Tyson Foods (TSN) investors re-elect full board and reject ESG proposals

Rhea-AI Filing Summary

Tyson Foods, Inc. reported the results of its 2026 Annual Meeting of shareholders. All 15 nominated directors, including John H. Tyson, Donnie King and Noel White, were elected to serve until the next annual meeting. Shareholders also ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending October 3, 2026.

Investors approved an amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan and backed, on an advisory basis, the compensation of the company’s named executive officers. Three shareholder proposals—on class-based voting result disclosure, a report on environmental and human health impacts from waste lagoons, and a report on immigration-related impacts—did not receive approval.

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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): February 5, 2026

TYSON FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-14704

71-0225165

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2200 West Don Tyson Parkway,

Springdale,

Arkansas

72762-6999

(Address of Principal Executive Offices)

(Zip Code)

(479) 290-4000

(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 (see General Instruction A.2. below):

☐    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

Class A Common Stock

Par Value

$0.10

TSN

New York Stock Exchange

Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a share-for-share basis.

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.

At the 2026 Annual Meeting, seven proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Proxy Statement filed December 17, 2025. At the 2026 Annual Meeting, the Company’s shareholders:

1) elected John H. Tyson, Les R. Baledge, Mike Beebe, Sarah Bond, Maria Claudia Borras, David J. Bronczek, Donnie King, Maria N. Martinez, Cheryl S. Miller, Kate B. Quinn, Jeffrey K. Schomburger, Barbara A. Tyson, John R. Tyson, Olivia L. Tyson and Noel White to serve as directors until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified;

2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026;

3) approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan;

4) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

5) did not approve a shareholder proposal regarding disclosure of voting results based on class of shares;

6) did not approve a shareholder proposal regarding a report on environmental and human health impacts from waste lagoons;

7) did not approve a shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations.

Set forth below are the voting results for each matter submitted to a vote (certain numbers in tables may not total due to rounding):

1.Election of directors:

Directors			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
John H Tyson			874,364,492			46,599,079			214,787			27,064,015
Les R. Baledge			873,508,339			46,191,701			1,478,318			27,064,015
Mike Beebe			867,840,768			53,116,972			220,618			27,064,015
Sarah Bond			915,455,574			5,502,292			220,492			27,064,015
Maria Claudia Borras			868,655,150			52,302,343			220,865			27,064,015
David J. Bronczek			828,434,418			92,516,778			227,162			27,064,015
Donnie King			911,865,873			9,103,953			208,532			27,064,015
Maria N. Martinez			869,822,677			51,130,089			225,592			27,064,015
Cheryl S. Miller			843,776,769			77,172,276			229,313			27,064,015
Kate B. Quinn			911,595,763			9,353,445			229,150			27,064,015
Jeffrey K. Schomburger			898,123,269			21,568,231			1,486,858			27,064,015
Barbara A. Tyson			876,410,180			44,553,656			214,522			27,064,015
John R. Tyson			874,321,577			46,617,204			239,577			27,064,015
Olivia L. Tyson			844,181,481			76,781,986			214,891			27,064,015
Noel White			898,573,967			22,386,555			217,836			27,064,015

2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2026:

Votes For			943,258,530
Votes Against			3,448,667
Votes Abstained			1,535,176

3.Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan:

Votes For			845,056,479
Votes Against			75,720,226
Votes Abstained			401,653
Broker Non-Votes			27,064,015

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4.Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:

Votes For			757,601,824
Votes Against			163,240,218
Votes Abstained			336,316
Broker Non-Votes			27,064,015

5.Shareholder proposal regarding disclosure of voting results based on class of shares:

Votes For			133,051,698
Votes Against			787,654,285
Votes Abstained			472,375
Broker Non-Votes			27,064,015

6.Shareholder proposal regarding a report on environmental and human health impacts from waste lagoons:

Votes For			23,451,579
Votes Against			896,423,218
Votes Abstained			1,303,561
Broker Non-Votes			27,064,015

7.Shareholder proposal regarding a report on the anticipated impact of recent changes in US immigration practices on the Company's finances and operations:

Votes For			24,679,761
Votes Against			895,548,135
Votes Abstained			950,462
Broker Non-Votes			27,064,015

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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.

						TYSON FOODS, INC.
Date: February 9, 2026						By:			/s/ Curt T. Calaway
						Name:			Curt T. Calaway
						Title:			Chief Financial Officer

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FAQ

What did Tyson Foods (TSN) shareholders decide at the 2026 Annual Meeting?

Shareholders elected all 15 director nominees, ratified PricewaterhouseCoopers LLP as auditor, approved amendments to the 2000 Stock Incentive Plan, and supported executive pay on an advisory basis. Three shareholder proposals on voting disclosure, waste lagoons and immigration-related reporting were not approved.

Which directors were elected to Tyson Foods (TSN) board in 2026?

Shareholders elected 15 directors, including John H. Tyson, Donnie King, Barbara A. Tyson, John R. Tyson, Olivia L. Tyson, Noel White and others. Each will serve until the next annual meeting and until a successor is duly elected and qualified, based on majority support.

Was Tyson Foods’ auditor ratified by shareholders in 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Tyson Foods’ independent registered public accounting firm for the fiscal year ending October 3, 2026, with 943,258,530 votes for, 3,448,667 votes against and 1,535,176 abstentions, indicating very strong support for continuing the existing audit relationship.

Did Tyson Foods (TSN) shareholders approve the 2000 Stock Incentive Plan changes?

Yes. The amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan was approved with 845,056,479 votes for, 75,720,226 votes against and 401,653 abstentions, plus 27,064,015 broker non-votes. This supports continued use of equity incentives under the revised plan terms.

How did Tyson Foods shareholders vote on executive compensation (say-on-pay) in 2026?

Shareholders approved the compensation of Tyson Foods’ named executive officers on a non-binding advisory basis, with 757,601,824 votes for, 163,240,218 votes against and 336,316 abstentions, plus 27,064,015 broker non-votes, indicating overall shareholder support for the company’s executive pay programs.

What happened to Tyson Foods’ shareholder proposals on environmental and immigration reporting?

Shareholders did not approve these proposals. The waste lagoon impacts report received 23,451,579 votes for and 896,423,218 against. The immigration-related impacts report received 24,679,761 votes for and 895,548,135 against, with broker non-votes of 27,064,015 on each, showing limited support for additional reports.

Did Tyson Foods shareholders support a proposal to disclose voting results by share class?

No. The shareholder proposal on disclosure of voting results by class of shares received 133,051,698 votes for, 787,654,285 votes against and 472,375 abstentions, with 27,064,015 broker non-votes. The outcome means Tyson Foods will not adopt this requested class-based disclosure approach from this proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB