0000048465false00000484652023-01-312023-01-31
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 31, 2023
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
The Company conducted its annual stockholders’ meeting on January 31, 2023.
At the annual meeting, 501,078,193 shares were represented (91.7 percent of the 546,347,256 shares outstanding and entitled to vote). Five 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., Susan K. Nestegard, William A. Newlands, Christopher J. Policinski, Jose Luis Prado, Sally J. Smith, James P. Snee, and Steven A. White. The results were as follows: | | | | | | | | | | | | | | |
DIRECTOR: | FOR | AGAINST |
ABSTAIN | BROKER NON-VOTE |
| Prama Bhatt | 462,682,222 | 2,656,200 | 615,915 | 35,123,856 |
| Gary C. Bhojwani | 431,658,836 | 33,861,891 | 433,610 | 35,123,856 |
| Stephen M. Lacy | 442,535,774 | 23,024,674 | 393,889 | 35,123,856 |
| Elsa A. Murano, Ph.D. | 457,109,309 | 8,431,017 | 414,011 | 35,123,856 |
| Susan K. Nestegard | 456,931,326 | 8,549,676 | 473,335 | 35,123,856 |
| William A. Newlands | 462,501,732 | 3,017,270 | 435,335 | 35,123,856 |
| Christopher J. Policinski | 459,824,596 | 5,750,039 | 379,702 | 35,123,856 |
| Jose Luis Prado | 463,381,581 | 2,147,040 | 425,716 | 35,123,856 |
| Sally J. Smith | 461,538,698 | 3,981,669 | 433,970 | 35,123,856 |
| James P. Snee | 452,722,730 | 10,163,567 | 3,068,040 | 35,123,856 |
| Steven A. White | 453,354,194 | 12,217,025 | 383,118 | 35,123,856 |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 29, 2023:
| | | | | | | | |
For: | | 490,062,300 |
Against: | | 10,521,289 |
Abstain: | | 494,604 |
3. Advisory vote to approve the Company’s Named Executive Officer compensation as disclosed in the Company’s 2023 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 21, 2022):
| | | | | | | | |
| For: | | 453,374,829 |
| Against: | | 11,351,300 |
| Abstain: | | 1,228,208 |
| Broker Non-Vote: | | 35,123,856 |
4. Advisory vote to determine the frequency of the stockholder advisory vote to approve Named Executive Officer compensation set forth in the Company’s proxy statement:
| | | | | | | | |
| Every Year: | | 460,832,645 |
| Every Two Years: | | 428,255 |
| Every Three Years: | | 3,927,412 |
| Abstain: | | 766,025 |
| Broker Non-Vote: | | 35,123,856 |
In light of the voting results for this item, the Company’s Board of Directors determined that it will hold a stockholder advisory vote on the compensation of the Company’s Named Executive Officers every year.
5. Stockholder proposal requesting the Company comply with World Health Organization guidelines on antimicrobial use throughout its supply chains:
| | | | | | | | |
| For: | | 27,382,976 |
| Against: | | 436,218,732 |
| Abstain: | | 2,352,629 |
| Broker Non-Vote: | | 35,123,856 |
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 3, 2023 | By | /s/ JAMES P. SNEE |
| | | JAMES P. SNEE |
| | | Chairman of the Board, President and |
| | | Chief Executive Officer |
| |
| | |
| | |
| | | |
Dated: February 3, 2023 | By | /s/ JACINTH C. SMILEY |
| | | JACINTH C. SMILEY |
| | | Executive Vice President and |
| | | Chief Financial Officer |