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McCormick (NYSE: MKC) reshapes leadership to steer Unilever Foods integration

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

McCormick & Company, Incorporated has reassigned senior leadership to support its proposed combination with the foods business of Unilever PLC. Andrew Foust, previously President Americas, has been appointed Chief Integration Officer to lead integration of the transaction while remaining an executive officer.

Patrick Davis has been named Interim President Americas while Foust focuses on integration; the company currently expects Foust to return to his President Americas role after integration is completed. The document also explains that investors will receive detailed information about the proposed transaction through future SEC filings, including a Form S-4 proxy statement/prospectus and a Form 10 information statement for the Unilever Foods spin-off, and clarifies that this communication is not an offer to buy or sell securities.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Leadership announcement date April 15, 2026 Date McCormick announced Foust as Chief Integration Officer and Davis as Interim President Americas
McCormick 2025 proxy filing date February 18, 2026 Date McCormick filed its Schedule 14A proxy for the 2025 Annual Meeting
Unilever fiscal year-end December 31, 2025 Year-end covered by Unilever’s Form 20-F referenced for director and officer information
Unilever Form 20-F filing date March 12, 2026 Date Unilever filed its Form 20-F referenced for director and executive officer details
Chief Integration Officer financial
"appointed to the role of Chief Integration Officer to lead the integration"
A chief integration officer is a senior executive who plans and oversees the combining of two or more businesses after a merger, acquisition, or major reorganization, making sure systems, teams, processes and budgets work together. Investors care because successful integration determines whether projected cost savings, new revenue and operational improvements actually materialize; like a lead project manager, this role turns a deal’s promise into measurable value and reduces execution and cultural risks.
proxy statement/prospectus regulatory
"which will include a document that serves as a proxy statement/prospectus of McCormick"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
registration statement on Form S-4 regulatory
"a registration statement on Form S-4 to be filed by McCormick with the SEC"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
registration statement on Form 10 regulatory
"a registration statement on Form 10 to be filed by Unilever Foods entity"
A registration statement on Form 10 is a formal filing that a company submits to the U.S. securities regulator to register its securities and provide a full set of disclosures about its business, finances, management and risks. For investors it acts like a detailed product manual or passport for the company, offering the core facts and warnings needed to judge the investment’s safety and potential before buying shares.
spin-off financial
"in connection with the spin-off of Unilever Foods from Unilever"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
_______________________

Date of Report (Date of earliest event reported):
April 15, 2026


McCormick & Co Inc.
(Exact name of registrant as specified in its charter)

Maryland001-1492052-0408290
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
24 Schilling Road Suite 1
Hunt Valley Maryland21031
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:410771-7301


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c).



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockMKC-VNew York Stock Exchange
Common Stock Non-VotingMKCNew York Stock Exchange
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2026, McCormick & Company, Incorporated (the “Company”), announced that Andrew Foust, President Americas, has been appointed to the role of Chief Integration Officer to lead the integration related to the Company’s recently announced combination with the foods business of Unilever PLC (the “Transaction”). Mr. Foust will continue as an Executive Officer of the Company and will remain a member of the Company’s Management Committee. The Company currently contemplates that Mr. Foust will return to his role as President Americas following completion of integration activities for the Transaction.

The Company also announced that Patrick Davis has been appointed as Interim President Americas, to serve while Mr. Foust leads integration activities for the Transaction. Since 2024, Mr. Davis has served as President, North America Consumer Products, where he led the advancement of the Company’s commercial strategy to strengthen volume performance. He brings extensive leadership experience across global consumer packaged goods organizations, with a proven track record of driving innovation, leading digital transformation, and delivering sustainable, profitable growth.

These actions demonstrate the Company’s commitment to dedicating leadership to strategically planning and executing the integration, leveraging leaders that have supported the Company’s previous successful business integrations, while prioritizing performance and continuity in the base business with the deep talent built through long-standing organization and succession planning.

No Offer or Solicitation

This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.





Important Information and Where to Find It

This document relates to a proposed transaction among McCormick, Unilever and Unilever Foods. The parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by McCormick with the SEC, which will include a document that serves as a proxy statement/prospectus of McCormick in connection with the anticipated separation of Unilever Foods from Unilever and combination with McCormick, and a registration statement on Form 10 to be filed by Unilever Foods entity that serve as an information statement/prospectus in connection with the spin-off of Unilever Foods from Unilever. Each party will also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, INFORMATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by McCormick, Unilever Foods or Unilever through the website maintained by the SEC at www.sec.gov.

The documents filed by McCormick with the SEC also may be obtained free of charge at McCormick’s website at https://ir.mccormick.com/ or upon written request to McCormick & Company, Incorporated, 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The documents filed by Unilever Foods or Unilever with the SEC also may be obtained free of charge at upon written request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.

Participants in Solicitation

McCormick and Unilever and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from McCormick’s shareholders in connection with the proposed transaction. Information about McCormick’s directors and executive officers and their ownership of McCormick’s common stock is set forth in McCormick’s proxy statement for its 2025 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on February 18, 2026. To the extent that holdings of McCormick’s securities have changed since the amounts printed in McCormick’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Information about the directors and executive officers of Unilever is set forth in its Annual Report on Form 20-F for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. You may obtain free copies of these documents as described in the preceding paragraph.


SIGNATURES
        
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


McCORMICK & COMPANY, INCORPORATED
April 17, 2026By: /s/    Jeffery D. Schwartz        
 Jeffery D. Schwartz
 Vice President, General Counsel & Secretary


Source: View Original Filing on SEC EDGAR

FAQ

Will Andrew Foust remain in his previous role at McCormick (MKC)?

Andrew Foust moves from President Americas to Chief Integration Officer but remains an executive officer and Management Committee member. McCormick currently contemplates that he will return to his President Americas role after completion of integration activities for the Unilever Foods transaction.

Who is Patrick Davis and what is his new role at McCormick (MKC)?

Patrick Davis has been appointed Interim President Americas at McCormick while Andrew Foust leads integration. Since 2024, he has served as President, North America Consumer Products, where he advanced commercial strategy, strengthened volume performance, and led innovation and digital transformation initiatives.

Is this McCormick (MKC) document an offer to buy or sell securities?

No. The document states it is for informational purposes only and does not constitute an offer to buy or sell securities or solicit any vote or approval. Any securities offering must be made only through a prospectus meeting U.S. Securities Act Section 10 requirements.

What SEC filings will provide details on the McCormick–Unilever Foods transaction?

The parties plan a McCormick registration statement on Form S-4 with a proxy statement/prospectus, and a Form 10 registration by Unilever Foods with an information statement/prospectus for the spin-off. Investors are urged to read these and related SEC filings when available.

How can investors obtain more information about McCormick (MKC) and the proposed Unilever Foods deal?

Investors can access relevant filings free at the SEC’s website, and obtain McCormick’s documents via its investor relations site or by written request. Unilever Foods and Unilever documents are also available free by written request to Unilever’s Investor Relations Department in London.

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