Tyson Foods 8-K 2024-02-08

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)

(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:

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:

2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending September 28, 2024:

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:

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:

5.Shareholder proposal requesting that the Company accelerate its efforts to eliminate deforestation from its supply chains:

6.Shareholder proposal requesting that the Company issue a report describing opportunities to support a circular economy for packaging.

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.