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.

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

2.	To reapprove the Annual Incentive Compensation Plan for Senior Executive Officers;

3.	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 1, 2016;

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

5.	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.

•	Call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

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(1)	Mr. Kever currently serves on the Audit Committee, Strategy and Acquisitions Committee and Executive Committee but is not listed in the table above as he is not nominated for re-election at the Annual Meeting.

•	7 of 9 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 99%

•	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

•	Target pay is at or near the median of our comparison groups

•	Substantial stock ownership guidelines and holding requirements

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels

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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 October 3, 2015.

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

•	To reapprove the Annual Incentive Compensation Plan for Senior Executive Officers;

•	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 1, 2016;

•	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 the reapproval of the Annual Incentive Compensation Plan for Senior Executive Officers;

•	FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 1, 2016; and

•	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 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 2,000,000 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 Tyson 2009 Family Trust (53.4881%), the Randal W. Tyson Testamentary Trust (45.2549%) and the Donald J. Tyson Revocable Trust (.1257%). The descendants of Don Tyson, including Mr. John Tyson, Chairman of the Board of the Company, are the sole beneficiaries of the Tyson 2009 Family Trust. Ms. Barbara A. Tyson, the widow of Randal W. Tyson and a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the Randal W. Tyson Testamentary Trust. Mr. Tyson is one of the contingent beneficiaries of the Randal W. Tyson Testamentary Trust. The descendants of Don Tyson, including Mr. Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Tyson Partnership Interest Trust (“TPIT”), whose trustees are Mr. Erwin, Mr. Thomas B. Schueck and Mr. W.H. Taylor. 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: TPIT (44.44%); Mr. Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TPIT terminates on December 31, 2016. Upon termination, the general partnership interests held by the TPIT will transfer to the Donald J. Tyson Revocable Trust of which Mr. Tyson, Mr. Schueck and Mr. Erwin are the trustees. The TLP terminates December 31, 2040. 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 19,774,085 shares and 23,722,861 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 filed with the SEC on or about February 6, 2015 by BlackRock, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G.

(3)

This amount includes 506,987 shares, 21,984,356 shares and 489,370 shares in which the holder exercises sole 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 10, 2015 by Vanguard Group Inc. 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 7, 2015, in the following amounts: Mr. Tyson (844,747); Mr. King (456,501); Mr. Leatherby (240,360); Mr. Smith (1,824,502); Mr. White (267,493) and the other executive officers (568,380).

(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 99.98% of the outstanding Class B Common Stock and .68% of the outstanding Class A Common Stock, which results in the TLP controlling 70.61% 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 71.41%. 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 2015” in this Proxy Statement) to each of Mr. Banister (6,698); Mr. Kever (61,003); Mr. McNamara (44,718); Mr. Sauer (29,677); Mr. Thurber (29,865); and Ms. Tyson (19,577). Mr. Kever is a current director but has chosen not to stand for re-election to the Board and, as such, is not nominated for re-election to the Board at the Annual Meeting.

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Each of Mr. Tyson, Mr. Kever and Mr. McNamara has an investment in a privately held company for which Mr. Kever is a director. Neither Mr. Tyson nor Mr. McNamara has any business relationship with, and neither Mr. Tyson nor Mr. McNamara serve as a director or officer of, this company. Based on the foregoing facts, the Board has determined that this relationship does not affect Mr. Kever’s independence.

•

Ms. Durham is Chief Commercial Officer of CSM . During fiscal years 2015, 2014 and 2013, the Company paid CSM $1,284,575, $25,038 and $27,053, respectively, for direct purchases of bakery-related supplies and materials, which in each year was less than two percent (2%) of CSM’s gross revenues. Under the NYSE rules, a director may be considered independent if payments made to an entity with which the director is affiliated are less than the greater of $1,000,000 or two percent (2%) of the affiliated entity’s gross revenues in any of the last three fiscal years. Ms. Durham did not personally benefit from any of the purchases. Based on the foregoing facts, the Board has determined that Ms. Durham did not have a direct or indirect material interest in the transactions and this relationship does not affect Ms. Durham’s independence.

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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 of Shareholders, 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.

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

•	A one-time payment of $25,000 for directors who served during the entirety of fiscal year 2015 to recognize additional services on integration and strategic activities subsequent to the acquisition of The Hillshire Brands Company in August 2014.

*	Indicates value less than $10,000

(1)

The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2015. 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 October 3, 2015. The expense of these awards is recognized ratably over one year from the date of the award. Recipients of these awards are entitled to dividends during the vesting period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon vesting.

(2)	As of the last day of fiscal year 2015, outstanding deferred stock awards for individuals serving as non-employee directors during fiscal year 2015 were as follows: Ms. Bader (0); Mr. Banister (6,698); Ms. Durham (0); Mr. Kever (61,003); Mr. McNamara (44,718); Mr. Sauer (29,677); Mr. Thurber (29,865); Ms. Tyson (19,577); and Mr. Zapanta (0).

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(3)	Ms. Bader resigned from the Board on March 4, 2015.

(4)	Includes a one-time payment of $25,000 to independent directors who served during the entirety of fiscal year 2015 in recognition of their additional services on integration and strategic activities subsequent to the acquisition of The Hillshire Brands Company in August 2014.

(5)	Ms. Durham was elected to the Board on July 30, 2015.

(6)	This amount includes premiums paid by the Company for a health insurance plan and a medical reimbursement plan.

(7)	Mr. Zapanta retired from the Board on January 30, 2015.

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•	earnings per share and/or growth in earnings per share in relation to target objectives, excluding the effect of extraordinary or nonrecurring items;

•	operating cash flow and/or growth in operating cash flow in relation to target objectives;

•	cash available in relation to target objectives;

•	net income and/or growth in net income in relation to target objectives, excluding the effect of extraordinary or nonrecurring items;

•	revenue and/or growth in revenue in relation to target objectives;

•	total shareholder return (measured as the total of the appreciation of, and dividends declared on, Class A Common Stock) in relation to target objectives;

•	return on invested capital in relation to target objectives;

•	return on shareholder equity in relation to target objectives;

•	return on assets in relation to target objectives;

•	return on common book equity in relation to target objectives;

•	operating income in relation to target objectives;

•	EBIT, EBITDA or EBITDAR or any adjusted version thereof in relation to target objectives;

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•	Company stock price performance as compared against a peer group of companies selected by the Compensation and Leadership Development Committee; or

•	any combination of the foregoing.

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(1)	Only executive officers are eligible to participate in the Executive Incentive Plan.

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•	Concerns over these cages have shifted the marketplace: More than 60 leading, global pork buyers have publicly announced plans to eliminate gestation crates from their supply chains, including McDonald’s, Burger King, Costco, Safeway, Kroger, Oscar Mayer and dozens more.

•	Tyson has already lost business over its position on this issue-a fact it has not disclosed to shareholders.

•	The National Pork Board reports that a majority of hog farmers aren’t using or have plans to move away from gestation crates.

•	Competitors, like Smithfield and Cargill, are eliminating gestation crates. Cargill announced that eliminating crates was a decision “we made as the result of listening to the marketplace in recent years.” And Smithfield’s CEO notes that eliminating gestation crates “will help maintain the farms’ value for years to come.”

•	Nine U.S. states have passed legislation banning gestation crates.

•	A 2.5 year Iowa State University study-in the nation’s top hog producing state-found that a production system without gestation crates resulted in cost “that was 11% less than the cost” of the gestation crate system.

•	“A vote for the animal welfare proposal is warranted,” wrote ISS (regarding a similar proposal), “because current regulatory and industry trends indicate a shift away from the use of gestation crates and shareholders would benefit from more information about how the company is evaluating and managing the potential risks associated with this changing landscape.”

•	“The use of gestation crates could place companies at a financial disadvantage from an operational perspective,” concludes Glass Lewis.

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•	Encourage leading practices for nutrient management and pollutant limits in its direct operations, suppliers, and contract farms, including by providing financial and technical support to help implement the policy;

•	Outline robust and transparent measures to prevent water pollution incidents;

•	Outline specific time-bound goals; and

•	Include a mechanism to regularly disclose progress on implementation.

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As part of our commitment to the environment, we have implemented an environmental management system (EMS) at each of our facilities in the United States. Modeled after the International Organization for Standardization 14001 criteria, our first EMS was implemented in 2004 followed by the remainder of our locations in 2009. We are now working to implement it in our recently acquired Hillshire Brands operations. Our EMS is designed to support achievement of our environmental sustainability goals and to drive year-over-year continual improvement in environmental compliance.

•

During fiscal year 2015, we operated 36 full-treatment and 55 pretreatment wastewater facilities in North America. These facilities are operated in accordance with site-specific permit requirements which are established by the local authorities governing these operations. On a monthly basis, these facilities submit water quality data via their Discharge Monitoring Reports to their respective governing authority. Our long-term goal for these facilities is to eliminate Notices of Violations and permit exceedances.

•

In fiscal year 2013, we formed a Water Council to ensure we have a comprehensive approach to sustainable water use. The goal of the Council is to understand the current landscape for water management in the world, how it relates to our global operations, and to create both short- and long-term plans for water management across our Company. Since the creation of the Council, we have completed a Stage Two Geographic Water Risk Assessment for all of our U.S. operations and conducted a review of U.S. water usage, infrastructure, conservation practices, and scarcity risks. We are now in the process of capital planning which will allow the Council and the Company to implement water sustainability goals.

•

We have reported water usage as part of our sustainability report since 2005; however, as part of our effort to be more transparent about the plans, strategies, and progress we are making to mitigate potential water risk, we have evaluated third-party reporting organizations and view the Carbon Disclosure Project as a credible and reliable organization that will make our efforts to communicate how we are responsibly managing water even more transparent. For this reason, we have elected to participate in the 2016 Carbon Disclosure Project Water Questionnaire.

•

We depend on independent farm families to supply our plants with chicken, beef, and pork. As of October 3, 2015, we contracted with over 3,800 independent poultry producers who operate more than 5,000 farms and bought cattle and hogs from approximately 6,100 independent producers. We strive to support independent farm families in their efforts to run their businesses wisely and to be independent and sustainable enterprises.

•

We have been active in the development of life cycle assessments (LCAs) for the production chain. For instance, we are involved in the National Pork Board’s water, air, land, and carbon footprint assessment. Additionally, we worked with the United Nations’ Food and Agriculture Organization Technical Advisory Group in the harmonization of LCA standards for poultry production, and we have partnered with U.S. Poultry and Egg and other poultry integrators to define sustainable poultry production for our U.S. operations. We are also a founding member of the U.S. Roundtable for Sustainable Beef, a multi-stakeholder initiative developed to advance continuous improvement in the environmental, social, and economic sustainability of the beef value chain.

•

In 2010, we implemented a Supplier Code of Conduct that sets forth the principles and high ethical standards that we strive to achieve and expect our supply partners to try to work toward throughout the course of our business relationship. These principles and ethical standards include, among other things, a dedication to protection of the environment and a commitment to sustainable business practices. We expect our supply partners to operate in a manner that strives to manage responsibly the impacts of their operations on the environment.

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•	Not only does the Company presently separate the roles of Chairman and CEO, but the Board also has a Lead Independent Director who presides over executive sessions of the Company’s independent and non-management directors.

•	The shareholders’ interests have long been protected through the Company’s adherence to the Company’s Corporate Governance Principles, which provide that maintaining qualified, non-management directors on the Board is an integral part of effective governance, and 7 of the 9 current Board members are independent under the New York Stock Exchange listing requirements.

•

The Company maintains a strong and involved committee system with four committees: an Audit Committee, a Compensation and Leadership Development Committee, a Governance and Nominating Committee, and a Strategy and Acquisitions Committee, and all of the members of these committees are independent directors. Therefore, oversight of many critical matters for the Company is entrusted to independent directors. As a non-independent director, Mr. Tyson is not a member of any Board committee. Additionally, we have quarterly executive sessions of independent directors.

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•	“Firms adopt dual-class structures when their original owners are reluctant to cede control; later, these firms…invest less, grow slower, and are valued lower.”

•	“The more control that the insiders have, the more they can pursue strategies that are at the expense of outside shareholders.”

•	“Controlled companies featuring multiple classes of shares generally underperform over the long term, are perceived as having more financial risk, and offer fewer rights to unaffiliated shareholders.”

•	“These findings present a serious challenge to advocates of controlled firms and their claims that such structures ultimately benefit all shareholders...it does not appear that shareholders benefit from this arrangement.”

•	“There is no management or leadership reason to have two classes of stock except to retain control,” says Sydney Finkelstein, Professor of Management and Associate Dean for Executive Education at Dartmouth’s Tuck School of Business.

•	The Council of Institutional Investors, whose members invest over $3 trillion, has asked NASDAQ and NYSE to stop listing new companies with dual share classes. “This is something that can be fixed and should be fixed,” said CII’s executive director.

•	Dual shares “can cause significant value destruction,” says a senior officer with the Florida State Board of Administration, which manages about $170 billion in pension and insurance funds.

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

•	Donnie Smith, President and Chief Executive Officer (“CEO”)

•	Dennis Leatherby, Executive Vice President and Chief Financial Officer (“CFO”)

•	Donnie King, President North American Operations

•	Noel White, President Poultry

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•	an evaluation of historical total compensation made to individuals with similar responsibilities at companies in the Compensation Peer Group;

•	an evaluation of the proposed total compensation in comparison to the Company’s other executive officers to provide compensation commensurate with level of responsibility; and

•	recommendations from the Company’s human resources group and data from Hay Group.

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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 EBIT target over the 2015, 2016 and 2017 fiscal years (the “cumulative EBIT criterion”); and

•	a comparison of the stock price of the Company’s Class A Common Stock relative to the stock prices of the Compensation Peer Group over the 2015, 2016 and 2017 fiscal years (the “stock price comparison 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. Leatherby’s contract provides for a salary of $566,500 (which had increased to $654,050 at the end of fiscal year 2015 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. The term of the contract is indefinite.

•	Mr. King’s contract provides for a salary of $800,000 (which had increased to $848,720 at the end of fiscal year 2015 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans

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Mr. White’s contract provides for a salary of $725,000 (which had increased to $770,250 at the end of fiscal year 2015 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. Additionally, Mr. White is entitled to personal use of Company-owned aircraft for up to 25 hours per year. The Company also agreed to reimburse Mr. White and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is indefinite.

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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 October 3, 2015. Our NEOs do not realize the value of equity-based awards until the awards vest. The actual value that an NEO 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.

(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 2015 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The grant date fair values for the performance stock awards are computed in accordance with the rules described in footnote (1). Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements of Compensation—Equity-Based Compensation—Performance Stock” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

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(3)	Amounts reflected in this column are cash payments made to NEOs 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 2015 on nonqualified deferred compensation as follows: Mr. Tyson - $0; Mr. Smith - $73,803; Mr. Leatherby - $27,324; Mr. King - $216; and Mr. White - $47,880. The amounts reflected in this column also include the change in pension values for fiscal year 2015 as follows: Mr. Tyson - $0; Mr. Smith - $2,372,779; Mr. Leatherby - $1,045,220; Mr. King - $1,189,498; and Mr. White - $1,367,014. 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 years 2013 and 2014 have been adjusted from amounts previously reported to reflect the following: (i) deletion of payments in each of the fiscal years 2013 and 2014 of $175,196 to Mr. Tyson under the SERP, which benefits are permitted to be excluded under applicable SEC executive compensation disclosure rules (see the section titled “Pension Benefits” for more information regarding the SERP; (ii) addition of the value of a gift provided in fiscal year 2014 by the Company to each of Messrs. Smith, Leatherby, King and White; and (iii) addition of tax reimbursements for fiscal years 2013 and 2014, respectively, for Mr. Tyson - $10,109 and $26,432, Mr. Smith - $1,044 and $48,425, Mr. Leatherby - $0 and $30,952, Mr. King - $1,053 and $50,168, and Mr. White - $38,348 and $77,115 in connection with (A) executive life insurance premiums paid by the Company in fiscal years 2013 and 2014 for each of Messrs. Smith, Leatherby, King and White, (B) taxes resulting from an increase in accumulated benefits under the SERP in fiscal years 2013 and 2014 for each of Messrs. Tyson and White, (C) spousal attendance at an event in fiscal years 2013 and 2014 for each of Messrs. Smith and King, and (D) a Company gift provided in fiscal year 2014 to each of Messrs. Smith, Leatherby, King and White. The amounts reflected in this column for fiscal year 2015 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.

*	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 2015, though attributable to performance in fiscal year 2015, as follows: Mr. Tyson - $72,091; Mr. Smith - $89,054; Mr. Leatherby - $37,227; Mr. King - $0; and Mr. White - $51,813 (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 2015” under “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2014 but paid in fiscal year 2015, as those awards were previously reported as fiscal year 2014 compensation.

(b)	The amounts in this column include premiums paid by the Company for a long-term disability insurance policy and the EMRP for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (c) through

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(c)	This amount includes $818,462 for personal use of Company-owned aircraft. This also includes amounts for personal security and event tickets.

(d)	This amount includes $156,601 for personal use of Company-owned aircraft and an amount for spousal attendance at an event.

(e)	This amount includes $105,537 for personal use of Company-owned aircraft and an amount for spousal attendance at an event.

(f)

This amount includes $103,137 for personal use of the Company-owned aircraft and an amount for spousal attendance at an event. This amount also includes $588,320 for relocation expenses, including the loss on the sale of his residence, in connection with Mr. White’s appointment as President of the Company’s poultry business. The incremental aggregate cost to the Company was determined based on the amounts paid directly to Mr. White or the service provider, as applicable.

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(1)

The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2015 under the Executive Incentive Plan based on the NEO’s salary on the date of the grant. The amounts paid to each NEO pursuant to this plan for fiscal year 2015 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table for Fiscal Years 2015, 2014 and 2013” in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the subsection titled “Elements of Compensation—Annual Performance Incentive Payments” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

(2)

The amounts in these columns represent (a) 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 18, 2014 and, (b) 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 13, 2014 and July 2, 2015. The vesting terms of the performance stock include the achievement of a three-year cumulative Adjusted EBIT target and a favorable stock price comparison with the stock prices of the Compensation Peer Group. The vesting terms of the restricted stock with performance criteria include, for the awards on November 13, 2014, the achievement of a three-year cumulative Adjusted EBIT of $100 million over the 2015 - 2017 fiscal years, and, for the awards approved on July 2, 2015, cumulative Adjusted EBIT of $125 million over the 2016 and 2017 fiscal years. Assuming all performance criteria are satisfied, (a) the awards approved on November 13, 2014 and November 18, 2014 will vest on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2017 fiscal year, and (b) the awards approved on July 2, 2015 will vest on July 1, 2018. 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.

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(3)	The amounts in this column represent nonqualified stock options that expire on November 21, 2024. 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.

(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 Years 2015, 2014 and 2013” in this Proxy Statement.

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(1)	The amounts listed in this column reflect a share price of $44.39, the closing price of our shares on the NYSE on October 2, 2015, the last trading day of our 2015 fiscal year.

(2)	This represents an award of restricted stock with performance criteria that vested on November 30, 2015 resulting from the satisfaction of the applicable performance criterion. The performance criterion was the achievement of cumulative Adjusted EBIT of more than $100 million for the 2013-2015 fiscal years.

(3)

This represents an award of performance stock that vested on November 30, 2015 resulting from the satisfaction of the following performance criteria: (a) cumulative Adjusted EBIT target of $3,844 million for the 2013-2015 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 2013-2015 fiscal years. Based on the actual level of performance, this award vested at 180.8% of the target award with respect to the cumulative Adjusted EBIT criterion and 200% with respect to the stock price comparison criterion.

(4)	These options vested and became exercisable on November 26, 2015.

(5)	One-half of these options vested and became exercisable on November 22, 2015, and the remaining options are scheduled to vest and become exercisable on November 22, 2016.

(6)	This represents an award of restricted stock with performance criteria that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2016 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT of $100 million.

(7)

This represents an award of performance stock that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2016 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT target and 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 2014-2016 fiscal years. The number of shares reported is based on the threshold performance goals as achievement of the performance criteria is not determinable at this time.

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(8)	One-third of these options vested and became exercisable on November 21, 2015. One-half of the remaining options are scheduled to vest and become exercisable on November 21, 2016 and the remaining options are scheduled to vest and become exercisable on November 21, 2017.

(9)	This represents an award of restricted stock with performance criteria that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2017 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT of $100 million.

(10)

This represents an award of performance stock that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2017 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT target and 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 2015-2017 fiscal years. The number of shares reported is based on the threshold performance goals as achievement of the performance criteria is not determinable at this time.

(11)	This represents an award of restricted stock with performance criteria that vests on July 1, 2018 subject to (i) the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2016 and 2017 fiscal years and (ii) the NEO’s continued employment with the Company through July 1, 2018.

(1)	Represents previously awarded performance stock that vested on September 30, 2014.

(2)	Amount based on our stock price of $39.37 on September 30, 2014, which was the vesting date.

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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 - 43 years, Mr. Smith - 34 years, Mr. Leatherby - 25 years, Mr. King - 33 years and Mr. White - 32 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 a previous executive of IBP, inc. (“IBP”), Mr. White also has an account balance in the Company’s Retirement Income Plan, a deferred compensation plan previously maintained by IBP 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 Years 2015, 2014 and 2013” in this Proxy Statement. The amounts in this column include post-fiscal year 2015 contributions made from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2015 performance as follows: Mr. Tyson - $90,114; Mr. Smith - $155,844; Mr. Leatherby - $46,534; Mr. King - $0; and Mr. White - $129,531.

(3)

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 2015, though attributable to performance in fiscal year 2015, as follows: Mr. Tyson - $72,091; Mr. Smith - $89,054; Mr. Leatherby - $37,227; Mr. King - $0; and Mr. White - $51,813. 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 Years 2015, 2014 and 2013” in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2015 executive contributions and Company matching contributions as described in footnotes (2) and (3) above.

(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 months, the remaining term of his employment contract.

(2)	This amount represents the continued payment of the NEO’s base salary for three years.

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(3)	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 October 3, 2015, based on our stock price of $44.39 on October 2, 2015.

(4)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEO’s coverage under the EMRP and 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 coverage under the EMRP and health insurance until each of their deaths, and his eligible dependents are entitled to coverage under the EMRP and 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.  For purposes of this table, this amount (a) includes an amount for coverage of his children until each reaches the age of 26, (b) excludes any amount for a spouse, as Mr. Tyson was not married as of October 3, 2015, and (c) excludes any amount for Mr. Tyson, as the period of time for coverage cannot be determined.  As of October 3, 2015, the annual costs for Mr. Tyson under the EMRP and health insurance totaled $11,583.

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

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