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Item 3. Legal Proceedings

2023-11-13 compared with 2022-11-14 · 36 added, 59 removed, 39 unchanged (71% of the section changed)

2 unchanged sentences

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

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.

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.

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 July 8, 2022, Barber Foods, LLC (“Barber Foods”), an indirect wholly owned subsidiary of the Company, received correspondence from the Environmental Protection Agency (“EPA”) extending an opportunity to confer and negotiate a Consent Agreement and Final Order (“CAFO”) for each of two Barber Foods frozen poultry storage facilities located in Portland, Maine (the “Maine Facilities”).

Included in the correspondence was a proposed CAFO for each facility.

Each proposed CAFO alleges violations of the Clean Air Act resulting from EPA compliance inspections conducted in June 2019 at the Maine Facilities.

The alleged violations include the failure to comply with process safety information requirements, failure to comply with mechanical integrity requirements and failure to adequately identify, evaluate, and control hazards.

The proposed CAFOs set forth a proposed aggregate civil penalty of $541,243 for the alleged violations at the Maine Facilities.

Barber Foods is currently in negotiations with the EPA with respect to the matter.

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.

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, 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.

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 on January 10, 2022, the Court granted final approval of the settlement with that class.

On July 28, 2021, the Court granted preliminary approval of the settlement with the putative commercial and institutional indirect purchaser class, and on February 10, 2022, the Court granted final approval of the settlement with that class.

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.

O n 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.

The complaint, which was subsequently amended, asserts a number of state and federal causes of action including, but not limited to, counts under the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act, and state-law public nuisance theories.

3 unchanged sentences

Closing arguments were held on February 11, 2010.

The district court has not yet rendered its decision from the trial.

On January 18, 2023, the district court entered Findings of Fact and Conclusions of Law in favor of the State of Oklahoma and directed the parties to confer in an attempt to reach an agreement on appropriate remedies by March 17, 2023.

On March 17, 2023, the parties received a 90-day extension from the district court and continued to confer on appropriate remedies.

On June 12, 2023, the Court ordered the parties to mediation.

The parties attended an in-person mediation on October 12, 2023, but were unable to reach a resolution.

Defendants subsequently filed a post-trial motion to dismiss, which remains pending.

Other Matters

As of October 1, 2022, we had approximately 142,000 te am members and, at any time, have various employment practices matters outstanding.

As of September 30, 2023, we had approximately 139,000 te am members and, at any time, have various employment practices matters outstanding.

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

5 unchanged sentences

Each of our executive officers serve one-year terms from the date of their election, or until their successors are appointed and qualified.

Chairman of the Board of Directors John Tyson is the father of Chief Sustainability Officer John R.

Chairman of the Board of Directors John Tyson is the father of Chief Financial Officer John R.

Tyson and nephew of Director Barbara A.

No other family relationships exist among these officers.

The name, title, age (as of October 1, 2022) and calendar year of initial election to executive office of our executive officers are listed below:

The name, title, age (as of September 30, 2023) and calendar year of initial election to executive office of our executive officers are listed below:

Name Title Age Year Elected

1 unchanged sentence

Tyson Chairman of the Board of Directors 70 2011

David Bray Group President Poultry 53 2021

Stewart Glendinning Executive Vice President and Chief Financial Officer 57 2017

Adam Deckinger General Counsel and Secretary 47 2023

Melanie Boulden Group President, Prepared Foods and Chief Growth Officer 51 2023

Donnie King President and Chief Executive Officer 61 2019

Shane Miller Group President Fresh Meats 53 2021

Wes Morris Group President, Poultry 58 2023

Jason Nichol Chief Customer Officer 51 2021

Johanna Söderström Executive Vice President and Chief People Officer 52 2020

Scott Spradley Executive Vice President and Chief Technology and Automation Officer 57 2017

Brady Stewart Group President, Beef, Pork and Chief Supply Chain Officer 44 2023

Phillip Thomas Vice President, Controller and Chief Accounting Officer 48 2020

Amy Tu Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs 55 2017

Tyson Executive Vice President, Strategy and Chief Sustainability Officer 32 2019

Amy Tu President, International 56 2017

Tyson Executive Vice President and Chief Financial Officer 33 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.

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.

Effective October 2, 2022, Mr.

Glendinning stepped down from his duties as Executive Vice President and Chief Financial Officer to transition to the role of Group President Prepared Foods.

Adam Deckinger was appointed as General Counsel and Secretary in January 2023 after serving as Senior Vice President and Head of Law and Compliance since November 2022.

Prior to that role, Mr.

Deckinger served as Vice President and Associate General Counsel since his initial employment with the Company in April 2018.

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

Melanie Boulden was appointed Group President, Prepared Foods in September 2023 after serving as Chief Growth Officer since her initial employment with the Company in February 2023.

Prior to joining the Company, Ms.

Boulden was employed by The Coca-Cola Company from 2019 to 2022, Reebok International from 2018 to 2019, and Crayola and Kraft Foods prior to that.

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 served as 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.

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.

Wes Morris was appointed Group President, Poultry in January 2023 after serving as a consultant to the Company since October 2020.

Morris was previously employed by the Company from 1999 until 2017, and has served in many leadership roles including President, Prepared Foods Operations.

Morris was employed by Simmons Foods before his return to the Company.

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 since his initial employment with the Company in April 2015.

Nichol was employed by Nabisco, Cott Beverages and Scotts Miracle-Gro prior to joining the Company.

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.

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 her initial employment with the Company 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 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.

Brady Stewart was appointed Group President, Beef, Pork and Chief Supply Chain Officer in August 2023 after serving as Group President, Fresh Meats since his initial employment with the Company in January 2023.

Prior to joining the Company, Mr.

Stewart was employed by Smithfield Foods from 2017 to 2022 and the Kansas City Sausage Company prior to that.

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 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.

Amy Tu was appointed President, International in October 2022.

Tu also held the role of Chief Administrative Officer from October 2022 to August 2023.

Prior to that role, Ms.

Tu served as Executive Vice President and Chief Legal Officer and Secretary from October 2021 to January 2023, as Executive Vice President, General Counsel and Secretary from November 2020 to October 2021 and as Executive Vice President and General Counsel since her initial employment with the Company in December 2017.

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

Effective October 2, 2022, Ms.

Tu was named President, International and Chief Administrative Officer, expanding her enterprise leadership role of Chief Legal Officer and Secretary, Global Governance and Corporate Affairs.

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 was appointed Executive Vice President and Chief Financial Officer in October 2022 after serving as Executive Vice President, Strategy and Chief Sustainability Officer since October 2021, as Chief Sustainability Officer from September 2019 to October 2021, and as Director, Office of the Chief Executive Officer since his initial employment with the Company in May 2019.

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

1 unchanged sentence

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

Effective October 2, 2022, Mr.

Tyson was appointed Executive Vice President and Chief Financial Officer to succeed Mr.

Tyson maintains his responsibilities for corporate development, strategy and sustainability concurrently with his appointment to Chief Financial 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.

What changed 10-K

Item 3. Legal Proceedings