2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 84 INVESCO LTD OurDirectors and theirQualifications TheBoard believes that all of the directors are highly qualified.As the biographies on pages7 to12 show, the directors have the significant leadership and professional experience, knowledge and skills necessary to provide effective oversight and guidance for Invesco’s global strategy and operations.As a group, they represent diverse views, experiences and backgrounds.All the directors possess the characteristics that are essential for the proper functioning of ourBoard.All the directors are independentwith the exception of our chief executive officer. 3 Director qualifications Name Age Director since Other public boards Public companyCEO Executive leadership Industry experience Global business or government experience Financial and accounting expertise IT industry experience Legal expertise Public company board experience A C NCG SarahE.Beshar FormerPartner,DavisPolk 59 2017 — M M M • • JosephR.Canion FormerCEO,CompaqComputerCorporation 73 1997 — — — Ch • • • • • • MartinL.Flanagan President andCEO, Invesco Ltd. 57 2005 — — — — • • • • • C.RobertHenrikson FormerPresident andCEO,MetLife, Inc. and Metropolitan Life InsuranceCompany 70 2012 1 M Ch M • • • • • BenF.Johnson III FormerManagingPartner,Alston&Bird LLP 74 2009 — M M M • • DenisKessler Chairman andCEO,SCORSE 65 2002 2 M M M • • • • • SirNigelSheinwald FormerUnitedKingdomSeniorDiplomat 64 2015 1 M M M • • • G.RichardWagoner,Jr. FormerChairman andCEO,General MotorsCorporation 65 2013 1 M M M • • • • • PhoebeA.Wood FormerViceChairman andCFO, Brown-FormanCorporation 64 2010 3 Ch M M • • • • Key:A –Audit C –Compensation NCG –Nomination andCorporateGovernance M –Member Ch –Chairperson Committee memberships PROXY-BRO-1 03-18.indd 3 3/20/18 4:13PM Total of 05 pages in section Our strategicobjectives 2017Achievements (continued) Achieve strong investment performance (continued) – A number of our investment teamswere recognized by leadingfinancial publications and the industry, including one publication that named InvescoPerpetual “FundManager of theYear” for the third straight year. – Our InternationalGrowth team in theUS celebrated25 years of out-performance. The fund has consistently outperformed its benchmark100% of the time over all80 quarterlyfive-year rolling periods since inception. Be instrumental to our clients’ success – Continued to build our comprehensive range of active, passive and alternative capabilitieswhile strengthening our scale and relevance in key capabilities: – Completed the acquisition of a leading independent specialist provider of exchange-traded funds (ETFs) based in Europe; and – Announced our intention to acquireGuggenheim Investments’ ETF business,which includes 76 ETFs thatwill strengthen the depth, breadth and diversity of Invesco’s traditional and smart beta ETFs. – Continued to expand our InvescoSolutions team,which brings together the full capabilities of thefirm to provide outcomes that help clientsmeet their investment objectives. Harness the power of our global platform – Further expanded and enhanced our ability to help our advisor clients engagewith their clients and improve their investment experience through Jemstep, our advisor-focused technology solution.Announced partnershipswith a number of large enterprises using our Jemstep digital advice capability.Continued to drive savings through our business optimization program,which deliveredmore than$40million in annualized run-rate expense savings as of the end of2017. The savingswill be reinvested in initiatives that enhance our ability tomeet client needs and key growth initiatives for future years (e.g., factor-based investing, institutional and our expansion inChina). Perpetuate a high- performance organization – Further strengthenedour investment anddistribution teams throughnewhires andour efforts to attract,develop,motivate and retain thebest talent in the industry. – Conductedourbi-annual employeeopinion survey, inwhich Invesco’s employee engagement scoreshave exceededotherglobalfinancial servicesfirmnorms every survey since the inception of the survey in2006.Keydriversof Invesco’s employee engagement are (1) empowerment/ involvement, (2) ethics and valuesof thefirm and (3) thefirm’s strategy anddirection. 2 Performance-based equity Increased amount of equity subject to performance-vesting commencingwith equity awarded for2017. The committee has determined that50% of the combined value of all short- and long-term equity awards to our executive officerswill be performance-based.We believe this enhancement further strengthens the alignment of our executive officers’ compensationwith client and shareholder success. $10MillionCap onCEOCashBonus Placed a$10millionmaximum on theCEO’s cash bonus for2018. This cap is in addition to the previously established cap on theCEO’s total compensation of$25million,with actual pay expected to be below that level. Enhancements to our executive compensation program During2017,we again sought feedback on our executive compensation programs from our largest shareholders. The shareholderswho recently provided feedback did not voice anymaterial concerns and positively acknowledged enhancements made in2016. In response to shareholder feedback and the committee’s review, the committeemade the following enhancements to its executive compensation program: PROXY-BRO-1 03-18.indd 2 3/20/18 4:13PM 1 2017 Financial performance (year-over-year change) Annual adjusted operating income 1 Annual adjusted operatingmargin 1 Annual adjusted diluted EPS 1 Long-TermOrganic GrowthRate 2 $1.5 billion (+12.8%) 39.4% (+0.7 percentage points) $2.70 (+21.1%) 1.7% (-0.9 percentage points) 1The adjusted financialmeasures are allnon-GAAP financialmeasures.See the information inAppendixBof thisProxyStatement regardingNon-GAAP financialmeasures. 2Annualized long-termorganicgrowth rate is calculatedusing long-termnet flowsdividedbyopening long-termAUM for theperiod.Long-termAUM excludes institutionalmoney market andnon-management fee earningAUM. Our strategicobjectives 2017 achievements – a strong focus on delivering better outcomes to clients and strengthening our competitive position Achieve strong investment performance Percent of our activelymanaged assets in the top half of our peer group.SeeAppendixA for important disclosures regardingAUM ranking. 57% 1-Year 64% 3-Year 85% 5-Year 7 43% 36% 25% • Assets top half of peer group • Assets bottom half of peer group – Further strengthened our investment culture,which enabled us to deliver strong, long- term investment performance to our clients across the globe:64% and75% ofmeasured activelymanaged ranked assets in the top half of peer groups on a three- andfive-year basis, respectively. Proxy Statement Summary Our 2017 highlights Invesco continued to make progress against our multi-year strategic objectives (outlined below), which enabled us to deliver strong, long-term investment performance to clients, further advance our competitive position and deliver solid returns to shareholders. We achieved nine consecutive years of positive, long-term net flows and record adjusted diluted earnings-per-share. We also took advantage of opportunities in the market and further invested in our capabilities, our global platform and our people in ways that strengthened our business and further differentiated us in the marketplace to help ensure our long-term success. After a review of the company’s financial performance, our Compensation Committee determined that the company-wide incentive pool should be slightly increased for 2017. After reviewing key outcomes in the context of our multi- year strategic objectives and annual operating plan, the committee, as part of its rigorous and judicious executive compensation decision-making, determined that our chief executive officer’s total incentive compensation should be increased by approximately 2.5%. We continued to successfully execute our strategic objectives for the benefit of clients and shareholders We focus on four key multi-year strategic objectives set forth in the table below that are designed to maintain our focus on meeting client needs and strengthen our business over time for the benefit of shareholders. As described below, in 2017 we made significant progress against our strategic objectives and enhanced our ability to deliver strong outcomes to clients while further positioning the firm for long-term success. PROXY-BRO-1 03-18.indd 1 3/20/18 4:13PM J.M. SMUCKER COMPANY PROXYSUMMARY Director Nominees Thefollowingtableprovidessummaryinformationabouteachofourdirectornominees. BoardCommittees Name Age Director Since ProfessionalBackground AC ECC NGCR OtherPublic CompanyBoards KathrynW.Dindo* 69 1996 RetiredVicePresidentand ChiefRiskOfficer, FirstEnergyCorp. F ALLETE,Inc. PaulJ.Dolan* 59 2006 ChairmanandCEO, ClevelandIndians MSGNetworksInc. JayL.Henderson* 62 2016 RetiredViceChairman, ClientService, PricewaterhouseCoopersLLP F IllinoisToolsWorksInc. NorthernTrustCorp. ElizabethValkLong* 68 1997 FormerExecutiveVicePresident, TimeInc. EdgewellPersonal CareCo. GaryA.Oatey* 69 2003 ExecutiveChairman, OateyCo. KirkL.Perry* 51 2017 President,BrandSolutions, GoogleInc. e.l.f.Beauty,Inc. SandraPianalto* 63 2014 RetiredPresidentandCEO, FederalReserveBankof Cleveland F EatonCorporationplc PrudentialFinancialInc. FirstEnergyCorp. NancyLopezRussell* 61 2006 Founder, NancyLopezGolfCompany AlexShumate* 68 2009 ManagingPartner,NorthAmerica, SquirePattonBoggs(US)LLP CyrusOneInc. MarkT.Smucker 48 2009 PresidentandCEO, TheJ.M.SmuckerCompany RichardK.Smucker 70 1975 ExecutiveChairman, TheJ.M.SmuckerCompany TimothyP.Smucker 74 1973 ChairmanEmeritus, TheJ.M.SmuckerCompany DawnC.Willoughby* 49 2017 ExecutiveVicePresidentand ChiefOperatingOfficer, TheCloroxCompany * IndependentDirector Chair F FinancialExpert Member AC =AuditCommittee; ECC =ExecutiveCompensationCommittee; NGCR =Nominating,Governance,andCorporateResponsibilityCommittee 2 TheJ.M.SmuckerCompany 2018ProxyStatement Total of 04 pages in section PROXYSUMMARY Governance Highlights OurGovernancePhilosophy We place a strong focus on our governance practices and continually evaluate our practices, taking into c nsideration evolving expectations and the perspectives of our shareholders. We would like to share with you, our shareholders, our governance activitiesoverthispastyear,alongwithsomeofourkeygovernancepracticesandperspectives. TheMakeupofourBoard WeconsideronaregularbasistheskillsandexpertiseofourDirectors,alongwith our Board makeup, to ensure we have the right individuals to fulfill the Board’s responsibilities of strategic oversight, succession planning, compliance oversight, and risk management. We continually consider new Director candidates, and we utilize the assistance of an external search firm to identify new potential candidates. In developing our Director criteria, we considered feedback from interviews with our Board and management, input from key external advisors, and interviews with our investors conducted by an external third party. We decided to increase the size of our Board to accommodate the addition of two new Directors for fiscal year 2018 who brought strong expertise and insights in the areas of operations, marketing, digital media, sustainability, and consumer goods. We believethatitisimportanttomaintainthecontinuityofourBoardbyretaininglong- tenured Directors while also adding additional Directors who provide new insights and bring different expertise and experiences to the Board. Mark T. Smucker and his leadership team are highly qualified to execute our strategy and to continue our Company’s long history of generating attractive returns for our shareholders, and ourDirectorswillhelp tosupport these effortsandprovideguidance basedon their deep knowledge of our Company and its strategic vision, product categories, innovationplatforms,risks,andopportunities. We also believe that periodic rotations of our Directors are important. Since 2013, we have added four new Directors to our Board and had three individuals representing the sellers of Big Heart Pet Brands (“Big Heart”) serve as observers on our Board. We will continue to consider the appropriate timing for Director rotations to ensure we have the appropriate mix of skills based on our strategic goals and challenges, and to ensure we maintain a diverse Board in regard to expertise, age, gender, and ethnicity, because a strong, diverse Board provides differingperspectivesthatyieldbetterdecisions. To facilitate our Director succession planning, we rotated and appointed new Committee members and chairs for the Audit, Executive Compensation, and Nominating, Governance, and Corporate Responsibility Committees in August 2017. We are focused on orienting new Committee members appropriately for their roles, and we will continue to provide on-going education sessions for all our Directors. We also encourage ourDirectorstoattend atleastone external director educational session each year, and the Company provides reimbursement of expensesforsuchsessions. We consider the ratio between independent and non-independent Directors and will have 10 independent Directors and 3 non-independent Directors if our current Director nominees are elected. Since 2015, we have reduced the number of non-independent Directors from 5 members to 3 members. The 3 non-independent Directors are all Smucker family members, and we believe that including Smucker family members strengthens our Board because of their deep knowledge of the Company, their commitment to the Company and our Basic Beliefs of Quality , People , Ethics , Growth ,and Independence (our“ BasicBeliefs ”), their passion for ensuring continued growth for the Company bearing their namesake,andtheirvestedinterestinensuringshareholdervalue. BOARDSIZE 13 Directors Since2017 BOARDREFRESHMENT 4 new Directors Since2013 BOARDDIVERSITY 5 of 13 arewomen 2 of 13 areethnicallydiverse BOARDINDEPENDENCE 10 of 13 areindependent TheJ.M.SmuckerCompany 2018ProxyStatement 3 PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you shouldconsider. Pleasecarefullyread the entire proxy statement before voting. 2018 Annual Meeting of Shareholders Date andTime Place RecordDate Wednesday,August15, 2018 11:00 a.m. Eastern Time TheRitz-Carlton 1515West ThirdStreet Cleveland,Ohio 44113 Shareholdersof record at the closeof businesson June18, 2018 are e titledto vote at the annualmeeting. Voting Recommendations of the Board Proposal ProposalSummary FOR AGAINST Page 1 Electionof the Boardnomineesnamed inthis proxy statement with terms expiringat the 2019annualmeeting of shareholders 18 2 Ratificationof appointmentof Ernst & YoungLLPas the Company’s IndependentRegisteredPublicAccountingFirm for the 2019fiscalyear 35 3 Advisoryapprovalof the Company’sexecutivecompensation 36 Performance Highlights REVENUE ADJUSTED EARNINGS PER SHARE* FREE CASH FLOW* SHAREHOLDER RETURN FY13 FY18 $7.96 IN FY18 $357M IN FY18 Primarily Divide ds 5% 5-YEAR CAGR 6% 5-YEAR CAGR GENERATED $896M INFCFDURINGFY18 RETURNED $2.9B OVERTHEPAST5YEARS * For a description of how we calculate adjusted earnings per share and free cash flow, see Management’sDiscussion and Analysis in our 2018 Annual Report to Shareholders, which can be found on our website at www.jmsmucker.com/investor-relations. TheJ.M.SmuckerCompany 2018ProxyStatement 1