0000100493-23-000128.txt : 20231121 0000100493-23-000128.hdr.sgml : 20231121 20231121163946 ACCESSION NUMBER: 0000100493-23-000128 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231117 FILED AS OF DATE: 20231121 DATE AS OF CHANGE: 20231121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas Phillip W CENTRAL INDEX KEY: 0001820034 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14704 FILM NUMBER: 231428781 MAIL ADDRESS: STREET 1: 2200 W DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TYSON FOODS, INC. CENTRAL INDEX KEY: 0000100493 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 710225165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 2200 DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762-6999 BUSINESS PHONE: 479-290-5799 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 FORMER COMPANY: FORMER CONFORMED NAME: TYSON FOODS INC DATE OF NAME CHANGE: 19920703 4 1 wk-form4_1700602769.xml FORM 4 X0508 4 2023-11-17 0 0000100493 TYSON FOODS, INC. TSN 0001820034 Thomas Phillip W 2200 W. DON TYSON PARKWAY SPRINGDALE AR 72762 0 1 0 0 VP, Controller & CAO 0 Class A Common Stock 2023-11-17 4 A 0 1795.24 A 18398.3021 D Class A Common Stock 2023-11-20 4 F 0 457 48.41 D 17941.3021 D Class A Common Stock 2023-11-20 4 M 0 720.284 A 18661.5861 D Class A Common Stock 2023-11-20 4 F 0 210 48.41 D 18588.5221 D Class A Common Stock 3005.9538 I Employee Stock Purchase Plan Non-Qualified Stock Options (Right to Buy) 48.74 2023-11-17 4 A 0 3862 0 A 2024-11-17 2033-11-17 Class A Common Stock 3862 3862 D Performance Shares 2023-11-17 4 A 0 1795.24 A Class A Common Stock 1795.24 1795.24 D Performance Shares 2023-11-17 4 A 0 1795.24 A Class A Common Stock 1795.24 1795.24 D Performance Shares 2023-11-20 4 M 0 1440.568 D Class A Common Stock 1440.568 0 D Restricted Stock award of Class A Common Stock which will vest in equal annual increments on each of approximately the first, second and third anniversary dates of the grant and become fully vested after three years. On November 20, 2023, 1,561.125 shares of restricted Class A Common Stock vested. The restricted shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement these shares were withheld by the Issuer to satisfy tax withholding obligations. On November 20, 2020 the Reporting Person received a grant of performance shares which vested or expired on November 20, 2023 subject to the achievement of performance criteria in the applicable Stock Incentive Agreement. The performance criteria were (a) a cumulative operating income target of $7.637 billion for the 2021-2023 fiscal years and (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2021-2023 fiscal years. The performance shares could vest at a level of 50 percent -200 percent per performance criteria and were previously reported in the aggregate as derivative securities at the 200 percent level. On November 20, 2023, 720.284 shares vested and are reported herein as acquired non-derivative securities and the remainder of the award expired. Pursuant to the terms of the award agreement, these shares were withheld by the Issuer to satisfy tax withholding obligations related to the vesting described in footnote 3. Includes 136.936 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11. Includes 769.8801 shares of the Issuer's Class A Common Stock purchased for the Reporting Person's account under the Issuer's Employee Stock Purchase Plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16b-3. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. Award of performance Class A Common Stock which vests on November 17, 2026 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2024-2026) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2024-2026) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires. Award of performance Class A Common Stock which will vest in equal annual increments on the first and second anniversary dates of the grant if the performance metric described in the applicable Stock Incentive Agreement (the "SIA") is achieved. The performance metric set forth in the SIAs is the achievement of a one year (fiscal 2024) operating income target. Subject to the achievement of the performance metric, the performance shares could vest at a level of 25 to 100 percent and are reported as derivative securities at the 100 percent level. If the performance metric is not achieved, the award expires. A portion of these performance shares vested as described in footnote 3. The remainder of the award expired. /s/ Adam Deckinger by Power of Attorney for Phillip Thomas 2023-11-21