Shareholder Vote · Company Update

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 8, 2022 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 5.07 Submission of Matters to a Vote of Security Holders. At the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Tyson Foods, Inc. (the “Company”) held virtually on February 10, 2022, three proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on December 22, 2021 (the “2022 Proxy Statement”). At the 2022 Annual Meeting, the Company’s shareholders: 1) elected John H. Tyson, Les R. Baledge, Mike Beebe, Maria Claudia Borras, David J. Bronczek, Mikel A. Durham, Donnie King, Jonathan D. Mariner, Kevin M. McNamara, Cheryl S. Miller, Jeffrey K. Schomburger, 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 1, 2022; and 3) did not approve a shareholder proposal requesting a report on sustainable packaging efforts. 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 Votes Abstained Broker Non-Votes John H Tyson 901,712,037  19,376,628  129,956  23,203,329  Les R. Baledge 868,323,391  52,384,025  511,205  23,203,329  Mike Beebe 874,977,872  45,733,055  507,694  23,203,329  Maria Claudia Borras 913,300,541  7,415,531  502,549  23,203,329  David J. Bronczek 871,572,923  49,123,964  521,734  23,203,329  Mikel A. Durham 903,270,790  17,439,175  508,656  23,203,329  Donnie King 896,177,042  24,534,432  507,147  23,203,329  Jonathan D. Mariner 910,427,325  10,297,379  493,917  23,203,329  Kevin M. McNamara 896,177,042  24,534,432  507,147  23,203,329  Cheryl S. Miller 910,427,325  10,297,379  493,917  23,203,329  Jeffery K. Schomburger 910,697,946  9,982,314  538,361  23,203,329  Barbara A. Tyson 903,089,168  17,980,600  148,853  23,203,329  Noel White 904,306,566  16,736,882  175,173  23,203,329  2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending October 1, 2022: Votes For 941,034,385  Votes Against 3,228,378  Votes Abstained 159,187  3. Shareholder proposal requesting a report on sustainable packaging efforts: Votes For 125,658,390  Votes Against 794,362,687  Votes Abstained 1,197,544  Broker Non-Votes 23,203,329  Item 8.01. Other Events. On February 8, 2022, the Company issued a notice under that certain Supplemental Indenture (the "Supplemental Indenture") dated as of June 13, 2012, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)) (the “Trustee”), which supplements that certain Indenture dated June 1, 1995 by and between the Company, as Issuer, and the Trustee (the “Original Indenture”), that pursuant to Section 3.01(b) of the Supplemental Indenture and Section 3.2 of the Original Indenture, the Company has opted to redeem on March 15, 2022 (the “Redemption Date”) all of the Company’s 4.500% Senior Notes due 2022 (the “Notes”) that remain outstanding on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the Redemption Date. As of February 8, 2022, the outstanding principal amount of the Notes was $1 billion. A copy of the notice is attached hereto as Exhibit 99.1. 2 Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Notice of Redemption, dated February 8, 2022 104 Cover Page Interactive Data File formatted in iXBRL. 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 14, 2022 By: /s/ Amy Tu Name: Amy Tu Title: Executive Vice President, Chief Legal Officer and Secretary, Global Governance and Corporate Affairs 4