TYSON FOODS, INC. 10-Q

Item 5. Other Information Effective August 1, 2024, the Company amended (the “CEO Employment Agreement Amendment”) its employment agreement (the “CEO Employment Agreement”), dated June 2, 2021, with Donnie King, the Company’s President and Chief Executive Officer. The CEO Employment Agreement Amendment provides, among other things, that Mr. King’s term of employment shall continue until December 31, 2027 unless otherwise renewed or terminated. The CEO Employment Agreement Amendment also provides for an additional equity award of $5 million of restricted stock units and $5 million of performance stock units, which will vest on the third anniversary of the grant date, as determined by the Compensation and Leadership Development Committee. If Mr. King is terminated by the Company without cause or if he terminates his employment for good reason (each as defined in the CEO Employment Agreement, as amended), any outstanding equity awards vest fully per their original vesting schedules, and in addition, the Company will pay Mr. King the equivalent of his base salary and target annual incentive plan payments, in accordance with the Company’s regular payment schedule, until December 31, 2027. If Mr. King is terminated without cause or if he terminates his employment for good reason, the Company will establish a retiree health reimbursement arrangement on his behalf and will continue to permit personal use of Company-owned aircraft for the period of any post-employment service as a member of the Company’s Board of Directors. Under the amended terms, the expiration or non-renewal of the CEO Employment Agreement would be considered an involuntary termination without cause. The foregoing summary of the CEO Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 10.1, and is incorporated herein by reference. On August 1, 2024, Mikel Durham, a member of the Company’s Board of Directors, notified the Company of her resignation, effective August 9, 2024. A copy of the letter of resignation is furnished as Exhibit 99.1, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, if such subsequent filing specifically references Exhibit 99.1 on this Form 10-Q. Director and Officer Trading Arrangements None of the Company's directors or executive officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended June 29, 2024. Item 6. Exhibits The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q. Exhibit No. Exhibit Description 10.1 * ** Amendment to the Employment Agreement, effective as of August 1, 2024, by and between the Company and Donnie King. 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. 99.1 *** Letter of resignation as a member of the Board of Directors, dated August 1, 2024, from Mikel A. Durham. 101 The following information from our Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, 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. 104 Cover Page Interactive Data File formatted in iXBRL. * Indicates a management contract or compensatory plan or arrangement. ** Filed herewith *** Furnished herewith 44 SIGNATURES Pursuant to the requirements 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. Date: August 5, 2024 /s/ Curt T. Calaway Curt T. Calaway interim Chief Financial Officer Date: August 5, 2024 /s/ Lori J. Bondar Lori J. Bondar Senior Vice President and Chief Accounting Officer 45