Current Report — Form 8-K Filing Table of Contents
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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
i1770 Promontory Circle
i80634-9038
iGreeley
iCO
(Zip
Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (i970) i506-8000
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of Exchange on Which Registered
iCommon
Stock, Par Value $0.01
iPPC
iThe Nasdaq Stock Market LLC
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:
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))
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. ☐
On April
28, 2021, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (“Amended Certificate”) reflecting a change to Article Five, Section 5.2(b). Article Five of the Company’s Certificate of Incorporation provides for a specified number of JBS Directors and Equity Directors, based upon the percentage ownership of JBS in the Company. In particular, the Certificate of Incorporation provides that the JBS Stockholder will have seven (7) directors if it owns at least 80% of our issued and outstanding
Common Stock and eight (8) directors if it owns at least 90% of our issued and outstanding Common Stock. Under the filed amendment, the JBS Nominating Committee may choose to maintain only six (6) JBS Directors on the Board (rather than seven (7) or eight (8), respectively) if it beneficially owns at least 80% of our issued and outstanding Common Stock, in which case there would be three (3) Equity Directors (rather than two (2) Equity Directors or one (1) Equity Director, respectively). The Amended Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2021, Pilgrim’s Pride Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:
1.The election of six JBS Directors to the Board of Directors.
2.The election of three Equity Directors to the Board of Directors.
3.A stockholder advisory vote on executive compensation.
4.The ratification of the appointment
of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 26, 2021.
6.A vote on a stockholder proposal to provide a report regarding the reduction of water pollution.
7.A vote on a stockholder proposal to integrate ESG metrics into executive compensation.
Board of Director Election Results
The stockholders of the
Company elected all of the Company’s nine nominees for director at the Annual Meeting pursuant to the following votes:
Name
For
Withheld
Broker Non-Votes
Gilberto
Tomazoni
212,847,246
17,475,398
5,570,361
Wallim Cruz De Vasconcellos Junior
229,229,385
1,093,259
5,570,361
Vincent Trius
212,884,238
17,438,406
5,570,361
Andre
Nogueira de Souza
212,945,468
17,377,176
5,570,361
Farha Aslam
229,764,277
558,367
5,570,361
Joanita Karoleski
228,109,297
2,213,347
5,570,361
Michael
L. Cooper
228,999,808
1,322,686
5,570,361
Arquimedes A. Celis
229,738,667
583,676
5,570,361
Ajay Menon
229,957,778
364,716
5,570,361
Say
on Pay Results
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, including the compensation discussion and analysis, compensation tables and narrative discussion.
For
Against
Abstain
Broker
Non-Votes
227,202,266
2,958,453
162,075
5,570,361
Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm Results
The appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 26, 2021 was ratified at the Annual Meeting. The votes were
cast as follows:
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.
