Tyson Foods, Inc 8-K, filed Feb 9, 2026
Tyson Foods, Inc. (TSN)
8-K
2026-02-09
For: 2026-02-05
View Original
Added on
April 12, 2026
About this 8-K
Tyson Foods, Inc filed this 8-K on February 9, 2026, reporting on events of February 5, 2026.
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): February 5, 2026
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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 (see General Instruction A.2. below):
Securities Registered Pursuant to Section 12(b) of the Act:
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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 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 2026 Annual Meeting, seven proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Proxy Statement filed December 17, 2025. At the 2026 Annual Meeting, the Company’s shareholders:
1) elected John H. Tyson, Les R. Baledge, Mike Beebe, Sarah Bond, Maria Claudia Borras, David J. Bronczek, Donnie King, Maria N. Martinez, Cheryl S. Miller, Kate B. Quinn, Jeffrey K. Schomburger, Barbara A. Tyson, John R. Tyson, Olivia L. 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 registered public accounting firm for the fiscal year ending October 3, 2026;
3) approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan;
4) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
5) did not approve a shareholder proposal regarding disclosure of voting results based on class of shares;
6) did not approve a shareholder proposal regarding a report on environmental and human health impacts from waste lagoons;
7) did not approve a shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations.
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 | 874,364,492 | 46,599,079 | 214,787 | 27,064,015 | ||||||||||
| Les R. Baledge | 873,508,339 | 46,191,701 | 1,478,318 | 27,064,015 | ||||||||||
| Mike Beebe | 867,840,768 | 53,116,972 | 220,618 | 27,064,015 | ||||||||||
| Sarah Bond | 915,455,574 | 5,502,292 | 220,492 | 27,064,015 | ||||||||||
| Maria Claudia Borras | 868,655,150 | 52,302,343 | 220,865 | 27,064,015 | ||||||||||
| David J. Bronczek | 828,434,418 | 92,516,778 | 227,162 | 27,064,015 | ||||||||||
| Donnie King | 911,865,873 | 9,103,953 | 208,532 | 27,064,015 | ||||||||||
| Maria N. Martinez | 869,822,677 | 51,130,089 | 225,592 | 27,064,015 | ||||||||||
| Cheryl S. Miller | 843,776,769 | 77,172,276 | 229,313 | 27,064,015 | ||||||||||
| Kate B. Quinn | 911,595,763 | 9,353,445 | 229,150 | 27,064,015 | ||||||||||
| Jeffrey K. Schomburger | 898,123,269 | 21,568,231 | 1,486,858 | 27,064,015 | ||||||||||
| Barbara A. Tyson | 876,410,180 | 44,553,656 | 214,522 | 27,064,015 | ||||||||||
| John R. Tyson | 874,321,577 | 46,617,204 | 239,577 | 27,064,015 | ||||||||||
| Olivia L. Tyson | 844,181,481 | 76,781,986 | 214,891 | 27,064,015 | ||||||||||
| Noel White | 898,573,967 | 22,386,555 | 217,836 | 27,064,015 | ||||||||||
2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026:
| Votes For | 943,258,530 | ||||
| Votes Against | 3,448,667 | ||||
| Votes Abstained | 1,535,176 | ||||
3.Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan:
| Votes For | 845,056,479 | ||||
| Votes Against | 75,720,226 | ||||
| Votes Abstained | 401,653 | ||||
| Broker Non-Votes | 27,064,015 | ||||
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4.Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:
| Votes For | 757,601,824 | ||||
| Votes Against | 163,240,218 | ||||
| Votes Abstained | 336,316 | ||||
| Broker Non-Votes | 27,064,015 | ||||
5.Shareholder proposal regarding disclosure of voting results based on class of shares:
| Votes For | 133,051,698 | ||||
| Votes Against | 787,654,285 | ||||
| Votes Abstained | 472,375 | ||||
| Broker Non-Votes | 27,064,015 | ||||
6.Shareholder proposal regarding a report on environmental and human health impacts from waste lagoons:
| Votes For | 23,451,579 | ||||
| Votes Against | 896,423,218 | ||||
| Votes Abstained | 1,303,561 | ||||
| Broker Non-Votes | 27,064,015 | ||||
7.Shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations:
| Votes For | 24,679,761 | ||||
| Votes Against | 895,548,135 | ||||
| Votes Abstained | 950,462 | ||||
| Broker Non-Votes | 27,064,015 | ||||
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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 9, 2026 | By: | /s/ Curt T. Calaway | |||||||||
| Name: | Curt T. Calaway | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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