Other Information
−Removed: 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.
−Removed: The CEO Employment Agreement Amendment provides, among other things, that Mr.
−Removed: King’s term of employment shall continue until December 31, 2027 unless otherwise renewed or terminated.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Under the amended terms, the expiration or non-renewal of the CEO Employment Agreement would be considered an involuntary termination without cause.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On January 29, 2025, the Company used cash on hand to repay all outstanding obligations under the Company’s Term Loan Agreement, dated as of May 3, 2023 (the “Term Loan Agreement”), with the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and BofA Securities, Inc., as lead arranger, pursuant to which there was a $750 million term loan outstanding.
+Added: Upon the repayment in full of all outstanding obligations thereunder, the Term Loan Agreement and all commitments thereunder were terminated.
+Added: The Term Loan Agreement was previously described in Item 5 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2023, which description is hereby incorporated by reference.
Director and Officer Trading Arrangements
−Removed: 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.
+Added: None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 28, 2024.
The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-Q.
Exhibit Description
−Removed: ** Amendment to the Employment Agreement, effective as of August 1, 2024, by and between the Company and Donnie King.
+Added: ** Form of Restricted Stock Units – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Restricted Stock Units (Non-US) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Restricted Stock Units (2-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Restricted Stock Units (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Restricted Stock Units (CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Performance Shares (Adjusted EBITDA – CEO) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Performance Shares (Operating Income) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Performance Shares (rTSR) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which performance share awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Stock Options (3-year graded vesting) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which stock option awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Restricted Stock Units (Chairman) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which restricted stock unit awards are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Form of Deferred Restricted Stock Units (Non-Employee) – Stock Incentive Award Agreement, effective November 17, 2024, pursuant to which deferred restricted stock units are granted under the Tyson Foods, Inc.
+Added: Stock Incentive Plan.
+Added: ** Amended and Restated Executive Savings Plan, effective January 1, 2025.
+Added: ** Retention Agreement, dated February 9, 2024, between the Company and Wes Morris.
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.
−Removed: 99.1 *** Letter of resignation as a member of the Board of Directors, dated August 1, 2024, from Mikel A.
−Removed: 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):
+Added: 101 The following information from our Quarterly Report on Form 10-Q for the quarter ended December 28, 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.
5 unchanged sentences
TYSON FOODS, INC.
−Removed: August 5, 2024 /s/ Curt T.
−Removed: interim Chief Financial Officer
−Removed: August 5, 2024 /s/ Lori J.
+Added: February 3, 2025 /s/ Curt T.
+Added: Chief Financial Officer
+Added: February 3, 2025 /s/ Lori J.
Senior Vice President 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.