7 unchanged sentences
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 33 of this report.
−Removed: 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.
+Added: The Company is in the midst of a multi-year transformation project to achieve better analytics, customer service and process efficiencies through the use of Oracle Cloud Solutions.
+Added: During the fourth quarter of fiscal 2024, the Company began implementing the order-to-cash phase at certain business locations.
+Added: Additional implementations will continue over the next several years.
+Added: Emphasis has been on the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout each development and deployment phase.
+Added: With the exception of the order-to-cash implementation described above, 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 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
−Removed: 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.
+Added: During the fiscal quarter ended October 27, 2024, no director or officer of the Company adopted, modified, 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.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: 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.
+Added: Information under “Item 1 – Election of Directors”, “Board Independence”, “Delinquent Section 16(a) Reports”, “Board of Director Meetings”, “Board Committees”, and “Insider Trading Policy, including Stock Hedging and Pledging Policies” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, 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.
−Removed: 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
−Removed: 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.
+Added: 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 – Documents.” The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment 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.
EXECUTIVE COMPENSATION
−Removed: 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.
+Added: Information commencing with “Executive Compensation” through "Pay Versus Performance Disclosure”, and information under “Compensation of Directors” and “Equity Grant Timing” in the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2025, is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Plans (Excluding Securities Reflected in Column (a))
−Removed: Equity Compensation Plans Approved by
−Removed: Security Holders 17,268,449 $37.61 10,099,031
−Removed: Equity Compensation Plans Not Approved by
−Removed: Security Holders — — —
+Added: Equity Compensation Plans Approved by Security Holders 17,049,227 38.43 8,208,947
+Added: Equity Compensation Plans Not Approved by Security Holders — — —
Total 17,049,227 38.43 8,208,947
37 unchanged sentences
(2) Recoveries on accounts previously written off.
−Removed: (3) Consolidation of the Sadler's reserve.
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
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Restated Certificate of Incorporation as amended January 31 , 20 24 .
−Removed: (Incorporated by reference to Exhibit 3.1 to Hormel’s Annual Report on Form 10-K dated December 21, 2016, File No.
+Added: (Incorporated by reference to Exhibit 3.1 to Hormel’s Quarterly Report on Form 10- Q for the quarter ended January 28, 2024 , File No.
Bylaws as amended to date.
1 unchanged sentence
Description of Capital Stock.
−Removed: (Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on December 6, 2019, File No.
+Added: (Incorporated by reference to Exhibit 4.3 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended Octo ber 28 , 2019, File No.
Indenture dated as of April 1, 2011, between the Company and U.S.
2 unchanged sentences
Form of 1.800% Notes due June 11, 2030.
−Removed: (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 11, 2020, File No.
+Added: (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K dated June 4 , 2020, File No.
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.
2 unchanged sentences
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.
−Removed: 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.
+Added: Form of 4.800% Notes Due March 30, 2027.
+Added: (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 5 , 2024, File No.
Hormel Foods Corporation Supplemental Executive Retirement Plan (2007 Restatement).
19 unchanged sentences
(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.
+Added: NUMBER DESCRIPTION OF DOCUMENT
10.1 1 (1)(3)
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(Incorporated by reference to Exhibit 10.1 to Hormel ’ s Current Report on Form 8-K dated January 30, 2018, File No.
−Removed: NUMBER DESCRIPTION OF DOCUMENT
10.1 3 (1)(3)
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(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.
+Added: 10.1 6 (1)(3)
+Added: Hormel Foods Corporation Long-Term Incentive Plan Award Agreement Under the 2018 Incentive Compensation Plan.
+Added: (Incorporated by reference to Exhibit 10.1 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024, File No.
+Added: 10.1 7 (1)(3)
+Added: Hormel Foods Corporation Stock Option Agreement Under the 2018 Incentive Compensation Plan.
+Added: (Incorporated by reference to Exhibit 10.
+Added: 2 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024, File No.
+Added: 10.1 8 (1)(3)
+Added: Hormel Foods Corporation Restricted Stock Unit Agreement Under the 2018 Incentive Compensation Plan.
+Added: (Incorporated by reference to Exhibit 10.
+Added: 3 to Hormel’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2024 , File No.
+Added: Hormel Foods Corporation I nside r Trading Policy .
Subsidiaries of the Registrant.
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Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Hormel Food s Corporation Compensation Recovery Policy
+Added: Hormel Foods Corporation Compensation Recovery Policy .
+Added: (Incorporated by reference to Exhibit 97.1 to Hormel’s Annual Report on Form 10-K for the fiscal year ended October 2 9 , 20 23 , File No.
The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended October 27, 2024, formatted in Inline XBRL:
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CHRISTOPHER J.
−Removed: PRADO* Director December 6, 2023
+Added: /s/ DEBBRA L.
+Added: December 5, 2024
SMITH* Director December 5, 2024
1 unchanged sentence
WHITE* Director December 5, 2024
−Removed: /s/ RAYMOND G.
−Removed: YOUNG* Director December 6, 2023
/s/ MICHAEL P.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.