8-K
HORMEL FOODS CORP /DE/ (HRL)
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): March 20, 2025
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-2402 | 41-0319970 |
|---|---|---|
| (State or Other Jurisdiction of<br>Incorporation) | (Commission File<br>Number) | (IRS Employer Identification Number) |
| 1 Hormel Place, Austin, Minnesota | 55912-3680 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(507) 437-5611
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:
☐ 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 |
|---|---|---|
| Common Stock $0.01465 par value | HRL | New York Stock Exchange |
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. ☐
Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 20, 2025, the Board of Directors (the Board) of Hormel Foods Corporation (the Company) elected Jeffrey Ettinger to the Board, effective March 21, 2025. Mr. Ettinger joins the Board’s Governance Committee and ad hoc CEO Search Committee effective as of the same date.
Mr. Ettinger will receive the same compensation as other non-employee directors, as set forth under “Compensation of Directors” in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on December 18, 2024.
Section 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On March 20, 2025, the Company issued a press release announcing Mr. Ettinger’s election to the Board. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99 | Press release issued March 20, 2025. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
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.
| HORMEL FOODS CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated: March 20, 2025 | By: | /s/ PAUL R. KUEHNEMAN |
| PAUL R. KUEHNEMAN | ||
| Vice President and Controller | ||
| Principal Accounting Officer |
3
Document
FOR IMMEDIATE RELEASE
Contact: Media Relations
Hormel Foods
media@hormel.com
Hormel Foods Appoints Jeff Ettinger to Board of Directors
AUSTIN, Minn., (March 20, 2025) — Hormel Foods Corporation (NYSE: HRL), a Fortune 500 global branded food company, announced today that Jeffrey M. Ettinger, chairman of The Hormel Foundation, has been re-appointed to the Hormel Foods Board of Directors, effective March 21, 2025. The Hormel Foundation, an unaffiliated non-profit organization with a charitable mission, beneficially owns approximately 46% of Hormel Foods outstanding common stock. Ettinger previously served on the Hormel Foods Board of Directors and spent nearly three decades with the company, retiring in 2016 after a successful tenure as president and chief executive officer.
"We are happy to welcome Jeff Ettinger back to the Hormel Foods Board of Directors,” said Bill Newlands, chairman of the Hormel Foods board. “During his tenure with the company and as chairman for our largest shareholder, Jeff has demonstrated a steadfast commitment to supporting Hormel Foods, our shareholders, and our hometown of Austin, Minnesota.” He continued, “We are proud to continue to evolve and deepen our relationship with The Hormel Foundation, which was established more than 80 years ago by company founders George A. Hormel and his son Jay, to support the vibrancy and success of Hormel Foods for generations to come.”
“Returning to the Hormel Foods Board of Directors is a privilege and honor,” Ettinger said. “I look forward to representing The Hormel Foundation and all shareholders while working with the board and management to help shape the next chapter of growth for Hormel Foods, rooted in our Austin, Minnesota, community.”
Ettinger will join the board’s Governance Committee and CEO Search Committee.
About Jeff Ettinger
Ettinger currently is chairman of The Hormel Foundation, one of Minnesota’s largest community foundations and grant makers. In this role, Ettinger oversees the distribution of millions of dollars in charitable donations to organizations in and around Austin, Minnesota, enhancing the quality of life in the community. Ettinger served as the interim president of the University of Minnesota from 2023 to 2024. Previously, he was president and chief executive officer of Hormel Foods from 2005 to 2016. He became Hormel Foods’ chief executive officer after serving in roles including corporate attorney, treasurer, and president of Jennie-O Turkey Store, Inc.
Ettinger is also an experienced independent public company director, previously serving on the boards of The Toro Company and Ecolab Inc., including serving as Ecolab’s lead director for nearly six years.
Ettinger holds a Bachelor of Arts degree and a Juris Doctor from the University of California, Los Angeles.
About Hormel Foods – Inspired People. Inspired Food.™
Hormel Foods Corporation, based in Austin, Minnesota, is a global branded food company with approximately $12 billion in annual revenue across more than 80 countries worldwide. Its brands include PLANTERS®, SKIPPY®, SPAM®, HORMEL® NATURAL CHOICE®, APPLEGATE®, JUSTIN’S®, WHOLLY®, HORMEL® BLACK LABEL®, COLUMBUS®, JENNIE-O® and more than 30 other beloved
brands. The company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named one of the best companies to work for by U.S. News & World Report, one of America’s most responsible companies by Newsweek, recognized by TIME magazine as one of the World’s Best Companies and has received numerous other awards and accolades for its corporate responsibility and community service efforts. The company lives by its purpose statement — Inspired People. Inspired Food.™ — to bring some of the world’s most trusted and iconic brands to tables across the globe. For more information, visit hormelfoods.com.