Executive Change · 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 9, 2023 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 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 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  2 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  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 13, 2023 By: /s/ John R. Tyson Name: John R. Tyson Title: Executive Vice President and Chief Financial Officer 4