Pilgrim's Pride Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PPC
Meat/Poultry/Fish
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 30, 2025
PILGRIM'S PRIDE CORPORATION
(Exact Name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (970 ) 506-8000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, the Board of Directors (the “Board”) of Pilgrim’s Pride Corporation (the “Company”) previously adopted, subject to stockholder approval, the Amended and Restated Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan (the “Restated 2019 LTIP”), which increased the number of shares of common stock, $0.01 par value, authorized for issuance under and made certain immaterial changes to the existing plan. As set forth in Item 5.07 below, the Company’s stockholders approved the Restated 2019 LTIP at the Company’s 2025 Annual Meeting of Stockholders held on April 1, 2025 (the “2025 Annual Meeting”). The Restated 2019 LTIP became effective as of the date of such stockholder approval.
The material features of the Restated 2019 LTIP are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2025 (the “2025 Proxy Statement”) in the section titled “Proposal 5 – Approval of Amended and Restated Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan,” which is incorporated herein by reference. Such description is qualified entirely by reference to the Restated 2019 LTIP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Additionally, a copy of the Company’s Restated 2019 Plan, marked to show changes, was filed as Appendix B to the 2024 Proxy Statement (additions are underlined and deletions are struck through).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2025, the Company held its Annual Meeting. The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:
1.The election of eight JBS Directors to the Board.
2.The election of two Equity Directors to the Board.
3.A stockholder advisory vote on executive compensation.
4.The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 28, 2025.
5.Approval of the Restated 2019 LTIP.
Proposals 1 and 2: Board of Directors Election
The stockholders of the Company elected all of the Company’s ten nominees for director at the Annual Meeting pursuant to the following votes:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Gilberto Tomazoni | 214,472,852 | 14,542,382 | — | |||||||||||||||||
| Wesley Mendonça Batista | 217,680,860 | 11,334,374 | — | |||||||||||||||||
| Joesley Mendonça Batista | 217,678,538 | 11,336,696 | — | |||||||||||||||||
| Andre Nogueira de Souza | 217,036,955 | 11,978,279 | — | |||||||||||||||||
| Farha Aslam | 227,798,847 | 1,216,387 | — | |||||||||||||||||
| Raul Padilla | 228,321,984 | 693,250 | — | |||||||||||||||||
| Joanita Karoleski | 219,716,432 | 9,298,802 | — | |||||||||||||||||
| Ajay Menon | 228,314,843 | 700,391 | — | |||||||||||||||||
| Wallim Cruz de Vasconcellos Junior | 222,555,679 | 6,459,555 | — | |||||||||||||||||
| Arquimedes A. Celis | 228,214,203 | 801,031 | — | |||||||||||||||||
Proposal 3: Say on Pay
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, including the compensation discussion and analysis, compensation tables and narrative discussion.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 217,528,144 | 11,277,057 | 210,033 | — | |||||||||||||||||
Proposal 4: Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm
The appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 28, 2025 was ratified at the Annual Meeting. The votes were cast as follows:
| For | Against | Abstain | ||||||||||||
| 228,933,354 | 69,566 | 12,314 | ||||||||||||
Proposal 5: Approval of the Restated 2019 LTIP
The Restated 2019 LTIP was approved at the Annual Meeting. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 228,051,261 | 765,324 | 198,649 | — | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
10.1† | ||||||||
† | Represents a management contract or compensation plan arrangement | |||||||
SIGNATURES
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.
| PILGRIM’S PRIDE CORPORATION | |||||||||||
| Date: | May 1, 2025 | /s/ Matthew Galvanoni | |||||||||
| Matthew Galvanoni | |||||||||||
Chief Financial Officer and Chief Accounting Officer | |||||||||||