01—Abstract
Summary
Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Tyson Foods, Inc. filed this Form 8-K under Item 5.07 to report the results of its 2026 Annual Meeting of Shareholders.
Shareholders voted on seven proposals described in the Proxy Statement filed December 17, 2025. All 15 director nominees were elected to serve until the next annual meeting, and shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending October 3, 2026. Shareholders approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan and, on a non-binding advisory basis, approved the compensation of the named executive officers.
The votes against the advisory compensation proposal were 163,240,218, compared with 757,601,824 votes for. Management's proposals therefore passed, and the approval margin on the say-on-pay vote was narrower than on most other matters.
Three shareholder proposals were not approved: one on disclosure of voting results by class of shares, one on a report on environmental and human health impacts from waste lagoons, and one on a report on the anticipated impact of recent changes in U.S. immigration practices on the Company's finances and operations. The waste lagoon and immigration proposals received 23,451,579 and 24,679,761 votes for, respectively, against 896,423,218 and 895,548,135 votes against.
02—Key points
Key Highlights
- Shareholders elected all 15 director nominees, including John H. Tyson, Sarah Bond, Donnie King and Noel White, to serve until the next annual meeting.
- Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending October 3, 2026, with 943,258,530 votes for and 3,448,667 against.
- Shareholders approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan, with 845,056,479 votes for and 75,720,226 against.
- Shareholders approved on a non-binding advisory basis the compensation of the named executive officers, with 757,601,824 votes for and 163,240,218 against.
- Director David J. Bronczek received the most votes against among the nominees, at 92,516,778, though he was still elected with 828,434,418 votes for.
- All three shareholder proposals on the ballot were not approved, including the proposals on waste lagoon impacts and on the impact of U.S. immigration practices.
- Broker non-votes were 27,064,015 on each of the matters that had them.
03—Questions
Frequently Asked Questions
Which directors were elected at the 2026 Annual Meeting?
The shareholders 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. Each will serve until the next annual meeting and until a successor is duly elected and qualified.
Did shareholders approve the auditor and the executive pay program?
Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending October 3, 2026, and approved the compensation of the named executive officers on a non-binding advisory basis. The say-on-pay vote recorded 757,601,824 votes for and 163,240,218 against.
What was the outcome of the shareholder proposals?
None of the three shareholder proposals was approved. The proposals concerned disclosure of voting results based on class of shares, a report on environmental and human health impacts from waste lagoons, and a report on the anticipated impact of recent changes in U.S. immigration practices on the Company's finances and operations.
What amendment was approved for the stock incentive plan?
Shareholders approved the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan. The vote was 845,056,479 for, 75,720,226 against and 401,653 abstaining, with 27,064,015 broker non-votes.
04—Continue