x	No fee required.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect the eleven directors named in the accompanying Proxy Statement to the Company’s Board of Directors;

2.	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 28, 2019;

3.	To consider and act upon the two shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting; and

4.	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Visit the website listed on your proxy card/voting instruction form to vote by Internet.

•	If you have requested a paper copy of the proxy materials, call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	If you have requested a paper copy of the proxy materials, sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

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•	9 of 11 director nominees are independent

•	Separation of the roles of Chairman, CEO and Lead Independent Director

•	Annual board and committee self-evaluations

•	Average board meeting attendance in excess of 98%

•	Deferred shares for directors and strong ownership requirements for directors and senior officers

•	Independent board committees (other than the Executive Committee)

•	Robust Code of Conduct

•	Board makeup highlighted by strong leadership, diversity and experience

•	Regular executive sessions of independent directors

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•	High percentage of pay is variable and at risk

•	Substantial stock ownership guidelines

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels that seek to balance short- and long-term goals

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•	this Proxy Statement for the Annual Meeting; and

•	the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018.

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•	To elect the eleven director nominees named in this Proxy Statement to the Board;

•	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 28, 2019;

•	To consider and act upon the shareholder proposals described in this Proxy Statement, if properly presented at the Annual Meeting; and

•	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

•	FOR the election of each of the director nominees named in this Proxy Statement to the Board;

•	FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 28, 2019;

•	AGAINST each of the shareholder proposals.

•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting. If you desire to vote in person at the Annual Meeting, please request an admission ticket via email at ir.tyson.com or by telephone at (479) 290-4524 and then request a ballot when you arrive.

•	Via the Internet. You may vote by proxy via the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.

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•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting by first obtaining a legal proxy from the organization that holds your shares. If you obtain such a proxy and desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation and certification of votes; and

•	to facilitate a successful proxy solicitation.

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(1)

70,000,000 shares of Class B Common Stock and 2,743,680 shares of Class A Common Stock are owned of record by the Tyson Limited Partnership, a Delaware limited partnership (“TLP”). The limited partners (and their respective partnership interests in the TLP) are as follows: the DT Family 2009, LLC (53.4881%), the BT 2015 Fund (45.2549%) and the JCC Family, LLC (.1257%). Trusts for the descendants of Don Tyson, including Mr. John Tyson, Chairman of the Board of the Company, are the sole members of the DT Family 2009, LLC and the JCC Family, LLC. Ms. Barbara A. Tyson, a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the BT 2015 Fund. Mr. John Tyson is one of the contingent beneficiaries of the BT 2015 Fund. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. John Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Donald J. Tyson Revocable Trust of which Mr. John Tyson, Mr. Erwin and Mr. Thomas B. Schueck are the trustees. A managing general partner of the TLP has the exclusive right, subject to certain restrictions, to do all things on behalf of the TLP necessary to manage, conduct, control and operate the TLP’s business, including the right to vote all shares or other securities held by the TLP, as well as the right to mortgage, pledge or grant security interests in any assets of the TLP. However, the TLP has no managing general partner at this time. Until a new managing general partner is selected, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners, which no single general partner currently possesses. The percentage of general partnership interests of the TLP are as follows: Donald J. Tyson Revocable Trust (44.44%); Mr. John Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TLP terminates December 31, 2040. The descendants of Don Tyson, including Mr. John Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. Additionally, the TLP may be dissolved upon the occurrence of certain events, including (i) a written determination by the managing general partner that the projected future revenues of the TLP will be insufficient to enable payment of costs and expenses, or that such future revenues will be such that continued operation of the TLP will not be in the best interest of the partners, (ii) an election to dissolve the TLP by the managing general partner that is approved by the affirmative vote of a majority in percentage interest of all general partners, or (iii) the sale of all or substantially all of the TLP’s assets and properties. The withdrawal of the managing general partner or any other general partner (unless such partner is the sole remaining general partner) will not cause the dissolution of the TLP. Upon dissolution of the TLP, each partner, including all limited partners, will receive in cash or otherwise, after payment of creditors, loans from any partner, and return of capital account balances, their respective percentage interests in the TLP assets.

(2)

This amount includes 15,070,847 shares and 41,517,291 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 14, 2018, by T. Rowe Price Associates, Inc. and T. Rowe Price Value Fund. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(3)	This amount includes 407,034 shares, 69,141 shares, 25,020,715 shares and 472,075 shares in which the holder exercises sole voting power, shared voting power, sole dispositive power and shared dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 9, 2018, by The Vanguard

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(4)

This amount includes 19,632,198 shares and 22,666,119 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about January 23, 2018, by BlackRock, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(5)

This amount includes 14,907,845 shares in which the holder exercises sole voting power. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 14, 2018, by T. Rowe Price Associates, Inc. and T. Rowe Price Value Fund. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

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*	Indicates less than 1%.

(1)

The amounts in this column include beneficial ownership of shares with respect to which voting or investment power may be deemed to be directly or indirectly controlled. Accordingly, the shares shown in the table include shares owned directly, shares held in such person's account under the Company's Employee Stock Purchase Plan, shares owned by certain of the individual's family members and shares held by the individual as a trustee or in a fiduciary or other similar capacity, unless otherwise disclaimed and/or described below. The amounts in this column also include shares subject to options exercisable on or within 60 days of December 10, 2018, held by Mr. Glendinning (12,592) and the other executive officers (5,091).

(2)

The amounts in these rows do not include any shares of Class A Common Stock or Class B Common Stock owned by the TLP, of which Mr. Tyson and Ms. Tyson are general partners. The TLP owns 99.99% of the outstanding Class B Common Stock and 0.93% of the outstanding Class A Common Stock, which results in the TLP controlling 70.58% of the aggregate vote of Class A Common Stock and Class B Common Stock. When combined with the total ownership of directors and executive officers as a group, the aggregate voting percentage increases to 71.08%. The TLP and its ownership of such stock are further described in footnote 1 to the table titled “Security Ownership of Certain Beneficial Owners” in this Proxy Statement.

(3)	Mr. Tyson’s amount includes 1,455,844 shares pledged as security for loans.

(4)

The amounts in these rows do not include grants of deferred stock awards of Class A Common Stock made on the date(s) of re-election to the Board by shareholders (see the section titled “Director Compensation for Fiscal Year 2018” in this Proxy Statement) to each of Mr. Banister (9,331); Mr. Banks (2,056); Mr. Beebe (2,728); Ms. Durham (4,783); Mr. McNamara (46,561); Mr. Schomburger (2,056); Mr. Thurber (36,180); and Ms. Tyson (27,524).

(5)	Mr. Hayes stepped down as the Company’s Chief Executive Officer, and resigned as a director, effective September 30, 2018.

(6)	Mr. Leatherby stepped down as the Company’s Chief Financial Officer effective February 10, 2018. He passed away on August 6, 2018, and we have no information concerning any holdings.

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•	determine and approve the compensation of the Chief Executive Officer; and

•	take into consideration any factors relevant to a person’s independence from management before selecting such person as a compensation consultant, legal counsel or other adviser to the Compensation and Leadership Development Committee.

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•	An annual retainer of $100,000 (payable in quarterly installments).

•

A grant of a deferred stock award for shares of Class A Common Stock having a value of $150,000 on the date of election or re-election as a director at the Annual Meeting, which award does not become payable until 180 days after the director ceases to serve on the Board. The director may elect, however, to not have the award deferred and instead be distributed on the date of election or re-election, as applicable.

•	An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:

(1)	In fiscal year 2018, Mr. McNamara elected to receive two quarterly retainers (totaling $55,000) in the form of Class A Common Stock.

(2)

The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2018. The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018. Recipients of these awards are entitled to dividends during the deferral period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon distribution.

(3)	As of the last day of fiscal year 2018, outstanding deferred stock awards for individuals serving as non-employee directors during fiscal year 2018 were as follows: Mr. Banister (9,331); Mr. Banks (2,056); Mr. Beebe (2,728); Ms. Durham (4,783); Mr. McNamara (46,561); Ms. Miller (0); Mr. Schomburger (2,056); Mr. Thurber (36,180); and Ms. Tyson (27,524).

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(4)	The amounts in this column, other than as noted in footnote 5, represent taxes reimbursed to the recipient in connection with the use of Company-owned aircraft to accommodate the director’s spouse’s attendance at a board retreat. The amounts do not include perquisites and other personal benefits or property with an aggregate value of less than $10,000.

(5)	This amount represents premiums paid by the Company for a health insurance plan and personal use of Company-owned aircraft, including reimbursement of taxes of $1,823 for such use.

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1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications;

2.	Payments by Tyson used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient;

3.	Tyson’s membership in and payments to any tax-exempt organization that writes and endorses model legislation;

4.	Description of the decision-making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

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•	Include the human rights principles used to frame its risk assessments;

•	Outline the human rights impacts of Tyson’s business activities, including company-owned operations, contract growers, and supply chain and plans to mitigate them;

•	Explain the types and extent of stakeholder consultation; and

•	Address Tyson’s plans to track effectiveness of measures to assess, prevent, mitigate, and remedy adverse human rights impacts.

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•	John Tyson, Chairman of the Board (“Chairman”)

•	Tom Hayes, President and Chief Executive Officer (“CEO”) (through September 30, 2018)

•	Stewart T. Glendinning, Executive Vice President and Chief Financial Officer (“CFO”) (effective February 10, 2018)

•	Sally Grimes, Group President Prepared Foods

•	Noel White, Group President Fresh Meats and International (through September 30, 2018)

•	Dennis Leatherby, Former Executive Vice President and Chief Financial Officer (through February 10, 2018)

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•	base salary;

•	annual performance incentive payments;

•	equity-based compensation;

•	financial, retirement and welfare benefit plans; and

•	certain defined perquisites.

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•	achievement of a cumulative Adjusted Operating Income target over the 2018, 2019 and 2020 fiscal years (the “cumulative Operating Income criterion”); and

•	a comparison of the relative total shareholder return of the Company’s Class A Common Stock relative to the relative total shareholder return of the Compensation Peer Group over the 2018, 2019 and 2020 fiscal years (the “relative total shareholder criterion”).

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•	Employee Stock Purchase Plan;

•	Retirement Savings Plan;

•	Executive Savings Plan; and

•	Executive Long-Term Disability Plan.

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•

Mr. Glendinning’s contract provided for an annual base salary of $725,000. He also received a sign-on bonus of $2,700,000, which Mr. Glendinning will be required to repay should he (i) voluntarily terminate his employment with the Company prior to the two year anniversary of December 11, 2017 (the “Start Date”) or (ii) have not relocated and established a permanent residence in the Northwest Arkansas area prior to the one-year anniversary of the Start Date. Mr. Glendinning also became eligible to participate in the Company’s performance incentive payment program and equity plans on terms and in amounts consistent with those provided to other senior executive-level employees, subject to the discretion of management.

•	Ms. Grimes’ contract provided for an annual base salary of $582,400, which had increased to $780,000 at the end of fiscal year 2018. Ms. Grimes was also eligible to participate in the Company’s performance incentive payment program and equity plans on terms and in amounts consistent with those provided to other senior executive-level employees, subject to the discretion of management.

•

Mr. White’s contract in effect during fiscal year 2018 provided for an annual base salary of $725,000, which had increased to $850,000 at the end of fiscal year 2018. Mr. White was also eligible to participate in the Company’s performance incentive payment program and equity plans on terms and in amounts consistent with those provided to other senior executive-level employees, subject to the discretion of management. The Company also agreed to reimburse Mr. White and gross-up any tax liability incurred by him through his use of Company-owned aircraft. In connection with his promotion to President and Chief Executive Officer subsequent to fiscal year-end, Mr. White entered into an amended and restated employment contract with the Company on October 4, 2018, as described above.

•

Prior to Mr. Leatherby’s departure from the Company, his contract provided for an annual base salary of $566,500, which had increased to $700,000 at the time of his departure. Mr. Leatherby was also eligible to participate in the Company’s performance incentive payment program and equity plans on terms and in amounts consistent with those provided to other senior executive-level employees, subject to the discretion of management. In November 2017, the Company announced that Mr. Leatherby would step down as Chief Financial Officer effective February 10, 2018, following which he would remain employed by the Company until April 6, 2018. In connection with this separation, the Company and Mr. Leatherby entered into a separation and release agreement as described above.

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(1)

The amounts included in these columns are the aggregate grant date fair values for stock and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018. Recipients do not realize the value of equity-based awards until the awards vest. The actual value that a recipient will realize from these awards is determined by the Company’s future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards. Mr. Glendinning received two separate option grants in Fiscal Year 2018. For details regarding these awards to Mr. Glendinning, see the table titled “Grants of Plan-Based Awards During Fiscal Year 2018” in this Proxy Statement.

(2)

The grant date fair values of the restricted stock with performance criteria are based on the maximum outcome of those awards as of the grant date, which is the probable payout of such awards based on what we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The resulting number of shares of restricted stock with performance criteria that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measure tied to these awards. Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement. The grant date fair values of performance stock awards are reported in the table above at the probable payout, which is less than the maximum possible payout. The table below shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2018 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The

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(3)	Amounts reflected in this column are cash payments made pursuant to the Executive Incentive Plan. For a more detailed discussion, see the subsection titled “Elements of Compensation—Annual Performance Incentive Payments” under the “Compensation Discussion and Analysis” section of this Proxy Statement.

(4)

The amounts reflected in this column include above market earnings for fiscal year 2018 on nonqualified deferred compensation as follows: Mr. Tyson - $0; Mr. Hayes - $79,626; Mr. Glendinning - $0; Ms. Grimes - $4,364; Mr. White - $45,583; and Mr. Leatherby - $63,500. For the assumptions used to determine the change in the pension value, see the table titled “SERP Assumptions” in the section titled “Pension Benefits” in this Proxy Statement.

(5)	The amounts reflected in this column for fiscal year 2018 represent the sum of all other compensation and perquisites received by the NEOs from the Company, as more fully set forth in the table below.

(6)	This amount represents a sign-on bonus of $2,700,000, which Mr. Glendinning will be required to repay should he (i) voluntarily terminate his employment with the Company prior to the two year anniversary of December 11, 2017 or (ii) have not relocated and established a permanent residence in the Northwest Arkansas area prior to the one-year anniversary of December 11, 2017.

(7)	In connection with his separation from the Company in April 2018, Mr. Leatherby received a prorated portion of his 2018 target annual bonus.

*	Indicates value less than $10,000.

(a)

Included in these amounts are matching contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2018, though attributable to performance in fiscal year 2018, as follows: Mr. Tyson - $48,240; Mr. Hayes - $0; Mr. Glendinning - $0; Ms. Grimes - $27,753; Mr. White - $34,268; and Mr. Leatherby - $0 (a description of the Executive Savings Plan is provided under the heading “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2018” under “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2017 but paid in fiscal year 2018, as those awards were previously reported as fiscal year 2017 compensation.

(b)	The amounts in this column include premiums paid by the Company for a long-term disability insurance policy for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (d) through (g), below, are based on the aggregate incremental cost to the Company using a method that accounts for fuel,

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(c)	This amount includes $1,152,131 for personal use of Company-owned aircraft and amounts for event tickets and an insurance premium.

(d)	This amount includes $270,491 for personal use of Company-owned aircraft and amounts for spousal attendance at an event and an insurance premium.

(e)	This amount includes $52,913 for personal use of Company-owned aircraft, $36,250 for a moving allowance paid directly to the executive, and amounts for event tickets and an insurance premium.

(f)	This amount includes $47,304 for personal use of Company-owned aircraft and an amount for an insurance premium.

(g)	This amount includes $90,346 for personal use of Company-owned aircraft and amounts for spousal attendance at an event and an insurance premium.

(1)	The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2018 under the Executive Incentive Plan based on the NEO’s salary on September 29, 2018. The amounts paid to each NEO pursuant to this plan for fiscal year 2018 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the

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(2)

The amounts in these columns represent (i) the threshold, target and maximum amount of shares of performance stock which would be awarded upon the achievement of specified performance criteria for the awards approved on November 8, 2017, and November 22, 2017, and (ii) the amount of shares of restricted stock with performance criteria which would be awarded upon the achievement of a specified performance criterion for the awards approved on November 8, 2017, and November 22, 2017. The vesting terms of the performance stock include the achievement of a three-year cumulative Adjusted Operating Income target and a favorable relative total shareholder return comparison with the Compensation Peer Group. The vesting terms of the restricted stock with performance criteria granted on November 17, 2017, and December 15, 2017 include the achievement of a three-year cumulative Adjusted Operating Income of $125 million over the 2018 - 2020 fiscal years. Assuming all performance criteria are satisfied, the November 17, 2017, and December 15, 2017, awards will vest on November 20, 2020. For a more detailed discussion, see the subsections titled “Elements of Compensation—Equity-Based Compensation—Performance Stock” and “Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

(3)

The amounts in this column represent nonqualified stock options that expire on November 17, 2027, except for those granted to Mr. Glendinning, which will expire on December 15, 2027. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years, except for 15,270 nonqualified stock options granted to Mr. Glendinning in connection with his hiring that will vest in their entirety on December 11, 2020.

(4)	Pursuant to the terms of the Stock Incentive Plan, the exercise price for these options is the closing price of our Class A Common Stock on the grant date.

(5)	For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote 1 of the “Summary Compensation Table for Fiscal Year 2018” in this Proxy Statement.

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(1)	The amounts listed in this column reflect a share price of $59.53, the closing price of our shares on the NYSE on September 28, 2018, the last trading day of our 2018 fiscal year.

(2)	These options vested and became exercisable on November 30, 2018.

(3)	This represents an award of restricted stock with performance criteria that vested on December 1, 2018, resulting from the satisfaction of the applicable performance criterion. The performance criterion was the achievement of cumulative Adjusted EBIT of more than $125 million for the 2016-2018 fiscal years.

(4)

This represents an award of performance stock that vested on December 1, 2018, resulting from the satisfaction of the following performance criteria: (a) cumulative EBIT target of $6.877 billion for the 2016-2018 fiscal years and (b) a favorable comparison of the Company's Class A Common Stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2016-2018 fiscal years. Based on the actual level of performance, this award vested at 180.52% of the target award with respect to the cumulative EBIT criterion and 200% with respect to the stock price comparison criterion.

(5)	One-half of these options vested and became exercisable November 28, 2018.

(6)	This represents an award of restricted stock with performance criteria that vests on November 18, 2019, subject to the achievement of a three-year cumulative Adjusted EBIT of $125 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(7)	This represents an award of performance stock that vests on November 18, 2019, subject to the achievement of a three-year cumulative Adjusted EBIT target and favorable comparison of the Company's relative total shareholder return to a predetermined

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(8)	One-third of these options vested and became exercisable on November 17, 2018. One-half of the remaining options are scheduled to vest and become exercisable on November 17, 2019, and the remaining options are scheduled to vest and become exercisable on November 17, 2020.

(9)	This represents an award of restricted stock with performance criteria that vests on November 20, 2020, subject to the achievement of a three-year cumulative Adjusted Operating Income of $125 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(10)

This represents an award of performance stock that vests on November 20, 2020, subject to the achievement of a three-year cumulative Adjusted Operating Income target and favorable comparison of the Company's relative total shareholder return to a predetermined peer group of publicly traded companies over the 2018-2020 fiscal years. The number of shares reported is based on the maximum potential payout.

(11)	These options vest and become exercisable on December 11, 2020.

(12)	One-third of these options vested and became exercisable on December 15, 2018. One-half of the remaining options are scheduled to vest and become exercisable on December 15, 2019, and the remaining options are scheduled to vest and become exercisable on December 15, 2020.

(13)	This represents an award of restricted stock with performance criteria that vests on February 15, 2020, subject to the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2017 and 2018 fiscal years. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(1)	Represents previously awarded performance stock that vested on November 17, 2017.

(2)	The value is based on our stock price of $77.97 on November 17, 2017.

(3)	Represents previously awarded restricted stock with performance criteria that vested on November 17, 2017.

(4)	Represents previously awarded restricted stock with performance criteria that vested on July 1, 2018.

(5)	The value is based on our stock price of $68.85 on July 1, 2018.

(6)	Represents previously awarded restricted stock with performance criteria that vested on April 6, 2018.

(7)	The value is based on our stock price of $70.11 on April 6, 2018.

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(1)	The plan considers only creditable service, as more fully described above. The NEOs’ actual years of service are as follows: Mr. Tyson - 46 years; Mr. Hayes - 12 years; Mr. Glendinning - 1 year; Ms. Grimes - 6 years; Mr. White - 35 years; and Mr. Leatherby - 28 years.

(2)	The present value of these benefits is based on the following assumptions:

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(1)

As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. As previous executives of The Hillshire Brands Company (“Hillshire”), Mr. Hayes and Ms. Grimes have account balances in the Hillshire 401(k) SERP and, at the end of fiscal year 2018, Mr. Hayes had an account balance in the Hillshire Executive Deferred Compensation Plan, each as further described below. As a previous executive of IBP, inc. (“IBP”), Mr. White also has an account balance in the Company’s Retirement Income Plan as further described below.

(2)

Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table for Fiscal Year 2018” in this Proxy Statement. The amounts in this column include post-fiscal year 2018 contributions made from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2018 performance as follows: Mr. Tyson - $60,300; Mr. Hayes - $0; Mr. Glendinning - $481,249; Ms. Grimes - $69,382; Mr. White - $85,671; and Mr. Leatherby - $0.

(3)

Included in these amounts are matching contributions to the applicable NEOs and pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2018, though attributable to performance in fiscal year 2018, as follows: Mr. Tyson - $48,240; Mr. Hayes - $0; Mr. Glendinning - $0; Ms. Grimes - $27,753; Mr. White - $34,268; and Mr. Leatherby - $0. A description of the Executive Savings Plan is provided in the subsection titled “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as below under the heading “Executive Savings Plan.”

(4)	The above-market portion of these earnings is reported in footnote 4 to the “Summary Compensation Table for Fiscal Year 2018” in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2018 executive contributions and Company matching contributions as described in footnotes (2) and (3) above.

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(6)	In addition to the amounts described in footnotes (2), (3) and (4) above, the amount shown in this column includes the following amounts reported as compensation for each of the NEOs in the Company’s Summary Compensation Tables in the previous years:

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(1)	This amount represents the continued payment of the NEO’s base salary for two years and two times the annual target performance incentive payment.

(2)	The amounts in this row represent the value of each NEO’s unvested stock options, restricted stock with performance criteria and performance stock at the target level that would have vested in the event of a termination on September 29, 2018, based on our stock price of $59.53 on September 28, 2018.

(3)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEOs’ health insurance for the severance period provided in the NEO’s employment contract.  Mr. Tyson’s contract provides that in the case of his disability, he and his spouse are entitled to health insurance until each of their deaths, and his eligible dependents are entitled to health insurance until such time as their eligibility has ceased. In the case of Mr. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage.  With respect to Mr. Tyson, this amount (a) excludes any amount for a spouse, as Mr. Tyson was not married as of September 29, 2018, and (b) excludes any amount for Mr. Tyson, as the period of time for coverage cannot be determined.  As of September 29, 2018, the annual costs for Mr. Tyson’s health insurance totaled $5,312.

(4)	These amounts represent continued payment of each of the NEO’s base salary for two years.

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