Document


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 7, 2019

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 West 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))

Indicate by check mark whether the registrant is an emerging growth company 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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of the Company was held on February 7, 2019. Matters voted on by shareholders included (i) the election of directors to the Company’s board of directors, (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 September 29, 2018, (iii) a shareholder proposal to request a report disclosing the Company’s policy and procedures, expenditures, and other activities related to lobbying and grassroots lobbying communications (“Proposal No. 1”), and (iv) a shareholder proposal to request a report disclosing the Company’s human rights due diligence process (“Proposal No. 2”). The results of the shareholders’ votes are reported below.

(i)
With respect to the election of directors:


Directors
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
John Tyson
924,632,419
5,032,536
175,889
25,100,116
Gaurdie E. Banister Jr.
883,854,431
45,778,701
207,712
25,100,116
Dean Banks
859,636,236
69,990,412
214,196
25,100,116
Mike Beebe
859,500,881
70,130,250
209,713
25,100,116
Mikel A. Durham
859,679,195
69,956,260
205,389
25,100,116
Kevin M. McNamara
923,697,555
5,938,081
205,208
25,100,116
Cheryl S. Miller
926,383,132
3,255,532
202,180
25,100,116
Jeffrey K. Schomburger
923,751,619
5,890,345
198,880
25,100,116
Robert Thurber
851,831,933
77,805,243
203,668
25,100,116
Barbara A. Tyson
924,199,159
5,447,181
194,504
25,100,116
Noel White
927,022,573
2,619,210
199,061
25,100,116

(ii)
With respect to the ratification of the Company’s selection of PwC:

Votes For
950,388,244

Votes Against
4,280,321

Votes Abstained
272,395


(iii)
With respect to Proposal No. 1:

Votes For
103,798,537
Votes Against
824,879,498
Votes Abstained
1,162,809
Broker Non-Votes
25,100,116

(iv)
With respect to Proposal No. 2:

Votes For
51,208,220
Votes Against
872,950,533
Votes Abstained
5,682,091
Broker Non-Votes
25,100,116






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 11, 2019
 
By:
/s/ R. Read Hudson
 
 
 
 
 
 
Name:
R. Read Hudson
 
 
Title:
Senior Vice President, Associate General Counsel and Secretary