McCormick & Company (MKC) Proxy Filing summary

Executive summary

• Net sales increased 2% in 2025, with operating income up 1% and adjusted operating income up 2%.

• Earnings per share rose 0.3%, adjusted EPS up 2%, and $962 million in operating cash flow was generated.

• $483 million was returned to stockholders via dividends, marking 40 consecutive years of dividend increases.

• The Board authorized a 6.7% increase in the quarterly dividend at the end of 2025.

• Two new directors joined the Board in 2026, while two long-serving directors are retiring.

Voting matters and shareholder proposals

• Stockholders will vote on the election of directors, ratification of Ernst & Young LLP as auditor, and a non-binding advisory vote on executive compensation.

• Only holders of Common Stock (NYSE: MKC.V) are entitled to vote; Non-Voting Common Stock holders may attend but not vote.

• Proxy materials are available online, and voting can be done via internet, phone, or mail.

Board of directors and corporate governance

• The Board consists of 13 directors, 92% of whom are independent, with an average tenure of 8 years and 31% female representation.

• The Board is led by a combined Chairman/CEO, with a Lead Director providing additional independent oversight.

• Board committees include Audit, Compensation and Human Capital, and Nominating and Corporate Governance, all comprised of independent directors.

• The Board conducts annual self-assessments and uses a skills matrix to ensure a broad mix of expertise.