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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