Smithfield Foods Inc 8-K, filed Jun 5, 2025
Smithfield Foods Inc (SFD)
8-K
2025-06-05
For: 2025-06-05
View Original
Added on
April 06, 2026
About this 8-K
Smithfield Foods Inc filed this 8-K on June 5, 2025.
Items reported
- Item 5.07: Shareholder vote results
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): June 05, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (757 ) 365-3000
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
Smithfield Foods, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders on June 3, 2025 (the “2025 Annual Meeting”). The final voting results of the matters presented at the 2025 Annual Meeting are set forth below.
For more information on the following proposals, see the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 18, 2025 (the “2025 Proxy Statement”).
1. Proposal 1 - Election of Directors.
Shareholders elected all three director nominees named in the 2025 Proxy Statement to the Company’s Board of Directors to serve until the Company’s 2028 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.
Director Nominee | For | Withheld | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||
C. Shane Smith | 376,948,698 | 9,861,689 | 2,172,603 | ||||||||||||||||||||||||||||||||||||||||||||
Xiaoming Zhou | 377,567,115 | 9,243,272 | 2,172,603 | ||||||||||||||||||||||||||||||||||||||||||||
John A. Quelch | 385,705,748 | 1,104,639 | 2,172,603 | ||||||||||||||||||||||||||||||||||||||||||||
2. Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.
Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025.
For | Against | Abstain | |||||||||||||||||||||||||||||||||
388,809,335 | 76,941 | 96,714 | |||||||||||||||||||||||||||||||||
3. Proposal 3 - Advisory Vote on Approval of the Compensation of the Named Executive Officers.
Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2024.
For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||
386,512,373 | 195,389 | 102,625 | 2,172,603 | ||||||||||||||||||||||||||||||||||||||||||||
4. Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation.
Shareholders approved, on a non-binding advisory basis, every one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.
1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
386,695,046 | 1,806 | 10,502 | 103,033 | 2,172,603 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company is required to provide shareholders with the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers at least once every six calendar years. In light of the vote at the Annual Meeting, the Company has determined that it will hold an annual advisory vote on the compensation of the Company’s named
executive officers until the next required advisory vote on the frequency of such vote, which will occur no later than the Company’s Annual Meeting of Shareholders in 2031.
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.
| SMITHFIELD FOODS, INC. | ||||||||
| Date: June 5, 2025 | By: | /s/ Mark L. Hall | ||||||
| Mark L. Hall | ||||||||
| Chief Financial Officer | ||||||||