01—Abstract
Summary
Summary of the 8-K filed June 18, 2026. Cited figures are marked; the original filing is the authoritative source.
Tyson Foods, Inc. filed this Form 8-K on June 18, 2026 under Item 5.02, disclosing that on June 17, 2026 it entered into a Third Amended and Restated Employment Agreement with Chairman John H.
Tyson. The agreement was reviewed and approved by the independent directors of the Board and replaces Mr. Tyson's prior employment agreement dated November 9, 2017. It sets an initial term ending September 30, 2029, with automatic three-year renewals unless terminated, an annual base salary of $3,500,000,a an annual incentive target of 300% of base salary, and a long-term incentive target grant date value of $6,000,000 split 50% performance stock units and 50% restricted stock units, all subject to Compensation and Leadership Development Committee performance objectives where applicable.
The agreement also provides a one-time incentive cash award of $40,000,000,b partially subject to pro-rata repayment if Mr. Tyson resigns without Good Reason or is terminated for Cause before September 30, 2029. Security, aircraft and benefits terms include required use of Company-owned aircraft for certain senior executives with tax gross-ups for approved personal use, 300 hours of annual aircraft use for flights where he is not a passenger, personal security services with up to $150,000 annually in additional security, reimbursement of a life insurance premium, and a Supplemental Executive Retirement Plan benefit of approximately $175,000 per year. On termination without Cause or for Good Reason, subject to a general release, Mr. Tyson would receive the greater of two years of base salary, two times target annual bonus and two times target long-term incentive award, or the sum of those amounts through the end of the term, along with accelerated vesting of certain equity awards, cash redemption eligibility for vested options, and lifetime medical coverage.
The agreement includes a non-compete ending on the later of 24 months post-termination or September 30, 2031, a 24-month non-solicitation covenant, and confidentiality obligations. The full agreement is to be filed as an exhibit to the Form 10-Q for the quarter ending June 27, 2026.
02—Key points
Key Highlights
- Chairman John H. Tyson's Third Amended and Restated Employment Agreement, dated June 17, 2026, replaces his November 9, 2017 agreement and was approved by the independent directors.
- Initial term runs through September 30, 2029, with automatic three-year renewals unless terminated.
- Annual base salary of $3,500,000, annual incentive target of 300% of base salary, and long-term incentive target grant value of $6,000,000 (50% PSUs, 50% RSUs).
- One-time incentive cash award of $40,000,000, partly subject to pro-rata repayment if he resigns without Good Reason or is terminated for Cause before September 30, 2029.
- Perquisites include required Company-owned aircraft use with tax gross-ups for approved personal use, 300 annual hours of aircraft use for non-passenger flights, personal security services plus up to $150,000 of additional security annually, and a SERP benefit of approximately $175,000 per year.
- Severance on termination without Cause or for Good Reason is the greater of two years of salary, two times target bonus and two times target LTI, or the remaining term's compensation, plus equity vesting and lifetime medical coverage, subject to a general release.
- Non-compete runs to the later of 24 months post-termination or September 30, 2031, with a 24-month non-solicitation covenant; the full agreement will be filed with the Form 10-Q for the quarter ending June 27, 2026.
03—Questions
Frequently Asked Questions
What is changing in this 8-K?
The filing discloses a new Third Amended and Restated Employment Agreement with Chairman John H. Tyson, entered into June 17, 2026, which replaces his prior agreement dated November 9, 2017.
What are Mr. Tyson's core compensation terms?
He receives an annual base salary of $3,500,000, an annual incentive target of 300% of base salary, and a long-term incentive target grant date value of $6,000,000, split equally between performance stock units and restricted stock units, subject to performance objectives where applicable.
Does the agreement include a special one-time payment, and are there clawback provisions?
Yes. Mr. Tyson will receive a one-time incentive award cash payment of $40,000,000. A portion is subject to pro-rata repayment if he voluntarily resigns without Good Reason or is terminated for Cause before September 30, 2029.
What severance would Mr. Tyson receive if terminated without Cause or resigning for Good Reason?
He would receive a lump sum equal to the greater of two years of base salary, two times target annual bonus and two times target long-term incentive award, or the sum of those amounts through the end of the current term, subject to a general release. Certain equity awards would vest, vested options would be eligible for cash redemption, and he would receive lifetime medical coverage.
What restrictive covenants apply after employment ends?
A non-competition restriction runs until the later of 24 months post-termination or September 30, 2031, along with a 24-month post-termination non-solicitation restriction and customary confidentiality obligations. The full agreement will be filed as an exhibit to the Form 10-Q for the quarter ending June 27, 2026.
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