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8-K

Tyson Foods, Inc. (TSN)

8-K 2026-02-09 For: 2026-02-05
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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

TYSON FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware 001-14704 71-0225165
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
2200 West Don Tyson Parkway,
Springdale, Arkansas 72762-6999
(Address of Principal Executive Offices) (Zip Code)

(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:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Class A Common Stock Par Value $0.10 TSN New York Stock Exchange

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

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

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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