Tyson Foods, Inc 8-K, filed Feb 14, 2022
Tyson Foods, Inc. (TSN)
8-K
2022-02-14
For: 2022-02-08
View Original
Added on
April 12, 2026
About this 8-K
Tyson Foods, Inc filed this 8-K on February 14, 2022, reporting on events of February 8, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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, 2022
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||||||||
(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):
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Par Value | $ | |||||||||||||
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 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Tyson Foods, Inc. (the “Company”) held virtually on February 10, 2022, three proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on December 22, 2021 (the “2022 Proxy Statement”). At the 2022 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, 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 October 1, 2022; and
3) did not approve a shareholder proposal requesting a report on sustainable packaging efforts.
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:
| Directors | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| John H Tyson | 901,712,037 | 19,376,628 | 129,956 | 23,203,329 | ||||||||||
| Les R. Baledge | 868,323,391 | 52,384,025 | 511,205 | 23,203,329 | ||||||||||
| Mike Beebe | 874,977,872 | 45,733,055 | 507,694 | 23,203,329 | ||||||||||
| Maria Claudia Borras | 913,300,541 | 7,415,531 | 502,549 | 23,203,329 | ||||||||||
| David J. Bronczek | 871,572,923 | 49,123,964 | 521,734 | 23,203,329 | ||||||||||
| Mikel A. Durham | 903,270,790 | 17,439,175 | 508,656 | 23,203,329 | ||||||||||
| Donnie King | 896,177,042 | 24,534,432 | 507,147 | 23,203,329 | ||||||||||
| Jonathan D. Mariner | 910,427,325 | 10,297,379 | 493,917 | 23,203,329 | ||||||||||
| Kevin M. McNamara | 896,177,042 | 24,534,432 | 507,147 | 23,203,329 | ||||||||||
| Cheryl S. Miller | 910,427,325 | 10,297,379 | 493,917 | 23,203,329 | ||||||||||
| Jeffery K. Schomburger | 910,697,946 | 9,982,314 | 538,361 | 23,203,329 | ||||||||||
| Barbara A. Tyson | 903,089,168 | 17,980,600 | 148,853 | 23,203,329 | ||||||||||
| Noel White | 904,306,566 | 16,736,882 | 175,173 | 23,203,329 | ||||||||||
2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending October 1, 2022:
| Votes For | 941,034,385 | ||||
| Votes Against | 3,228,378 | ||||
| Votes Abstained | 159,187 | ||||
3.Shareholder proposal requesting a report on sustainable packaging efforts:
| Votes For | 125,658,390 | ||||
| Votes Against | 794,362,687 | ||||
| Votes Abstained | 1,197,544 | ||||
| Broker Non-Votes | 23,203,329 | ||||
Item 8.01. Other Events.
On February 8, 2022, the Company issued a notice under that certain Supplemental Indenture (the "Supplemental Indenture") dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)) (the “Trustee”), which supplements that certain Indenture dated June 1, 1995 by and between the Company, as Issuer, and the Trustee (the “Original Indenture”), that pursuant to Section 3.01(b) of the Supplemental Indenture and Section 3.2 of the Original Indenture, the Company has opted to redeem on March 15, 2022 (the “Redemption Date”) all of the Company’s 4.500% Senior Notes due 2022 (the “Notes”) that remain outstanding on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date. As of February 8, 2022, the outstanding principal amount of the Notes was $1 billion.
A copy of the notice is attached hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits
(d)Exhibits
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File formatted in iXBRL. | ||||
3
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.
| TYSON FOODS, INC. | |||||||||||
| Date: February 14, 2022 | By: | /s/ Amy Tu | |||||||||
| Name: | Amy Tu | ||||||||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs | ||||||||||
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Exhibit 99.1
NOTICE FOR OPTIONAL REDEMPTION
TO THE HOLDERS OF
4.500% SENIOR NOTES DUE 2022
OF
TYSON FOODS, INC.
CUSIP NUMBER 902494AT0
NOTICE IS HEREBY GIVEN, pursuant to the Supplemental Indenture (the “Supplemental Indenture”) dated as of dated as of June 13, 2012, by and between Tyson Foods, Inc. (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)) (the “Trustee”), which supplements that certain Indenture dated June 1, 1995 by and between Tyson Foods, Inc., as Issuer, and the Trustee (the “Original Indenture” and, together with the Supplemental Indenture, the “Indenture”), as follows:
(1)Pursuant to the Section 3.01(b) of the Supplemental Indenture and Section 3.2 of
the Original Indenture, the Company has opted to redeem on March 15, 2022 (the “Redemption Date”) 100% of the $1,000,000,000 principal amount of the Company’s 4.500% Senior Notes due 2022 (the “Notes”) at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date (the “Redemption Price”). The CUSIP number of the Notes is 902494AT0.
(2)Each Holder (as defined in the Indenture) should present the Notes to the Paying Agent at the following address of the Paying Agent in order to collect the Redemption Price to become due on the Redemption Date:
The Bank of New York Mellon Trust Company, N.A.
601 Travis Street, 16th Floor
Houston, Texas 77002
(3)On and after the Redemption Date, interest shall cease to accrue on the Notes.
(4)No representation is made by Tyson Foods, Inc. as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code”, if any, listed herein or printed on the Notes.
(5)Holders are encouraged to read the Indenture for more information with respect to the information contained herein.
TYSON FOODS, INC.
Dated: February 8, 2022