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 31, 2015, 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 2015, the annual dividend rate for Class A stock was $0.40 per share and the annual dividend rate for Class B stock was $0.36 per share. 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. On November 19, 2015, the Board of Directors increased the quarterly dividend previously declared on July 30, 2015, to $0.15 per share on our Class A stock and $0.135 per share on our Class B stock. The increased quarterly dividend is payable on December 15, 2015, to shareholders of record at the close of business on December 1, 2015. Also on November 19, 2015, the Board of Directors declared a quarterly dividend of $0.15 per share on our Class A stock and $0.135 per share on our Class B stock, payable on March 15, 2016, to shareholders of record at the close of business on March 1, 2016. We anticipate the remaining quarterly dividends in fiscal 2016 will be $0.15 and $0.135 per share of our Class A and Class B stock, respectively. Beginning in fiscal 2017, we anticipate to increase our annual dividends approximately $0.10 per year.

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 2015 and 2014 are represented in the table below.



	2015				2014
	High		Low		High		Low
First Quarter	$	43.37	$	37.02	$	34.38	$	27.33
Second Quarter	42.41		37.10		43.45		33.03
Third Quarter	45.10		37.24		44.24		34.90
Fourth Quarter	44.78		39.05		41.88		36.12

ISSUER PURCHASES OF EQUITY SECURITIES

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



Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Jun. 28, 2015 to Jul. 25, 2015	92,654		$	43.48	—		27,929,771
Jul. 26, 2015 to Aug. 29, 2015	3,265,564		41.92		3,173,112		24,756,659
Aug. 30, 2015 to Oct. 3, 2015	3,701,964		42.31		3,628,514		21,128,145
Total	7,060,182	(2)	$	42.14	6,801,626	(3)	21,128,145


(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.

(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 258,556 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 215,099 shares purchased in open market transactions and 43,457 shares withheld to cover required tax withholdings on the vesting of restricted stock.


(3)	These shares were 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 10/2/10		10/1/11		9/29/12		9/28/13		9/27/14		10/3/15
Tyson Foods, Inc.	$	100.00	$	107.73	$	100.29	$	181.53	$	241.50	$	286.76
S&P 500 Index	100.00		101.14		131.69		157.17		188.18		187.02
Previous Peer Group	100.00		106.42		125.22		155.13		178.46		213.97
Current Peer Group	100.00		102.25		120.48		146.77		169.42		186.09

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 2010, 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., Hillshire Brands (up to August 28, 2014), Hormel Foods Corp., Kellogg Co., Kraft Foods Group Inc. (up to July 2, 2015), McCormick & Co., Mondelez Interenational Inc., Pilgrim’s Pride Corporation, Sanderson Farms, Inc., 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., Hormel Foods Corp., Kellogg Co., McCormick & Co., Mondelez Interenational Inc., PepsiCo, Inc., Pilgrim's Pride Corporation, Sanderson Farms, Inc., The Hershey Company, and The J.M. Smucker Company. The differences between the current peer group and the previous peer group were the removal of Hillshire Brands and Kraft Foods Group Inc. because both ceased being publicly traded companies in fiscal 2014 and fiscal 2015, respectively, and the addition of PepsiCo, Inc. and The Hershey Company to more accurately reflect the Company’s peers in terms of industry standing. The graph compares the performance of the Company's Class A common stock with that of the S&P 500 Index and both peer groups, with the return of each company in the peer groups weighted on market capitalization.

The information in this "Performance Graph" section shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

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