Current Report Filing (8-k)

Date : 02/12/2020 @ 9:19PM
Source : Edgar (US Regulatory)
Stock : Tyson Foods (TSN)
Quote : 58.9  1.53 (2.67%) @ 8:34PM

Current Report Filing (8-k)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 6, 2020
TYSON FOODS, INC.
(Exact name of Registrant as specified in its charter)

001-14704
(Commission File Number)
Delaware
 
 
71-0225165
(State or other jurisdiction of incorporation or organization)
 
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
2200 West Don Tyson Parkway,
Springdale,
Arkansas

 
72762-6999
(Address of Principal Executive Offices)
 
 
(Zip Code)

(479) 290-4000
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if applicable)
___________________________________
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
Class A Common Stock
Par Value
$0.10
TSN
New 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

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Company’s board of directors (the “Board”) adopted the Sixth Amended and Restated By-Laws of Tyson Foods, Inc. (the “Amended By-Laws”), effective February 6, 2020. The following is a summary of the provisions changed by adoption of the Amended Bylaws, which is qualified in its entirety by reference to the Amended Bylaws filed as Exhibit 3.1 hereto:
(i)
The Board may appoint one or more Vice Chairmen to have such duties and responsibilities as the Board may determine from time to time;
(ii)
The Chairman shall be a member of the Board’s Executive Committee;
(iii)
The Chairman shall be a member of the proxy committee at any meeting of the Company’s stockholders which votes any proxies received in the name of and on behalf of the stockholders;
(iv)
The Chief Executive Officer’s appointment and removal powers are commensurate with those of the President;
(v)
The Chief Executive Officer, if such officer is a director, is not empowered (1) to preside at Board and stockholder meetings during the absence or disability of the Chairman and (2) exercise all the powers and discharge all the duties of the President during the absence or disability of the President;
(vi)
Electronic signatures and notification methods may be permitted in certain instances; and
(vii)
Stylistic updates have been incorporated.

Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of Tyson Foods, Inc. (the “Company”) was held on February 6, 2020. Matters voted on by shareholders included (i) the election of directors to the Company’s board of directors, (ii) ratification of the Company’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2020, (iii) a non-binding, advisory vote to approve the Company’s named executive officers’ compensation, (iv) a shareholder proposal to request a report disclosing the Company’s policy and procedures, expenditures, oversight, and other activities related to lobbying and grassroots lobbying communications and the Company’s membership in certain tax-exempt organizations (“Proposal 1”), (v) a shareholder proposal to request a report disclosing the Company’s human rights due diligence process (“Proposal 2”), and (vi) a shareholder proposal to adopt a policy requiring senior executives to retain at 25% of net after-tax shares awarded (“Proposal 3”). A shareholder proposal to request a report on deforestation impacts from the Company’s supply chain was withdrawn prior to the meeting. The results of the shareholders’ votes are reported below.

(i)
Election of directors:
Directors
Votes For

Votes Against

Votes Abstained

Broker Non-Votes

John Tyson
924,094,416

6,950,656

106,051

22,279,663

Gaurdie E. Banister Jr.
900,585,375

30,429,164

136,584

22,279,663

Dean Banks
925,331,958

5,699,564

119,601

22,279,663

Mike Beebe
898,933,056

32,091,329

126,738

22,279,663

Mikel A. Durham
899,416,838

31,604,623

129,662

22,279,663

Jonathan Mariner
930,679,030

339,468

132,625

22,279,663

Kevin M. McNamara
922,588,880

8,435,324

126,919

22,279,663

Cheryl S. Miller
929,657,878

1,380,060

113,185

22,279,663

Jeffrey K. Schomburger
929,220,241

1,801,824

129,058

22,279,663

Robert Thurber
894,468,058

36,556,455

126,610

22,279,663

Barbara A. Tyson
783,831,450

147,205,395

114,278

22,279,663

Noel White
927,389,424

3,647,461

114,238

22,279,663


(ii)
Ratification of the Company’s independent registered public accounting firm:
Votes For
949,997,035

Votes Against
3,288,695

Votes Abstained
145,056




2


(iii)
Non-binding, advisory approval of the Company’s named executive officers’ compensation:
Votes For
913,043,596

Votes Against
17,610,929

Votes Abstained
496,598

Broker Non-Votes
22,279,663


(iv)
Proposal 1:
Votes For
136,313,744

Votes Against
794,001,208 

Votes Abstained
836,171

Broker Non-Votes
22,279,663


(v)
Proposal 2:
Votes For
135,654,900

Votes Against
794,222,731

Votes Abstained
1,273,492

Broker Non-Votes
22,279,663



(vi)
Proposal 3:
Votes For
62,754,889

Votes Against
867,952,861

Votes Abstained
443,373

Broker Non-Votes
22,279,663


Item 8.01. Other Events

Effective February 6, 2020, the Board of Directors appointed Kevin McNamara as Vice Chairman of the Board. The Vice Chairman’s duties include:
(i)
Taking on additional duties and responsibilities to assist the chairman with board matters;
(ii)
Supporting the executive team on company matters; and
(iii)
Focusing on key strategic initiatives.
In connection with Mr. McNamara’s appointment, the Board’s Compensation and Leadership Development Committee also approved the compensation for Mr. McNamara to include, in addition to his existing compensation as a director and lead independent director, an annual retainer of $125,000 and an annual grant of deferred Class A Common Stock equal to $110,000 valued as of the grant date.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit
Number
Description
3.1
104
Cover Page Interactive Data File formatted in iXBRL

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.

 
 
TYSON FOODS, INC.
 
 
 
 
Date: February 12, 2019
 
By:
/s/ R. Read Hudson
 
 
 
 
 
 
Name:
R. Read Hudson
 
 
Title:
Senior Vice President, Associate General Counsel and Secretary
 
 
 
 


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