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8-KThe WireRoutine

Shareholder Vote

Filed Feb 12, 2024 · 2y ago · Accession 0000100493-24-000021

Plain English

Material event — a significant development the company must disclose promptly.

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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 8, 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 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 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting, six proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the 2024 Proxy Statement. At the 2024 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, Kate B. Quinn, 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 28, 2024; 3) did not approve a shareholder proposal requesting that the Company conduct an evaluation and issue a report on how its lobbying aligns with the Company's science-based targets and long term net zero ambitions; 4) did not approve a shareholder proposal requesting that the Company commission an independent third-party audit assessing the effectiveness of the Company's policies and practices in preventing illegal child labor; 5) did not approve a shareholder proposal requesting that the Company accelerate its efforts to eliminate deforestation from its supply chains; 6) did not approve a shareholder proposal requesting that the Company issue a report describing opportunities to support a circular economy for packaging; 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 842,417,963  69,736,841  257,095  28,595,761  Les R. Baledge 821,037,961  91,080,647  293,291  28,595,761  Mike Beebe 846,178,182  65,972,185  261,532  28,595,761  Maria Claudia Borras 875,085,768  36,357,970  968,161  28,595,761  David J. Bronczek 809,006,267  103,113,207  292,425  28,595,761  Mikel A. Durham 880,208,540  31,210,088  993,271  28,595,761  Donnie King 905,561,498  5,879,724  970,677  28,595,761  Jonathan D. Mariner 906,046,926  5,375,882  989,091  28,595,761  Kevin M. McNamara 886,609,014  24,814,071  988,814  28,595,761  Cheryl S. Miller 872,688,950  38,741,819  981,130  28,595,761  Kate B. Quinn 909,089,070  3,052,596  270,233  28,595,761  Jeffrey K. Schomburger 875,122,453  36,295,738  993,708  28,595,761  Barbara A. Tyson 851,319,030  60,802,715  290,154  28,595,761  Noel White 897,533,963  14,641,530  236,406  28,595,761  2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending September 28, 2024: Votes For 935,431,529  Votes Against 3,869,486  Votes Abstained 1,706,645  2 3. Shareholder proposal requesting that the Company conduct an evaluation and issue a report on how its lobbying aligns with the Company's science-based targets and long term net zero ambitions: Votes For 92,898,893  Votes Against 818,159,418  Votes Abstained 1,353,588  Broker Non-Votes 28,595,761  4. Shareholder proposal requesting that the Company commission an independent third-party audit assessing the effectiveness of the Company's policies and practices in preventing illegal child labor: Votes For 110,448,856  Votes Against 800,776,590  Votes Abstained 1,186,453  Broker Non-Votes 28,595,761  5. Shareholder proposal requesting that the Company accelerate its efforts to eliminate deforestation from its supply chains: Votes For 30,020,128  Votes Against 877,967,888  Votes Abstained 4,423,883  Broker Non-Votes 28,595,761  6. Shareholder proposal requesting that the Company issue a report describing opportunities to support a circular economy for packaging. Votes For 36,232,693  Votes Against 874,717,839  Votes Abstained 1,461,367  Broker Non-Votes 28,595,761  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, 2024 By: /s/ John R. Tyson Name: John R. Tyson Title: Executive Vice President and Chief Financial Officer 4
Filing details
Ticker
TSN
CIK
100493
Form type
8-K
Filing date
Feb 12, 2024
Report date
Feb 8, 2024
Document
tsn-20240208.htm
Size
197 KB