Form 8-K - Current report

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): June 10, 2024

TYSON FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-14704

71-0225165

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(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 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):

☐ 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 10, 2024, the Board of Directors (the “Board”) of Tyson Foods, Inc. (the “Company”) increased the size of the Board from fourteen to fifteen directors, and appointed Maria N. Martinez as a member of the Board. Ms. Martinez will serve on the Board’s Governance and Nominating Committee and the Strategy and Acquisitions Committee.

There is no arrangement or understanding pursuant to which Ms. Martinez was appointed as director, and she is not a party to any transactions required to be reported under Item 404(a) of Regulation S-K. Ms. Martinez will receive compensation in accordance with the Company’s current director compensation policy.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Ms. Martinez’s appointment to the Board is furnished as Exhibit 99.1.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits


Exhibit Number			Description
99.1			Press release, dated June 1 2 , 2024
104			Cover Page Interactive Data File formatted in iXBRL.

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: June 12, 2024	By:	/s/ John R. Tyson

	Name:	John R. Tyson
	Title:	Executive Vice President and Chief Financial Officer

Former Cisco Systems Technology Executive Appointed to Tyson Foods Board of Directors

SPRINGDALE, Ark. – June 12, 2024 – Tyson Foods, Inc. (NYSE: TSN) today announced the appointment of Maria N. Martinez as a new independent director, effective June 10.

Martinez most recently served as Executive Vice President and Chief Operating Officer at Cisco Systems from 2021 until 2024 and previously held the role of Chief Customer Experience Officer. Prior to Cisco Systems, Martinez held executive positions at leading technology companies including Salesforce, Microsoft, Motorola and AT&T’s Bell Labs.

With extensive experience in operations and digital transformation, Martinez currently serves on the board of directors of McKesson, Computer History Museum and the Silicon Valley Education Foundation. She also serves as an advisor on the President’s National Security Telecommunications Advisory Committee. She graduated with a bachelor’s degree in electrical engineering from the University of Puerto Rico and a master’s degree in computer engineering from Ohio State University.

“Maria is a proven business leader in the technology industry who will help Tyson Foods expedite our data and digital initiatives,” said Chairman John H. Tyson. “We are pleased to welcome her to the board and look forward to the significant insights and experiences she will bring to the company.”

“I was drawn to Tyson Foods as a purpose-driven, world-class food company. I look forward to bringing my perspective to the board’s work as the company continues to execute its digital strategy to grow its business sustainably and create value for shareholders, customers, team members and communities,” said Martinez.

The appointment of Martinez increases the number of directors on the Tyson Foods board to 15, with 11 independent directors. She will serve on the Governance and Nominating Committee and the Strategy and Acquisitions Committee.

In addition to Chairman John H. Tyson and Martinez, others currently serving on the Tyson Foods board of directors are 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, Kate B. Quinn, Jeffrey K. Schomburger, Barbara A. Tyson and Noel White.

###

About Tyson Foods, Inc.

Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 139,000 team members as of September 30, 2023. Visit www.tysonfoods.com.

Media Contact: MaKenzie Williams | makenzie.williams@tyson.com | 479-290-3205

Cover	Jun. 10, 2024 $ / shares
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	TYSON FOODS, INC.
City Area Code	(479)
Local Phone Number	290-4000
Entity Central Index Key	0000100493
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2200 West Don Tyson Parkway,
Entity Address, City or Town	Springdale,
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72762-6999
Title of 12(b) Security	Class A Common Stock
Entity Listing, Par Value Per Share	$ 0.10
Trading Symbol	TSN
Security Exchange Name	NYSE
Entity File Number	001-14704
Entity Tax Identification Number	71-0225165
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false