What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2021-11-15 compared with 2020-11-16 · 41 added, 81 removed, 50 unchanged (71% of the section changed)

LEGAL PROCEEDINGS

Refer to the description of certain legal proceedings pending against us under Part II, Item 8, Notes to Consolidated Financial Statements, Note 21:

Refer to the description of the Broiler Antitrust Civil Litigation, the Wage Rate Litigation and the Broiler Chicken Grower Litigation under the heading “Commitments and Contingencies” in Part II, Item 8, Notes to Consolidated Financial Statements, Note 21:

Commitments and Contingencies, which discussion is incorporated herein by reference.

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.

On June 6, 2019, our poultry rendering facility in Hanceville, Alabama, 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.

4 unchanged sentences

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

On November 30, 2018, we completed the acquisition of Keystone Foods from Marfrig.

At the time of closing, Keystone Foods subsidiary McKey Korea, LLC (“McKey Korea”) and three of its managers were under criminal indictment and being prosecuted in the Seoul Central District Court for The Republic of Korea.

That prosecution stems from alleged violations of the Livestock Products Sanitary Control Act with respect to the method of testing for Enterohemorrhagic E.

Coli employed by McKey Korea for beef patties produced in 2016 and 2017 at McKey’s Sejong City facility.

The indictment also includes charges alleging the unlawful refreezing of thawed product for storage.

All defendants have pled not guilty and deny all allegations.

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.

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.

On March 27, 2017, a second class action complaint making similar claims on behalf of a similarly defined putative class was filed in the United States District Court for the Eastern District of Oklahoma.

Plaintiffs in the two cases sought to have the matters consolidated, and, on July 10, 2017, filed a consolidated amended complaint styled In re Broiler Chicken Grower Litigation.

The plaintiffs allege, among other things, that the defendants colluded not to compete for broiler raising services “with the purpose and effect of fixing, maintaining, and/or stabilizing grower compensation below competitive levels.” The plaintiffs also allege that the defendants “agreed to share detailed data on [g]rower compensation with one another, with the purpose and effect of artificially depressing [g]rower compensation below competitive levels.” The plaintiffs contend these alleged acts constitute violations of the Sherman Antitrust Act and Section 202 of the Grain Inspection, Packers and Stockyards Act of 1921.

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, 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.

On August 13, 2021, the court approved a settlement of all claims with the State of Alabama related to this action on terms not material to the Company.

While we do not admit any liability as part of the settlement, we believe that the settlement was in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

On December 19, 2019, a putative class of direct purchasers filed a class action against us, other turkey suppliers, and Agri Stats, Inc.

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

1 unchanged sentence

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.

On April 13, 2020, a similar complaint was filed in the United States District Court for the Northern District of Illinois on behalf of a putative class of indirect purchasers of turkey 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.

Since the original filing, certain putative class members have opted out of the matter and are proceeding with individual direct actions making similar claims, and others may do so in the future.

In April 2021, we reached agreement to settle all claims with the putative direct purchaser class for $4.625 million and with the putative commercial and institutional indirect purchaser class for $1.75 million.

On May 25, 2021, the Court granted preliminary approval of the settlement with the putative direct purchaser class, and the final fairness hearing is scheduled for January 6, 2022.

On July 26, 2021, the court granted preliminary approval of the settlement with the putative commercial and institutional indirect purchaser class, and the final approval hearing is expected to be held in early 2022.

While we do not admit any liability as part of the settlements, we believe that the settlements were in the best interests of the Company and its shareholders to avoid the uncertainty, risk, expense and distraction of protracted litigation.

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.

7 unchanged sentences

As of October 2, 2021, we had approximately 137,000 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.

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

Additionally, we are subject to other lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the conduct of our business.

8 unchanged sentences

The name, title, age (as of October 2, 2021) and calendar year of initial election to executive office of our executive officers are listed below:

Name Title Age Year Elected

Executive Officer

Chairman of the Board of Directors

Executive Vice Chairman of the Board of Directors

President and Chief Executive Officer

Stewart Glendinning

Executive Vice President and Chief Financial Officer

Group President Poultry

Chris Langholz

President International

Noelle O'Mara

Group President Prepared Foods

President Global McDonald's Business

Executive Vice President and Chief Customer Officer

Johanna Söderström

Executive Vice President and Chief Human Resources Officer

Scott Spradley

Executive Vice President and Chief Technology Officer

Stephen Stouffer

Group President Fresh Meats

Phillip Thomas

Vice President, Controller and Chief Accounting Officer

Executive Vice President and General Counsel

Chief Sustainability Officer

Justin Whitmore

Executive Vice President Alternative Proteins

Tyson Chairman of the Board of Directors 68 2011

David Bray Group President Poultry 52 2021

Stewart Glendinning Executive Vice President and Chief Financial Officer 56 2017

Donnie King President and Chief Executive Officer 59 2019

Chris Langholz Group President International 58 2020

Shane Miller Group President Fresh Meats 52 2021

Jason Nichol Chief Customer Officer 49 2021

Noelle O'Mara Group President Prepared Foods 42 2019

Johanna Söderström Executive Vice President and Chief People Officer 50 2020

Scott Spradley Executive Vice President and Chief Technology and Automation Officer 56 2017

Phillip Thomas Vice President, Controller and Chief Accounting Officer 46 2020

Amy Tu Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs 54 2017

Tyson Executive Vice President, Strategy and Chief Sustainability Officer 31 2019

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.

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.

David Bray was appointed Group President Poultry in June 2021 after serving as Senior Vice President, Retail Poultry and Case Ready Meats since August 2020 and as Senior Vice President, Grocery from April 2017 to July 2020.

Bray previously served as Vice President, Grocery Sales from September 2014 to April 2017 and as Vice President, Consumer Product Customer Development from March 2011 to September 2014.

Bray was employed at Kraft Foods Group prior to joining the 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.

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.

Donnie King was appointed President and Chief Executive Officer in June 2021 after serving as Chief Operating Officer since February 2021 and Group President Poultry since September 2020.

King served as Group President, International and Chief Administration Officer from February 2019 to September 2020 in addition to the role of Group President, International from January 2019 to February 2020.

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

2 unchanged sentences

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

Chris Langholz was appointed President, International in February 2020.

Chris Langholz was appointed Group President, International in October 2021 after serving as President, International since February 2020.

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

Shane Miller was appointed Group President, Fresh Meats in February 2021 after serving as Chief Operating Officer, Fresh Meats since October 2020.

Miller previously served as Senior Vice President and General Manager, Beef Enterprise from January 2019 to October 2020, Senior Vice President, General Manager, Value Added & Case Ready from February 2018 to January 2019, Senior Vice President, Pork from July 2015 to February 2018 and Senior Vice President, Pork Margin Management from May 2013 to July 2015.

Miller has held numerous other management and leadership roles since joining the Company in 2002.

Jason Nichol was appointed Chief Customer Officer in February 2021 after serving as Senior Vice President, Walmart since March 2016 and as Vice President, Walmart from his initial employment by the Company in April 2015 to February 2016.

Nichol was employed by Nabisco, Cott Beverages and Scotts Miracle-Gro 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.

O'Mara was employed at Kraft Foods Group prior to joining the Company.

Doug Ramsey was appointed Group President, Global McDonald's Business in January 2019, after serving as Group President, Poultry since 2017.

Ramsey previously served as Senior Vice President, Big Bird/Fowl since 2014, and Senior Vice President and GM Value-Added since 2011.

Ramsey was initially employed by the Company in 1992.

Scott Rouse was appointed Executive Vice President and Chief Customer Officer in 2014, after serving as Senior Vice President, Customer Development since 2006.

Rouse was initially employed by the Company in 2004.

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

Johanna Söderström was appointed Executive Vice President and Chief People Officer in October 2021 after serving as Executive Vice President and Chief Human Resources Officer since 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.

Scott Spradley was appointed Executive Vice President and Chief Technology and Automation Officer in October 2021 after serving as Executive Vice President and Chief Technology Officer since 2017.

Spradley was employed by Hewlett Packard Enterprise prior to joining the Company.

Stouffer was appointed Group President, Fresh Meats in October 2018, after serving as President, Fresh Meats since 2013, and Senior Vice President, Beef Margin Management since 2012.

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.

Amy Tu was appointed Executive Vice President and Chief Legal Officer and Secretary, Global Governance and Corporate Affairs in October 2021 after serving as Executive Vice President, General Counsel and Secretary since November 2020 and Executive Vice President and General Counsel since December 2017.

Tu was employed by The Boeing Company prior to joining the Company.

Tyson was appointed Chief Sustainability Officer in September 2019, after serving as Director, Office of the Chief Executive Officer since May 2019.

Tyson was appointed Executive Vice President, Strategy and Chief Sustainability Officer in October 2021 after serving as Chief Sustainability Officer since September 2019, and Director, Office of the Chief Executive Officer since May 2019.

Tyson has been an observer at the Company’s board of directors’ meetings since 2014.

He is also a lecturer at the Sam M.

Walton School of Business at the University of Arkansas.

He was employed by J.P.

Morgan as a private equity and venture capital investor 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