Other Information
−Removed: On July 31, 2020, Tyson Foods, Inc.
−Removed: (together with its subsidiaries, the “Company”) Chief Executive Officer Noel White, 62, notified the Company’s Board of Directors (the “Board”) that he was stepping down as the Chief Executive Officer of the Company, effective October 3, 2020.
−Removed: White will remain as a member of the Board and employee of the Company and he was appointed Executive Vice Chairman of the Board effective October 3, 2020.
−Removed: On July 31, 2020, the Board appointed Dean Banks, 46, to the position of President and Chief Executive Officer, effective as of October 3, 2020.
−Removed: Banks has served as President of the Company since December 20, 2019.
−Removed: Prior to joining the Company, Mr.
−Removed: Banks was a senior executive at X, an Alphabet Inc.
−Removed: company, where he led the development of emerging technology products since 2016 (where he remains an advisor), prior to which he was a managing partner and interim CEO at SEED Ventures, a group investing in and developing early stage healthcare technologies, since 2015.
−Removed: He has also previously served in leadership and consulting roles with IntraCelluar Technologies, now Vergent Bioscience where he remains a board member;
−Removed: Cleveland Clinic Innovations and the Ohio Orthopedic Commercialization Center;
−Removed: OrthoHelix (acquired by Tornier, Inc.);
−Removed: Connective Orthopaedics;
−Removed: Highland Capital Partners, Cytyc Corporation (acquired by Hologic), and Ethicon Endo-Surgery, a Johnson & Johnson company.
−Removed: White nor Mr.
−Removed: Banks have any family relationships with any of the Company’s directors or executive officers.
−Removed: There are no arrangements or understandings between either Mr.
−Removed: Banks and any other persons pursuant to which Mr.
−Removed: White was selected as Executive Vice Chairman or Mr.
−Removed: Banks was selected as President and Chief Executive Officer.
−Removed: In addition, there are no transactions involving the Company, on the one hand, and Mr.
−Removed: Banks, on the other hand, that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
−Removed: On July 31, 2020, Stewart Glendinning, the Company’s Executive Vice President and Chief Financial Officer, stepped down from the position of interim Chief Accounting Officer, and the Company appointed Phillip W.
−Removed: Thomas, 45, to the position of Vice President, Controller and Chief Accounting Officer.
−Removed: Thomas previously served as the Company’s Vice President, Assistant Controller since 2014 and was initially employed with the Company in 2008.
−Removed: In connection with his appointment, Mr.
−Removed: Thomas will be entitled to receive an annual base salary of $267,800 and will be eligible to participate in the Company’s annual performance incentive plan and the Company’s long-term equity incentive program (“LTI Program”) under the Company’s 2000 Stock Incentive Plan.
−Removed: His LTI Program opportunity at the next award date is equal to $175,000 at the target level, with the dollar value thereto being weighted 25%, 25% and 50% among stock options, performance stock and restricted stock, respectively.
−Removed: Thomas is also eligible for the Executive Rewards Allowance (“ERA”), which provides him with an annual cash allowance of $12,000.
−Removed: The ERA is taxable income to Mr.
−Removed: Thomas and can be used for an array of items based on the needs of him and his family.
−Removed: There is no family relationship between Mr.
−Removed: Thomas and any director or other officer of the Company, nor is there any arrangement between Mr.
−Removed: Thomas and any other person(s) pursuant to which he was selected to serve as the Company’s Vice President, Controller and Chief Accounting Officer.
−Removed: In addition, there are no transactions involving the Company and Mr.
−Removed: Thomas that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
−Removed: The following exhibits are filed with this report.
+Added: The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.
Exhibit Description
−Removed: Term Loan Agreement, dated as of March 27, 2020, among the Company, the lenders party thereto, and Morgan Stanley Senior Funding, Inc.
−Removed: as administrative agent (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2020, Commission File No.
−Removed: 001-14704, and incorporated herein by reference).
+Added: ** Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Stock Options (CEO Special) - Stock Incentive Aware Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective October 5, 2020.
+Added: ** Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Performance Shares - Total Shareholder Return (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (5+1 Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (Contracted Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (International Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (International Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective November 20, 2020.
+Added: ** Form of Restricted Stock (Chairman and CEO Special) - Stock Incentive Aware Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc.
+Added: 2000 Stock Incentive Plan effective October 5, 2020.
31.1 ** Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following information from our Quarterly Report on Form 10-Q for the quarter ended June 27, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: 101 The following information from our Quarterly Report on Form 10-Q for the quarter ended January 2, 2021, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Shareholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
104 Cover Page Interactive Data File formatted in iXBRL.
+Added: * Indicates a management contract or compensatory plan or arrangement.
+Added: ** Filed herewith.
+Added: *** Furnished herewith.
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 thereunto duly authorized.
TYSON FOODS, INC.
−Removed: August 3, 2020
−Removed: /s/ Stewart Glendinning
+Added: February 11, 2021 /s/ Stewart Glendinning
Stewart Glendinning
Executive Vice President and Chief Financial Officer
−Removed: August 3, 2020
−Removed: /s/ Phillip W.
+Added: February 11, 2021 /s/ Phillip W.
Vice President, Controller and Chief Accounting Officer
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.