MCCORMICK & CO INCMKC

MCCORMICK & CO INC Earnings Per Share Disclosure

10-KFiled Jan 22, 20262 min read
CAPITAL STOCK AND EARNINGS PER SHARE
We have 640,000,000 authorized shares of each class of common stock with an established the par value for each class of common stock at $0.01 per share. The par value and additional paid in capital associated with each class of common stock is recorded in Common stock and Common stock non-voting in our consolidated balance sheet.
Holders of Common Stock have full voting rights except that (1) the voting rights of persons who are deemed to own beneficially 10% or more of the outstanding shares of Common Stock are limited to 10% of the votes entitled to be cast by all holders of shares of Common Stock regardless of how many shares in excess of 10% are held by such person; (2) we have the right to redeem any or all shares of Common Stock owned by such person unless such person acquires more than 90% of the outstanding shares of each class of our common stock; and (3) at such time as such person controls more than 50% of the votes entitled to be cast by the holders of outstanding shares of Common Stock, automatically, on a share-for-share basis, all shares of Common Stock Non-Voting will convert into shares of Common Stock.
Holders of Common Stock Non-Voting will vote as a separate class on all matters on which they are entitled to vote. Holders of Common Stock Non-Voting are entitled to vote on reverse mergers and statutory share exchanges where our capital stock is converted into other securities or property, dissolution of the Company and the sale of substantially all of our assets, as well as forward mergers and consolidation of the Company or any amendment to our charter repealing the right of the Common Stock Non-Voting to vote on any such matters.
The reconciliation of shares outstanding used in the calculation of basic and diluted earnings per share for the years ended November 30 follows:
(millions)202520242023
Average shares outstanding—basic268.5 268.5 268.4 
Effect of dilutive securities:
Stock options/RSUs/LTPP0.9 1.1 1.4 
Average shares outstanding—diluted269.4 269.6 269.8 
The following table sets forth the stock options and RSUs for the years ended November 30 which were not considered in our earnings per share calculation since they were antidilutive:
(millions)202520242023
Antidilutive securities3.5 3.4 2.2 
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Historical Timeline

Fiscal YearFiled
2025Jan 22, 2026Showing above
2024Jan 23, 2025
2023Jan 25, 2024
2022Jan 26, 2023
2021Jan 27, 2022
2020Jan 28, 2021
2019Jan 28, 2020
2018Jan 25, 2019
2017Jan 25, 2018
2016Jan 25, 2017
2015Jan 28, 2016

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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