Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). Based on that evaluation, the CEO and CFO concluded that, as of October 1, 2022, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the 1934 Act. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 1, 2022. In making this assessment, we used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this evaluation under the framework in Internal Control - Integrated Framework (2013) issued by COSO, management concluded the Company’s internal control over financial reporting was effective as of October 1, 2022.
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The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal 2022 financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting as of October 1, 2022 as stated in its report which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the quarter ended October 1, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Entry into Material Definitive Agreement (Information Required Under Item 1.01 of Form 8-K):
On November 9, 2022, the Company entered into an amendment (the “SOFR Amendment”) of its existing $2.25 billion revolving credit facility dated September 30, 2021 with certain subsidiaries of the Company from time to time party thereto as subsidiary borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to change the reference rate for certain loans from the London interbank offered rate (commonly referred to as LIBOR) to a rate based either on Term SOFR or Daily Simple SOFR (each as defined in the SOFR Amendment), as applicable. All other terms and conditions of the revolving credit facility remain in full force and effect.
The foregoing description of the SOFR Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the SOFR Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (Information Required Under Item 2.03 of Form 8-K)
The information set forth above under Item 1.01 is incorporated herein by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See information set forth under the captions “Election of Directors” and “Board of Directors and Corporate Governance Information” in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held February 9, 2023 (the “Proxy Statement”), which information is incorporated herein by reference. Pursuant to general instruction G(3) of Annual Report on Form 10-K, certain information concerning our executive officers is included under the caption “Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated by reference herein.
We have a code of ethics as defined in Item 406 of Regulation S-K, which applies to all of our directors and team members, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This code of ethics, titled “Tyson Code of Conduct,” is available, free of charge on our website at http://ir.tyson.com.
We will post any amendments to the Code of Conduct, and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, on our website.
ITEM 11. EXECUTIVE COMPENSATION
See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal Year 2022,” “Compensation Discussion and Analysis,” “Report of the Compensation and Leadership Development Committee” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement, which information is incorporated herein by reference. However, pursuant to instructions to Item 407(e)(5) of Regulation S-K, the material appearing under the sub-heading “Report of the Compensation and Leadership Development Committee” shall be deemed “furnished” and not be deemed to be “filed” with the SEC, other than as provided in this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
See the information included under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in the Proxy Statement, which information is incorporated herein by reference.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following information reflects certain information about our equity compensation plans as of October 1, 2022:
Equity Compensation Plan Information
Number of
Securities to be
issued upon
exercise of
outstanding
options Weighted
average
exercise price
of outstanding
options Number of Securities remaining available for
future issuance under
equity compensation plans
(excluding Securities reflected
in the first column (a))
Equity compensation plans approved by security holders 6,029,628 $ 67.95 25,570,072
Equity compensation plans not approved by security holders — — —
Total 6,029,628 $ 67.95 25,570,072
(a) Shares of Class A Common Stock available for future issuance as of October 1, 2022, under the Stock Incentive Plan (8,459,910), the Employee Stock Purchase Plan (9,462,554) and the Retirement Savings Plan (7,647,608).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See the information included under the captions “Election of Directors,” “Board of Directors and Corporate Governance Information” and “Certain Transactions” in the Proxy Statement, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
See the information included under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Audit Committee Pre-Approval Policy” in the Proxy Statement, which information is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements
Consolidated Statements of Income for the three years ended October 1, 2022
Consolidated Statements of Comprehensive Income for the three years ended October 1, 2022
Consolidated Balance Sheets at October 1, 2022, and October 2, 2021
Consolidated Statements of Shareholders’ Equity for the three years ended October 1, 2022
Consolidated Statements of Cash Flows for the three years ended October 1, 2022
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
(2) Consolidated Financial Statement Schedules
Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended October 1, 2022
All other schedules are omitted because they are neither applicable nor required.
(3) Exhibits required by Item 601 of Regulation S-K
EXHIBIT INDEX
Exhibit No.
3.1 Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 1998, and incorporated herein by reference).
3.2 Sixth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2020, and incorporated herein by reference).
4.1 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the period ended September 28, 2019, and incorporated herein by reference).
4.2 Indenture dated June 1, 1995, by and between the Company and The Chase Manhattan Bank, N.A., as Trustee (the “Company Indenture”) (previously filed as Exhibit 4 to Registration Statement on Form S-3, filed with the Commission on December 18, 1997, Registration No. 333-42525, and incorporated herein by reference).
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4.3 Form of 7.0% Note due January 15, 2028, issued under the Company Indenture (previously filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 27, 1997, and incorporated herein by reference).
4.4 Supplemental Indenture dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 13, 2012, and incorporated herein by reference).
4.5 Form of 4.50% Senior Note due 2022 (previously filed as Exhibit 4.2 and included in Exhibit 4.1 to the Company's Current Report on Form 8‑K filed June 13, 2012, and incorporated herein by reference).
4.6 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).
4.7 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).
4.8 Form of 3.95% Senior Note due 2024 (included in Exhibit 4.4 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by reference).
4.9 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).
4.10 Form of 4.875% Senior Note due 2034 (included in Exhibit 4.6 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by reference).
4.11 Supplemental Indenture dated as of August 8, 2014, by and between the Company and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed August 8, 2014, and incorporated herein by reference).
4.12 Form of 5.15% Senior Note due 2044 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8‑K filed August 8, 2014, and incorporated herein by reference).
4.13 Indenture dated October 2, 1990, between Sara Lee Corporation and Continental Bank, N.A., as Trustee (the “Sara Lee Indenture”) (previously filed as Exhibit 4.1 to Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3 by Sara Lee Corporation, predecessor in interest to The Hillshire Brands Company, filed with the Commission on October 5, 1990, and incorporated herein by reference).
4.14 Form of 61/8% Notes due 2032 issued pursuant to the Sara Lee Indenture (previously filed as Exhibit 4.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, and incorporated herein by reference).
4.15 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.2 to the Company's Current Report on Form 8-k filed on June 2, 2017, and incorporated herein by reference).
4.16 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).
4.17 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).
4.18 Form of 3.55% Senior Notes due 2027 (previously filed as Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).
4.19 Supplemental Indenture dated June 2, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).
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4.20 Form of 4.55% Senior Notes due 2047 (previously filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed on June 2, 2017, and incorporated herein by reference).
4.21 Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference.
4.22 Form of 3.900% Senior Notes due 2023 (previously filed as Exhibit 4.2 to the Company ’ s Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference).
4.23 Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as Trustee, supplementing the Company Indenture (previously filed as exhibit 4.4 to the Company ’ s Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference.
4.24 Form of 5.100% Senior Notes due 2048 (previously filed as Exhibit 4.5 to the Company ’ s Current Report on Form 8-K filed on September 28, 2018, and incorporated herein by reference).
10.1 Revolving Credit Agreement, dated September 30, 2021, among Tyson Foods, Inc., the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., 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 October 4, 2021, and incorporated herein by reference).
10.2 ** First Amendment to the Revolving Credit Agreement, dated as of November 9, 2022, among Tyson Foods, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
10.3 * Second Amended and Restated Employment Agreement, dated November 9, 2017, by and between the Company and John Tyson (previously filed as Exhibit 10.76 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and incorporated herein by reference).
10.4 * Employment Agreement, effective as of June 2, 2021, by and between the Company and Donnie King (previously filed as Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, and incorporated herein by reference).
10.5 * Compensatory arrangement by and between the Company and John Randal Tyson (previously filed as Exhibit 10.17 to the Company ’ s Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.6 * Compensatory arrangement by and between the Company and Noelle O ’ Mara (previously filed as Exhibit 10.18 to the Company ’ s Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.7 * Offer Letter between Tyson Foods, Inc. and Christopher Langholz (previously filed as Exhibit 10.19 to the Company ’ s Current Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.8 * Second Amended and Restated Employment Agreement dated as of October 2nd, 2020, entered into between the Company and Noel W. White (previously filed as Exhibit 10.2 to the Company ’ s Current Report on Form 8-K filed October 8, 2020, and incorporated herein by reference).
10.9 * Offer Letter between Tyson Foods, Inc. and Johanna Söderström (previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference).
10.10 * Indemnity Agreement, dated as of September 28, 2007, between the Company and John Tyson (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 28, 2007, and incorporated herein by reference).
10.11 *
Form of Indemnity Agreement between Tyson Foods, Inc. and its directors and certain executive officers (previously filed as Exhibit 10.13 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and incorporated herein by reference).
10.12 * Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executives adopted February 4, 2005, and amended effective August 4, 2021 (previously filed as Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q for the fiscal period ended January 1, 2022, and incorporated herein by reference).
10.13 * Amended and Restated Tyson Foods, Inc. Employee Stock Purchase Plan, effective as of February 1, 2013 (previously filed as Exhibit 99.2 to Registration Statement on Form S-8 on February 22, 2013, Registration No. 333-186797, and incorporated herein by reference).
10.14 * First Amendment to the Tyson Foods, Inc. Employee Stock Purchase Plan, effective February 1, 2013 (previously filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).
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10.15 * Amended and Restated Executive Savings Plan of Tyson Foods, Inc. effective January 1, 2013 (previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).
10.16 * First Amendment to the Executive Savings Plan of Tyson Foods, Inc. effective November 16, 2017 (previously filed as Exhibit 10.7 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, and incorporated herein by reference).
10.17 * Tyson Foods, Inc. 2000 Stock Incentive Plan, amended and restated as of February 11, 2021 (previously filed as Exhibit A-1 to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 23, 2020, and incorporated herein by reference).
10.18 * Amended and Restated Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective January 1, 2017 (previously filed as Exhibit 10.68 to the Company ’ s Annual report on Form 10-K for the fiscal year ended October 1, 2016, and incorporated herein by reference).
10.19 * First Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective November, 16, 2017 (previously filed as Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference).
10.20 * Second Amendment to the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan effective February 2018 (previously filed as Exhibit 10.16 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended 12/30/2017, and incorporated herein by reference).
10.21 * Retirement Savings Plan of Tyson Foods, Inc. effective January 1, 2011 (previously filed as Exhibit 10.33 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended October 1, 2011, and incorporated herein by reference).
10.22 * First Amendment to the Retirement Savings Plan of Tyson Foods, Inc., as Amended and Restated as of January 1, 2011 (previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2013, and incorporated herein by reference).
10.23 * Amended and Restated Retirement Income Plan of IBP, inc. effective August 1, 2000, and Amendment to Freeze the Retirement Income Plan of IBP, inc. effective December 31, 2002 (previously filed as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2008, and incorporated herein by reference).
10.24 * Tyson Foods, Inc. Severance Pay Plan for Contracted Employees, as amended and restated effective December 1, 2017 (previously filed as Exhibit 10.15 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, and incorporated herein by reference).
10.25 * Executive Severance Plan effective October 15, 2018 (previously filed as Exhibit 10.65 to the Company ’ s Annual Report on Form 10-K for the period ended September 29, 2018, and incorporated herein by reference).
10.26 * Executive Severance Plan, as amended and restated effective February 15, 2020 (previously filed as Exhibit 10.4 to the Company ’ s Annual Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference).
10.27 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.28 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.29 * Form of Restricted Stock Subject to Performance Criteria - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.30 * Form of Restricted Stock Subject to Performance Criteria (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.7 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.31 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.8 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
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10.32 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.9 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.33 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.11 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.34 * Form of Restricted Stock (Director/Non-contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.12 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.35 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.13 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.36 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.14 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.37 * 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. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.15 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.38 * Form of Stock Appreciation Rights Award Agreement pursuant to which stock appreciation rights are awarded under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 17, 2017 (previously filed as Exhibit 10.16 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 29, 2018, and incorporated herein by reference).
10.39 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.40 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.41 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.42 * 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. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.43 * Form of Restricted Stock Subject to Performance Criteria - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.44 * Form of Restricted Stock Subject to Performance Criteria (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.45 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.7 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
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10.46 * Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.8 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.47 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.9 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.48 * Form of Restricted Stock (International Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.10 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.49 * Form of Restricted Stock (International Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.11 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.50 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.12 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.51 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.13 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.52 * Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 18, 2019 (previously filed as Exhibit 10.14 to the Company ’ s Quarterly Report on Form 10-Q for the period ended December 28, 2019, and incorporated herein by reference).
10.53 * Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.54 * Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.55 * Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.56 * Form of Stock Options (CEO Special) - Stock Incentive Aware Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective October 5, 2020 (previously filed as Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.57 * Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.58 * Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.59 * Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.7 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
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10.60 * Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.8 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.61 * Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.9 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.62 * Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.10 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.63 * 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. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.11 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.64 * Form of Restricted Stock (5+1 Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.12 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.65 * Form of Restricted Stock (Contracted Special) - Stock Incentive Award Agreement pursuant to which restricted stock awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.13 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.66 * Form of Restricted Stock (International Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.14 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.67 * Form of Restricted Stock (International Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 20, 2020 (previously filed as Exhibit 10.15 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.68 * 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. 2000 Stock Incentive Plan effective October 5, 2020 (previously filed as Exhibit 10.16 to the Company ’ s Quarterly Report on Form 10-Q for the period ended January 2, 2021, and incorporated herein by reference).
10.69 Form of Performance Shares – Return on Invested Capital (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference).
10.70 Form of Performance Shares – Return on Invested Capital (Contracted) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc. 2000 Stock Incentive Plan effective November 19, 2021 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended January 1, 2022, and incorporated herein by reference).
21 ** Subsidiaries of the Company.
23 ** Consent of PricewaterhouseCoopers LLP.
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.
31.2 ** Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101 The following financial information from our Annual Report on Form 10-K for the year ended October 1, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
104 Cover Page Interactive Data File formatted in iXBRL.
* Indicates a management contract or compensatory plan or arrangement.
** Filed herewith
*** Furnished herewith
FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Three years ended October 1, 2022
Additions
in millions Balance at
Beginning
of Period Charged to
Costs and
Expenses Charged to
Other
Accounts (Deductions) Balance at End
of Period
Allowance for Credit Losses:
2022 $ 25 $ 6 $ — $ ( 2 ) $ 29
2021 26 5 — ( 6 ) 25
2020 21 9 — ( 4 ) 26
Inventory Lower of Cost or Net Realizable Value Allowance:
2022 $ 47 $ 36 $ — $ ( 23 ) $ 60
2021 27 79 — ( 59 ) 47
2020 34 102 — ( 109 ) 27
Valuation Allowance on Deferred Tax Assets:
2022 $ 151 $ 44 $ — $ — $ 195
2021 127 24 — — 151
2020 86 35 13 ( 7 ) 127
ITEM 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to 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.
TYSON FOODS, INC.
By: /s/ John R. Tyson November 14, 2022
John R. Tyson
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By: /s/ Phillip W. Thomas November 14, 2022
Phillip W. Thomas
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
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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 date indicated.
/s/ John H. Tyson Chairman of the Board of Directors November 14, 2022
John H. Tyson
/s/ Les R. Baledge Director November 14, 2022
Les R. Baledge
/s/ Mike Beebe Director November 14, 2022
Mike Beebe
/s/ Maria Claudia Borras Director November 14, 2022
Maria Claudia Borras
/s/ David J. Bronczek Director November 14, 2022
David J. Bronczek
/s/ Mikel A. Durham Director November 14, 2022
Mikel A. Durham
/s/ Donnie King President, Chief Executive Officer, and Director November 14, 2022
Donnie King (Principal Executive Officer)
/s/ Jonathan D. Mariner Director November 14, 2022
Jonathan D. Mariner
/s/ Kevin M. McNamara Vice Chairman of the Board of Directors November 14, 2022
Kevin M. McNamara
/s/ Cheryl S. Miller Director November 14, 2022
Cheryl S. Miller
/s/ Jeffrey K. Schomburger Director November 14, 2022
Jeffrey K. Schomburger
/s/ Phillip W. Thomas Vice President, Controller and Chief Accounting Officer November 14, 2022
Phillip W. Thomas (Principal Accounting Officer)
/s/ Barbara A. Tyson Director November 14, 2022
Barbara A. Tyson
/s/ John R. Tyson Executive Vice President and Chief Financial Officer November 14, 2022
John R. Tyson (Principal Financial Officer)
/s/ Noel White Executive Vice Chairman of the Board of Directors November 14, 2022
Noel White
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