A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

8K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have issued and outstanding two classes of capital stock, Class A stock and Class B stock. Holders of Class B stock may convert such stock into Class A stock on a share-for-share basis. Holders of Class B stock are entitled to 10 votes per share and holders of Class A stock are entitled to one vote per share on matters submitted to shareholders for approval. As of October 25, 2014, there were approximately 24,000 holders of record of our Class A stock and seven holders of record of our Class B stock, excluding holders in the security position listings held by nominees.

DIVIDENDS

Cash dividends cannot be paid to holders of Class B stock unless they are simultaneously paid to holders of Class A stock. The per share amount of the cash dividend paid to holders of Class B stock cannot exceed 90% of the cash dividend simultaneously paid to holders of Class A stock. We have paid uninterrupted quarterly dividends on common stock each year since 1977. In fiscal 2014, the annual dividend rate for Class A stock was $0.30 per share and the annual dividend rate for Class B stock was $0.27 per share. In fiscal 2013, the annual dividend rate for Class A stock was $0.20 per share and the annual dividend rate for Class B stock was $0.18 per share. On November 13, 2014, the Board of Directors increased the quarterly dividend previously declared on July 30, 2014, to $0.10 per share on our Class A stock and $0.09 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2014, to shareholders of record at the close of business on December 1, 2014.

MARKET INFORMATION

Our Class A stock is traded on the New York Stock Exchange under the symbol “TSN.” No public trading market currently exists for our Class B stock. The high and low sales prices of our Class A stock for each quarter of fiscal 2014 and 2013 are represented in the table below.

20142013
HighLowHighLow
First Quarter$34.38$27.33$19.91$15.93
Second Quarter43.4533.0324.8519.08
Third Quarter44.2434.9026.0022.47
Fourth Quarter41.8836.1232.4025.69

ISSUER PURCHASES OF EQUITY SECURITIES

The table below provides information regarding our purchases of Class A stock during the periods indicated.

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Jun. 29, 2014 to Jul. 26, 201481,199$39.01—32,054,771
Jul. 27, 2014 to Aug. 30, 2014107,37738.41—32,054,771
Aug. 31, 2014 to Sept. 27, 201440,85938.35—32,054,771
Total229,435(2)$38.61—(3)32,054,771
(1)On February 7, 2003, we announced our Board of Directors approved a program to repurchase up to 25 million shares of Class A stock from time to time in open market or privately negotiated transactions. On May 3, 2012, our Board of Directors approved an increase of 35 million shares authorized for repurchase under this program. On January 30, 2014, our Board of Directors approved an increase of 25 million shares authorized for repurchase under this program. The program has no fixed or scheduled termination date.
(2)We purchased 229,435 shares during the period that were not made pursuant to our previously announced stock repurchase program, but were purchased to fund certain Company obligations under our equity compensation plans. These transactions included 176,258 shares purchased in open market transactions and 53,177 shares withheld to cover required tax withholdings on the vesting of restricted stock.
(3)There were no shares purchased during the period pursuant to our previously announced stock repurchase program.

PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total returns for our Class A stock, the Standard & Poor’s (S&P) 500 Index and a group of peer companies described below.

Fiscal Years Ending
Base Period 10/3/0910/2/1010/1/119/29/129/28/139/27/14
Tyson Foods, Inc.$100.00$133.34$143.66$133.73$242.06$322.02
S&P 500 Index100.00110.16111.42145.07173.13207.30
Previous Peer Group100.00114.42120.23136.08150.45169.01
Current Peer Group100.00115.87123.31145.13179.48200.67

The total cumulative return on investment (change in the year-end stock price plus reinvested dividends), which is based on the stock price or composite index at the end of fiscal 2009, is presented for each of the periods for the Company, the S&P 500 Index, the previous peer group and the current peer group. The previous peer group included: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods Company, General Mills, Inc., H.J. Heinz Co. (up to June 7, 2013), Hillshire Brands (beginning on June 28, 2012), Hormel Foods Corp., Kellogg Co., Kraft Foods Group Inc., McCormick & Co., Pilgrim’s Pride Corporation, Sanderson Farms, Inc., Smithfield Foods, Inc. (up to September 26, 2013) and The J.M. Smucker Company. The current peer group includes: Archer-Daniels-Midland Company, Bunge Limited, Campbell Soup Company, ConAgra Foods, Inc., Dean Foods Company, General Mills, Inc., Hillshire Brands (up to August 28, 2014), Hormel Foods Corp., Kellogg Co., Kraft Foods Group Inc., McCormick & Co., Mondelez Interenational Inc., Pilgrim's Pride Corporation, Sanderson Farms, Inc., and The J.M. Smucker Company. Hillshire Brands was removed from the current peer group at the time its shares ceased public trading. The differences between the current peer group and the previous peer group were the removal of H.J. Heinz Co. and Smithfield Foods, Inc. because both ceased being publicly traded companies in fiscal 2014, and the addition of Mondelez International, Inc. (formerly Kraft Foods, Inc.) to more accurately reflect the Company’s peers in terms of industry standing. The graph compares the performance of the Company with that of the S&P 500 Index and both peer groups, with the investment weighted on market capitalization.

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 6. SELECTED FINANCIAL DATA