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 4, 2011
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 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 5.07 Submission of Matters to a Vote of Security Holders.
On February 4, 2011, the annual meeting of shareholders of Tyson Foods, Inc. (the "Company") was held. Matters voted on by shareholders included (i) the election of directors of the Company's board, (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 October 1, 2011, (iii) a shareholder proposal to phase in controlled-atmosphere killing within five years ("Shareholder Proposal"), (iv) consideration and approval of an advisory resolution regarding the compensation of the Company’s named executive officers, and (v) consideration and action upon an advisory vote on the frequency at which the Company should include an advisory vote regarding the compensation of the Company’s named executive officers in its proxy statement for shareholder consideration. The final voting results of the shareholders' votes are reported below.
|
(i)
|
The following directors were elected by the indicated votes:
|
|
Directors
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
John Tyson
|
911,905,468
|
9,535,330
|
29,378,770
|
|
Jim Kever
|
912,318,276
|
9,122,522
|
29,378,770
|
|
Kevin M. McNamara
|
909,808,111
|
11,632,687
|
29,378,770
|
|
Brad T. Sauer
|
902,203,732
|
19,237,066
|
29,378,770
|
|
Robert Thurber
|
910,513,680
|
10,927,118
|
29,378,770
|
|
Barbara A. Tyson
|
912,127,795
|
9,313,003
|
29,378,770
|
|
Albert C. Zapanta
|
916,636,277
|
4,804,521
|
29,378,770
|
|
(ii)
|
Ratification of the selection of PwC:
|
|
Votes For
|
949,715,614
|
|
Votes Against
|
914,654
|
|
Votes Abstained
|
189,300
|
|
(iii)
|
Shareholder Proposal:
|
|
Votes For
|
9,454,949
|
|
Votes Against
|
878,878,759
|
|
Votes Abstained
|
33,107,090
|
|
Broker Non-Votes
|
29,378,770
|
|
(iv)
|
Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
|
|
Votes For
|
817,731,615
|
|
Votes Against
|
102,861,166
|
|
Votes Abstained
|
848,017
|
|
Broker Non-Votes
|
29,378,770
|
|
(v)
|
Recommended frequency of advisory votes on executive compensation:
|
|
Votes For - One Year
|
160,221,929
|
|
Votes For - Two Years
|
2,444,582
|
|
Votes For - Three Years
|
757,957,910
|
|
Votes Abstained
|
816,377
|
|
Broker Non-Votes
|
29,378,770
|
Based on these results and consistent with a majority of votes cast with respect to this matter, the Company’s board of directors has adopted a policy to hold an advisory vote on executive compensation every three years.
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, 2011
|
|
By:
|
/s/ R. Read Hudson
|
|
| |
|
|
|
|
| |
|
Name:
|
R. Read Hudson
|
|
| |
|
Title:
|
Vice President, Associate General
|
|
| |
|
|
Counsel and Secretary
|
|
3