIRECTORS
On January 1, 1996, Mr. H. Eugene Blattman, the Company's President
and Chief Executive Officer and a member of the Board of Directors
and Executive Committee, retired from the Company. The Company is
grateful to Mr. Blattman for his leadership and many contributions
during his years of service.
On April 1, 1996, Mr. Harold J. Handley, the Company's Senior Vice
President - Europe, and a member of the Board of Directors, will
retire from the Company. Mr Handley will not seek re-election as a
Director of the Company on March 20, 1996. The Company is grateful
to Mr. Handley for his contributions during his years of
service.
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 29, 1995, 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 and Nature* of
Name Age Business Experience Director Beneficial Ownership
<S> <C> <C> <C> <C>
Common
Non-
Common Voting
<C> <C>
James J. Albrecht 63 Group Vice President- 1987 79,160 47,046
Asia/Pacific (1993 to Present);
Vice President & Managing
Director-International Group
(1989 to 1993)
James S. Cook 67 Executive in Residence, 1982 2,250 3,850
Northeastern University (1986
to Present)
Robert G. Davey 46 Vice President & Chief 1994 19,045 6,348
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)
George W. Koch 69 Of Counsel, Kirkpatrick & 1989 2,250 6,918
Lockhart (1992 to Present);
Partner, Kirkpatrick &
Lockhart (1990 to 1991)
Robert J. Lawless 49 President (1996 to Present) & 1994 22,117 23,535
Chief Operating Officer (1995
to Present); Executive Vice
President & Chief Operating
Officer (1995 to 1996); Senior
Vice President - The Americas
(1994 to 1995); Group Vice
President - Europe (1993 to 1994);
Vice President & Deputy Managing
Director, International Group
(1991 to 1993)
Charles P. McCormick, Jr. 67 Chairman of the Board 1955 267,397** 18,292
(1994 to Present); Chairman (2.22%)
Emeritus (1993 to 1994);
Chairman of the Board (1988 to
1993); Chief Executive Officer
(1987 to 1992)
George V. McGowan 67 Chairman of the Executive 1983 2,250 3,248
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 50 Executive Vice President 1991 40,050 19,383
(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. 57 Vice President (1987 to 1988 79,027 19,758***
Present); Secretary and
General Counsel (1986 to
Present)
William E. Stevens 53 President and Chief 1988 2,250 7,450
Executive Officer,
United Industries Corp.
(1989 to Present)
Karen D. Weatherholtz 45 Vice President - Human 1992 19,442 11,030
Relations (1988 to Present)
Directors and Executive Officers as a Group
(13 persons) . . . . . . . . . . . . . . . . 614,541 185,872
(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, 1995 pursuant to the
exercise of stock options: Dr. Albrecht - 2,701 shares of Common
Stock, 2,701 shares of Common Stock Non-Voting; Mr. Cook - 2,250
shares of Common Stock, 2,250 shares of Common Stock Non-Voting;
Mr. Davey - 4,450 shares of Common Stock, 3,500 shares of Common
Stock Non-Voting; Mr. Koch - 2,250 shares of Common Stock, 2,250
shares of Common Stock Non-Voting; Mr. Lawless - 7,800 shares of
Common Stock, 6,600 shares of Common Stock Non-Voting; Mr.
McCormick - 7,500 shares of Common Stock, 7,500 shares of Common
Stock Non-Voting; Mr. McGowan - 2,250 shares of Common Stock,
2,250 shares of Common Stock Non-Voting; Mr. Nordhoff - 5,620
shares of Common Stock, 5,099 of Common Stock Non-Voting; Mr.
Single - 6,002 shares of Common Stock, 6,202 shares of Common
Stock Non-Voting; Mr. Stevens - 2,250 shares of Common Stock,
2,250 shares of Common Stock Non-Voting; Ms. Weatherholtz -
5,003 shares of Common Stock, 6,330 shares of Common Stock
Non-Voting; and directors and executive officers as a group -
57,216 shares of Common Stock, 56,932 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 - 8,074 shares; Mr. Davey - 1,008 shares; Mr.
Lawless - 1,480 shares; Mr. Nordhoff - 7,154 shares; Mr. Single -
15,553 shares; Ms. Weatherholtz - 8,188 shares; and directors and
executive officers as a group - 59,393 shares. Of these amounts,
approximately 378 shares are credited to the PAYSOP accounts of
the nominees and approximately 438 shares are credited to the
PAYSOP accounts of the directors and executive officers as a group.
** Includes 2,637 shares of Common Stock owned by Mr.
McCormick's wife. Mr. McCormick disclaims beneficial ownership of
said shares.
*** Includes 670 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 20, 1996 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 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 6
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. Davey, Lawless, McCormick, and
Nordhoff. The Executive Committee held 22 meetings during the last
fiscal year.
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 at least 75% 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. 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, 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.
The Compensation Committee periodically engages an independent
compensation consultant to review the Company's executive
compensation policies and practices. The most recent study was
conducted in 1993 and early 1994 by Sibson and Company,
Inc. 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 bonus 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 Compensation Committee considers 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 are 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, in 1994 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 options
granted is a function of the recipient's salary grade level.
1995 Compensation Actions - Chief Executive Officer
The Chief Executive Officer participates in the same compensation
programs provided to other Company executives and officers.
The number of shares for which stock options are granted is a
function of the grade level of the position. A stock option grant
of 23,000 shares was approved for Mr. Blattman by the Compensation
Committee. This is the same number of shares previously granted to
the Chief Executive Officer.
The 1995 options were granted on March 15, 1995 at an option
price per share of $22.00, which was equal to 100% of the fair
market value of the stock on the date of grant.
In 1995, management salary increases were delayed from January
until July, and the average salary increase was 3% of the combined
base pay for all management employees, including executives. Mr.
Blattman requested that he not be considered for a salary increase;
therefore, none was given during fiscal year 1995.
For fiscal year 1995, Mr. Blattman did not receive a management
incentive bonus. He did, however, receive a payment equivalent to
that received by employees not in the management incentive bonus
program. The total payment received by Mr. Blattman was $14,000.
Mr. Blattman did not participate in the Compensation Committee's
deliberations of his annual bonus awards or stock option grants.
1995 Compensation Actions - Other Executive Officers
Compensation actions for other executive officers were made using
similar criteria as those used for Mr. 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 1995 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 1995, members of the Executive
Committee were H. Eugene Blattman (Chairman), Robert G. Davey,
Robert J. Lawless, Charles P. McCormick, Jr. and Carroll D.
Nordhoff. All except Mr. McCormick are employees and executive
officers of the Company. Mr. McCormick is a former CEO
and a retiree of the Company. Effective December 1, 1995, Mr.
McCormick again became CEO due to the retirement of Mr. Blattman.
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, 1995, 1994 and 1993 to the
Chief Executive Officer of the Company and each of the four
most highly compensated executive officers who were executive
officers on the last day of the 1995 fiscal year, determined by
reference to total annual salary and bonus for the 1995 fiscal
year.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Securities All Other
Name and Principal Fiscal Other Annual Underlying Compensation
Position Year Salary ($)<F1> Bonus ($) Compensation($) Options/SARs (#) ($)<F2>
<S> <C> <C> <C> <C> <C> <C>
H. Eugene Blattman 1995 405,400 14,000 <F3> 23,000 6,208
President & 1994 356,967 244,000 25,000 9,257
Chief Executive Officer 1993 322,067 239,125 13,000 9,401
James J. Albrecht 1995 246,171 30,968 <F3> 7,750 2,880
Group Vice President - 1994 242,717 173,400 7,750 7,029
Asia/Pacific 1993 236,483 168,500 5,000 7,920
Harold J. Handley 1995 258,580 27,744 <F3> 10,250 3,096
Senior Vice President; 1994 257,232 130,000 2,250 7,292
Europe 1993 246,317 64,800 8,000 7,944
Robert J. Lawless 1995 239,567 40,031 12,250 2,736
President & 1994 192,358 150,000 38,290<F4> 4,800 6,490
Chief Operating Officer 1993 167,583 113,000 37,668<F4> 3,000 6,613
Carroll D. Nordhoff 1995 242,629 8,447 <F3> 13,250 3,026
Executive Vice President 1994 232,508 100,000 13,250 6,932
1993 211,900 90,000 8,000 7,920
<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 1995
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 1995 for Messrs. Blattman, Albrecht, Handley, and
Nordhoff in the amounts of $3,472, $144, $360, and $290,
respectively; (ii) for 1994 for Messrs. Blattman, Albrecht, Handley
and Nordhoff, payments in the amounts of $2,439, $211, $474, and
$114, respectively, (iii) for 1993 for Messrs. Blattman and
Handley, payments in the amounts of $1,481 and $24, 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, 1995. 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 as Chairman of the
Board. Mr. McCormick's services in such capacity are consultative
in nature. During 1995, the Company paid Mr. McCormick $16,667 per
month for his services. Mr McCormick received an incentive payment
of $6,690 for services rendered during fiscal year 1995.
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
$225,000 $58,445 $77,926 $97,408 $116,889 $136,371
250,000 64,970 86,626 108,283 129,939 151,596
300,000 78,020 104,026 130,033 156,039 182,046
350,000 91,070 121,426 151,783 182,139 212,486
400,000 104,120 138,826 173,533 208,239 242,946
450,000 117,170 156,226 195,283 234,339 273,396
500,000 130,220 173,626 217,033 260,439 303,846
550,000 143,270 191,026 238,783 286,539 334,296
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, 1995 was $363,597, $491,506, $358,661, $265,355 and $279,289,
respectively. The years of credited service for Dr. Albrecht and
Messrs. Blattman, Handley, Lawless, and Nordhoff as of the same
date were 12, 6, 8, 4, and 24 years, respectively.
Mr. Lawless is also entitled to receive pension benefits under
the registered pension plan ("RPP") offered to employees of
McCormick Canada, Inc. Benefits under the RPP are based on the
average of the participant's highest three consecutive
years of earnings. Upon retirement the Company has agreed to pay
Mr. Lawless a supplemental benefit equal to the excess, if any, of
the benefit calculated under the RPP (assuming all his service at
McCormick Canada and the Company had been under the RPP) over (i)
the pension benefit accrued under RPP (based on his years of
service with McCormick Canada) plus (ii) the benefit accrued under
the Company's Pension Plan (based on years of service with the
Company).
STOCK OPTIONS
During the last fiscal year, the Company has granted stock
options to certain employees, including executive officers,
pursuant to stock option plans approved by the Company's
stockholders.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
At Assumed
Annual Rates of
Stock Price
Appreciation For
Individual Grants* Option Term ($)**
Number of % of Total Exercise or Expiration
Securities Options/SARs Base 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>
H. Eugene Blattman 23,000 4.6% $22.00 3/14/00 $0 $139,840 $308,890
James J. Albrecht 7,750 1.5% $22.00 3/14/00 $0 $47,120 $104,083
Harold J. Handley 10,250 2.0% $22.00 3/14/00 $0 $62,320 $137,658
Robert J. Lawless 12,250 2.4% $22.00 3/14/00 $0 $74,480 $164,518
Carroll D. Nordhoff 13,250 2.6% $22.00 3/14/00 $0 $80,560 $177,948
</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 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 $6.08 and
$13.43 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 out- standing as of December 30, 1995 of
approximately $494 million and $1.09 billion, respectively, over
the same period.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of
Shares Underlying Unexercised
Unexercisable In-the-Money
Shares Acquired Value Options/SARs Options/SARs
Name on Exercise (#) Realized ($) at FY-END (#) at FY-End ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
H. Eugene Blattman 0 $0 28,196/50,804 $79,167/$74,583
James J. Albrecht 8,800 $64,350 15,402/20,098 $56,652/$22,036
Harold J. Handley 10,000 $46,250 8,825/29,675 $1,293/$31,020
Robert J. Lawless 6,000 $42,375 14,400/14,650 $38,250/$21,406
Carroll D. Nordhoff 12,000 $99,375 10,719/31,781 $2,329/$35,484
</TABLE>
Set forth below is a line graph comparing the yearly percentage
change in the Company's cumulative total shareholder return (stock
price appreciation plus reinvestment of dividends) on the Company's
common stock with (i) the cumulative total return of the
Standard & Poor's 500 Stock Index, assuming reinvestment of
dividends, and (ii) the cumulative total return of the Standard &
Poor's Food Products Index, assuming reinvestment of dividends.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
Among McCormick & Company, Incorporated,
S&P 500 STOCK Index & S&P Food Products Index**
Description 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
McCormick & C0 ($) $100.0 $182.23 $255.65 $212.31 $177.41 $225.96
S & P 500 ($) $100.0 $120.34 $142.57 $156.97 $158.61 $216.67
S & P Foods ($) $100.0 $131.23 $151.87 $140.40 $147.74 $189.88
</TABLE>
Assumes $100 invested on December 1, 1990 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
NOTIFICATION 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 1997 ANNUAL MEETING
Proposals of stockholders to be presented at the 1997 Annual
Meeting must be received by the Secretary of the Company prior to
October 18, 1996 to be considered for inclusion in the 1997 proxy
material.
PROXY CARD
McCORMICK & COMPANY, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles P.McCormick, Jr., Robert J.
Lawless 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 20, 1996,
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, J. S. Cook, R.G. Davey, 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. 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:________________________,1996
_____________________________________________________________
(Please sign as name(s) appear at left. If joint account,
both owners should sign)
