Bylaw Amendment · Shareholder Vote

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 Sixth Amended and Restated By-Laws of the Company 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         4