PILGRIMS PRIDE CORP000080248112/26false00008024812021-04-282021-04-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 28, 2021
PILGRIM'S PRIDE CORPORATION
(Exact Name of registrant as specified in its charter)
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| Delaware | 1-9273 | 75-1285071 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
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| 1770 Promontory Circle | | 80634-9038 |
| Greeley | CO | | (Zip Code) |
| (Address of principal executive offices) | | | |
Registrant's telephone number, including area code: (970) 506-8000
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of Exchange on Which Registered |
| Common Stock, Par Value $0.01 | | PPC | | The Nasdaq Stock Market LLC |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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| 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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On April 28, 2021, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (“Amended Certificate”) reflecting a change to Article Five, Section 5.2(b). Article Five of the Company’s Certificate of Incorporation provides for a specified number of JBS Directors and Equity Directors, based upon the percentage ownership of JBS in the Company. In particular, the Certificate of Incorporation provides that the JBS Stockholder will have seven (7) directors if it owns at least 80% of our issued and outstanding Common Stock and eight (8) directors if it owns at least 90% of our issued and outstanding Common Stock. Under the filed amendment, the JBS Nominating Committee may choose to maintain only six (6) JBS Directors on the Board (rather than seven (7) or eight (8), respectively) if it beneficially owns at least 80% of our issued and outstanding Common Stock, in which case there would be three (3) Equity Directors (rather than two (2) Equity Directors or one (1) Equity Director, respectively). The Amended Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Amendment to Bylaws
On March 24, 2021, the Board approved a corresponding amendment to Article Three, Section 3.3 of our Amended and Restated Corporate Bylaws (“Amended Bylaws”), which became effective on April 28, 2021. The complete text of the Amended Bylaws is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2021, Pilgrim’s Pride Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:
1.The election of six JBS Directors to the Board of Directors.
2.The election of three Equity Directors to the Board of Directors.
3.A stockholder advisory vote on executive compensation.
4.The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 26, 2021.
5.A vote on an amendment to the Amended and Restated Certificate of Incorporation.
6.A vote on a stockholder proposal to provide a report regarding the reduction of water pollution.
7.A vote on a stockholder proposal to integrate ESG metrics into executive compensation.
Board of Director Election Results
The stockholders of the Company elected all of the Company’s nine nominees for director at the Annual Meeting pursuant to the following votes:
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| Name | | For | | Withheld | | Broker Non-Votes |
| Gilberto Tomazoni | | 212,847,246 | | 17,475,398 | | 5,570,361 |
| Wallim Cruz De Vasconcellos Junior | | 229,229,385 | | 1,093,259 | | 5,570,361 |
| Vincent Trius | | 212,884,238 | | 17,438,406 | | 5,570,361 |
| Andre Nogueira de Souza | | 212,945,468 | | 17,377,176 | | 5,570,361 |
| Farha Aslam | | 229,764,277 | | 558,367 | | 5,570,361 |
| Joanita Karoleski | | 228,109,297 | | 2,213,347 | | 5,570,361 |
| Michael L. Cooper | | 228,999,808 | | 1,322,686 | | 5,570,361 |
| Arquimedes A. Celis | | 229,738,667 | | 583,676 | | 5,570,361 |
| Ajay Menon | | 229,957,778 | | 364,716 | | 5,570,361 |
Say on Pay Results
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, including the compensation discussion and analysis, compensation tables and narrative discussion.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 227,202,266 | | 2,958,453 | | 162,075 | | 5,570,361 |
Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm Results
The appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 26, 2021 was ratified at the Annual Meeting. The votes were cast as follows:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 235,012,685 | | 834,124 | | 46,346 | | 0 |
Amendment to the Amended and Restated Certificate of Incorporation
The stockholders voted for the amendment to the Amended and Restated Certificate of Incorporation.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 230,155,348 | | 111,114 | | 56,332 | | 5,570,361 |
Stockholder Proposal to Provide a Report Regarding the Reduction of Water Pollution
The stockholders voted against the Board of Directors providing a report regarding the reduction of water pollution.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 25,256,618 | | 204,825,235 | | 240,941 | | 5,570,361 |
Stockholder Proposal to Integrate ESG Metrics into Executive Compensation
The stockholders voted against the integration of ESG metrics into executive compensation.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 11,760,164 | | 218,183,786 | | 378,844 | | 5,570,361 |
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 3.1 | | |
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| 3.2 | | |
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SIGNATURE
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.
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| | | PILGRIM’S PRIDE CORPORATION |
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| Date: | May 3, 2021 | | /s/ Matthew Galvanoni |
| | | Matthew Galvanoni |
| | | Senior Vice President and Chief Financial Officer |