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What changed 10-Q

Item 5. Other Information

2023-02-06 compared with 2022-08-08 · 36 added, 4 removed, 18 unchanged (69% of the section changed)

Other Information

On February 1, 2023, the Compensation and Leadership Development Committee of our Board of Directors approved and adopted certain amendments to the Company’s Executive Severance Plan, as amended and restated effective February 15, 2020 (the “Executive Severance Plan”), effective October 1, 2023.

The material changes in this amendment include changing performance-based payouts under the provisions of the Company’s Annual Incentive Plan such that when a covered officer’s Date of Termination (as defined in the Executive Severance Plan) occurs in the first, second or third quarters of the Company’s fiscal year, the performance-based payout will be based on actual performance for such fiscal year (rather than target performance for such fiscal year) and such amount will be determined following the disclosure of performance results and any adjustments, and clarifying additional circumstances under which severance pay and benefits may be canceled or refunded back to the Company.

The other material terms and conditions in the Executive Severance Plan remain substantially unchanged and in full force and effect.

The foregoing summary of the amendments to the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of amended Executive Severance Plan, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.

Exhibit Description

** Release Agreement dated as of January 17, 2023 between Tyson Foods, Inc.

and Scott Spradley.

** Executive Severance Plan, as amended and restated effective October 1, 2023.

** Form of Stock Options (Contracted) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Stock Options (5+1) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Stock Options (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Stock Options (CEO & Other CT) - Stock Incentive Award Agreement pursuant to which stock option awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Restricted Stock (Contracted) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Restricted Stock (Director/Non-Contract) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Restricted Stock (5+1) - Stock Incentive Award Agreement pursuant to which restricted share awards are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Performance Shares - Operating Income - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Performance Shares - Operating Income (5+1) - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** Form of Performance Shares - Total Shareholder Return - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** 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.

Stock Incentive Plan effective November 18, 2022.

** Form of Performance Shares - Return on Invested Capital - Stock Incentive Award Agreement pursuant to which performance shares are granted under the Tyson Foods, Inc.

Stock Incentive Plan effective November 18, 2022.

** 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.

Stock Incentive Plan effective November 18, 2022.

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.

101 The following information from our Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 , formatted in iXBRL (inline eXtensible Business Reporting Language):

101 The following information from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 , 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.

5 unchanged sentences

TYSON FOODS, INC.

August 8, 2022 /s/ Stewart Glendinning

Stewart Glendinning

February 6, 2023 /s/ John R.

Executive Vice President and Chief Financial Officer

August 8, 2022 /s/ Phillip W.

February 6, 2023 /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.