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Shareholders at Smithfield Foods (SFD) approve directors, auditor and 2025 executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Smithfield Foods, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 2, 2026. Shareholders elected three directors — Wan Long, Hank Shenghua He, and Raymond A. Starling — to serve until the 2029 Annual Meeting.

Support for the nominees was strong, with Wan Long receiving 349,402,219 votes for, Hank Shenghua He receiving 352,339,183 votes for, and Raymond A. Starling receiving 368,046,086 votes for, alongside broker non-votes of 6,143,347 for each nominee.

Shareholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 3, 2027, by 379,298,050 votes for, 424,737 against, and 7,967 abstentions. In an advisory vote, shareholders approved 2025 compensation for named executive officers, with 369,498,286 votes for, 4,053,422 against, 35,699 abstentions, and 6,143,347 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Wan Long 349,402,219 votes Director election at 2026 Annual Meeting
Votes for Hank Shenghua He 352,339,183 votes Director election at 2026 Annual Meeting
Votes for Raymond A. Starling 368,046,086 votes Director election at 2026 Annual Meeting
Auditor ratification votes for 379,298,050 votes Ratification of Ernst & Young LLP for FY ending January 3, 2027
Auditor ratification votes against 424,737 votes Ratification of Ernst & Young LLP
Say-on-pay votes for 369,498,286 votes Advisory approval of 2025 named executive officer compensation
Say-on-pay votes against 4,053,422 votes Advisory approval of 2025 named executive officer compensation
Broker Non-Votes financial
"Director Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis financial
"Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officers financial
"the compensation of the Company’s named executive officers for fiscal year 2025"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders on June 2, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
0000091388FALSE00000913882026-06-022026-06-02

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): June 02, 2026    
SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)
Virginia 001-15321 52-0845861
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
200 Commerce Street
Smithfield, VA 23430
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (757) 365-3000
N/A
(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(s)
Name of each exchange
on which registered
Common Stock, no par valueSFDThe Nasdaq Global Select Market
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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.

Smithfield Foods, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 2, 2026 (the “2026 Annual Meeting”). The final voting results of the matters presented at the 2026 Annual Meeting are set forth below. For more information on the following proposals, see the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 20, 2026 (the “2026 Proxy Statement”).

1. Proposal 1 - Election of Directors.
Shareholders elected all three director nominees named in the 2026 Proxy Statement to the Company’s Board of Directors to serve until the Company’s 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.

Director Nominee
For
Withheld
Broker Non-Votes
Wan Long349,402,21924,185,1886,143,347
Hank Shenghua He 352,339,18321,248,2246,143,347
Raymond A. Starling
368,046,0865,541,3216,143,347

2. Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.
Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027.
For
Against
Abstain
379,298,050424,7377,967

3. Proposal 3 - Advisory Vote on Approval of the Compensation of the Named Executive Officers.
Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2025.
For
Against
Abstain
Broker Non-Votes
369,498,2864,053,42235,6996,143,347





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.
SMITHFIELD FOODS, INC.
Date: June 3, 2026By:/s/ Mark L. Hall
Mark L. Hall
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Smithfield Foods (SFD) shareholders decide at the 2026 Annual Meeting?

Shareholders elected all three director nominees, ratified Ernst & Young LLP as auditor, and approved 2025 named executive officer compensation on an advisory basis. These votes confirm support for the board slate, the external auditor, and the existing executive pay program.

Were Smithfield Foods (SFD) director nominees approved in 2026?

Yes. Wan Long, Hank Shenghua He, and Raymond A. Starling were elected to the board to serve until the 2029 Annual Meeting. Each received strong majority support, with vote totals exceeding 349 million shares cast in favor of their elections.

Did Smithfield Foods (SFD) shareholders ratify Ernst & Young as auditor for 2027?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 3, 2027. The vote was 379,298,050 shares for, 424,737 against, and 7,967 abstaining, indicating broad backing for the auditor.

How did Smithfield Foods (SFD) shareholders vote on executive compensation?

Shareholders approved, on a non-binding advisory basis, compensation for named executive officers for fiscal year 2025. The vote was 369,498,286 shares for, 4,053,422 against, 35,699 abstentions, and 6,143,347 broker non-votes, signaling general support for the pay program.

When was the Smithfield Foods (SFD) 2026 Annual Meeting held?

The 2026 Annual Meeting of Shareholders was held on June 2, 2026. At this meeting, investors voted on director elections, ratification of Ernst & Young LLP as auditor, and an advisory resolution on 2025 executive compensation for named executive officers.

How many broker non-votes occurred in Smithfield Foods’ 2026 director elections?

Each of the three director elections recorded 6,143,347 broker non-votes. Broker non-votes arise when brokers lack authority to vote uninstructed shares on certain matters, and they typically do not affect whether a director nominee achieves majority support.

Filing Exhibits & Attachments

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