Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Chief Financial Officer
On September 27, 2022, Tyson Foods, Inc. (the "Company") announced that the
Company's current Chief Financial Officer, Stewart Glendinning, who has served
as the Company's Executive Vice President and Chief Financial Officer since
February 2018, will step down from his duties as Executive Vice President and
Chief Financial Officer, effective as of October 2, 2022, to transition to the
role of Group President Prepared Foods, replacing Noelle O'Mara who departed
from the role on September 23, 2022. Mr. Glendinning will remain an executive
officer of the Company and an officer for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.
On September 27, 2022, the Company appointed John R. Tyson as the Company's
Executive Vice President and Chief Financial Officer, effective October 2, 2022,
to succeed Mr. Glendinning. Mr. Tyson currently serves as Executive Vice
President, Strategy and Chief Sustainability Officer of the Company. Mr. Tyson
will maintain his responsibilities for corporate development, strategy and
sustainability concurrently with his appointment as Chief Financial Officer. Mr.
Tyson, 32, has served as the Company's Executive Vice President, Strategy and
Chief Sustainability Officer since October 2021 after serving as the Company's
Chief Sustainability Officer since September 2019, and Director, Office of the
Chief Executive Officer since May 2019. Between 2012 and 2017, Mr. Tyson held
various roles in investment banking, private equity and venture capital,
including with J.P. Morgan. In his roles with the Company, Mr. Tyson has led the
Company's efforts to support a more sustainable protein system, including
driving improvement by implementing the Company's sustainability strategy, as
well as managing the sustainability, animal welfare, mergers and acquisitions,
strategy, procurement, diversity, equity and inclusion, ventures, commodity
purchasing and corporate social responsibility teams, supervising over 700 team
members from time to time. Mr. Tyson holds a bachelor's degree in economics from
Harvard University and a Master of Business Administration from the Stanford
University Graduate School of Business.
There are no arrangements or understandings between Mr. Tyson and any other
person pursuant to which Mr. Tyson was appointed as the Company's Executive Vice
President and Chief Financial Officer.
Mr. Tyson is the son of the Chairman of the Company's Board of Directors, John
H. Tyson. As an employee of the Company, Mr. Tyson receives compensation,
including base pay, bonuses, certain employee benefits, and awards under the
Company's stock incentive plan. The details of his compensation for fiscal year
2021 are disclosed in the Company's proxy statement filed with the Securities
and Exchange Commission on December 22, 2021. As part of his compensation, Mr.
Tyson is also eligible to participate in the financial, retirement and welfare
benefit plans of the Company in a similar manner to other executive officers of
the Company. In connection with Mr. Tyson's appointment as Executive Vice
President and Chief Financial Officer, Mr. Tyson will receive an increased base
salary of $650,000 and an increase in his target annual incentive payment under
the Company's Annual Incentive Compensation Plan for Senior Executives from 90%
to 110% of his annual base salary, with the actual annual incentive payment
payable based on performance against certain pre-established Company-wide
measures. Besides Mr. Tyson's current compensation, there are no other
reportable related party transactions with respect to Mr. Tyson.
A copy of the press release announcing the appointment of Mr. Tyson as the
Company's Executive Vice President and Chief Financial Officer, the transition
of Mr. Glendinning and certain other changes to the Company's enterprise
leadership team is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
In connection with the matters described in Item 5.02 herein, on September 27,
2022, the Company announced that Amy Tu has been named President, International
and Chief Administrative Officer, expanding her current enterprise leadership
role of Chief Legal Officer and Secretary, Global Governance and Corporate
Affairs. A copy of the press release announcing Ms. Tu's expanded roles and
certain other changes to the Company's enterprise leadership team is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number Description
99.1 Press release, dated September 27, 2022 by Tyson Foods, Inc.
104 Cover Page Interactive Data File formatted in iXBRL.
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