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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 30, 2024
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 1-2402 | 41-0319970 |
(State or Other Jurisdiction of
Incorporation) | (Commission File
Number) | (IRS Employer Identification Number) |
| | | | | | | | |
1 Hormel Place, Austin, Minnesota | | 55912-3680 |
| (Address of principal executive offices) | | (Zip Code) |
(507) 437-5611
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock $0.01465 par value | | HRL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders
Hormel Foods Corporation (the Company) conducted its annual stockholders meeting on January 30, 2024.
At the annual meeting, 498,653,662 shares were represented (91.2 percent of the 546,840,056 shares outstanding and entitled to vote). Four items were considered at the meeting and the results of the voting were as follows:
1.Election of Directors: The nominees in the proxy statement were: Prama Bhatt, Gary C. Bhojwani, Stephen M. Lacy, Elsa A. Murano, Ph.D., William A. Newlands, Christopher J. Policinski, Jose Luis Prado, Sally J. Smith, James P. Snee, Steven A. White, Raymond G. Young, and Michael P. Zechmeister. The results were as follows: | | | | | | | | | | | | | | |
DIRECTOR: | FOR | AGAINST |
ABSTAIN | BROKER
NON-VOTE |
| Prama Bhatt | 454,871,443 | 5,800,227 | 762,116 | 37,219,876 |
| Gary C. Bhojwani | 441,297,654 | 19,462,215 | 673,917 | 37,219,876 |
| Stephen M. Lacy | 435,958,866 | 24,824,637 | 650,283 | 37,219,876 |
| Elsa A. Murano, Ph.D. | 448,996,030 | 11,767,456 | 670,300 | 37,219,876 |
| William A. Newlands | 450,513,938 | 10,180,027 | 739,821 | 37,219,876 |
| Christopher J. Policinski | 452,666,246 | 8,141,543 | 625,997 | 37,219,876 |
| Jose Luis Prado | 451,293,051 | 9,452,610 | 688,125 | 37,219,876 |
| Sally J. Smith | 454,929,354 | 5,898,575 | 605,857 | 37,219,876 |
| James P. Snee | 443,976,459 | 16,140,165 | 1,317,162 | 37,219,876 |
| Steven A. White | 449,293,787 | 11,393,721 | 746,278 | 37,219,876 |
| Raymond G. Young | 456,056,972 | 4,675,731 | 701,083 | 37,219,876 |
| Michael P. Zechmeister | 455,793,784 | 4,903,346 | 736,656 | 37,219,876 |
2. Approve the amendment of the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law:
| | | | | | | | |
| For | | 443,753,912 |
| Against | | 16,695,831 |
| Abstain | | 984,043 |
| Broker Non-Vote | | 37,219,876 |
3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 27, 2024:
| | | | | | | | |
| For | | 488,559,886 |
| Against | | 9,353,747 |
| Abstain | | 740,029 |
4. Advisory vote to approve the Company’s Named Executive Officer compensation as disclosed in the Company’s 2024 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 20, 2023):
| | | | | | | | |
| For | | 444,749,410 |
| Against | | 15,348,953 |
| Abstain | | 1,335,423 |
| Broker Non-Vote | | 37,219,876 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 1, 2024, Raymond G. Young resigned from the Hormel Foods Corporation Board of Directors, effective immediately, having meaningfully contributed to the Board during his tenure.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| HORMEL FOODS CORPORATION |
| | (Registrant) |
| | |
| Dated: February 2, 2024 | By | /s/ JAMES P. SNEE |
| | JAMES P. SNEE |
| | Chairman of the Board, President and |
| | Chief Executive Officer |