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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i2200 West Don Tyson Parkway,
iSpringdale,
iArkansas
i72762-6999
(Address
of Principal Executive Offices)
(Zip Code)
i(479)i290-4000
(Registrant's telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
___________________________________
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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 Class
Trading Symbol
Name of Each Exchange on Which Registered
iClass
A Common Stock
Par Value
$i0.10
iTSN
iNew
York Stock Exchange
Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 i☐
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 Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07, at the
2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Tyson Foods, Inc. (the “Company”) held on February 9, 2023, the Company’s shareholders approved an amendment and restatement to the Company’s 2000 Stock Incentive Plan to increase the number of authorized shares available for issuance from 93,000,000 to 96,500,000. This amendment and restatement became effective February 9, 2023 upon shareholder approval and is further described under “Approval of the Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities
and Exchange Commission on December 21, 2022 (the “2023 Proxy Statement”), which description is incorporated herein by reference pursuant to General Instruction B.3 of Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, six proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the 2023 Proxy Statement. At the 2023 Annual Meeting, the Company’s shareholders:
1) elected John H. Tyson, Les R. Baledge, Mike Beebe, Maria Claudia Borras, David J. Bronczek, Mikel A. Durham, Donnie
King, Jonathan D. Mariner, Kevin M. McNamara, Cheryl S. Miller, Jeffrey K. Schomburger, Barbara A. Tyson and Noel White to serve as directors until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified;
2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending September 30, 2023;
3) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
4) approved, on a non-binding advisory
basis, holding the Company’s advisory vote on the compensation of its named executive officers every three years;
5) approved an amendment and restatement of the Company’s 2000 Stock Incentive Plan to increase the number of authorized shares from 93,000,000 to 96,500,000; and
6) did not approve a shareholder proposal requesting that the Company’s Board of Directors institute a policy that the Company comply with World Health Organization guidelines on use of medically important antimicrobials in food-producing animals.
Set
forth below are the voting results for each matter submitted to a vote (certain numbers in tables may not total due to rounding):
1.Election of directors:
Directors
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
John H Tyson
844,638,234
70,615,919
418,259
26,249,763
Les
R. Baledge
819,705,169
95,557,984
409,259
26,249,763
Mike Beebe
852,371,768
62,899,295
401,349
26,249,763
Maria Claudia Borras
910,321,463
4,955,110
395,839
26,249,763
David
J. Bronczek
852,205,838
63,046,404
420,170
26,249,763
Mikel A. Durham
881,907,283
33,367,911
397,218
26,249,763
Donnie King
909,935,520
5,346,113
390,779
26,249,763
Jonathan
D. Mariner
908,522,724
6,732,684
417,004
26,249,763
Kevin M. McNamara
896,959,793
18,295,388
417,231
26,249,763
Cheryl S. Miller
900,119,372
15,146,046
406,994
26,249,763
Jeffery
K. Schomburger
910,311,463
4,942,060
418,889
26,249,763
Barbara A. Tyson
849,604,218
65,683,743
384,451
26,249,763
Noel White
898,792,643
16,476,850
402,919
26,249,763
2.Ratification
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending September 30, 2023:
Votes For
937,676,304
Votes Against
3,842,548
Votes Abstained
403,323
2
3.Approval,
by non-binding advisory vote, of the compensation of the Company’s named executive officers:
Votes For
901,514,693
Votes Against
13,580,052
Votes Abstained
577,667
Broker Non-Votes
26,249,763
4.Frequency
of future non-binding shareholder advisory votes on executive compensation:
One Year
195,669,260
Two Years
328,948
Three Years
719,096,260
Votes Abstained
577,944
Consistent with the recommendation of the Board of Directors,
a majority of the votes cast by shareholders voted to hold future advisory votes on executive compensation every three years. In light of the foregoing, the Company currently intends to hold future advisory votes on executive compensation every three years. The next required vote on the frequency of future advisory votes on executive compensation is scheduled to occur at the Company’s 2029 Annual Meeting of Shareholders.
5.Approval of an amendment and restatement of the Company’s 2000 Stock Incentive Plan to increase the number of authorized shares from 93,000,000 to 96,500,000:
Votes
For
903,735,931
Votes Against
11,426,773
Votes Abstained
509,708
Broker Non-Votes
26,249,763
6.Shareholder proposal requesting that the Company’s Board of Directors institute a policy that the Company comply with World Health Organization guidelines
on use of medically important antimicrobials in food-producing animals:
Votes For
41,970,565
Votes Against
872,526,753
Votes Abstained
1,175,094
Broker Non-Votes
26,249,763
3
SIGNATURE
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.
