Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 11, 2021 TYSON FOODS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-14704 71-0225165 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999 (Address of Principal Executive Offices) (Zip Code) (479) 290-4000 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) ___________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Class A Common Stock Par Value $ 0.10 TSN New York Stock Exchange Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis. Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) As described below under Item 5.07, at the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Tyson Foods, Inc. (the “Company”) held virtually on February 11, 2021, the Company’s shareholders approved an amendment and restatement of the Company’s 2000 Stock Incentive Plan (the “Stock Incentive Plan”) to increase by 3,000,000 the number of shares of the Company’s Class A Common Stock available for issuance under the plan and make certain other administrative changes, including the removal of the provisions previously included to comply with the historical performance-based compensation exemption under Section 162(m) of the Internal Revenue Code. The amendment and restatement of the Stock Incentive Plan became effective upon shareholder approval and is further described under “Approval of the Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on December 23, 2020 (the “2021 Proxy Statement”), which description is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders At the 2021 Annual Meeting held virtually on February 11, 2021, six proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the 2021 Proxy Statement. At the 2021 Annual Meeting, the Company’s shareholders: 1) elected John H. Tyson, Les R. Baledge, Gaurdie E. Banister Jr., Dean Banks, Mike Beebe, Maria Claudia Borras, David J. Bronczek, Mikel A. Durham, Jonathan D. Mariner, Kevin M. McNamara, Cheryl S. Miller, Jeffrey K. Schomburger, Robert Thurber, Barbara A. Tyson and Noel White to serve as directors until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified; 2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending October 2, 2021; 3) approved an amendment and restatement of the Stock Incentive Plan, including an increase in the number of shares reserved for issuance thereunder; 4) did not approve a shareholder proposal requesting a report on human rights due diligence; 5) did not approve a shareholder proposal requesting that the Company’s Board of Directors engage an investment banker to develop a plan for recapitalization of the Company resulting in one vote per share of stock; and 6) did not approve a shareholder proposal requesting a report disclosing the Company’s policy and procedures, payments, oversight, decision-making processes and other activities related to lobbying and grassroots lobbying communications and the Company’s membership in certain tax-exempt organizations. Set forth below are the voting results for each matter submitted to a vote (certain numbers in tables may not total due to rounding): 1. Election of directors: Directors Votes For Votes Against Abstain Broker Non-Votes John Tyson 902,925,154 13,356,007 185,965 26,870,881 Les R. Baledge 894,610,413 21,610,149 246,565 26,870,880 Gaurdie E. Banister Jr. 911,618,808 4,619,024 229,294 26,870,881 Dean Banks 914,271,554 1,971,401 224,171 26,870,881 Mike Beebe 894,255,662 21,920,357 291,108 26,870,880 Maria Claudia Borras 915,440,768 795,309 231,049 26,870,881 David J. Bronczek 895,532,984 20,734,302 199,840 26,870,881 Mikel A. Durham 905,631,690 10,594,914 240,523 26,870,881 Jonathan Mariner 914,445,304 1,713,993 307,829 26,870,881 Kevin M. McNamara 889,842,108 26,309,044 315,973 26,870,881 Cheryl S. Miller 914,594,299 1,596,803 276,025 26,870,881 Jeffrey K. Schomburger 912,039,471 4,174,144 253,511 26,870,881 Robert Thurber 856,691,753 59,588,433 186,940 26,870,881 Barbara A. Tyson 902,493,019 13,783,435 190,673 26,870,880 Noel White 902,455,155 13,856,642 155,329 26,870,881 2 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending October 2, 2021: Votes For Votes Against Abstain Broker Non-Votes 939,801,801 3,337,205 199,001 — 3. Approval of an amendment and restatement of the Stock Incentive Plan, including an increase in the number of shares reserved for issuance thereunder: Votes For Votes Against Abstain Broker Non-Votes 909,161,010 7,020,510 285,605 26,870,881 4. Shareholder proposal requesting a report on human rights due diligence: Votes For Votes Against Abstain Broker Non-Votes 168,155,962 746,977,377 1,333,787 26,870,881 5. Shareholder proposal requesting that the Company’s Board of Directors engage an investment banker to develop a plan for recapitalization of the Company resulting in one vote per share of stock: Votes For Votes Against Abstain Broker Non-Votes 183,011,553 732,848,308 607,265 26,870,881 6. Shareholder proposal requesting a report disclosing the Company’s policy and procedures, payments, oversight, decision-making processes and other activities related to lobbying and grassroots lobbying communications and the Company’s membership in certain tax-exempt organizations: Votes For Votes Against Abstain Broker Non-Votes 162,619,972 744,085,347 9,761,808 26,870,880 3 SIGNATURE 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 hereunto duly authorized. TYSON FOODS, INC. Date: February 17, 2021 By: /s/ Stewart Glendinning Name: Stewart Glendinning Title: Executive Vice President and Chief Financial Officer 4