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Item 9A. Controls and Procedures

2023-11-13 compared with 2022-11-14 · 56 added, 26 removed, 290 unchanged (22% of the section changed)

2 unchanged sentences

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.

Based on that evaluation, the CEO and CFO concluded that, as of September 30, 2023, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

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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.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2023.

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.

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.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, who has audited the fiscal 2023 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 September 30, 2023 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.

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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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:

The following information reflects certain information about our equity compensation plans as of September 30, 2023:

Equity Compensation Plan Information

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Total 6,380,008 $ 67.65 22,571,688

(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).

(a) Shares of Class A Common Stock available for future issuance as of September 30, 2023, under the Stock Incentive Plan ( 6,923,370 ), the Employee Stock Purchase Plan (8,000,710) and the Retirement Savings Plan (7,647,608).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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(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

Consolidated Statements of Income for the three years ended September 30, 2023

Consolidated Statements of Comprehensive Income for the three years ended September 30, 2023

Consolidated Balance Sheets at September 30, 2023, and October 1, 2022

Consolidated Statements of Shareholders’ Equity for the three years ended September 30, 2023

Consolidated Statements of Cash Flows for the three years ended September 30, 2023

Notes to Consolidated Financial Statements

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(2) Consolidated Financial Statement Schedules

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended October 1, 2022

Financial Statement Schedule - Schedule II Valuation and Qualifying Accounts for the three years ended September 30, 2023

All other schedules are omitted because they are neither applicable nor required.

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(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).

4.5 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.

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(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).

4.21 Supplemental Indenture, dated September 28, 2018, by and between the Company and the Bank of New York Mellon Trust Company, N.A.

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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.

and JPMorgan Chase Bank, N.A., as administrative agent (previously filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2022 , and incorporated herein by reference) .

10.3 * Term Loan Agreement, dated May 3, 2023, among Tyson Foods, Inc., the lenders party thereto, Bank of America, N.A.

as administrative agent, and BofA Securities Inc.

as lead arranger (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference).

10.4 * Term Loan Agreement, dated May 3, 2023, among Tyson Foods, Inc., the lenders party thereto, CoBank ACB, as administrative agent, and CoBank FCB, as sole lead arranger (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference).

10.5 * 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).

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10.7 * 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).

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

and Scott Spradley (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.9 * 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).

and Wes Morris (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference).

10.10 * Offer letter between Tyson Foods, Inc.

and Brady Stewart (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2023, and incorporated herein by reference).

10.11 * Second Amended and Restated Employment Agreement dated as of October 2nd, 2020, entered into between the Company and Noel W.

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10.29 * 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).

10.30 * Executive Severance Plan, as amended and restated effective October 1, 2023 (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, 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.

Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

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.

Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.33 * 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 (previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.34 * 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 (previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.35 * 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 (previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.36 * 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 (previously filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.37 * 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 (previously filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

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

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Stock Incentive Plan effective November 18, 2022 (previously filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.40 * 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 (previously filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.41 * 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 (previously filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.42 * 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 (previously filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.43 * 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 (previously filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, and incorporated herein by reference).

10.44 * 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).

10.45 * 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).

10.46 * 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.

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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).

19 ** Insider trading policy

21 ** Subsidiaries of the Company.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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):

97 ** Clawback policy

101 The following financial information from our Annual Report on Form 10-K for the year ended September 30 2023, 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.

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VALUATION AND QUALIFYING ACCOUNTS

Three years ended October 1, 2022

Fiscal year ended September 30, 2023, October 1, 2022 and October 2, 2021

in millions Balance at

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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 9A. Controls and Procedures