DEF 14A 1 a2013yearend-proxystatement.htm DEF 14A 2013YearEnd-ProxyStatement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Soliciting Material Pursuant to §240.14a-12
Tyson Foods, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Tyson Foods, Inc.
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 31, 2014
To Tyson Foods, Inc. Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders ("Annual Meeting") of Tyson Foods, Inc., a Delaware corporation ("Company"), will be held at the Holiday Inn Northwest Arkansas Convention Center, 1500 South 48th Street, Springdale, Arkansas, on Friday, January 31, 2014 at 10:00 a.m., Central time, for the following purposes:
1.
To elect nine directors named in the accompanying proxy statement to the Company's Board of Directors;
2.
To consider and act upon an advisory (non-binding) resolution approving the compensation of the Company's named executive officers;
3.
To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 27, 2014;
4.
To consider and act upon the shareholder proposal described in the attached Proxy Statement, if properly presented at the Annual Meeting; and
5.
To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on December 2, 2013, the record date for the Annual Meeting, will be entitled to attend or vote at the Annual Meeting and any adjournments or postponements thereof. If you plan to attend the Annual Meeting, an admission ticket is required and can be obtained by contacting Tyson Foods Investor Relations via email at ir@tyson.com or by telephone at (479) 290-4524. The Annual Meeting will also be webcast live on the Company's Investor Relations website at http://ir.tyson.com.
This year we will again take advantage of the rules of the Securities and Exchange Commission that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of our proxy materials. This process substantially reduces the costs associated with printing and distributing our proxy materials. To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card describe how to use these convenient services.
By Order of the Board of Directors
R. Read Hudson
Secretary
Springdale, Arkansas
December 20, 2013
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE AS SOON AS POSSIBLE BY INTERNET, TELEPHONE OR MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF A PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE ANNUAL MEETING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JANURY 31, 2014: The Company's Proxy Statement and Annual Report on Form 10-K for the fiscal year ended September 28, 2013 are also available at http://ir.tyson.com or http://www.proxyvote.com.





TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
 
 
OUTSTANDING STOCK AND VOTING RIGHTS
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
 
SECURITY OWNERSHIP OF MANAGEMENT
 
 
ELECTION OF DIRECTORS
Information Regarding the Board and its Committees
Compensation Committee Interlocks and Insider Participation
Board Recommendation
Vote Required
 
 
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Board Recommendation
Vote Required
 
 
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Audit Committee Pre-Approval Policy
Board Recommendation
Vote Required
 
 
SHAREHOLDER PROPOSAL
 
 
BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
Board Recommendation
Vote Required
 
 
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
Executive Summary
Shareholder Advisory Vote
Fiscal Year 2013 Compensation Decisions
Compensation Philosophy and Objectives
How We Determine Compensation
How NEOs Are Compensated
Elements of Compensation
Employment Contracts
Certain Benefits Upon a Change in Control
Tax and Accounting Considerations
Stock Ownership Program
Risk Considerations in our Overall Compensation Program
 
 
REPORT OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
 
 
EXECUTIVE COMPENSATION

i




Summary Compensation Table for Fiscal Years 2013, 2012 and 2011
Grants of Plan-Based Awards During Fiscal Year 2013
Outstanding Equity Awards at 2013 Fiscal Year-End
Option Exercises and Stock Vested During Fiscal Year 2013
Pension Benefits
Nonqualified Deferred Compensation for Fiscal Year 2013
Potential Payments Upon Termination
Potential Payments Upon a Change in Control
 
 
DIRECTOR COMPENSATION FOR FISCAL YEAR 2013
 
 
REPORT OF THE AUDIT COMMITTEE
 
 
CERTAIN TRANSACTIONS
 
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
 
 
SHAREHOLDER COMMUNICATIONS
 
 
EXPENSES OF SOLICITATION
 
 
ADDITIONAL INFORMATION AVAILABLE
 
 
HOUSEHOLDING OF PROXY MATERIALS
 
 
OTHER MATTERS

ii




Tyson Foods, Inc.
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held
January 31, 2014
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
Why am I receiving these proxy materials?
The Company has made these materials available to you in connection with the solicitation of proxies by the Board of Directors ("Board") of Tyson Foods, Inc., a Delaware corporation ("Company"), for use at the Annual Meeting of Shareholders ("Annual Meeting"), to be held at the Holiday Inn Northwest Arkansas Convention Center, 1500 South 48th Street, Springdale, Arkansas, on Friday, January 31, 2014 at 10:00 a.m., Central time. You are invited to attend the Annual Meeting and are requested to vote on the matters described in this Proxy Statement.
What is included in the proxy materials?
These materials include:
This Proxy Statement for the Annual Meeting; and
The Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2013.
If you request printed versions of these materials be sent to you by mail, these materials will also include a proxy card and voting instruction form for the Annual Meeting.
Why did I receive a one-page notice in the mail regarding the Internet availability of the proxy materials instead of a full set of the proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission ("SEC"), the Company has elected to provide access to its proxy materials over the Internet. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request a printed set of our proxy materials, including a proxy card. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability of Proxy Materials. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce our costs and the environmental impact of the Annual Meeting.
How can I get electronic access to the proxy materials?
The Notice of Internet Availability of Proxy Materials provides you with instructions regarding how to view the proxy materials for the Annual Meeting on the Internet and how to instruct the Company to send future proxy materials, including the Notice of Internet Availability of Proxy Materials, to you electronically by email. The Company's proxy materials are also available on the Company's Investor Relations website at http://ir.tyson.com.
If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials electronically will remain in effect until you terminate it.
What items will be voted on at the Annual Meeting?
The following matters will be presented for shareholder consideration and voting at the Annual Meeting:
To elect the nine directors named in this Proxy Statement to the Board;

1



To consider and act upon an advisory (non-binding) resolution approving the compensation of the Company's named executive officers;
To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 27, 2014;
To consider and act upon the shareholder proposal described in this Proxy Statement, if properly presented at the Annual Meeting; and
To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
What are the Board's voting recommendations?
The Board recommends that you vote your shares:
FOR the election of each of the director nominees named in this Proxy Statement to the Board;
FOR the advisory (non-binding) resolution approving the compensation of the Company's named executive officers;
FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2014; and
AGAINST the shareholder proposal.
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with the Company's transfer agent, Computershare, Inc., you are considered the shareholder of record with respect to those shares, and the Notice of Internet Availability of Proxy Materials was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will receive the proxy card.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and the Notice of Internet Availability of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form from the organization holding your shares.
If I am a shareholder of record of the Company's shares, how do I vote using the Company's proxy materials?
There are four ways to vote using the proxy materials:
Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card.
By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card.
By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
In person. If you are a shareholder of record, you may vote in person at the Annual Meeting. If you desire to vote in person at the Annual Meeting, please request a ballot when you arrive.
If I am a beneficial owner of shares held in street name, how do I vote using the Company's proxy materials?
There are four ways to vote using the Company's proxy materials:
Via the Internet. You may vote by proxy via the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.
By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares.
By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.

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In person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must first obtain a legal proxy from the organization that holds your shares. If you obtain such a proxy and desire to vote in person at the Annual Meeting, please request a ballot when you arrive.
Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company's corporate secretary at 2200 Don Tyson Parkway, Mail Stop CP004, Springdale, Arkansas 72762-6999 a written notice of revocation prior to the Annual Meeting.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
as necessary to meet applicable legal requirements;
to allow for the tabulation and certification of votes; and
to facilitate a successful proxy solicitation.
Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company's management and the Board.
Where can I find the voting results of the Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published within four business days following conclusion of the Annual Meeting.
How can I attend the Annual Meeting?
Only persons owning shares at the close of business on December 2, 2013, the record date for the Annual Meeting, will be entitled to attend or vote at the Annual Meeting and any adjournments or postponements thereof. If you plan to attend the Annual Meeting, an admission ticket is required and can be obtained by contacting Tyson Foods Investor Relations via email at ir@tyson.com or by telephone at (479) 290-4524. The Annual Meeting will also be webcast live on the Company's Investor Relations website at http://ir.tyson.com.

3



OUTSTANDING STOCK AND VOTING RIGHTS
Generally. As of December 2, 2013, the outstanding shares of the Company's capital stock consisted of 273,572,381 shares of Class A Common Stock, $0.10 par value (“Class A Common Stock"), and 70,010,805 shares of Class B Common Stock, $0.10 par value (“Class B Common Stock"). The holders of record of the shares of Class A Common Stock and Class B Common Stock outstanding at the close of business on December 2, 2013, the record date for the Annual Meeting, will vote together as a single class on all matters hereby submitted to shareholders and such other matters as may properly come before the Annual Meeting and any adjournments or postponements thereof. Each share of Class A Common Stock will entitle the holder to one vote on all such matters and each share of Class B Common Stock will entitle the holder to ten votes on all such matters.
Quorum. A majority of votes represented by the holders of the Company's outstanding Class A Common Stock and Class B Common Stock, treated as a single class, must be present in person or represented by proxy to hold the Annual Meeting.
Approval Standards. The Company's by-laws provide that in an uncontested election of directors, each director nominee will be elected by the vote of a majority of the votes cast for his or her election at the meeting. A majority of votes cast means that the number of shares cast “for" a director's election exceeds the number of votes cast “against" that director. In a contested election (an election in which the number of nominees exceeds the number of directors to be elected), the directors will be elected by the vote of a plurality of the votes cast on the election of directors. The election of directors to be held at the Annual Meeting is an uncontested election, thus the majority vote standard will apply.
A majority of the votes cast at the Annual Meeting is required to approve the advisory (non-binding) resolution on executive compensation, to ratify the selection of PricewaterhouseCoopers LLP (“PwC") as the independent registered public accounting firm for the Company for the fiscal year ending September 27, 2014, and to approve the shareholder proposal.
The form of proxy provides a method for shareholders to vote for, against or to abstain from voting with respect to (i) each director nominee, (ii) the advisory (non-binding) resolution on executive compensation, (iii) the ratification of the selection of PwC as the Company's independent registered public accounting firm, and (iv) the shareholder proposal.
Broker Non-Votes and Abstentions. Under the rules of the New York Stock Exchange ("NYSE"), brokers, banks or other similar organizations holding shares in street name for customers who are beneficial owners of such shares are prohibited from voting or giving a proxy to vote such customers' shares on “non-routine" matters in the absence of specific instructions from such customers. This is commonly referred to as a “broker non-vote." Broker non-votes will be counted for quorum purposes but will not be counted as votes cast either for or against a proposal. In other words, broker non-votes are not considered “votes cast." The election of directors, the advisory (non-binding) resolution on executive compensation and the shareholder proposal are considered “non-routine" matters under applicable NYSE rules and, therefore, if you hold your shares through a bank, broker or other similar organization, the organization may not vote your shares on these matters absent specific instructions from you. As such, there may be broker non-votes with respect to these matters. However, broker non-votes will have no impact on the outcome of these matters because, as stated above, they are not considered “votes cast" for voting purposes. On the other hand, the ratification of the selection of PwC as the Company's independent registered public accounting firm is considered a “routine" matter under the current rules of the NYSE, therefore, the organization that holds your shares may vote on this matter without instructions from you and no broker non-votes will occur with respect to this matter.
As with broker non-votes, abstentions are counted for quorum purposes but will not be counted as votes cast either for or against a proposal. In other words, abstentions are not considered “votes cast." Accordingly, abstentions will have no impact on the outcome on the proposals contained in this Proxy Statement.

4




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth certain information as of December 2, 2013 regarding the only persons known by the Company to own, directly or indirectly, more than 5% of either of its two classes of Common Stock:
Title of Class
 
Name and Address of Beneficial Owner
 
Amount And Nature
of Beneficial Ownership
 
Percent of
Class
Class B Common Stock
 
Tyson Limited Partnership
2200 Don Tyson Parkway
Springdale, AR 72762-6999
 
70,000,000(1)
 
99.98
%
Class A Common Stock
 
The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355
 
18,888,366(2)
 
6.90
%
Class A Common Stock
 
BlackRock, Inc. 40 East 52nd Street New York, NY 10022
 
18,788,986(3)
 
6.87
%
_______________________________
(1)
70,000,000 shares of Class B Common Stock and 2,000,000 shares of Class A Common Stock are owned of record by the Tyson Limited Partnership, a Delaware limited partnership ("TLP"). The limited partners (and their respective partnership interests in the TLP) are as follows: the Tyson 2009 Family Trust (53.4881%), the Randal W. Tyson Testamentary Trust (45.2549%) and the Donald J. Tyson Revocable Trust (.1527%). The descendants of Don Tyson, including Mr. John Tyson ("Mr. Tyson"), Chairman of the Board of the Company, are the sole beneficiaries of the Tyson 2009 Family Trust. Ms. Barbara A. Tyson, the widow of Randal W. Tyson and a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the Randal W. Tyson Testamentary Trust. Mr. Tyson is one of the contingent beneficiaries of the Randal W. Tyson Testamentary Trust. The descendants of Don Tyson, including Mr. Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Tyson Partnership Interest Trust ("TPIT"), whose trustees are Mr. Erwin, Mr. Thomas B. Schueck and Mr. Leland E. Tollett. A managing general partner of the TLP has the exclusive right, subject to certain restrictions, to do all things on behalf of the TLP necessary to manage, conduct, control and operate the TLP's business, including the right to vote all shares or other securities held by the TLP, as well as the right to mortgage, pledge or grant security interests in any assets of the TLP. However, the TLP has no managing general partner at this time. Until a new managing general partner is selected, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners, which no single general partner currently possesses. The percentage of general partnership interests of the TLP are as follows: TPIT (44.44%); Mr. Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TPIT terminates on December 31, 2016. Upon termination, the general partnership interests held by the TPIT will transfer to the Donald J. Tyson Revocable Trust of which Mr. Tyson, Mr. Schueck and Mr. Erwin are the trustees. The TLP terminates December 31, 2040. Additionally, the TLP may be dissolved upon the occurrence of certain events, including (i) a written determination by the managing general partner that the projected future revenues of the TLP will be insufficient to enable payment of costs and expenses, or that such future revenues will be such that continued operation of the TLP will not be in the best interest of the partners, (ii) an election to dissolve the TLP by the managing general partner that is approved by the affirmative vote of a majority in percentage interest of all general partners, or (iii) the sale of all or substantially all of the TLP's assets and properties. The withdrawal of the managing general partner or any other general partner (unless such partner is the sole remaining general partner) will not cause the dissolution of the TLP. Upon dissolution of the TLP, each partner, including all limited partners, will receive in cash or otherwise, after payment of creditors, loans from any partner, and return of capital account balances, their respective percentage interests in the TLP assets.
(2)
The information provided is based solely on information obtained from a Schedule 13F filed with the SEC on or about November 7, 2013. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13F.
(3)
The information provided is based solely on information obtained from Schedule 13Fs filed with the SEC on or about November 12, 2013 by BlackRock, Inc. and certain of its investment operating subsidiaries. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13Fs.


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SECURITY OWNERSHIP OF MANAGEMENT
The table below sets forth information with respect to the beneficial ownership of Class A Common Stock, as of December 2, 2013, by the Company's directors (each of whom is a director nominee), named executive officers and by all directors and executive officers as a group (who, individually or collectively, do not directly own any shares of Class B Common Stock):
Name of Beneficial Owner
 
Amount and Nature Of
Beneficial Ownership(#)(1)
 
Percent of
Class
John Tyson(2)(3)
 
3,351,580
 
1.23
%
Kathleen M. Bader(4)
 
9,482
 
*
Gaurdie E. Banister Jr.(4)
 
13,932
 
*
Jim Kever(4)
 
21,421
 
*
Kevin M. McNamara(4)
 
13,855
 
*
Brad T. Sauer(4)
 
5482
 
*
Robert Thurber(4)
 
19,247
 
*
Barbara A. Tyson(2)(4)
 
170,395
 
*
Albert C. Zapanta(4)
 
0
 
*
Donnie King
 
402,128
 
*
Dennis Leatherby
 
296,270
 
*
James V. Lochner
 
469,504
 
*
Donnie Smith
 
1,415,396
 
*
Noel White
 
193,752
 
*
All Directors and Executive Officers as a Group (19 persons)(3)
 
6,958,731
 
2.54
%
_______________________________
*
Indicates percentage of less than 1%.
(1)
The amounts in this column include beneficial ownership of shares with respect to which voting or investment power may be deemed to be directly or indirectly controlled. Accordingly, the shares shown in the table include shares owned directly, shares held in such person's account under the Company's Employee Stock Purchase Plan, shares owned by certain of the individual's family members and shares held by the individual as a trustee or in a fiduciary or other similar capacity, unless otherwise disclaimed and/or described below. The amounts in this column also include shares subject to options exercisable on or within 60 days of December 2, 2013, in the following amounts: Mr. Tyson (1,553,534); Mr. Kever (3,000); Mr. King (330,968); Mr. Leatherby (194,201); Mr. Lochner (290,900); Mr. Smith (1,262,301); Mr. White (153,968); and the other executive officers (262,941). The amounts in this column do not include restricted stock with performance criteria and performance stock awards. The 2013 performance stock awards are described under the table titled "Grants of Plan Based Awards During Fiscal Year 2013" in this Proxy Statement.
(2)
The amounts in these rows do not include any shares of Class A Common Stock or Class B Common Stock owned by the TLP, of which Mr. Tyson and Ms. Tyson are general partners. The TLP owns 99.98% of the outstanding Class B Common Stock and .73% of the outstanding Class A Common Stock, which results in the TLP controlling 72.10% of the aggregate vote of Class A Common Stock and Class B Common Stock. When combined with the total ownership of directors and executive officers as a group, the aggregate voting percentage increases to 72.81%. The TLP and its ownership of such stock are further described in Footnote 1 to the table titled "Security Ownership of Certain Beneficial Owners" in this Proxy Statement.
(3)
With respect to Mr. Tyson, his amount includes 449,351 shares of Class A Common Stock pledged as security for a loan. With respect to the row titled "All Directors and Executive Officers as a Group," two executive officers have pledged 20,000 shares and 115,579 shares, respectively, as collateral for separate lines of credit, neither of which was drawn upon as of December 2, 2013.
(4)
The amounts in these rows do not include grants of deferred stock awards of Class A Common Stock made on the date(s) of election to the Board by shareholders (see the section titled "Director Compensation for Fiscal Year 2013" in this Proxy Statement) to each of Ms. Bader (6,579); Mr. Banister (6,579); Mr. Kever (52,783); Mr. McNamara (36,788); Mr. Sauer (25,347); Mr. Thurber (22,197); Ms. Tyson (12,092) and Mr. Zapanta (52,783).
 

6




ELECTION OF DIRECTORS
The number of directors that will serve on the Board for the ensuing year is currently set at nine but may be changed from time to time in the manner provided in the Company's by-laws. Directors are elected for a term of one year or until their successors are duly elected and qualified. Our by-laws provide that no person shall be nominated to serve as a director after he or she has passed his or her 72nd birthday (the "Retirement Age By-law"), unless the Board has voted, on an annual basis, to waive or continue to waive the Retirement Age By-law for a nominee.
Set forth below is biographical information for each director nominee chosen by the Board to stand for election at the Annual Meeting. The slate consists of seven independent directors and two non-independent directors. Each of the director nominees is currently serving as a director of the Company and was elected at the 2013 annual meeting of shareholders. The Board recommends that each director nominee be elected at the Annual Meeting.
John Tyson
John Tyson, 60, is Chairman of the Board. Mr. Tyson has been a member of the Board since 1984, has served as Chairman since 1998, and served as Chief Executive Officer from 2001 until 2006. Mr. Tyson has devoted his professional career to the Company and brings extensive understanding of the Company, its operations and the protein and food processing industries to the Board. Through his leadership experience gained as a recent Chief Executive Officer of the Company, Mr. Tyson provides the Board with critical insight into the Company's business. In addition, Mr. Tyson, through his association with the TLP, has a substantial personal interest in the Company. The Board believes that Mr. Tyson's leadership experience and knowledge of the Company acquired through his years of service to the Company and his personal stake in its success qualify him to serve on the Board.
Kathleen M. Bader
Kathleen M. Bader, 63, was President and Chief Executive Officer of NatureWorks LLC, which manufactures fibers and packaging materials from renewable sources, having served in that capacity from 2004 to 2006, at which time she retired. Ms. Bader also spent more than 30 years with Dow Chemical, holding various management positions in the company's global and North American operations, including global business president of a $4.2 billion plastics portfolio. She has served on the board of directors of Textron Inc. since 2004 and was previously a director for Halliburton Company. She also served on the President's Homeland Security Advisory Council and completed an eight year term on the board for Habitat for Humanity International in 2012. Ms. Bader has been a member of the Board since 2011. The Board believes Ms. Bader's extensive leadership experience, including her exposure to commodities and international business, qualifies her to serve on the Board.
Gaurdie E. Banister Jr.
Gaurdie E. Banister Jr., 56, is currently the President and Chief Executive Officer of Aera Energy LLC, a $5 billion oil and gas producer that is jointly owned by Shell and ExxonMobil, a position he has held since 2007. Prior to joining Aera Energy in 2007, Mr. Banister held a number of management positions with Shell where he had responsibility for, among other things, strategic planning and mergers and acquisitions. Mr. Banister has been a member of the Board since 2011. The Board believes his more than 30 years in the oil and gas industry, which included significant involvement in international business, along with his leadership experience as CEO of one of California's largest oil and gas producers, qualify him to serve on the Board.
Jim Kever
Jim Kever, 61, is the founding partner of Voyent Partners, LLC, an investment partnership founded in 2001. Mr. Kever is also a director of 3D Systems Corporation and Luminex Corporation and has served as a director of ACI Worldwide, Inc. and Emdeon Corporation. Mr. Kever has been a member of the Board since 1999. Mr. Kever has extensive knowledge of capital markets and corporate finance and qualifies as an "audit committee financial expert" within the meaning of the regulations of the SEC. His experience as the director of various companies across a diverse range of industries provides him a unique perspective of, and the ability to understand and address, the challenges and issues facing the Company. The Board believes that his professional experience, financial expertise and service on the boards of other public companies qualify him to serve on the Board.
Kevin M. McNamara
Kevin M. McNamara, 57, is the founding principal of McNamara Family Ventures, a family investment office providing venture and growth capital to health care companies. He also is an operating partner in Health Evolution Partners ("HEP"), a healthcare focused private equity firm which he joined in April 2013. In his capacity with HEP, he serves on the Board of Optimal Radiology Partners and chairs the board of CenseoHealth. He also serves as the Chairman of Agilum Healthcare Intelligence, a healthcare business intelligence company, having served in that capacity since 2011. He previously served as the Vice Chairman of Leon Medical Centers, a healthcare provider for medicare patients in Miami-Dade County, Florida, from 2010 to 2011, and continues to serve on the Leon Medical Centers board of directors. From 2005 to 2009 he was Executive Vice President, Chief Financial Officer and Treasurer of HealthSpring, Inc., a

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managed care company. Mr. McNamara is a director of Luminex Corporation. Mr. McNamara has been a member of the Board since 2007. Mr. McNamara's financial expertise and professional experience are critical to the Board, the Audit Committee and the Compensation Committee. His experience overseeing financial reporting processes, internal accounting and financial controls, as well as managing independent auditor engagements, qualifies him as an "audit committee financial expert" within the meaning of the regulations of the SEC. The Board believes that Mr. McNamara's financial expertise and management experience as both a principal financial officer and director of other public companies qualify him to serve on the Board.
Brad T. Sauer
Brad T. Sauer, 54, is currently Executive Vice President, 3M Industrial Business Group, of 3M Company, a position he has held since October 2012. He previously served as Executive Vice President, HealthCare Business for 3M Company and served in that capacity from 2004 to October 2012. Mr. Sauer has been a member of the Board since 2008. Mr. Sauer's career and management expertise spans many disciplines, including sales and marketing, technology and product innovation, and manufacturing quality and processes, which allows him to bring an extensive, multi-disciplined perspective to the Board. In addition, Mr. Sauer's experience as an executive officer of a Fortune 500 company helps him understand the Company's challenges in a global marketplace. The Board believes that Mr. Sauer's diverse management experience qualifies him to serve on the Board.
Robert Thurber
Robert Thurber, 66, currently retired, served as Vice President of purchasing for Sysco Corporation from 1987 to 2007. Mr. Thurber is also a director of Capstone Bancshares, Inc. Mr. Thurber has been a member of the Board since 2009. Mr. Thurber's experience at a leading marketer and distributor of food products to the foodservice industry is particularly relevant given the Company's position as a leading supplier of high quality protein to the foodservice industry. The Board benefits greatly from Mr. Thurber's extensive understanding of the foodservice industry, which provides him the insight necessary to address the challenges, opportunities and operations of the Company's complex business operations. The Board believes these attributes qualify him to serve on the Board.
Barbara A. Tyson
Barbara A. Tyson, 64, served as Vice President of the Company until 2002, when she retired and became a consultant to the Company. She ceased serving as a consultant on November 30, 2011. Ms. Tyson has been a member of the Board since 1988. Through her years of experience as both an officer and director of the Company, Ms. Tyson developed an understanding of the Company and its operations, which allows her to assist the Board in its development of the Company's long-term strategy. Ms. Tyson, as the sole income beneficiary of the Randal W. Tyson Testamentary Trust, also has a substantial personal interest in the Company. The Board believes that Ms. Tyson's management experience, understanding of the Company and personal interest in the Company's success qualify her to serve on the Board.
Albert C. Zapanta
Albert C. Zapanta, 72, is President and Chief Executive Officer of the United States–Mexico Chamber of Commerce and has served in that capacity since 1993. Mr. Zapanta has been a member of the Board since 2004. After a distinguished 36 year military career, Mr. Zapanta entered the private sector, where he served as a senior corporate officer for 18 years. He also has an extensive public service career, which includes various presidential appointments. The Board believes that Mr. Zapanta's broad management and leadership experiences, in both the private and public sectors, allow him to understand the Company's challenges in a global marketplace and qualify him to serve on the Board. In consideration of these qualities and Mr. Zapanta's tenure on the Board, the Board waived the Retirement Age By-law and nominated him to serve on the Board for the coming year.
Family and Other Relationships. Ms. Tyson is the aunt of Mr. Tyson. There are no other family relationships among the director nominees or the Company's executive officers. By reason of its beneficial ownership of the Company's common stock, the TLP is deemed to be a controlling person of the Company. Other than the TLP, none of the companies or organizations listed in the director nominees' biographies above is a parent, subsidiary or affiliate of the Company.
Director Independence. After reviewing all relevant relationships of the directors, the Board has determined that each of Ms. Bader, Mr. Banister, Mr. Kever, Mr. McNamara, Mr. Sauer, Mr. Thurber and Mr. Zapanta qualify as independent directors in accordance with the NYSE corporate governance rules. In making its independence determinations, the Board considered all relevant transactions, relationships or arrangements disclosed in this Proxy Statement under the section titled "Certain Transactions" and the following:
Each of Mr. Tyson, Mr. Kever and Mr. McNamara has an investment in a privately held company for which Mr. Kever is a director. Neither Mr. Tyson nor Mr. McNamara has any business relationship with, and neither Mr. Tyson nor Mr. McNamara serve as a director or officer of, this company. Based on the foregoing facts, the Board has determined that this relationship does not affect Mr. Kever's independence.
Mr. Sauer is Executive Vice President, 3M Industrial Business Group, one of five business groups of 3M Company. During fiscal years 2013, 2012 and 2011, the Company paid 3M Company $1,371,060, $1,357,772 and $1,327,648, respectively, for

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direct purchases of lab-related supplies and materials, which in each year was less than two percent (2%) of 3M Company's gross revenues. Under the NYSE rules, a director may be considered independent if payments made to an entity with which the director is affiliated are less than the greater of $1,000,000 or two percent (2%) of the affiliated entity's gross revenues in any of the last three fiscal years. Mr. Sauer did not personally benefit from any of the purchases. Based on the foregoing facts, the Board has determined that Mr. Sauer did not have a direct or indirect material interest in the transactions and this relationship does not affect Mr. Sauer's independence.
Information Regarding the Board and its Committees
Board Meetings. The Board held six meetings during fiscal year 2013. All directors attended all of the Board and committee meetings they were eligible to attend during fiscal year 2013. The Company expects all directors to attend each annual meeting of shareholders. All directors attended the 2013 Annual Meeting.
Executive Session; Lead Independent Director. Independent directors meet in executive session without management present each time the Board holds its regularly scheduled quarterly meetings, and Mr. Kever, who has been designated by the Board as the Lead Independent Director, presides over these sessions. Executive sessions occurred four times during fiscal year 2013.
Leadership Structure. The Board's current leadership structure consists of a Chairman of the Board and a Lead Independent Director. Pursuant to the Company's Corporate Governance Principles, the Board is permitted to either separate or combine the positions of Chief Executive Officer and Chairman of the Board as it deems appropriate from time to time. Since 2006, these positions have been held by separate individuals. The Lead Independent Director is annually selected by the Board from among the independent directors. The Lead Independent Director is a member of the Executive Committee of the Board. The Board reviews the continued appropriateness and effectiveness of this leadership structure at least annually. At the present time, the Board believes that separation of the positions of Chief Executive Officer and Chairman of the Board, combined with the role of the Lead Independent Director, improves the ability of the Board to exercise its oversight role over management, provides multiple opportunities for discussion and evaluation of management decisions and the direction of the Company, and ensures a significant role for non-management directors in the oversight and leadership of the Company. The Board understands that maintaining qualified independent and non-management directors on the Board is an integral part of effective corporate governance. Accordingly, it believes the current leadership structure of the Board strikes an appropriate balance between independent directors and directors affiliated with the TLP, the Company's controlling shareholder, which allows the Board to effectively represent the best interests of the Company's entire shareholder base.
Risk Oversight. Management has the primary responsibility for identifying and managing the risks facing the Company, subject to the oversight of the Board. The Board's committees assist in discharging its risk oversight role by performing the subject matter responsibilities outlined below in the descriptions of each committee. The Board retains full oversight responsibility for all subject matters not specifically assigned to a committee, including risks presented by the Company's business strategy, competition, regulation, general industry trends and capital structure and allocation. On an annual basis, management conducts an enterprise risk assessment as well as an evaluation and alignment of its risk mitigation activities. Management reviews the results of this periodic assessment with the appropriate committees of the Board.
The Board's administration of its risk oversight function has not specifically affected the Board's leadership structure. In establishing the Board's current leadership structure, risk oversight was one factor among many considered by the Board, and the Board believes that the current leadership structure is conducive to and appropriate for its risk oversight function. As stated above, the Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board's risk oversight function, it may make any change it deems appropriate.
Audit Committee. The Board has an Audit Committee ("Audit Committee") whose primary function is to assist the Board in fulfilling its responsibilities through regular review and oversight of the Company's financial reporting, audit and accounting processes. See the section titled "Report of the Audit Committee" in this Proxy Statement. During fiscal year 2013, the Audit Committee consisted of independent directors Mr. Kever, who served as Chairman of the Audit Committee, Ms. Bader, Mr. McNamara and Mr. Sauer. Each of these individuals qualifies as an "independent" director under the regulations adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 and the NYSE listing standards relating to audit committees. The Board has determined each member of the Audit Committee is knowledgeable and qualified to review financial statements. In addition, the Board has determined that Messrs. Kever and McNamara each qualify as an "audit committee financial expert" within the meaning of the regulations of the SEC. The Audit Committee held four meetings during fiscal year 2013. In November 2013, Mr. McNamara was appointed to serve as Chairman of the Audit Committee, and Mr. Sauer ceased serving on the Audit Committee.
Compensation Committee. In fiscal year 2013, the Board had a Compensation Committee ("Compensation Committee") whose primary functions were to (i) establish the Company's compensation policies and (ii) oversee the administration of the Company's employee benefit plans. The Company qualifies as a controlled company due to the ownership by the TLP of shares allowing it to cast more than 50% of votes eligible to be cast for the election of directors. Therefore, the Company has elected not to implement NYSE corporate governance rules that provide that the Compensation Committee has the power to determine the compensation of the Chief

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Executive Officer. However, the Compensation Committee has approved the employment contracts and total compensation for our Chief Executive Officer since 2003. For more information regarding the duties of the Compensation Committee, see the subsection titled "How We Determine Compensation—Role of the Compensation Committee" in this Proxy Statement under the section titled "Compensation Discussion and Analysis." During fiscal year 2013, the Compensation Committee consisted of independent directors Mr. McNamara, who served as Chairman of the Compensation Committee, Mr. Sauer and Mr. Thurber. The Compensation Committee held seven meetings and took action by written consent in lieu of a meeting one time during fiscal year 2013.
In November 2013, the Compensation Committee was renamed the Compensation and Leadership Development Committee. Independent directors Mr. Sauer, who will serve as Chairman, Mr. Banister and Mr. McNamara were appointed to serve on the committee.
Governance Committee. In fiscal year 2013, the Board had a Governance Committee ("Governance Committee") whose primary functions were to (i) review and recommend to the Board Corporate Governance Principles applicable to the Company; (ii) review and recommend to the Board a Code of Conduct applicable to the Company; and (iii) oversee and review related party and other special transactions between the Company and its directors, executive officers or their affiliates. During fiscal year 2013, the Governance Committee consisted of independent directors Mr. Thurber, who served as Chairman of the Governance Committee, Mr. Banister, Mr. Kever and Mr. Zapanta. The Governance Committee held five meetings during fiscal year 2013. In November 2013, the Governance Committee and the Nominating Committee were combined into one committee, the Governance and Nominating Committee. At that time, the Governance and Nominating Committee consisted of independent directors Mr. Thurber, who served as chairman, Mr. Sauer and Mr. Zapanta.
Nominating Committee. In fiscal year 2013, the Board has a Nominating Committee ("Nominating Committee") whose primary function was to identify, evaluate, and recommend individuals qualified to be directors of the Company for either appointment to the Board or to stand for election at a meeting of the shareholders. While the Company has not established minimum qualifications for director nominations, the Company has established, and the Nominating Committee charter contained, criteria by which the Nominating Committee was to evaluate candidates for recommendation to the Board. In evaluating candidates, the Nominating Committee took into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and the listing standards of the NYSE. The Nominating Committee could also take into consideration the factors and criteria set forth in the Company's Corporate Governance Principles and such other factors or criteria that the Nominating Committee deemed appropriate in evaluating a candidate, including but not limited to the applicable requirements for members of committees of the Board. While the Nominating Committee did not have a formal policy on diversity with regard to its consideration of nominees, it considered diversity in its selection process and sought to nominate candidates that had a diverse range of views, backgrounds, leadership and business experience.
The Nominating Committee could (but was not required to) consider candidates suggested by management or other members of the Board. In addition, the Nominating Committee could (but was not required to) consider shareholder recommendations for candidates to the Board. In order to recommend a candidate to the Board, shareholders should submit the recommendation to the Chairman of the Governance and Nominating Committee (described below) in the manner described in the section of this Proxy Statement titled "Shareholder Communications." Shareholders who wish to nominate a candidate to the Board must submit such nominations in accordance with the Company's by-laws as discussed below in the section of this Proxy Statement titled "Shareholder Proposals & Director Nominations."
During fiscal year 2013 the Nominating Committee consisted of Mr. Zapanta, who served as Chairman of the Nominating Committee, Mr. Kever and Mr. Thurber. The Nominating Committee held one meeting and took action by written consent in lieu of a meeting one time during fiscal year 2013.
In November 2013, the Governance Committee and the Nominating Committee were combined into one committee, the Governance and Nominating Committee. Independent directors Mr. Thurber, who will serve as chairman, Mr. Sauer and Mr. Zapanta were appointed to serve on the committee.
Executive Committee. The Board has an Executive Committee ("Executive Committee") whose primary function is to act on behalf of the Board during intervals between regularly scheduled meetings of the Board. The Executive Committee may exercise all powers of the Board, except as otherwise provided by law and the Company's by-laws; however, its actions are typically ministerial, such as approving (i) the sale or purchase of property, (ii) the opening and closing of bank accounts, and (iii) amendments to benefit plans for which Compensation Committee approval is not required. All actions taken by the Executive Committee between meetings of the Board are reviewed for ratification by the Board at the following Board meeting. The members of the Executive Committee are Mr. Tyson, Mr. Kever and Ms. Tyson. The Executive Committee took action by written consent in lieu of a meeting six times during fiscal year 2013.
Corporate Governance Principles; Committee Charters; Code of Conduct. The Board has adopted Corporate Governance Principles, and each of the board committees, other than the Executive Committee, has adopted a written charter. The Board has also adopted a Code of Conduct applicable to all directors, officers and employees. Copies of these corporate governance documents are

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available on the Company's Investor Relations website at http://ir.tyson.com and in print to any shareholder who sends a request to Tyson Foods, Inc., Attention: Secretary, 2200 Don Tyson Parkway, Mail Stop CP004, Springdale, Arkansas 72762-6999.
Compensation Committee Interlocks and Insider Participation
At the end of fiscal year 2013, the Compensation Committee consisted of Mr. McNamara (Chairman), Mr. Sauer and Mr. Thurber. All members of the Compensation Committee during fiscal year 2013 were independent directors, and no member was an officer or employee of the Company or a former officer or employee of the Company. No member of the Compensation Committee serving during fiscal year 2013 was party to a transaction, relationship or arrangement requiring disclosure under Item 404 of Regulation S-K. During fiscal year 2013, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.
Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE SLATE OF DIRECTORS NOMINATED BY THE BOARD.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" EACH COMPANY NOMINEE UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
Vote Required
Approval of a nominee for director requires the affirmative vote of a majority of the votes cast at the Annual Meeting, with the holders of shares of Class A Common Stock and Class B Common Stock voting together as a single class.
Shareholders are not entitled to cumulate voting with respect to the election of directors. The Board contemplates that all of the director nominees will be able to stand for election, but should any director nominee become unavailable for election, all proxies will be voted for the election of a substitute nominated by the Board (unless the Board chooses to reduce the number of directors on the Board).

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule 14a-21 under the Securities Exchange Act of 1934, we are providing the Company's shareholders the opportunity to vote on an advisory (non-binding) resolution to approve the compensation of the Company's "named executive officers" or "NEOs" identified in the section titled "Compensation Discussion and Analysis" set forth below in this Proxy Statement. For the reasons set forth below, we ask that the shareholders vote "FOR" the following resolution:

"RESOLVED, that the shareholders of Tyson Foods, Inc. (the "Company") approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the 2014 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures."

As described in the section titled "Compensation Discussion and Analysis," our executive compensation program is designed to provide a competitive level of compensation necessary to attract, motivate and retain talented and experienced executives and to motivate them to achieve short-term and long-term corporate goals that enhance shareholder value. In order to align executive pay with both the Company's financial performance and the creation of sustainable shareholder value, a significant portion of compensation paid to our NEOs is allocated to performance-based, short- and long-term incentive programs to make executive pay dependent on the Company's performance (or "at-risk"). In addition, as an executive officer's responsibility and ability to affect the financial results of the Company increases, the portion of his or her total compensation deemed "at-risk" increases while base salary decreases. Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.
This vote is merely advisory and will not be binding upon the Company or the Board. However, the Board values constructive dialogue on executive compensation and other important governance topics with the Company's shareholders and encourages all shareholders to vote their shares on this matter.
Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS BY VOTING "FOR" THIS RESOLUTION.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" THIS RESOLUTION.
Vote Required
Approval of this resolution requires the affirmative vote of a majority of the votes cast at the Annual Meeting, with the holders of shares of Class A Common Stock and Class B Common Stock voting together as a single class. While this vote is required by law, it will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

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RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company's Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") to serve as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2014. Shareholders are asked to ratify this appointment at the Annual Meeting. Representatives of PwC will be present at the Annual Meeting and will have the opportunity to make a statement and respond to appropriate questions. Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Audit Fees
The fees for professional services rendered by PwC for the audit of the Company's annual financial statements for each of the fiscal years ended September 28, 2013 and September 29, 2012, and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q and for services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements for each of those fiscal years were $4,003,531 and $3,796,125, respectively.
Audit-Related Fees
Aggregate fees billed or expected to be billed by PwC for assurance and related services reasonably related to the performance of the audit or review of the Company's financial statements for the fiscal years ended September 28, 2013 and September 29, 2012, and not included in the audit fees listed above were $188,400 and $183,400, respectively. These services comprise engagements to perform audits of employee benefit plans and required agreed-upon procedures.
Tax Fees
Aggregate fees billed or expected to be billed by PwC for tax compliance, tax advice and tax planning for each of the fiscal years ended September 28, 2013 and September 29, 2012 were $348,074 and $311,817, respectively.
All Other Fees
For each of the fiscal years ended September 28, 2013 and September 29, 2012, PwC billed the Company $3,600 for services rendered, other than those services covered in the sections captioned "Audit Fees," "Audit-Related Fees" and "Tax Fees." These fees were for an on-line research tool for accounting rules and guidance.
None of the services described above were approved pursuant to the de minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
Audit Committee Pre-Approval Policy
The Audit Committee has adopted policies and procedures for the pre-approval of all audit and non-audit services to be performed by the Company's independent registered public accounting firm. The Audit Committee charter provides that the Audit Committee must approve in advance all audit services to be performed by the independent registered public accounting firm. The Audit Committee has approved a separate written policy for the approval of engagements for non-audit services to be performed by the independent registered public accounting firm. For non-audit services, any person requesting that such services be performed by the independent registered public accounting firm must prepare a written explanation of the project (including the scope, deliverables and expected benefits), the reason for choosing the independent registered public accounting firm over other service providers, the estimated costs, the estimated timing and duration of the project and other pertinent information. Non-audit services must first be pre-approved by each of the Company's Chief Accounting Officer and Chief Financial Officer before being submitted for pre-approval to the Audit Committee, and then the Audit Committee or a designated member of the Audit Committee must pre-approve the proposed engagement before the engagement can proceed. The requirement for Audit Committee pre-approval of an engagement for non-audit services may be waived only if (i) the aggregate amount of all such non-audit services provided is less than five percent (5%) of the total amount paid by the Company to the independent registered public accounting firm during the fiscal year when the services are provided; (ii) the services were not recognized by the Company at the time of the engagement to be non-audit services; and (iii) the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit of the fiscal year in which the non-audit services were provided.
Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 27, 2014.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

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Vote Required
Ratification of PwC as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2014 requires the affirmative vote of a majority of the votes cast at the Annual Meeting, with the holders of shares of Class A Common Stock and Class B Common Stock voting together as a single class. Ratification of the selection of PwC by shareholders is not required by law. However, as a matter of policy, such selection is being submitted to the shareholders for ratification at the Annual Meeting. If the shareholders fail to ratify the selection of this firm, the Board will reconsider the matter.

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SHAREHOLDER PROPOSAL
The Company has received notice of the intention of a certain shareholder to present a proposal for voting at the Annual Meeting. The text of the shareholder proposal and supporting statement appear below exactly as received by the Company. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponents of the shareholder proposal. The Company will provide the names, addresses and shareholdings (to the Company's knowledge) of the proponents of the shareholder proposal upon request made to the Company's corporate secretary by mail at 2200 Don Tyson Parkway, Springdale, Arkansas 72762-6999, or by calling (479) 290-4524. The shareholder proposal contains assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. However, the Board recommends a vote "AGAINST" the shareholder proposal based on broader policy reasons as set forth in the Company's statement in opposition following the shareholder proposal.

RESOLVED, that shareholders request that, within six months of the 2014 annual meeting, the Board of Directors provide a report to shareholders, prepared at reasonable cost and omitting proprietary information, detailing the possible risks and operational impacts associated with allowing the indefinite use of "gestation crates" in Tyson's supply chain. The report should detail–using peer-reviewed data, when possible–all potential risks and impacts, including those regarding brand reputation, customer relations, public perception, and regulatory compliance.

CONTACT INFORMATION: TysonProposal@gmail.com

SUPPORTING STATEMENT:

Gestation crates are cages, used in Tyson's supply chain, which confine pigs so restrictively they're unable to turn around. Rising concerns over these cages have rapidly shifted the marketplace, with dozens of top global food brands–including Tyson's customers–demanding change. Tyson's failure to disclose the risks associated with the indefinite inclusion of gestation crates in its supply chain is of concern to shareholders.

Business magnate Carl Icahn summarized the situation as such: "I firmly believe that the position of [The Humane Society of the United States] regarding gestation crates is the right one. Eliminating those crates will both prevent cruelty to animals, and improve Tyson's business prospects."

Customers: Nearly 60 leading, global pork buyers have publicly announced plans to eliminate gestation crates from their supply chains, including McDonald's, Burger King, Costco, Safeway, Kroger, Oscar Mayer and dozens more. In fact, Tyson has already lost business over its position on this issue.
Competition: Tyson competitors like Smithfield, Cargill and Hormel are actively moving away from gestation crates. Smithfield's farms, for example, are now nearly 40 percent gestation crate free, and the company will become 100 percent gestation crate free by 2017.
Legislation: Nine U.S. states, so far, have passed legislation banning gestation crates.
Economics: A 2.5 year long Iowa State University study–in the nation's top hog producing state–found that a production system without gestation crates resulted in cost "that was 11% less than the cost" of the gestation crate system.
Science: Renowned animal welfare expert–and Tyson advisor–Dr. Temple Grandin is unequivocal on this issue: "Confining an animal for most of its life in a box in which it is not able to turn around does not provide a decent life," writes Grandin. She continues, "Gestation stalls have got to go." In summarizing the issue, Meat & Poultry magazine concluded, "Studies show crates have more negative attributes than positive ones."

Major pork buyers and Tyson customers demand change, legislation is mandating change, economics support changing, and Tyson's competitors are changing. As such, Tyson's current position of indefinitely including gestation crates in its supply chain is of concern to investors.

Therefore, we encourage a vote FOR this modest proposal, which simply asks Tyson to disclose the risks associated with its current position on this issue. As the World Bank's International Finance Corporation wrote, "In the case of animal welfare, failure to keep pace with changing consumer expectations and market opportunities could put companies and their investors at a competitive disadvantage in an increasingly global marketplace."

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BOARD OF DIRECTORS' STATEMENT
IN OPPOSITION TO THE SHAREHOLDER PROPOSAL

The Board recommends that shareholders reject the shareholder proposal. The Board opposes the proposal because it is impractical and unnecessary and not in the best interests of shareholders.

From a practical standpoint, it is impossible to know all potential risks and impacts related to any practice, but business risks are assessed on a regular basis and are reported to the Company's shareholders when such risks rise to the level that they could materially adversely affect our business, financial condition or results of operations. With respect to the subject matter of the proposal, animal experts acknowledge that both individual and group sow housing systems have advantages and disadvantages when it comes to animal well-being. Neither type of housing is perfect, and choosing one method exclusive of all other methods is, in our eyes, short-sighted and discourages the development of better methods of housing mother pigs.

Almost all the hogs we buy to produce pork come from 3,000 independent farmers who raise their market hogs in open pens. Many of these independent farmers also have breeding operations that use individual housing - or gestation stalls - for the welfare of mother pigs, while some farmers use group or pen housing. Tyson Foods' position on housing for mother pigs on independent farms is in line with the stated position of most other U.S. pork processors. They do not dictate the kind of housing independent farmers use.

Regardless of housing methods currently chosen by farmers, Tyson Foods expects the farmers supplying hogs for pork products to operate consistent with our Core Values, which includes an obligation to serve as good stewards of the animals that we depend on to operate. In 2000, we became one of the first companies in the meat industry to create an Office of Animal Well-Being, which primarily focused on the proper treatment of live animals at our processing plants. In 2012, this effort expanded to the farms that supply the company with the development of the Tyson FarmCheck™ program, which involves animal well-being audits of those farms. It also includes an Animal Well-Being Advisory Panel, Farm Animal Well-Being Research Program, and an internal management team led by our Vice President of Animal Well-Being Programs.

We will continue to work closely with farmers, customers and animal experts on continued improvements in animal well-being across a broad range of factors, including sow housing systems. In the meantime, we support the right of independent farmers to know and choose how to raise animals they supply to us, consistent with our Core Values and established scientific research related to animal welfare, encourage research into alternative sow housing systems, and continue to look at all options available to independent farmers that provide the hogs we buy to produce our pork products.

For these reasons, the Board recommends that the shareholders vote "AGAINST" the proposal.


Board Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
"AGAINST" THE SHAREHOLDER PROPOSAL UNLESS SHAREHOLDERS SPECIFY
A CONTRARY VOTE.
Vote Required
Approval of this shareholder proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting, with the holders of shares of Class A Common Stock and Class B Common Stock voting as a single class.

16




COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis provides information regarding the compensation paid to our Chairman, Chief Executive Officer, Chief Financial Officer and certain other executive officers who were the most highly compensated in fiscal year 2013. These individuals, referred to as "named executive officers" or "NEOs," are identified below, along with their offices held during fiscal year 2013:
John Tyson, Chairman of the Board ("Chairman")
Donnie Smith, President and Chief Executive Officer ("CEO")
Dennis Leatherby, Executive Vice President and Chief Financial Officer ("CFO")
Donnie King, Senior Group Vice President, Poultry and Prepared Foods (named President of Prepared Foods, Customer and Consumer Solutions on November 14, 2013)
James V. Lochner, Chief Operating Officer ("COO")
Noel White, Senior Group Vice President, Fresh Meats (named President of Poultry on November 14, 2013)

Executive Summary
During fiscal year 2012, the Compensation Committee of our Board of Directors (now known as the Compensation and Leadership Development Committee but referred to herein as the "Compensation Committee") completed a thorough review of our executive compensation program and implemented changes more fully described below in the section titled "Fiscal Year 2013 Compensation Decisions." Fiscal year 2013 compensation decisions impacted by this review include:
entering into new employment contracts with NEOs that, among other things, provide the Compensation Committee greater flexibility when awarding equity compensation;
adjusting the composition of equity grants for executive officers such that restricted stock with performance criteria makes up approximately 25% of total equity compensation, performance stock makes up approximately 40% and stock options make up approximately 35%; and
salary increases for our NEOs ranging from 3% to 20% over the course of the fiscal year.
Also in fiscal year 2013, Mr. Tyson entered into a new employment contract to reflect his November 2011 appointment as an executive officer. This contract provided for a 75% increase in base salary.
We achieved record sales of $34.4 billion, record GAAP earnings of $2.31 per share and operating income in excess of $1.3 billion in fiscal year 2013. We also returned approximately $650 million to our shareholders in the forms of dividends and share repurchases. Based on fiscal year 2013 performance, our NEOs earned eligibility for, and were awarded, performance incentive payments under our Executive Incentive Plan (as defined below) approximating 191% of their target performance incentive payments for the year.

Shareholder Advisory Vote
Our Board recognizes the fundamental interest our shareholders have in the compensation of our executive officers. At the 2011 annual meeting of shareholders, our shareholders approved the compensation of our named executive officers. Based upon the results of such advisory vote and our review of our compensation policies and decisions, we believe that our existing compensation policies and decisions are consistent with our shareholders’ interests and with our compensation philosophy and objectives discussed below.
We will again ask shareholders to vote, on an advisory basis, on executive compensation at the Annual Meeting. The next vote is scheduled to occur at the annual meeting of shareholders in 2017.

Fiscal Year 2013 Compensation Decisions
During fiscal year 2012, the Compensation Committee undertook a project in which it examined short-term and long-term compensation of executive officers as well as the Company's employment contract structure. The Compensation Committee, which worked with the Company's compensation consultant, Hay Group, and members of senior management during the project, had an overarching goal that any changes in compensation would be consistent with the Company's compensation philosophy and objectives described below. As part of this process, the Compensation Committee selected a new peer group of companies which they felt more accurately reflected the Company's industry peers for use in analyzing our CEO's compensation and certain performance stock measures. The new peer group, which was first used in comparative performance in compensation in fiscal year 2013, was selected based on some or all of the following criteria:
significant focus on food processing and agriculture;
business models similar to the Company's;

17




executive compensation generally consistent with the General Industry Data (as defined below); and
comparable annual revenues and market capitalization.
The Compensation Committee did not weigh any one criterion more than others. For a more detailed discussion of the new peer group, see the section titled "How We Determine Compensation."
During the course of the project, the compensation of our CEO was compared against principal executive officers of the new peer group companies, as well as our other NEOs against comparable employees included in the General Industry Data (as defined below). The data developed during the project indicated that Company executive officer salaries and target performance incentive amounts were generally below to slightly above the 50th percentile of the comparative data. Long-term incentives, i.e. equity compensation, were generally below to slightly above the 50th percentile, and the Company's historic mix of equity compensation, namely options and restricted stock (weighted heavily toward options) was considerably different from the comparative data.
At the conclusion of the project, the Compensation Committee determined that:
employment contracts should be simplified, with no specific term (i.e., length) for any officer with the exception of the Chairman, the CEO and the COO;
equity compensation would not be pre-determined by the contract which would instead only set forth eligibility, providing flexibility for the Compensation Committee, with the input of management, to determine actual amounts for NEOs in accordance with the Company's band structure, as applicable; and
the mix of equity grants for executive officers was changed to provide for restricted stock with performance criteria (approximately 25% of equity compensation), performance stock (approximately 40% of equity compensation) and stock options (approximately 35% of equity compensation).
As a result, all of the NEOs except Mr. Tyson entered into new employment contracts including these elements on November 14, 2012. Mr. Tyson's new employment contract was entered into November 25, 2012. For a more detailed discussion of each NEO's employment contract, see the section titled "Employment Contracts."
Compensation Philosophy and Objectives
Our executive compensation program is designed to provide a competitive level of compensation necessary to attract, motivate and retain talented and experienced executives and to motivate them to achieve short-term and long-term corporate goals that enhance shareholder value. Consistent with this philosophy, the following are the key objectives of our compensation programs.
Shareholder Alignment. One of the primary objectives of our executive compensation philosophy is to ensure that an appropriate relationship exists among executive pay, the Company's financial performance and the creation of shareholder value. We believe that linking executive compensation to corporate performance results in a better alignment of compensation with corporate goals and shareholder interests.
Attract, Motivate and Retain Key Employees. Our executive compensation program is shaped by the competitive market for management talent in the food industry and at other public and private companies. We believe our executive compensation should be competitive with the organizations with which we compete for talent. As such, it is our goal to provide compensation at levels (both in terms of benefits provided and amounts paid) that attracts, motivates and retains superior executive talent for the long-term.
Link Pay to Performance. We believe that as an executive's responsibility increases, a larger portion of his or her total compensation should be "at-risk" incentive compensation (both short-term and long-term), subject to corporate, segment, individual, stock price and/or earnings performance measures. Our compensation program links pay to performance by making a substantial portion of total executive compensation variable, or "at-risk," through incentive awards based on Company earnings and performance goals. As performance goals are met or exceeded, executives are rewarded commensurately.
How We Determine Compensation
Role of the Compensation Committee. In general, the Compensation Committee works with management to set compensation philosophy and objectives and to ensure key executives are compensated in accordance with such philosophy and objectives. More specifically, the Compensation Committee periodically reviews and approves the Company's stated compensation strategy, corporate goals and objectives relevant to management compensation and total compensation policy to ensure they support business objectives, create shareholder value, are consistent with shareholder interests, attract, motivate and retain key executive talent and link compensation to corporate performance. The Compensation Committee also annually reviews the composition of the peer groups used for competitive pay/performance benchmarking. Periodically the Compensation Committee compares total compensation for the Chairman and the CEO and the Company's band level structure to the relevant external benchmarks. A discussion of the peer group and external benchmarks used in establishing compensation is set forth below under the heading "Role of Compensation Consultants/Benchmarking." The Compensation Committee's charter describes additional duties and responsibilities of the Compensation Committee with respect to the

18




administration, oversight and determination of executive compensation. A copy of the Compensation Committee's charter can be found on the Company's Investor Relations website at http://ir.tyson.com.
The Compensation Committee works to ensure that its decisions are consistent with tax regulations, relevant law, and NYSE listing requirements and are handled in a manner that is mutually satisfactory to the Compensation Committee and the Company's principal shareholder. Because the Company meets the definition of a "controlled company" under NYSE corporate governance rules, the Compensation Committee is not required to determine the compensation of our CEO in its sole discretion. However, the Compensation Committee has approved the employment contracts and total compensation for our CEO since 2003.
The Compensation Committee is expressly authorized in its charter to retain outside legal, accounting or other advisors or experts at the Company's expense. In fiscal year 2013 the Compensation Committee did not retain any legal, accounting or other advisors or experts.
Band Structure. Except for our Chairman, CEO and COO, our executive officers and key employees are compensated based on the Company's band structure. Our band structure has nine levels, each of which sets forth target amounts for base salary, annual cash performance incentive payments, equity grants, as well as eligibility standards for participation in the Tyson Foods, Inc. Supplemental Executive Retirement and Life Insurance Premium Plan ("SERP"). Actual amounts can be adjusted above or below such targets based on an individual's responsibility and performance as determined on a case-by-case basis by such individual's supervisor. An executive officer's band level designation is made by the CEO subject to ratification by the Compensation Committee. The designation is based on the individual's level of responsibility and ability to affect shareholder value relative to other executive officers and key employees.
Our current band structure was established in 2004 by our human resources group and senior management based on their collective review of recommendations provided by Hay Group together with market analysis and data of executive compensation trends of public and private companies in general ("General Industry Data"). The General Industry Data is used as the benchmark for the Company's band structure because the Compensation Committee believes it serves as a stable representation of national pay levels. The Compensation Committee and the Company's human resources group periodically review the band structure and updated market analysis with senior management and suggest modifications as they deem necessary to ensure that our executive officers and key employees are generally compensated in accordance with our compensation philosophies and objectives. For more detailed discussion regarding decisions with respect to each element and amount of compensation provided for in the band structure, see the section below titled "Elements of Compensation."
Interaction Between the Compensation Committee and Management. Band level designations for all executive officers, other than our Chairman, CEO and COO, and key employment contract terms are determined by the CEO in consultation with the Company's human resources group. The Company's human resources group then presents a summary of the key terms of each executive officer's contract, including band level designations, to the Compensation Committee. The Compensation Committee reviews and discusses the contracts and will meet with the Company's human resources group as it deems necessary to discuss any questions or issues it has regarding these decisions. Once all questions and issues have been addressed to the satisfaction of the Compensation Committee, the Compensation Committee will ultimately ratify the employment contracts and band level designations.
Role of Compensation Consultants/Benchmarking. Since fiscal year 2001, the Company has retained Hay Group to periodically provide data and market analyses regarding compensation practices of a certain group of publicly traded companies in the protein and packaged foods industries (which we refer to as the "Compensation Peer Group") and the General Industry Data. The following companies made up the Compensation Peer Group during fiscal year 2013:

Archer-Daniels-Midland Company
Bunge Limited
Campbell Soup Company
ConAgra Foods, Inc.
Dean Foods Company
General Mills, Inc.
H.J. Heinz Company
Hormel Foods Corporation
Kellogg Company
Kraft Foods Group, Inc.
McCormick & Company, Incorporated
Pilgrim's Pride Corporation
Sanderson Farms, Inc.
Smithfield Foods, Inc.
The Hillshire Brands Company
The J. M. Smucker Company


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H.J. Heinz Company and Smithfield Foods, Inc. were removed from the Compensation Peer Group in fiscal year 2013, as these companies ceased being publicly traded during the year.

Hay Group furnishes the data and analyses to our human resources group which are then summarized and presented by our human resources group to the Compensation Committee. The Compensation Committee uses this summary information in its review of compensation for the NEOs and compensation levels within our band structure to determine whether the compensation levels are consistent with our compensation philosophy and our objective of providing competitive compensation that attracts, motivates and retains executive talent. Beginning with the implementation process for the new employment contracts for NEOs entered into in November 2012, the Compensation Committee targeted total direct compensation for our CEO at the 50th percentile of the Compensation Peer Group. Using data indicating the 25th, 50th and 75th percentiles of the broader General Industry Data, the Compensation Committee targeted total direct compensation between the 50th and 75th percentiles for our COO, and below to slightly above the 50th percentile for Messrs. Leatherby, King and White. The Compensation Committee does not benchmark Mr. Tyson's target total direct compensation due to insufficient data with respect to similarly situated officers.

The Compensation Committee believes it is necessary to target our CEO's compensation based on the smaller Compensation Peer Group, which is made up exclusively of public companies in the food industry, because these are companies against which we compete for the specialized talents and experience possessed by our CEO. On the other hand, because many of the talents possessed by the other NEOs transcend a variety of industries, the Compensation Committee believes it appropriate to use the General Industry Data in setting relevant NEOs' compensation as it represents a cross section of consumer products and other industries, not just food industry companies.

In fiscal year 2013, the data and market analyses described above were the only consulting services provided by Hay Group to the Company. Neither the Compensation Committee nor the Company believes that provision of these services raises any conflict of interest.
How NEOs Are Compensated
It is the Company's practice to enter into employment contracts with its executive officers. Once compensation decisions are made and an employment contract is executed, the executive officer is entitled to receive the compensation provided for in his or her contract until it is terminated or amended. For a more detailed discussion of each NEO's employment contract, see the section titled "Employment Contracts" in this Proxy Statement.
John Tyson. In October 2010, the Company and Mr. Tyson executed an employment contract reflecting his then capacity as a non-executive officer.  In November 2011, Mr. Tyson was appointed as an executive officer. Until November 25, 2012, Mr. Tyson was compensated in accordance with his 2010 employment contract. Mr. Tyson entered into a new employment contract on November 25, 2012, the terms of which were approved by the Compensation Committee prior to execution and which reflect his November 2011 appointment as an executive officer of the Company. Mr. Tyson is entitled to a base salary, which may be adjusted by the Compensation Committee from time to time, and to participate in the Company's annual cash and long-term equity incentive plans, on terms and at levels determined by the Compensation Committee. Decisions regarding whether to increase Mr. Tyson's base salary and his participation in the Company's cash and equity performance incentive payment programs are made annually by the Compensation Committee. For a more detailed analysis regarding these decisions see the section titled "Elements of Compensation" in this Proxy Statement.

As discussed above, the Compensation Committee does not benchmark Mr. Tyson’s total target direct compensation due to insufficient data. However, based on a limited review, the Compensation Committee believes Mr. Tyson's total target and actual direct compensation are within the range presented in the available data.
Donnie Smith. Until November 14, 2012, Mr. Smith was compensated in accordance with an employment contract he entered into with the Company on December 16, 2009. On November 14, 2012, Mr. Smith entered into a new employment contract, the terms of which were approved by the Compensation Committee prior to execution. The decision to approve this contract and the compensation payable thereunder was based upon:
an evaluation of historical total compensation made to individuals with similar responsibilities at companies in the Compensation Peer Group;
an evaluation of the proposed total compensation in comparison to the Company's other executive officers to ensure that compensation was commensurate with level of responsibility; and
recommendations from the Company's human resources group and advice from Hay Group.
Mr. Smith is entitled to a base salary, which may be adjusted by the Compensation Committee from time to time, and to participate in the Company's annual cash and long-term equity incentive plans, on terms and at levels determined by the Compensation Committee. Decisions regarding whether to increase Mr. Smith's base salary and his participation in the Company's cash and equity performance incentive payment programs are made annually by the Compensation Committee. For a more detailed analysis regarding these decisions see the section titled "Elements of Compensation" in this Proxy Statement.

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For fiscal year 2013, Mr. Smith's target total direct compensation was below the 50th percentile of the Compensation Peer Group. Based on available published information, his actual total direct compensation for fiscal year 2013 was slightly above the 75th percentile, primarily due to the performance incentive payment under the Executive Incentive Plan (as defined below).
James V. Lochner. Until November 14, 2012, Mr. Lochner was compensated in accordance with an employment contract he entered into with the Company on December 16, 2009. On November 14, 2012, Mr. Lochner entered into a new employment contract, the terms of which were approved by the Compensation Committee prior to execution. The decision to approve this contract and the compensation payable thereunder was based upon:
an evaluation of the proposed total compensation in comparison to the Company's other executive officers to ensure that compensation was commensurate with level of responsibility; and
recommendations from the Company's CEO and human resources group and advice from Hay Group.
Mr. Lochner is entitled to a base salary, which may be adjusted by the Company from time to time, and to participate in the Company's annual cash and long-term equity incentive plans, on terms and at levels determined by the CEO. Decisions regarding whether to increase Mr. Lochner's base salary and his participation in the Company's cash and equity performance incentive payment programs are made annually by the Company or CEO, as applicable. For a more detailed analysis regarding these decisions see the section titled "Elements of Compensation" in this Proxy Statement.
Mr. Lochner's target total direct compensation in fiscal year 2013 was between the 50th and 75th percentiles of the General Industry Data. Based on available published information, his actual total direct compensation for fiscal year 2013 was above the 75th percentile, primarily due to the performance incentive payment under the Executive Incentive Plan.
All Other NEOs. Until November 14, 2012, the compensation payable to Messrs. Leatherby, King and White under their respective employment contracts was based on the band level designated to them prior to execution of their respective contracts. During this time period, Messrs. King and White were compensated at the first band level and Mr. Leatherby was compensated at the second band level.
On November 14, 2012, Messrs. Leatherby, King and White entered into new employment contracts. The decision to approve these contracts and the compensation payable thereunder was based upon recommendations by the Company’s CEO and human resources group and advice from Hay Group. Under these contracts, Messrs. Leatherby, King and White are entitled to a base salary, which may be adjusted by the Company from time to time, and to participate in the Company's annual cash and long-term equity incentive plans, on terms and at levels determined by the Company's senior management. Messrs. Leatherby, King and White are compensated at the first band level under their respective employment contracts.
With respect to target total direct compensation in fiscal year 2013, Messrs. Leatherby, King and White were below the 50th percentile for similarly situated employees in the General Industry Data. Based on available published information, Messrs. Leatherby's, King's and White's actual total direct compensation for fiscal year 2013 were at or slightly above the 60th percentile for similarly situated employees, primarily due to the performance incentive payments under the Executive Incentive Plan.
Elements of Compensation
The Company's executive compensation program consists of:
base salary;
annual performance incentive payments;
equity-based compensation;
financial, retirement and welfare benefit plans; and
certain defined perquisites.
Compensation Mix
Because of the ability of executive officers to directly influence the overall performance of the Company, and consistent with our philosophy of linking pay to performance, it is our goal to allocate a significant portion of compensation paid to our executive officers to performance-based, short- and long-term incentive programs. In addition, as an executive officer's responsibility and ability to affect financial results of the Company increases, base salary becomes a smaller component of total compensation and long-term, equity-based compensation becomes a larger component of total compensation, further aligning his or her interests with those of the Company and its shareholders. The table below illustrates the mix of total compensation for Messrs. Tyson and Smith, individually, and Messrs. Leatherby, King, Lochner, and White, as a group, based on compensation paid in fiscal year 2013.

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Compensation Element
 
2013 Total Compensation Mix for
Mr. Tyson
 
2013 Total Compensation Mix for
Mr. Smith
 
2013 Total Compensation Mix for Messrs.
Leatherby, King, Lochner and White
 
Base Salary
 
10.1%
 
10.5%
 
13.7%
Performance Incentive Payment
 
37.6%
 
37.7%
 
40.3%
Equity-Based Compensation
 
31.6%
 
41.0%
 
32.7%
Financial, Retirement and Welfare Benefit Plans and Perquisites
 
20.8%
 
10.9%
 
13.3%
Base Salary
Each NEO's employment contract sets an amount for base salary. The Compensation Committee approved such amounts for Messrs. Tyson, Smith and Lochner as part of its process in approving their respective employment contracts. Base salary amounts for all other NEOs are based on each NEO's pre-determined band level. The Company's band structure sets forth a target amount for base salary at each level. The CEO has discretion to set base salary above or below the target amount as he deems appropriate based on each NEO's level of responsibility when employment contracts for these individuals are entered into or amended.
The employment contract effective for each NEO during fiscal year 2013 (other than Mr. Tyson's) states that base salary is subject to adjustment. The base salary under Mr. Tyson's employment contract can be increased but not decreased. The Compensation Committee has the ability to adjust Messrs. Tyson's or Smith's base salary annually as it deems appropriate. The CEO has the discretion to adjust base salaries for the other current NEOs as he deems appropriate. In determining whether to adjust an NEO's base salary, the Compensation Committee or the CEO, as applicable, considers (i) the individual's past performance, (ii) the individual's potential for advancement within the Company, (iii) changes in level and scope of responsibility for the individual, and (iv) salaries of persons holding comparably responsible positions at companies represented in the Compensation Peer Group or the General Industry Data, as applicable. The Compensation Committee or the CEO also considers cost of living adjustments in determining annual base salary adjustments. Neither the CEO nor the Compensation Committee assigns a particular weight to any factor. Annual salary merit increases for NEOs that are approved by the CEO are generally consistent with merit increases for other officers and management personnel.
The table below discloses the base salary in effect for each NEO at the end of fiscal years 2012 and 2013 and the percentage increase in their 2013 base salaries from their 2012 base salaries.
Name
 
End of 
Fiscal Year 
2012 Salary ($)
 
End of 
Fiscal Year 
2013 Salary ($) 
 
Change
John Tyson
 
500,000

 
875,500

 
75%
Donnie Smith
 
900,000

 
1,081,500

 
20%
Dennis Leatherby
 
566,500

 
583,495

 
3%
Donnie King
 
548,000

 
618,000

 
13%
James V. Lochner
 
927,000

 
1,030,000

 
11%
Noel White
 
548,000

 
564,440

 
3%
Mr. Tyson's salary increase was attributable to his new employment contract which reflected his November 2011 appointment as an executive officer. Mr. Smith's salary increased consistent with the Compensation Committee's goal to target the CEO's compensation at the 50th percentile of the updated Compensation Peer Group. Mr. King's salary increase was primarily based on division performance in fiscal year 2012 relative to the Company's forecasts for such division. Mr. Lochner's salary increase was primarily based on individual performance. In addition, each NEO received an annual salary merit increase of approximately 3% during fiscal year 2013.
Annual Performance Incentive Payments
Employment contracts with our NEOs provide them an opportunity to receive cash performance incentive payment awards each year. In fiscal year 2013, the cash performance incentive payment plan in place for senior executive officers was the Tyson Foods, Inc. Annual Incentive Compensation Plan for Senior Executive Officers ("Executive Incentive Plan"). This plan is designed to align the interests of management towards the achievement of a common corporate goal. The Executive Incentive Plan is also designed to maximize the Company's ability to deduct for tax purposes performance-based compensation paid to NEOs. Participants in the Executive Incentive Plan are selected each year by the Compensation Committee based on their potential to receive total compensation that may not otherwise be deductible by the Company for tax purposes. An NEO selected to participate in the Executive Incentive Plan is not eligible to participate in other cash performance incentive payment plans maintained by the Company. For fiscal year 2013, the Compensation Committee designated all NEOs as eligible participants under the Executive Incentive Plan.

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Cash performance incentive payments under the Executive Incentive Plan are based on performance measures established each year by the Compensation Committee. For fiscal year 2013, the Compensation Committee selected Adjusted EBIT as the performance measure under the plan. EBIT is the Company's operating income (which takes into account accruals for performance incentive payments) before interest and taxes, and Adjusted EBIT takes into account any unusual or unique items, such as one-time gains or losses. The Compensation Committee believes Adjusted EBIT is an appropriate measure of Company performance to utilize in making performance-based compensation decisions because senior management uses this same measure, in large part, to evaluate the day-to-day performance of the business. For fiscal year 2013, the Compensation Committee set the target Adjusted EBIT level for 100% of target performance incentive payments at $1.0 billion and a threshold level of Adjusted EBIT for 50% of target performance incentive payments at $800 million.
An NEO's target performance incentive payment eligibility, expressed as a percentage of base salary, is established each year by the Compensation Committee. Performance incentive payment eligibility begins at threshold Adjusted EBIT and increases linearly, up to a maximum of $10 million. For fiscal year 2013, Messrs. Tyson, Smith and Lochner were awarded higher performance incentive payment eligibility by the Compensation Committee given their level of responsibility and ability to affect shareholder value relative to the other NEOs. In determining actual performance incentive payment amounts to be paid, the Compensation Committee has the discretion to award performance incentive payments below, but not above, the eligibility level pertaining to the amount of Adjusted EBIT. Actual Adjusted EBIT for fiscal year 2013 was approximately $1.363 billion, resulting in the NEOs' eligibility for performance incentive payments of approximately 191% of their respective target performance incentive payment eligibility. As shown below, the Compensation Committee opted to award the NEOs performance incentive payments at their full eligibility based on the Company's performance in fiscal year 2013.
Name
 
Salary at 2013 Fiscal Year-End ($)
 
Eligibility
at Threshold
Adjusted EBIT  of
$800 million(50% of target 
 
performance
incentive payment) ($)
 
Eligibility
at Target Adjusted
EBIT  of
$1.0 billion
(100% of target 
 
performance
incentive payment) ($)
 
Eligibility at
Target Adjusted
EBIT (expressed as
percentage of
 
base salary)
 
Actual Performance
Incentive
Payment Based on Adjusted EBIT of
$1.363 billion
(191% of target 
 
performance
incentive payment) ($)
 
Actual Performance
Incentive
Payment  (expressed as percentage of base salary)
John Tyson
 
875,500

 
787,950

 
1,575,900

 
180%
 
3,009,654

 
344%
Donnie Smith
 
1,081,500

 
973,350

 
1,946,700

 
180%
 
3,717,808

 
344%
Dennis Leatherby
 
583,495

 
385,107

 
770,213

 
132%
 
1,470,954

 
252%
Donnie King
 
618,000

 
407,880

 
815,760

 
132%
 
1,557,938

 
252%
James V. Lochner
 
1,030,000

 
927,000

 
1,854,000

 
180%
 
3,540,769

 
344%
Noel White
 
564,440

 
372,530

 
745,061

 
132%
 
1,422,917

 
252%
Equity-Based Compensation
We believe equity-based compensation awarded annually is an effective long-term incentive for executives and managers to create value for shareholders as the value of such compensation has a strong correlation to appreciation of the Company's stock price. Messrs. Tyson's and Smith's employment contracts provide for equity-based compensation as determined by the Compensation Committee. Mr. Lochner's employment contract provides for equity-based compensation as determined by the CEO. The remaining NEOs' employment contracts provide for equity-based compensation consistent with that provided by other employees in such NEO's band level. The Company's band structure sets forth the target number of stock options and the target dollar amount of other equity awards.
The amounts and types of equity-based compensation to be awarded within the band levels are determined by management and/or the Compensation Committee with a view towards aligning the interests of executives and other managers with the interests of the Company's shareholders. In determining these amounts, management and the Compensation Committee review the relationship of long-term compensation to cash compensation, the goal of providing additional incentives to executives and managers to increase shareholder value, and the value of equity-based compensation awarded to NEOs to awards made to executives in similar positions within the applicable peer group.
Stock Options. Stock option awards comprised 35% of each NEO's equity-based compensation for fiscal year 2013. The Compensation Committee believes that stock options allow the Company to provide employees with an incentive different from base salary and cash performance incentive payments as options increase in value based on Company share price rather than individual performance. Stock options are typically awarded and approved annually by the Compensation Committee prior to or on a pre-determined grant date. The grant date for fiscal year awards usually occurs four business days after the Company announces fiscal year-end financial results. The exercise price for option awards is the closing price for our Class A Common Stock as reported on the NYSE on the grant date. Option awards expire ten years after the grant date. The Company does not backdate, re-price or grant equity awards retroactively. All stock options vest in equal annual increments beginning on the first anniversary of the date of the award and become fully vested

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after three years. The Compensation Committee set the grant date of November 26, 2012 at its May 3, 2012 quarterly meeting and made final approval of the 2013 fiscal year stock option awards at its quarterly meeting held on November 14, 2012. All restricted stock awards are issued under the Tyson Foods, Inc. 2000 Stock Incentive Plan (the "Stock Incentive Plan"). For details regarding stock options granted to the NEOs in fiscal year 2013, see the table titled "Grants of Plan Based Awards During Fiscal Year 2013" in this Proxy Statement.
Restricted Stock with Performance Criteria. Restricted stock with performance criteria ("restricted stock") awards comprised 25% of each NEO's equity-based compensation for fiscal year 2013. The actual number of shares of restricted stock granted during fiscal year 2013 was determined by dividing the designated band level dollar value or the dollar valued assigned by the CEO or Compensation Committee, as applicable, for restricted stock by the closing stock price on the grant date. For example, if the designated dollar value for restricted stock was $180,000 and the closing stock price on the grant date was $30 per share, the executive received a grant of 6,000 shares of restricted stock.
Restricted stock awards represent the right to receive shares of Class A Common Stock if certain performance criteria are met within the time period indicated in the grant. Performance criteria are measured three years from the beginning of the 2013 fiscal year, and, if the performance criteria are achieved, the award vests. The right to receive Class A Common Stock under a restricted stock award is conditioned upon the executive officer remaining continuously in the employment of the Company from the grant date through the vesting date, subject to certain exceptions involving the death, disability or retirement of the executive officer. All restricted stock awards are issued under the Stock Incentive Plan.
On November 14, 2012, the Compensation Committee determined the performance criterion pertaining to the restricted stock awards granted in fiscal year 2013 would be the Company's achievement of $100 million Adjusted EBIT for the 2013 through 2015 fiscal years. This criterion was established for the purpose of maximizing the tax deductibility of the restricted stock under Section 162(m) of the Internal Revenue Code.
Performance Stock. Performance stock awards comprised 40% of each NEO's equity-based compensation for fiscal year 2013. Performance stock awards represent the right to receive shares of Class A Common Stock if certain performance criteria are met within the time period indicated in the grant. The actual number of shares of performance stock granted is determined by dividing the designated band level dollar value or the dollar valued assigned by the Compensation Committee, as applicable, for performance stock by the closing price of the Company's stock on the grant date. The Compensation Committee approved the fiscal year 2013 performance stock awards at its November 14, 2012 meeting with a grant date of November 26, 2012. Performance criteria are measured three years from the beginning of the 2013 fiscal year, and, if the performance criteria are achieved, the award vests as set forth below. The right to receive Class A Common Stock under a performance stock award is conditioned upon the executive officer remaining continuously in the employment of the Company from the grant date through the vesting date, subject to certain exceptions involving the death, disability or retirement of the executive officer. All performance stock awards are issued under the Stock Incentive Plan.
On an annual basis, the Company's senior management, Compensation Committee and human resources group meet to discuss the performance criteria options and levels to be considered for the following year's grants. A list of eligible criteria available for consideration was approved by shareholders to ensure tax deductibility for performance-based compensation. Through the course of its review and discussions, the Compensation Committee chooses such options that the Compensation Committee reasonably believes provide the appropriate balance between (i) significant performance measures aimed at increasing shareholder value if achieved, and (ii) performance measures that are reasonably attainable so as to motivate the officers to achieve the performance goals.
The performance criteria adopted by the Compensation Committee for performance stock awards granted in fiscal year 2013 were as follows:
achievement of a cumulative Adjusted EBIT target over the 2013, 2014 and 2015 fiscal years (the "cumulative EBIT criterion"); and
a comparison of the performance of the Company's Class A Common Stock relative to the stock prices of the Compensation Peer Group over the 2013, 2014 and 2015 fiscal years (the "stock price comparison criterion").
Each performance criterion accounts for one-half of the performance stock award and is subject to the achievement of performance goals as set forth in the below tables. With respect to the cumulative EBIT criterion, the Adjusted EBIT measure selected is based on management's forecasted performance for the Company over a three-year period. As such, disclosure of the measure could cause competitive harm to the Company. Based on the percentage of the Adjusted EBIT measure achieved, the NEO is entitled to receive upon achievement of the Adjusted EBIT goals the number of shares as set forth below:

24




Name
 
Percentage of Cumulative Adjusted EBIT Goal Achieved
 
 
 
80%
 
100%
 
120%
 
140%
 
John Tyson
 
12,913
 
25,826
 
38,739
 
51,652
 
Number of Shares Awarded
Donnie Smith
 
20,661
 
41,322
 
61,983
 
82,644
 
Dennis Leatherby
 
5,682
 
11,363
 
17,046
 
22,727
 
Donnie King
 
5,991
 
11,983
 
17,974
 
23,966
 
James V. Lochner
 
15,496
 
30,991
 
46,488
 
61,983
 
Noel White
 
5,991
 
11,983
 
17,974
 
23,966
 
With respect to the stock price comparison criterion, the NEO is entitled to receive the number of shares set forth below, based on the number of Compensation Peer Group members' stock prices that the Company's stock price outperforms during the measurement period:
 
Name
 
Number of Companies' Stock Prices Outperformed*
 
 
 
 
4
 
8
 
10
 
12
 
 
John Tyson
 
12,913
 
25,826
 
38,739
 
51,652
 
Number of Shares Awarded
 
Donnie Smith
 
20,661
 
41,322
 
61,983
 
82,644
 
 
Dennis Leatherby
 
5,682
 
11,363
 
17,046
 
22,727
 
 
Donnie King
 
5,991
 
11,983
 
17,974
 
23,966
 
 
James V. Lochner
 
15,496
 
30,991
 
46,488
 
61,983
 
 
Noel White
 
5,991
 
11,983
 
17,974
 
23,966
 
 
* If members of the Compensation Peer Group are removed from the Compensation Peer Group for reasons set forth in the performance stock award, the stock price comparison criterion is reduced by that same number.
 
For additional details regarding performance stock awards granted to the NEOs in fiscal year 2013, see the table titled "Grants of Plan Based Awards During Fiscal Year 2013" in this Proxy Statement.
Financial, Retirement and Welfare Benefit Plans
Our NEOs are eligible to participate in the Company's financial, retirement and welfare benefit plans that are generally available to all employees of the Company. The NEOs are also eligible to participate in certain plans, described below, that are only available to contracted officers and managers. We believe these benefits are a basic component in attracting, motivating and retaining executives and are comparable to the benefits offered by the companies in our peer groups according to market data.
Deferred Compensation. The SERP is a nonqualified deferred compensation plan providing life insurance protection during employment and a subsequent retirement benefit to certain officers of the Company, including all NEOs. The retirement benefit is a lifetime annuity. The primary formula for calculating the amount of such benefit is one percent of the average annual compensation paid to the participant for his or her final five years of service multiplied by his or her years of creditable service. The SERP also provides for catch-up accruals for certain grandfathered participants (officers prior to 2002 receive an additional one percent of their final 5 year average annual compensation multiplied by their final five years of creditable service). In addition, participants with at least 20 years of vesting service are generally eligible for a minimum benefit and a tax allowance based on the amount of their executive life insurance premium at the male nonsmoker rate. Participants do not vest in the retirement benefits until attaining age 62, although a participant who attains at least age 55 and whose combination of age and years of vesting service equals or exceeds 70 is considered vested. A participant who vests in his or her retirement benefit prior to age 62 may retire early and receive an actuarially reduced benefit. A participant who terminates employment or becomes ineligible to participate before vesting or a participant who is terminated for cause, even if fully vested, is not entitled to any benefits under the SERP. A participant who terminates prior to vesting because of disability is eligible for a fully vested and unreduced minimum benefit. The Compensation Committee has the discretion to grant early retirement benefits under the plan.
If a Company-employed participant in the SERP dies, the participant's beneficiaries receive a death benefit under the life insurance portion of the SERP. As of September 28, 2013, the life insurance portion of the SERP provided a death benefit of $3,000,000 for each of Messrs. Smith and Lochner and $2,000,000 for each of Messrs. Leatherby, King and White. Mr. Tyson no longer participates in the life insurance portion of the SERP because previous amounts accrued by him were monetized and are being paid in connection with him becoming a non-executive officer in fiscal year 2008, and Mr. Tyson is currently receiving the benefits. Additional information about our SERP is included in the narrative text following the table titled "Pension Benefits" in this Proxy Statement.

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Retirement Plans. We also provide the following qualified and nonqualified plans to the NEOs:
Employee Stock Purchase Plan;
Retirement Savings Plan;
Executive Savings Plan; and
Executive Long-Term Disability Plan.
The Employee Stock Purchase Plan is a nonqualified benefit plan available to all NEOs and to most employees (some bargaining units do not participate). The purpose of the plan is to offer employees who participate a way to purchase our Class A Common Stock on terms better than those available to a typical investor. Participants are eligible to participate on the first day of the month following three months of service and can contribute (on an after tax basis) up to 20% of base pay to this plan per pay period. After one year of service the Company will match 25% of the first 10% of base pay contributed. The plan provides for 100% immediate vesting.
The Retirement Savings Plan is a qualified benefit plan (401(k)) available to all NEOs and to most employees (some bargaining units do not participate). The plan allows employees who participate to save money for retirement while deferring income taxes on the amount saved and any earnings on those amounts until the funds are withdrawn. Participants may elect how their accounts are invested from a number of investment options. Participants are eligible to participate on the first day of the month following three months of service and can contribute from 2% to 60% of base pay to this plan per pay period, subject to IRS annual limits on contributions and compensation. After one year of service the Company will match 100% of the first 3% of base pay contributed, plus 50% of the next 2% contributed. This plan provides for 100% immediate vesting.
The Executive Savings Plan is a nonqualified deferred compensation plan available to the NEOs and other highly compensated employees of the Company. The plan is available for those who wish to defer additional dollars over and above the IRS limits for qualified plans. After reaching the annual IRS limits in the Retirement Savings Plan, participants can begin deferring up to 60% of base pay into this plan. Participants can also defer up to 100% of the annual performance incentive payment to this plan. All deferrals and payout elections to this plan must be elected by December 31 of the year prior to the deferral year. This plan provides Company matching contributions in the same manner and amount as the Retirement Savings Plan not otherwise matched under the Retirement Savings Plan. Participants may elect how their accounts are invested from the investment options available under the Retirement Savings Plan plus an investment option paying the prime rate as reported in the Wall Street Journal plus two percentage points. This plan provides for 100% immediate vesting. Additional information on the Executive Savings Plan can be found in the narrative text following the table titled "Nonqualified Deferred Compensation for Fiscal Year 2013" in this Proxy Statement.
Officers and certain managers of the Company who are party to a written employment contract (including the NEOs) participate in the Executive Long-Term Disability Plan. This plan replaces (tax free) up to 60% of "insured earnings" to a maximum benefit of $25,000 per month. "Insured Earnings" include salary, annual performance incentive payment and a portion of the current estimated value of restricted stock and stock options. The value of the premiums paid by the Company, plus estimated income taxes thereon, are included in the participant's taxable income.
Welfare Plans. Our NEOs and other executives participate in our broad-based employee welfare plans, including medical, dental, vision and insurance. These plans and benefits are available to all salaried employees. In addition, contracted officers and managers, including our NEOs, have an additional health insurance benefit known as the Executive Medical Reimbursement Plan ("EMRP"). The EMRP reimburses contracted officers and certain contracted managers of the Company (including the NEOs) and their covered dependents up to 100% of medical, prescription drug, dental and vision expenses not covered by Company plans. The benefits eligible to be reimbursed include only those expenses allowable as tax deductions for the Company under tax regulations existing at the time of reimbursement. Benefits through this plan are limited to annual maximums which vary based on position with the Company ($30,000 for each NEO). Each participant is charged a supplemental premium for this benefit.
Perquisites
Pursuant to the employment contracts with the NEOs, we provide certain perquisites that the Compensation Committee believes are reasonable and consistent with our overall compensation program. The Company pays any taxes owed by the NEOs on certain of these perquisites. The value of these perquisites and the estimated income taxes thereon are imputed as income to the executive. The Compensation Committee believes that these personal benefits provide executives with benefits comparable to those they would receive at other companies within our peer groups and are necessary for us to remain competitive in the marketplace for executive talent. The Compensation Committee reviews the perquisites on a periodic basis to ensure that they are appropriate in light of the Company's total compensation program and market practice. For the last completed fiscal year, Messrs. Tyson, Smith and Lochner were permitted by their employment contracts to personal use of Company-owned aircraft (subject to certain contractual limits), and all NEOs were provided access to event tickets. For fiscal year 2013, Mr. Tyson received the following additional perquisites under the terms of his employment contracts:
use of, and the payment of all reasonable expenses for, an automobile;

26




up to 1,500 hours per year in security services (which the Company estimates will cost $40 per hour); and
reimbursement for the annual premium payment on a $7,500,000 life insurance policy.
The attributed costs of the perquisites described above for the NEOs for fiscal year 2013 are included in the "All Other Compensation" column of the "Summary Compensation Table for Fiscal Years 2013, 2012, and 2011" in this Proxy Statement.
Employment Contracts
The Company maintained employment contracts with each NEO during fiscal year 2013. A summary description of these contracts is provided below.
John Tyson. The Company and Mr. Tyson entered into an employment contract on November 25, 2012, which provided for, among other things, an annual base salary of not less than $850,000, participation in the Company's annual performance incentive payment programs on terms and in amounts as determined by the Compensation Committee, eligibility for equity awards under the Company's equity incentive plans on terms and in amounts as determined by the Compensation Committee, and participation in the Company's benefit plans. Mr. Tyson's annual payments of $175,196 (including a tax allowance) under the SERP, which began in April 2008, will continue. Additionally, Mr. Tyson is entitled to certain perquisites, including personal use of Company-owned aircraft for up to 200 hours per year, personal security consistent with past practice (the expense for which the Company estimates to be $40 per hour) and payment of an annual premium on a $7,500,000 life insurance policy. The Company has also agreed to reimburse Mr. Tyson and gross-up any tax liability incurred by Mr. Tyson from the receipt of any perquisites. The term of the contract is five years.
Prior to November 25, 2012, Mr. Tyson was employed by the Company pursuant to an October 3, 2010 employment contract connected with his role as Chairman of the Board in a non-executive officer capacity. The terms of that contract were similar in scope to his current employment contract, though the base salary was $500,000 and he was not eligible for equity awards. As of November 25, 2012, that contract was terminated.
Donnie Smith. Mr. Smith's November 14, 2012 employment contract provides for, among other things, a base salary of $1,050,000 per year, participation in the Company's annual performance incentive payment programs on terms and in amounts as determined by the Compensation Committee, eligibility for equity awards under the Company's equity incentive plans on terms and in amounts as determined by the Compensation Committee, and participation in the Company's benefit plans. Additionally, Mr. Smith is entitled to personal use of Company-owned aircraft for up to 50 hours per year. The Company has also agreed to reimburse Mr. Smith and gross-up any tax liability incurred by Mr. Smith from his personal use of Company-owned aircraft. The term of the contract is three years.
Prior to November 14, 2012, Mr. Smith was employed by the Company pursuant to a November 19, 2009 employment contract entered into in connection with his promotion to CEO.
All Other NEOs. The employment contracts with Messrs. Leatherby, King, Lochner and White, which are described below in more detail, provided for base salary, and participation in the Company's performance incentive payment programs, equity plans and employee benefit plans. All of these employment contracts were entered into on November 14, 2012.
Mr. Leatherby's contract provides for a salary of $566,500. He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. The term of the contract is indefinite. Prior to November 14, 2012, Mr. Leatherby was compensated pursuant to a June 6, 2008 employment contract with the Company.
Mr. King's contract provides for a salary of $548,000. He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. The term of the contract is indefinite. Prior to November 14, 2012, Mr. King was compensated pursuant to a December 9, 2009 employment contract with the Company.
Mr. Lochner's contract provides for a salary of $1,000,000. He is eligible for awards under the Company's performance incentive payment programs and equity plans on terms and in amounts as determined by the CEO. Additionally, Mr. Lochner is entitled to personal use of Company-owned aircraft for up to 50 hours per year during the term of the contract. The Company has also agreed to reimburse Mr. Lochner and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is three years. Prior to November 14, 2012, Mr. Lochner was compensated pursuant to a December 16, 2009 employment contract with the Company.
Mr. White's contract provides for a salary of $548,000. He is eligible for awards under the Company's performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company's senior management. The term of the contract is indefinite. Prior to November 14, 2012, Mr. White was compensated pursuant to a December 21, 2009 employment contract with the Company.

27




Notwithstanding the term of any employment contract, the Company has the right to terminate the contract at any time upon written notice subject to the obligation, if terminated without cause, to continue to pay base salary for a period specified in the contract and subject to provisions relating to the early vesting of equity-based compensation upon such termination.
Certain Benefits Upon a Change in Control
Employment Contracts. Each employment contract in effect during fiscal year 2013 between the Company and our NEOs provided for certain benefits payable to the NEO following a change in control of the Company. The Compensation Committee believes these benefits are an important part of the total executive compensation program because they protect the Company's interest in the continuity and stability of the executive group. The Compensation Committee also believes that the change in control benefits are necessary to retain and attract highly qualified executives and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition.
Impact of Change in Control on the SERP. No later than thirty days after a change in control of the Company, the grantor trust created under the SERP will be funded with the present value of the higher of (i) the minimum defined benefit or (ii) all accrued benefits for each participant under the SERP. Participants will vest in a benefit equal to the amount calculated under the general provisions of the SERP as of the effective date of the change in control, but without regard to any age or service requirements, if following the change in control the SERP is terminated in a manner that adversely affects a participant or a participant experiences a termination of employment (other than a voluntary resignation without good reason or an involuntary termination for cause). For this purpose, "good reason" means: (i) a substantial adverse change in position, duties, title or responsibilities; (ii) any material reduction in base salary or annual performance incentive opportunity or benefit plan coverages; (iii) any relocation required by the Company to an office or location more than 25 miles from the current location; or (iv) failure by a successor to assume the plan. Payment of the amount calculated as of the effective date of the change in control would begin following termination of employment, regardless of age, on an actuarially adjusted basis.
Executive Life Insurance Program. Following a change in control of the Company, the Company will continue to pay the annual life insurance premiums (plus a tax gross-up based on the withholding rates for supplemental wages) under the Executive Life Insurance Program for active participants on the date of the change in control up to the earlier of termination of employment or age 62.
Severance and change in control information is more particularly described in the sections titled "Potential Payments Upon Termination" and "Potential Payments Upon a Change in Control" in this Proxy Statement.
Tax and Accounting Considerations
Limits on Deductibility of Compensation. Section 162(m) of the Internal Revenue Code generally prevents public corporations from deducting as a business expense that portion of compensation paid to NEOs that exceeds $1,000,000 unless it qualifies as "performance-based compensation" under Section 162(m). The goal of the Compensation Committee is to comply with the requirements of Section 162(m), to the extent possible, to avoid losing this deduction. However, the Compensation Committee may elect to provide compensation outside those requirements when necessary to achieve its compensation objectives. For this and other reasons, the Compensation Committee will not necessarily limit executive compensation to the amount deductible under Section 162(m). The Compensation Committee will consider various alternatives to preserve the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives. Compensation paid under the Executive Incentive Plan is intended to be deductible under Section 162(m). Notwithstanding the Executive Incentive Plan, the following amounts of compensation paid during fiscal year 2013 are not expected to qualify for deduction: Mr. Tyson - $357,482, Mr. Smith - $2,445,198, Mr. King - $128,772, and Mr. Lochner - $1,691,415.
Compensation Expense. The Company accounts for equity-based awards by recognizing the compensation expense of the equity award to an employee based on the fair value of the award on the grant date. The Company has determined the fair value of these awards based on the assumptions set forth in Note 14 to our fiscal year 2013 audited financial statements included in our Form 10-K for the fiscal year ended September 28, 2013. Compensation expense of deferred cash awards are based on the amount of the award. The compensation expense for stock options, stock appreciation rights, restricted stock, phantom stock, performance stock and deferred cash is ratably recognized over the vesting period.
Stock Ownership Program
In 2004, the Company adopted stock ownership and holding requirements that require senior officers (which includes the NEOs) to maintain a minimum equity stake in the Company. At the beginning of fiscal year 2013, stock ownership and holding requirements were adopted for directors. These requirements were put into place to strengthen the alignment between the interest of the Company's directors and senior officers and the interests of its shareholders.
The program sets forth the minimum amount of shares of Company stock a director and certain officers must own. These ownership requirements are reviewed and modified, if necessary, by the Company at least annually or after a significant increase or decrease in the share price. Each officer subject to the requirements has five years from the effective date of their current employment contract to achieve

28




the applicable level of ownership. Directors have five years from the later of the 2013 Annual Meeting or his or her initial election as director.
The levels are set at a dollar amount for each band level. Officers that are promoted into new bands will be assigned the appropriate ownership levels based on the new contract and will have five years from the date of their new contract to comply with their new ownership requirements. The CEO and COO's initial ownership levels are five times annual salary and the named NEO's levels are two times annual salary. Directors' ownership levels are four times their annual cash retainer.
Risk Considerations in our Overall Compensation Program
We believe that the Company's compensation program is structured in such a way as to discourage excessive risk-taking. In making this determination, we considered various aspects of our compensation program, including the mix of fixed and performance-based compensation for management and other key employees. The Company's performance-based compensation awards are designed to reward both short- and long-term performance. By linking a portion of total compensation to the Company's long-term performance, we mitigate any short-term risk that could be detrimental to the Company's long-term best interests and the creation of shareholder value. Another aspect we considered is our practice of increasing an individual's equity-based, performance compensation as a percentage of his or her total compensation as his or her responsibility and ability to affect the financial results of the Company increases. Such equity-based performance awards are subject to multi-year vesting periods and derive their value from the Company's total performance, which we believe further encourages decision-making that is in the long-term best interests of the Company and its shareholders. Finally, we considered our stock ownership guidelines for executive officers and directors, who we believe can have the greatest internal influence on the financial performance of the Company. These stock ownership guidelines are designed to strengthen the alignment between the interests of our Board and executive officers and the Company's shareholders. We believe these guidelines discourage any risk-taking that could be detrimental to the long-term interests of the Company, its performance, or our stock price. In conclusion, we believe that the Company's compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

29




REPORT OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
We, the Compensation and Leadership Development Committee of the Board of Directors of Tyson Foods, Inc., have reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in Tyson Foods, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 28, 2013.
Compensation and Leadership Development Committee of the Board of Directors
Brad T. Sauer, Chairman
Gaurdie E. Banister Jr.
Kevin M. McNamara
Robert Thurber (ceased serving on Compensation Committee in November 2013)

30




EXECUTIVE COMPENSATION
Summary Compensation Table for Fiscal Years 2013, 2012 and 2011
The table below summarizes the compensation for our NEOs during fiscal years 2013, 2012 and 2011.
Name and Principal
Position
 
Year
 
Salary($)
 
Bonus ($)
 
Stock
Awards
($)(1)(2)
 
Option
Awards
($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)(3)
 
Change in
Pension  Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
 
All Other
Compensation
($)(5)
 
Total($)
John Tyson, Chairman of the Board
 
2013
 
804,000

 
0

 
1,490,668

 
1,034,264

 
3,009,654

 
0

 
1,659,766

 
7,998,352

 
2012
 
500,000

 
0

 
0

 
0

 
1,348,200

 
928,699

 
1,440,535

 
4,217,434

 
2011
 
500,000

 
1,582,500

 
0

 
0

 
0

 
0

 
1,251,968

 
3,334,468

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donnie Smith, President and Chief Executive Officer
 
2013
 
1,041,231

 
0

 
2,385,069

 
1,654,436

 
3,717,808

 
654,848

 
418,310

 
9,871,702

 
2012
 
900,000

 
0

 
0

 
2,796,000

 
2,499,562

 
1,275,854

 
373,263

 
7,844,679

 
2011
 
900,000

 
0

 
0

 
2,476,000

 
2,969,298

 
1,038,481

 
288,975

 
7,672,754

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dennis Leatherby, Executive Vice President and Chief Financial Officer
 
2013
 
571,729

 
0

 
655,894

 
454,664

 
1,470,954

 
242,173

 
168,498

 
3,563,912

 
2012
 
554,442

 
0

 
77,454

 
279,600

 
964,296

 
560,702

 
142,023

 
2,578,517

 
2011
 
550,000

 
0

 
77,491

 
247,600

 
1,215,214

 
422,506

 
143,295

 
2,656,106

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donnie King, President of Prepared Foods, Customer and Consumer Solutions
 
2013
 
596,538

 
0

 
691,670

 
479,780

 
1,557,938

 
176,816

 
85,792

 
3,588,534

 
2012
 
534,846

 
0

 
0

 
822,583

 
1,083,593

 
534,879

 
71,677

 
3,047,578

 
2011
 
530,000

 
0

 
0

 
728,439

 
1,256,152

 
449,245

 
69,546

 
3,033,382

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
James V. Lochner, Chief Operating Officer
 
2013
 
1,000,246

 
0

 
1,788,802

 
1,240,988

 
3,540,769

 
1,096,044

 
472,213

 
9,139,062

 
2012
 
907,269

 
0

 
0

 
2,271,750

 
2,405,565

 
1,691,135

 
525,701

 
7,801,420

 
2011
 
900,000

 
0

 
0

 
2,011,750

 
2,969,298

 
1,427,805

 
374,457

 
7,683,310

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noel White, President of Poultry
 
2013
 
553,058

 
0

 
691,670

 
479,780

 
1,422,917

 
251,158

 
151,802

 
3,550,385

 
2012
 
534,846

 
0

 
0

 
822,583

 
1,026,086

 
681,266

 
154,936

 
3,219,717

 
2011
 
530,000

 
230,000

 
100,000

 
728,439

 
1,458,277

 
543,280

 
177,504

 
3,767,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
_______________________________
(1)
The amounts included in these columns are the aggregate grant date fair values for stock and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board's Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013. Our NEOs do not realize the value of equity-based awards until the awards vest. The actual value that an NEO will realize from these awards is determined by the Company's future performance and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards. The grant date fair values of the restricted stock with performance criteria are based on the maximum outcome of those awards as of the grant date, which is the probable payout of such awards based on what we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The resulting number of shares of restricted stock with performance criteria that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measure tied to these awards. Descriptions of these awards are provided in the subsection titled "Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.
(2)
The grant date fair values of performance stock awards are reported in the table above at the probable payout, which is less than the maximum possible. The table below shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2013 at the probable payout and the maximum payout that would result if certain performance goals are achieved. The grant date fair values for the performance stock awards are computed in accordance with the rules described in footnote (1) above. Descriptions of these awards are provided in the subsection titled "Elements of

31




Compensation—Equity-Based Compensation—Performance Stock" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.

Name
 
Grant Date Fair Value of Performance Stock Awards (Probable Payout) ($)
 
Grant Date Fair Value of Performance Stock Awards (Maximum Payout) ($)
John Tyson
 
865,668

 
2,000,000

Donnie Smith
 
1,385,069

 
3,200,000

Dennis Leatherby
 
380,894

 
880,000

Donnie King
 
401,670

 
928,000

James V. Lochner
 
1,038,802

 
2,400,000

Noel White
 
401,670

 
928,000


(3)
Amounts reflected in this column are cash payments made to NEOs pursuant to the Executive Incentive Plan. For a more detailed discussion, see the subsection titled "Elements of Compensation—Annual Performance Incentive Payments" under the "Compensation Discussion and Analysis" section of this Proxy Statement.
(4)
The amounts reflected in this column include above market earnings for fiscal years 2013, 2012 and 2011, respectively, on nonqualified deferred compensation as follows: Mr. Tyson - $0, $0 and $0; Mr. Smith - $46,318, $35,905 and $5,144; Mr. Leatherby - $16,906, $13,174 and $2,473; Mr. King - $101, $88 and $22; Mr. Lochner - $114,132, $98,482 and $23,726; and Mr. White - $31,042, $24,879 and $4,522. The amounts reflected in this column also include the change in pension values for fiscal years 2013, 2012 and 2011, respectively, as follows: Mr. Tyson - $0, $928,699 and $0; Mr. Smith - $608,530, $1,239,949 and $1,033,337; Mr. Leatherby - $225,267, $547,528 and $420,033; Mr. King - $176,715, $534,791 and $449,223; Mr. Lochner - $981,912, $1,592,653 and $1,404,079; and Mr. White - $220,116, $656,387 and $538,758. For the assumptions used to determine the change in the pension value, see the table titled "SERP Assumptions" in this Proxy Statement.
(5)
The amounts reflected in this column represent the sum of all other compensation and perquisites received by the NEOs from the Company in fiscal years 2013, 2012 and 2011.
Name
 
Year
 
Reimbursement
of Taxes ($)
 
Executive
Life  Insurance
Premiums ($)
 
Company
Contribution under
the Employee
Stock
Purchase Plan ($)
 
Company
Contribution
under
the Executive
Savings Plan ($)(a)
 
Company
Contribution
under the
Retirement
Savings Plan ($)
 
Perquisites ($)(b)
 
John Tyson
 
2013
 
210,684

 
0

 
0

 
141,191

 
10,200

 
1,297,691

(c)
 
 
2012
 
188,507

 
0

 
0

 
62,390

 
10,000

 
1,179,638

 
 
 
2011
 
157,455

 
0

 
0

 
72,931

 
10,369

 
1,011,213

 
Donnie Smith
 
2013
 
81,131

 
46,484

 
26,031

 
179,603

 
10,200

 
74,861

(d)
 
 
2012
 
60,476

 
54,923

 
22,500

 
123,213

 
10,000

 
102,151

 
 
 
2011
 
43,738

 
44,508

 
22,500

 
144,972

 
9,800

 
23,457

 
Dennis Leatherby
 
2013
 
33,058

 
30,080

 
14,293

 
71,455

 
10,200

 
*

 
 
 
2012
 
25,978

 
33,310

 
13,861

 
49,006

 
10,000

 
*

 
 
 
2011
 
21,124

 
26,993

 
13,750

 
60,809

 
9,800

 
10,819

 
Donnie King
 
2013
 
31,939

 
26,753

 
7,457

 
1,627

 
8,354

 
*

 
 
 
2012
 
21,950

 
27,870

 
6,686

 
0

 
5,000

 
10,171

 
 
 
2011
 
21,567

 
22,585

 
6,625

 
0

 
4,900

 
13,869

 
James V. Lochner
 
2013
 
91,214

 
66,984

 
22,506

 
171,124

 
10,200

 
110,185

(e)
 
 
2012
 
106,105

 
79,116

 
20,414

 
119,661

 
10,000

 
190,405

 
 
 
2011
 
71,329

 
64,113

 
20,250

 
144,972

 
9,800

 
63,993

 
Noel White
 
2013
 
22,052

 
27,044

 
13,826

 
68,789

 
10,200

 
*

 
 
 
2012
 
26,310

 
44,961

 
13,371

 
50,750

 
10,000

 
*

 
 
 
2011
 
27,368

 
44,961

 
13,250

 
69,732

 
9,800

 
12,393

 
_______________________________
*
Indicates value less than $10,000.
(a)
Included in these amounts are matching contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal years 2013, 2012 and 2011, though attributable to performance in the immediately

32




prior fiscal year, as follows: Mr. Tyson - $120,386, $53,928 and $63,300; Mr. Smith - $148,712, $99,982 and $118,772; Mr. Leatherby - $58,838, $38,572 and $48,609; Mr. King - $0, $0 and $0; Mr. Lochner - $141,631, $96,223 and $118,772; and Mr. White - $56,917, $41,043 and $58,332 (a description of the Executive Savings Plan is provided under the heading "Financial, Retirement and Welfare Benefit Plans" in "Compensation Discussion and Analysis" of this Proxy Statement, as well as following the table titled "Nonqualified Deferred Compensation for Fiscal Year 2013" under the heading "Executive Savings Plan").
(b)
The amounts in this column include premiums paid by the Company for a long-term disability insurance policy and the EMRP for each NEO. The values expressed for personal use of Company-owned aircraft are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Messrs. Tyson's, Smith's and Lochner's personal use of Company-owned aircraft is permitted under their respective employment contracts; moreover, such use must comply with the Company's then existing aircraft policy and not interfere with the Company's use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO.
(c)
This amount includes $1,034,505 for personal use of Company-owned aircraft, $175,196 for a SERP payment, and $58,897 for a life insurance premium. This also includes amounts for automobile allowance, personal security and event tickets.
(d)
This amount includes $65,249 for personal use of Company-owned aircraft and an amount for event tickets.
(e)
This amount includes $99,876 for personal use of Company-owned aircraft and an amount for event tickets.
 

33




Grants of Plan-Based Awards During Fiscal Year 2013
The table below provides information on stock options and equity and cash-based performance awards granted to each of the Company's NEOs during fiscal year 2013.
Name
 
Grant
Date
 
Approval
Date
 
Estimated Future
Payouts Under
Non-Equity
Incentive
Plan Awards(1)
 
Estimated Future
Payouts Under
Equity
Incentive
Plan Awards(2)
 
All Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)(3)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)
(4)
 
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(5)
 
Threshold
($)
 
Target
($)
 
Maximum ($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
John Tyson
 
11/26/2012
 
11/14/2012
 
787,950

 
1,575,900

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/25/2012
 
 
 
 
 
 
 
25,826

 
51,652

 
103,305

 
 
 
 
 
865,668

 
 
11/26/2012
 
11/25/2012
 
 
 
 
 
 
 
 
 
32,283

 
 
 
 
 
 
 
625,000

 
 
11/26/2012
 
11/25/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
160,600

 
19.36

 
1,034,264

Donnie Smith
 
11/26/2012
 
11/14/2012
 
973,350

 
1,946,700

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
41,322

 
82,644

 
165,289

 
 
 
 
 
1,385,069

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
51,562

 
 
 
 
 
 
 
1,000,000

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
256,900

 
19.36

 
1,654,436

Dennis Leatherby
 
11/26/2012
 
11/14/2012
 
385,107

 
770,213

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
11,363

 
22,727

 
45,454

 
 
 
 
 
380,894

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
14,204

 
 
 
 
 
 
 
275,000

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
70,600

 
19.36

 
454,664

Donnie King
 
11/26/2012
 
11/14/2012
 
407,880

 
815,760

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
11,983

 
23,966

 
47,933

 
 
 
 
 
401,670

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
14,979

 
 
 
 
 
 
 
290,000

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
74,500

 
19.36

 
479,780

James V. Lochner
 
11/26/2012
 
11/14/2012
 
927,000

 
1,854,000

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
30,991

 
61,983

 
123,966

 
 
 
 
 
1,038,802

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
38,739

 
 
 
 
 
 
 
750,000

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
192,700

 
19.36

 
1,240,988

Noel White
 
11/26/2012
 
11/14/2012
 
372,530

 
745,061

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
11,983

 
23,966

 
47,933

 
 
 
 
 
401,670

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
14,979

 
 
 
 
 
 
 
290,000

 
 
11/26/2012
 
11/14/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
74,500

 
19.36

 
479,780

_______________________________
(1)
The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2013 under the Executive Incentive Plan. The amounts paid to each NEO pursuant to this plan for fiscal year 2013 are set forth in column titled "Non-Equity Incentive Plan Compensation" in the "Summary Compensation Table for Fiscal Years 2013, 2012 and 2011" in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the subsection titled "Elements of Compensation—Annual Performance Incentive Payments" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.
(2)
The amounts in these columns represent (a) the threshold, target and maximum amount of shares of performance stock which would be awarded upon the achievement of specified performance criteria, and (b) the amount of shares of restricted stock with performance criteria which would be awarded upon the achievement of a specified performance criterion. For a more detailed discussion, see the subsections titled "Elements of Compensation—Equity-Based Compensation—Performance Stock" and "Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria" in the section titled "Compensation Discussion and Analysis" in this Proxy Statement.
(3)
The amounts in this column represent nonqualified stock options that expire on November 26, 2022.
(4)
Pursuant to the terms of the Stock Incentive Plan, the exercise price for these options is the closing price of our Class A Common Stock on the grant date.
(5)
For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote 1 of the "Summary Compensation Table for Fiscal Years 2013, 2012 and 2011" in this Proxy Statement.

34




Description of Plan-Based Awards
The equity awards reported in the "Grants of Plan-Based Awards During Fiscal Year 2013" table were granted under the Stock Incentive Plan. The non-equity awards were granted under the Executive Incentive Plan. Material terms of these plans and more information on plan-based awards are described in the subsection titled "Elements of Compensation" under the "Compensation Discussion and Analysis" section of this Proxy Statement.

35




Outstanding Equity Awards at 2013 Fiscal Year-End

The table below provides information on the stock option, restricted stock and performance stock awards held by each of the Company's NEOs as of September 28, 2013.
 
 
Option Awards
 
Stock Awards
Name
 
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That
Have Not Vested
(#)
 
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)
John Tyson
 
9/29/2004
 
500,000

 
0

 
 
15.96
 
9/29/2014
 
 
 
 
 
 
11/16/2005
 
500,000

 
0

 
 
16.35
 
11/16/2015
 
 
 
 
 
 
 
11/17/2006
 
500,000

 
0

 
 
15.37
 
11/17/2016
 
 
 
 
 
 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
32,283

(2)
 
923,294

 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
25,826

(3)
 
738,624

 
 
11/26/2012
 
0

 
160,600

(4)
 
19.36
 
11/26/2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donnie Smith
 
11/16/2005
 
10,000

 
0

 
 
16.35
 
11/16/2015
 
 
 
 
 
 
11/17/2006
 
20,000

 
0

 
 
15.37
 
11/17/2016
 
 
 
 
 
 
 
11/16/2007
 
40,000

 
0

 
 
15.06
 
11/16/2017
 
 
 
 
 
 
 
11/14/2008
 
32,000

 
8,000

(5)
 
4.90
 
11/14/2018
 
 
 
 
 
 
 
11/30/2009
 
117,680

 
0

 
 
12.02
 
11/30/2019
 
 
 
 
 
 
 
2/11/2010
 
282,320

 
0

 
 
15.96
 
2/11/2020
 
 
 
 
 
 
 
11/29/2010
 
266,667

 
133,333

(6)
 
16.19
 
11/29/2020
 
 
 
 
 
 
 
11/28/2011
 
133,334

 
266,666

(7)
 
19.63
 
11/28/2021
 
 
 
 
 
 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
51,652

(2)
 
1,477,247

 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
41,322

(3)
 
1,181,809

 
 
11/26/2012
 
0

 
256,900

(4)
 
19.36
 
11/26/2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dennis Leatherby
 
11/16/2005
 
8,000

 
0

 
 
16.35
 
11/16/2015
 
 
 
 
 
 
11/17/2006
 
8,000

 
0

 
 
15.37
 
11/17/2016
 
 
 
 
 
 
 
11/16/2007
 
8,000

 
0

 
 
15.06
 
11/16/2017
 
 
 
 
 
 
 
11/14/2008
 
32,000

 
8,000

(5)
 
4.90
 
11/14/2018
 
 
 
 
 
 
 
11/30/2009
 
40,000

 
0

 
 
12.02
 
11/13/2019
 
 
 
 
 
 
 
10/04/2010
 
 
 
 
 
 
 
 
 
 
11,531

(8)
 
329,787

 
 
11/29/2010
 
26,667

 
13,333

(6)
 
16.19
 
11/29/2020
 
 
 
 
 
 
 
10/03/2011
 
 
 
 
 
 
 
 
 
 
4,320

(9)
 
123,552

 
 
11/28/2011
 
13,334

 
26,666

(7)
 
19.63
 
11/28/2021
 
 
 
 
 
 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
14,204

(2)
 
406,234

 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
11,363

(3)
 
324,982

 
 
11/26/2012
 
0

 
70,600

(4)
 
19.36
 
11/26/2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donnie King
 
11/16/2007
 
30,000

 
0

 
 
15.06
 
11/16/2017
 
 
 
 
 
 
11/14/2008
 
32,000

 
8,000

(5)
 
4.90
 
11/14/2018
 
 
 
 
 
 
 
11/30/2009
 
40,000

 
0

 
 
12.02
 
11/30/2019
 
 
 
 
 
 
 
11/29/2010
 
78,454

 
39,226

(6)
 
16.19
 
11/29/2020
 
 
 
 
 
 
 
11/28/2011
 
39,227

 
78,453

(7)
 
19.63
 
11/28/2021
 
 
 
 
 
 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
14,979

(2)
 
428,399

 
 
11/26/2012
 
 
 
 
 
 
 
 
 
 
11,983

(3)
 
342,714

 
 
11/26/2012
 
0

 
74,500

(4)
 
19.36
 
11/26/2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
James V. Lochner
 
11/14/2008
 
0

 
10,000

(5)
 
4.90
 
11/14/2018
 
 
 
 
 
 
11/29/2010
 
0

 
108,333

(6)
 
16.19
 
11/29/2020
 
 
 
 
 
 
 
11/28/2011
<