Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report (the Evaluation Date), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Management's report on the Company's internal control over financial reporting is included on page 35 of this report. The report of the Company's independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page 36 of this report.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) through the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
During the fiscal quarter ended October 29, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as the terms are defined in Item 408(a) of Regulation S-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information under “Item 1 – Election of Directors”, “Board Independence”, and information under “Board of Director and Committee Meetings” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2024, is incorporated herein by reference.
Information concerning Executive Officers is set forth in Part I of this Annual Report on Form 10-K, pursuant to Instruction to Item 401 of Regulation S-K.
The Company has adopted a Code of Ethical Business Conduct in compliance with applicable rules of the Securities and Exchange Commission that applies to its principal executive officer, its principal financial officer, and its principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethical Business Conduct is available on the Company’s website at www.hormelfoods.com , free of charge, under the caption, “Investors – Governance – Governance Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment
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to, or waiver from, a provision of this Code of Ethical Business Conduct by posting such information on the Company’s website at the address and location specified above.
Item 11. EXECUTIVE COMPENSATION
Information commencing with “Executive Compensation” through "CEO Pay Ratio Disclosure”, and information under “Compensation of Directors” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2024, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding the Company's equity compensation plans as of October 29, 2023, is presented below:
Plan Category Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights (1)
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (2)
Number of Securities Remaining Available for Future Issuance
under Equity Compensation
Plans (Excluding Securities Reflected in Column (a))
(a) (b) (c)
Equity Compensation Plans Approved by
Security Holders 17,268,449 $37.61 10,099,031
Equity Compensation Plans Not Approved by
Security Holders — — —
Total 17,268,449 $37.61 10,099,031
(1) Includes 16,383,844 stock options, 722,899 restricted stock units, 43,502 restricted shares and 118,204 deferred stock units.
(2) Only includes the weighted-average exercise price of outstanding stock options.
Information under “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2024, is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information under “Related Party Transactions” and “Board Independence” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2024, is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Preapproval Policies and Procedures” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 30, 2024, is incorporated herein by reference.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Hormel Foods Corporation for the fiscal year ended October 29, 2023, are filed as part of this report:
Consolidated Statements of Operations – Fiscal Years Ended October 29, 2023, October 30, 2022, and October 31, 2021.
Consolidated Statements of Comprehensive Income – Fiscal Years Ended October 29, 2023, October 30, 2022, and October 31, 2021.
Consolidated Statements of Financial Position – October 29, 2023 and October 30, 2022.
Consolidated Statements of Changes in Shareholders’ Investment – Fiscal Years Ended October 29, 2023, October 30, 2022, and October 31, 2021.
Consolidated Statements of Cash Flows – Fiscal Years Ended October 29, 2023, October 30, 2022, and October 31, 2021.
Notes to the Consolidated Financial Statements
Report of Management
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule of Hormel Foods Corporation required is submitted herewith:
Schedule II – Valuation and Qualifying Accounts and Reserves –Fiscal Years Ended October 29, 2023, October 30, 2022, and October 31, 2021.
HORMEL FOODS CORPORATION
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
In thousands
Additions/(Benefits)
Classification Balance at
Beginning
of Period Charged to Cost and Expenses Charged to Other Accounts (Describe)
Deductions
(Describe)
Balance at
End of Period
Valuation reserve deduction from assets account:
Fiscal year ended October 29, 2023
Allowance for doubtful accounts receivable
$ 3,507 $ 289 $ — $ 275 (1)
$ 3,557
( 36 ) (2)
Fiscal year ended October 30, 2022
Allowance for doubtful accounts receivable
$ 4,033 $ ( 646 ) $ — $ 31 (1)
$ 3,507
( 151 ) (2)
Fiscal year ended October 31, 2021
Allowance for doubtful accounts receivable
$ 4,012 $ 146 $ ( 12 ) (3)
$ 138 (1)
$ 4,033
( 25 ) (2)
(1) Uncollectible accounts written off.
(2) Recoveries on accounts previously written off.
(3) Consolidation of the Sadler's reserve.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
All other financial statements and schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
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HORMEL FOODS CORPORATION
LIST OF EXHIBITS
NUMBER DESCRIPTION OF DOCUMENT
3.1 (1)
Restated Certificate of Incorporation as amended January 27, 2016. (Incorporated by reference to Exhibit 3.1 to Hormel’s Annual Report on Form 10-K dated December 21, 2016, File No. 001-02402.)
3.2 (1)
Bylaws as amended to date. (Incorporated by reference to Exhibit 3(ii) to Hormel’s Current Report on Form 8-K dated May 21, 2018, File No. 001-02402.)
4. 1 (1)
Description of Capital Stock. (Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on December 6, 2019, File No. 001-02402.)
4. 2 (1)
Indenture dated as of April 1, 2011, between the Company and U.S. Bank National Association. (Incorporated by reference to Exhibit 4.3 to Hormel’s Registration Statement on Form S-3 filed on April 4, 2011, File No. 333-173284.)
4. 3 (1)
Form of 1.800% Notes due June 11, 2030. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 11, 2020, File No. 001-02402. )
4.4 (1)
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
4. 5 (1)
Form of 0.650% Notes due 2024 (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 3, 2021, File No. 001-02402.)
4. 6 (1)
Form of 1.700% Notes due 2028 (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 3, 2021, File No. 001-02402.)
4. 7 (1)
Form of 3.050% Notes due 2051 (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated June 3, 2021, File No. 001-02402.)
10. 1 (1)(3)
Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.2 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. 001-02402.)
10. 2 (1)(3)
First Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.3 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. 001-02402.)
10. 3 (1)(3)
Second Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.4 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. 001-02402.)
10. 4 (1)(3)
Third Amendment of Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement). (Incorporated by reference to Exhibit 10.5 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. 001-02402.)
10. 5 (1)(3)
Hormel Foods Corporation 2000 Stock Incentive Plan (Amended 1-31-2006). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated January 31, 2006, File No. 001-02402.)
10. 6 (1)(3)
Hormel Foods Corporation Executive Deferred Income Plan II (November 21, 2011 Restatement). (Incorporated by reference to Exhibit 10.1 to Hormel’s Current Report on Form 8-K dated November 21, 2011, File No. 001-02402.)
10. 7 (1)(3)
Form of Indemnification Agreement for Directors and Officers. (Incorporated by reference to Exhibit 10.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2012, File No. 001-02402.)
10. 8 (1)(3)
Hormel Foods Corporation 2009 Nonemployee Director Deferred Stock Plan (Plan Adopted November 24, 2008). (Incorporated by reference to Exhibit 10.2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2009, File No. 001-02402.)
10. 9 (1)(3)
Hormel Foods Corporation 2009 Long-Term Incentive Plan. (Incorporated by reference to Appendix A to Hormel’s definitive Proxy Statement filed on December 18, 2013, File No. 001-02402.)
10.1 0 (1)(3)
Hormel Survivor Income Plan for Executives (1993 Restatement). (Incorporated by reference to Exhibit 10.11 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 29, 2006, File No. 001-02402.)
10.1 1 (1)(3)
Hormel Foods Corporation 2018 Incentive Compensation Plan. (Incorporated by reference to Appendix A to Hormel's Definitive Proxy Statement filed on December 20, 2017, File No. 001-02402.)
10.1 2 (1)(3)
Hormel Foods Corporation Restricted Stock Award Agreement Under the 2018 Incentive Compensation Plan (Non-Employee Directors). (Incorporated by reference to Exhibit 10.1 to Hormel's Current Report on Form 8-K dated January 30, 2018, File No. 001-02402.)
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NUMBER DESCRIPTION OF DOCUMENT
10.1 3 (1)(3)
Hormel Foods Corporation Stock Option Agreement Under the 2018 Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.2 to Hormel's Current Report on Form 8-K dated January 30, 2018, File No. 001-02402.)
10.14 (1)(3)
Hormel Foods Corporation Restricted Stock Unit Agreement Under the 2018 Incentive Compensation Plan . (Incorporated by reference to Exhibit 10.15 to Hormel's Annual Report on Form 10-K for the fiscal year ended October 27, 2019, File No. 001-02402.)
10.15 (1)
First Amendment to the Credit Agreement, dated as of April 17, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and the lenders identified on the signature pages thereof. (Incorporated by reference to Exhibit 10.1 to Hormel's Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, File No . 001-02402 )
21.1 (2)
Subsidiaries of the Registrant.
23.1 (2)
Consent of Independent Registered Public Accounting Firm.
24.1 (2)
Power of Attorney.
31.1 (2)
Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 (2)
Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (2)
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 (2)
Hormel Food s Corporation Compensation Recovery Policy
101 (2)
The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Investment, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104 (2)
The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 2023, formatted in Inline XBRL (included as Exhibit 101).
(1)
Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference.
(2)
These exhibits transmitted via EDGAR.
(3)
Management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HORMEL FOODS CORPORATION
By: /s/ JAMES P. SNEE December 6, 2023
JAMES P. SNEE Date
Chairman of the Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ JAMES P. SNEE Chairman of the Board, President and Chief Executive Officer December 6, 2023
JAMES P. SNEE (Principal Executive Officer)
/s/ JACINTH C. SMILEY Executive Vice President and Chief Financial Officer December 6, 2023
JACINTH C. SMILEY (Principal Financial Officer)
/s/ PAUL R. KUEHNEMAN Vice President and Controller December 6, 2023
PAUL R. KUEHNEMAN (Principal Accounting Officer)
/s/ PRAMA BHATT*
Director December 6, 2023
PRAMA BHATT
/s/ GARY C. BHOJWANI* Director December 6, 2023
GARY C. BHOJWANI
/s/ STEPHEN M. LACY* Director December 6, 2023
STEPHEN M. LACY
/s/ ELSA A. MURANO* Director December 6, 2023
ELSA A. MURANO
Director
SUSAN K. NESTEGARD
/s/ WILLIAM A. NEWLANDS* Director December 6, 2023
WILLIAM A. NEWLANDS
/s/ CHRISTOPHER J. POLICINSKI* Director December 6, 2023
CHRISTOPHER J. POLICINSKI
/s/ JOSE L. PRADO* Director December 6, 2023
JOSE L. PRADO
/s/ SALLY J. SMITH* Director December 6, 2023
SALLY J. SMITH
/s/ STEVEN A. WHITE* Director December 6, 2023
STEVEN A. WHITE
/s/ RAYMOND G. YOUNG* Director December 6, 2023
RAYMOND G. YOUNG
/s/ MICHAEL P. ZECHMEISTER* Director December 6, 2023
MICHAEL P. ZECHMEISTER
*By: /s/ PAUL R. KUEHNEMAN December 6, 2023
PAUL R. KUEHNEMAN
as Attorney-In-Fact
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