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 | |
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 | |