Tyson Foods Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$TSN
Meat/Poultry/Fish
Consumer Staples
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): May 8, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 8, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Tyson Foods, Inc. (the “Company”) increased the size of the Board from thirteen to fifteen directors and appointed Ms. Olivia Tyson and Mr. John R. Tyson as members of the Board. The Board also appointed Ms. Tyson to serve on the Board’s Compensation and Leadership Development Committee and Technology Committee, and appointed Mr. Tyson to serve on the Strategy and Acquisitions Committee and Technology Committee.
Prior to his appointment to the Board, Mr. Tyson most recently served as a Senior Vice President of the Company and his compensation included an annual base salary of $200,000, a target annual incentive payment of 70% of his base salary, which will be pro-rated for his time served in the role, and an award of restricted stock units on February 7, 2025, with a grant date fair value of $190,000. As of the Effective Date, Mr. Tyson’s cash and equity compensation will be equal to that provided to the Company’s non-employee directors, as specified by the Company’s current director compensation policy, with the equity grant to be made in November. Mr. Tyson remains an employee of the Company.
Ms. Tyson will receive compensation in accordance with the Company’s current director compensation policy.
Ms. Tyson and Mr. Tyson are the children of John H. Tyson, the Chairman of the Board of the Company. Transactions required to be reported under Item 404(a) of Regulation S-K are disclosed under the “Certain Transactions” section in the Company’s proxy statement filed on December 18, 2024, and such information is incorporated by reference into this Current Report on Form 8-K. There are no arrangements or understandings pursuant to which they were appointed as directors.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the appointments of Ms. Tyson and Mr. Tyson to the Board is furnished as Exhibit 99.1.
The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File formatted in iXBRL. | ||||
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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: May 8, 2025 | By: | /s/ Curt T. Calaway | |||||||||
| Name: | Curt T. Calaway | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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