What changed in this filing

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Item 3. Legal Proceedings

2020-11-16 compared with 2019-11-12 · 54 added, 34 removed, 77 unchanged (53% of the section changed)

3 unchanged sentences

Listed below are certain additional legal proceedings involving the Company and/or its subsidiaries.

On June 6, 2019, our poultry rendering facility in Hanceville, Alabama, recently acquired from American Proteins, Inc., experienced a release of partially treated wastewater that reached a nearby river and resulted in a fish kill.

We took remediation efforts and are cooperating with the Alabama Department of Environmental Management in its review.

We currently expect to pay a civil penalty in connection with the incident.

Related suits have also been filed, which include individual and collective claims for compensatory and punitive damages against us and other defendants for alleged contamination of the local water supply, property damage, diminution in property values, loss of recreational waterway use, lost non-profit revenue and business damages.

On June 6, 2019, our poultry rendering facility in Hanceville, Alabama, recently acquired from American Proteins, Inc.

in 2018, experienced a release of partially treated wastewater that reached a nearby river and resulted in a fish kill.

We took remediation efforts following the release to mitigate the impact.

The State of Alabama filed suit against Tyson Farms, Inc.

on April 29, 2020 for the June 6, 2019 release, as well as a prior release.

Related civil suits have also been filed, which include individual and collective claims for compensatory and punitive damages against us and other defendants for alleged contamination of the local water supply, personal injury, property damage, diminution in property values, loss of recreational waterway use, lost non-profit revenue and business damages.

Certain plaintiffs also allege that the facility’s historical and ongoing operations constitute a nuisance under Alabama law and are also seeking injunctive relief.

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All defendants have pled not guilty and deny all allegations.

The trial is expected to conclude in early 2020.

The trial concluded in October 2020.

McKey Korea faces a potential criminal fine of $100,000.

We have certain indemnification rights against Marfrig related to this matter.

The Environmental Protection Bureau (“EPB”) over our Tyson Nantong poultry complex in Jiangsu Province, China, alleges that we failed to complete certain environmental protection examinations and obtain approval of an environmental impact assessment.

The EPB estimates we owe approximately 2.25 million yuan (approximately U.S.

$316,000) in penalties.

We are cooperating with the EPB and are awaiting its final determination.

On January 27, 2017, Haff Poultry, Inc., Craig Watts, Johnny Upchurch, Jonathan Walters and Brad Carr, acting on behalf of themselves and a putative class of broiler chicken farmers, filed a class action complaint against us and certain of our poultry subsidiaries, as well as several other vertically-integrated poultry processing companies, in the United States District Court for the Eastern District of Oklahoma.

3 unchanged sentences

The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys’ fees on behalf of the putative class.

We and the other defendants filed a motion to dismiss on September 8, 2017.

That motion is pending.

We and the other defendants filed a motion to dismiss on September 8, 2017, and that motion was denied on January 6, 2020.

The parties are now conducting discovery in the Oklahoma action.

Additional named plaintiffs filed similar class action complaints in federal district courts in North Carolina, Colorado, Kansas and California.

On October 6, 2020, the named plaintiffs in the Oklahoma action filed a motion with the United States Judicial Panel on Multidistrict Litigation to transfer and consolidate all actions in the Eastern District of Oklahoma.

On December 19, 2019, Olean Wholesale Grocery Cooperative, Inc.

and John Gross and Company, Inc., acting on behalf of themselves and a putative class of all persons and entities who purchased turkey directly from a defendant or alleged co-conspirator during the class period of January 1, 2010 to January 1, 2017, filed a class action against us, turkey suppliers, and Agri Stats, Inc.

in the United States District Court for the Northern District of Illinois.

The plaintiffs allege, among other things, that the defendants entered into an agreement to exchange competitively sensitive information regarding turkey supply, production and pricing plans, all with the intent to artificially inflate the price of turkey, in violation of the Sherman Act.

Plaintiffs are seeking treble damages, pre- and post-judgment interest, costs and attorneys’ fees on behalf of the putative class.

On April 13, 2020, Sandee's Catering filed a similar complaint in the United States District Court for the Northern District of Illinois on behalf of itself and a putative class of all commercial and institutional indirect purchasers of turkey that purchased directly from a defendant or alleged co-conspirator during the class period of January 1, 2010 to January 1, 2017, alleging claims based on the Sherman Act and various state law causes of action.

The plaintiffs are seeking treble damages, pre- and post-judgment interest, costs, and attorneys' fees on behalf of the putative class.

We moved to dismiss the complaints, and on October 19, 2020, the court partially denied the motion.

On June 19, 2005, the Attorney General and the Secretary of the Environment of the State of Oklahoma filed a complaint in the United States District Court for the Northern District of Oklahoma against Tyson Foods, Inc., three subsidiaries and six other poultry integrators.

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Other Matters:

As of September 28, 2019 , we had approximately 141,000 employees and, at any time, have various employment practices matters outstanding.

As of October 3, 2020 , we had approximately 139,000 team members and, at any time, have various employment practices matters outstanding.

In the aggregate, these matters are significant to the Company, and we devote significant resources to managing employment issues.

8 unchanged sentences

No other family relationships exist among these officers.

The name, title, age (as of September 28, 2019) and calendar year of initial election to executive office of our executive officers are listed below:

The name, title, age (as of October 3, 2020) and calendar year of initial election to executive office of our executive officers are listed below:

Executive Officer

Chairman of the Board of Directors

Senior Vice President, Controller and Chief Accounting Officer

Executive Vice Chairman of the Board of Directors

President and Chief Executive Officer

Stewart Glendinning

Executive Vice President and Chief Financial Officer

Group President International and Chief Administration Officer

Group President Poultry

Mary Oleksiuk

Executive Vice President and Chief Human Resources Officer

Chris Langholz

President International

Noelle O'Mara

2 unchanged sentences

Executive Vice President and Chief Customer Officer

Johanna Söderström

Executive Vice President and Chief Human Resources Officer

Scott Spradley

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Group President Fresh Meats

Phillip Thomas

Vice President, Controller and Chief Accounting Officer

Executive Vice President and General Counsel

Chief Sustainability Officer

President and Chief Executive Officer

Justin Whitmore

Executive Vice President Alternative Proteins

John Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2001 until 2006.

Tyson has served as Chairman of the Board of Directors since 1998 and was previously Chief Executive Officer of the Company from 2000 until 2006.

Tyson was initially employed by the Company in 1973.

Steve Gibbs was appointed Senior Vice President, Controller and Chief Accounting Officer in December 2018.

Mr Gibbs previously served as the Chief Accounting Officer at Keurig Green Mountain, Inc.

Noel White was appointed to Executive Vice Chairman of the Board of Directors effective October 3, 2020, after serving as President and Chief Executive Officer since 2018, serving as Group President, Fresh Meats and International and Chief Operations Officer, each in 2017, President, Poultry since 2013, and Senior Group Vice President, Fresh Meats since 2009.

White was initially employed by IBP, inc.

("IBP") in 1983.

IBP was acquired by the Company in 2001.

Dean Banks was appointed President and Chief Executive Officer, effective as of October 3, 2020.

Banks has served as President of the Company since December 20, 2019.

Prior to joining the Company as President, Mr.

Banks was a Project Lead and on the Leadership Team at X (formerly Google [x]), an Alphabet Inc.

company, prior to which he was a managing partner and interim CEO at SEED Ventures since 2015.

He has also previously served in leadership and consulting roles with IntraCelluar Technologies, now Vergent Bioscience, where he remains a board member;

Cleveland Clinic Innovations and the Ohio Orthopedic Commercialization Center;

OrthoHelix (acquired by Tornier, Inc.);

Connective Orthopaedics;

Highland Capital Partners, Cytyc Corporation (acquired by Hologic), and Ethicon Endo-Surgery, a Johnson & Johnson company.

Stewart Glendinning was appointed Executive Vice President and Chief Financial Officer in February 2018 after serving as Executive Vice President since his initial employment by the Company in December 2017.

Donnie King was appointed Group President International and Chief Administration Officer in February 2019 after serving as Group President, International since January 2019.

King previously served as President North American Operations from 2015 to 2016 and President of North American Operations and Foodservice in 2014.

Glendinning was employed at Molson Coors Brewing Company prior to joining the Company.

Donnie King was appointed Group President, Poultry in September 2020 after serving as Group President, International and Chief Administration Officer since February 2019 and as Group President, International since January 2019.

King previously served as President, North American Operations from 2015 to 2016 and President, North American Operations and Foodservice in 2014.

King was initially employed by Valmac Industries in 1982.

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King was self-employed from 2016 to February 2019 before returning to the Company.

Chad Martin was appointed Group President, Poultry in January 2019 after serving as Senior Vice President and General Manager Beef Enterprise since 2017, having previously served as Vice President Beef Operations Specialist since 2016, and having previously served as Senior Director FSQA since 2007.

Martin was initially employed by IBP, inc.

("IBP") in 1998.

IBP was acquired by the Company in 2001.

Mary Oleksiuk was appointed Executive Vice President and Chief Human Resources Officer in 2014.

Oleksiuk previously served as Senior Vice President, Chief Human Resources Officer for The Hillshire Brands Company since 2012.

The Hillshire Brands Company was acquired by the Company in 2014.

Chris Langholz was appointed President, International in February 2020.

Langholz was President of Cargill Asia Pacific and President of International Protein prior to joining the Company.

Noelle O'Mara was appointed Group President, Prepared Foods in August 2019, after serving as Chief Marketing Officer since April 2019, having previously served as General Manager and Senior Vice President, Tyson Brands Deli and Innovation since 2018, Senior Vice President and General Manager Jimmy Dean Brands since 2017 and Vice President, Emerging Brands Innovation since joining the company in 2016.

5 unchanged sentences

Rouse was initially employed by the Company in 2004.

Johanna Söderström was appointed Executive Vice President and Chief Human Resources Officer in July 2020.

Söderström was employed by Dow Chemical Company prior to joining the Company.

Scott Spradley was appointed Executive Vice President and Chief Technology Officer in 2017.

2 unchanged sentences

Stouffer was initially employed by IBP in 1982.

Phillip Thomas was appointed Vice President, Controller and Chief Accounting Officer in July 2020 after serving as Vice President and Assistant Controller since March 2014, prior to which he served as Senior Director Financial Reporting since his initial employment with the Company in July 2008.

Amy Tu was appointed Executive Vice President and General Counsel in December 2017.

6 unchanged sentences

Morgan as a private equity and venture capital investor prior to joining the Company.

Noel White was appointed President and Chief Executive Officer in 2018, after serving as Group President, Fresh Meats and International and Chief Operations Officer, each in 2017, President, Poultry since 2013, and Senior Group Vice President, Fresh Meats since 2009.

White was initially employed by IBP in 1983.

Justin Whitmore, our Chief Sustainability Officer since his initial employment with the Company in May 2017, was appointed Executive Vice President Alternative Proteins in February 2019, after serving as Executive Vice President Continuous Improvement since 2018, after serving as Executive Vice President Corporate Strategy since December 2017, and Senior Vice President Corporate Strategy since August 2017.

Mr Whitmore was employed by McKinsey & Company prior to joining the Company.

Justin Whitmore was appointed Executive Vice President, Alternative Proteins in February 2019, after serving as our Chief Sustainability Officer since his initial employment with the Company in May 2017, where he also served as Executive Vice President, Continuous Improvement since 2018, after serving as Executive Vice President, Corporate Strategy since December 2017, and Senior Vice President Corporate Strategy since August 2017.

Prior to joining the Company, Mr Whitmore was employed by McKinsey & Company since 2014.

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.

What changed 10-K

Item 3. Legal Proceedings