Document



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 9, 2017

Tyson Foods, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State of incorporation or organization)

001-14704
(Commission File Number)

71-0225165
(IRS Employer Identification No.)

2200 West Don Tyson Parkway, Springdale, AR 72762-6999
(479) 290-4000
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

Not applicable
(Former name, former address and former fiscal year, if applicable)

___________________________________
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))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2017, Tyson Foods, Inc. (the “Company”) announced certain senior-level management changes, including the departure of Donnie King, President North American Operations, effective February 28, 2017. Mr. King was a “named executive officer” in the Company’s most recent proxy statement for its annual meeting of shareholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the shareholders of the Company was held on February 9, 2017. Matters voted on by shareholders included (i) the election of directors to the Company’s board of directors, (ii) ratification of the Company’s selection of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017, (iii) approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, (iv) approval, on a non-binding advisory basis, of the frequency of the advisory vote regarding the compensation of the Company’s named executive officers, (v) a shareholder proposal to request a report disclosing the Company’s policy and procedures, expenditures, and other activities related to lobbying and grassroots lobbying communications (“Proposal No. 1”), (vi) a shareholder proposal to request a report on steps the Company is taking to foster greater diversity on the Board of Directors (“Proposal No. 2”), (vii) a shareholder proposal to amend the Company’s bylaws to implement proxy access (“Proposal No. 3”), and (viii) a shareholder proposal to adopt and implement a water stewardship policy at Company and supplier facilities (“Proposal No. 4”). The results of the shareholders’ votes are reported below.


(i)
With respect to the election of directors:

Directors
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
John Tyson
903,971,279
26,459,693
105,666
20,079,959
Gaurdie E. Banister Jr.
922,515,327
7,887,970
133,341
20,079,959
Mike Beebe
907,257,723
23,155,097
123,818
20,079,959
Mikel A. Durham
905,599,868
24,798,910
137,860
20,079,959
Tom Hayes
923,156,616
7,246,464
133,558
20,079,959
Kevin M. McNamara
922,292,773
7,986,452
257,413
20,079,959
Cheryl S. Miller
930,061,573
350,439
124,626
20,079,959
Brad T. Sauer
922,544,986
7,853,983
137,669
20,079,959
Jeffrey K. Schomburger
930,074,129
320,423
142,086
20,079,959
Robert Thurber
907,256,415
23,142,374
137,849
20,079,959
Barbara A. Tyson
921,460,147
8,978,164
98,327
20,079,959


(ii)
With respect to the ratification of the Company’s selection of PwC:

Votes For
947,140,257
Votes Against
2,872,909
Votes Abstained
603,431


(iii)
With respect to the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:

Votes For
911,154,167
Votes Against
19,097,830
Votes Abstained
284,641
Broker Non-Votes
20,079,959





(iv)
With respect to approval, on a non-binding advisory basis, of the frequency of the advisory vote regarding the compensation of the Company’s named executive officers:

One year
192,514,197
Two years
678,865
Three years
737,032,756
Votes Abstained
310,820

(v)
With respect to Proposal No. 1:

Votes For
110,069,690
Votes Against
814,372,346
Votes Abstained
6,094,602
Broker Non-Votes
20,079,959

(vi)
With respect to Proposal No. 2:

Votes For
22,312,650
Votes Against
893,160,080
Votes Abstained
15,063,908
Broker Non-Votes
20,079,959

(vii)
With respect to Proposal No. 3:

Votes For
201,895,800
Votes Against
727,769,773
Votes Abstained
871,065
Broker Non-Votes
20,079,959

(viii)
With respect to Proposal No. 4:

Votes For
134,645,104
Votes Against
784,720,194
Votes Abstained
11,171,340
Broker Non-Votes
20,079,959










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 15, 2017
 
By:
/s/ Dennis Leatherby
 
 
 
 
 
 
Name:
Dennis Leatherby
 
 
Title:
Executive Vice President and Chief Financial Officer