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8-KThe WireRoutine

Shareholder Vote

Filed Feb 9, 2026 · 4mo ago · Accession 0000100493-26-000011

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 5, 2026 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 5.07 Submission of Matters to a Vote of Security Holders. At the 2026 Annual Meeting, seven proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Proxy Statement filed December 17, 2025. At the 2026 Annual Meeting, the Company’s shareholders: 1) elected John H. Tyson, Les R. Baledge, Mike Beebe, Sarah Bond, Maria Claudia Borras, David J. Bronczek, Donnie King, Maria N. Martinez, Cheryl S. Miller, Kate B. Quinn, Jeffrey K. Schomburger, Barbara A. Tyson, John R. Tyson, Olivia L. 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 registered public accounting firm for the fiscal year ending October 3, 2026; 3) approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan; 4) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; 5) did not approve a shareholder proposal regarding disclosure of voting results based on class of shares; 6) did not approve a shareholder proposal regarding a report on environmental and human health impacts from waste lagoons; 7) did not approve a shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations. 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 874,364,492  46,599,079  214,787  27,064,015  Les R. Baledge 873,508,339  46,191,701  1,478,318  27,064,015  Mike Beebe 867,840,768  53,116,972  220,618  27,064,015  Sarah Bond 915,455,574  5,502,292  220,492  27,064,015  Maria Claudia Borras 868,655,150  52,302,343  220,865  27,064,015  David J. Bronczek 828,434,418  92,516,778  227,162  27,064,015  Donnie King 911,865,873  9,103,953  208,532  27,064,015  Maria N. Martinez 869,822,677  51,130,089  225,592  27,064,015  Cheryl S. Miller 843,776,769  77,172,276  229,313  27,064,015  Kate B. Quinn 911,595,763  9,353,445  229,150  27,064,015  Jeffrey K. Schomburger 898,123,269  21,568,231  1,486,858  27,064,015  Barbara A. Tyson 876,410,180  44,553,656  214,522  27,064,015  John R. Tyson 874,321,577  46,617,204  239,577  27,064,015  Olivia L. Tyson 844,181,481  76,781,986  214,891  27,064,015  Noel White 898,573,967  22,386,555  217,836  27,064,015  2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026: Votes For 943,258,530  Votes Against 3,448,667  Votes Abstained 1,535,176  3. Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan: Votes For 845,056,479 Votes Against 75,720,226  Votes Abstained 401,653  Broker Non-Votes 27,064,015  2 4. Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers: Votes For 757,601,824 Votes Against 163,240,218  Votes Abstained 336,316  Broker Non-Votes 27,064,015  5. Shareholder proposal regarding disclosure of voting results based on class of shares: Votes For 133,051,698 Votes Against 787,654,285  Votes Abstained 472,375  Broker Non-Votes 27,064,015  6. Shareholder proposal regarding a report on environmental and human health impacts from waste lagoons: Votes For 23,451,579 Votes Against 896,423,218  Votes Abstained 1,303,561  Broker Non-Votes 27,064,015  7. Shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations: Votes For 24,679,761 Votes Against 895,548,135  Votes Abstained 950,462  Broker Non-Votes 27,064,015  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 9, 2026 By: /s/ Curt T. Calaway Name: Curt T. Calaway Title: Chief Financial Officer 4
Filing details
Ticker
TSN
CIK
100493
Form type
8-K
Filing date
Feb 9, 2026
Report date
Feb 5, 2026
Document
tsn-20260205.htm
Size
190 KB