Form 8-K - Current report

0000100493falseiso4217:USDxbrli:shares00001004932024-08-292024-08-29

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): August 29, 2024

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)

[phone]

(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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2024, Tyson Foods, Inc. (the “Company”) appointed Curt Calaway as the Company’s Chief Financial Officer. Mr. Calaway, 50, most recently served as the Company’s interim Chief Financial Officer since June 2024, as the Chief Financial Officer for the Company’s Prepared Foods business segment since May 2024, and was also responsible for the Company’s mergers & acquisitions and corporate development efforts. Prior to that, Mr. Calaway has served as Senior Vice President and Treasurer from April 2022 to May 2024 and from December 2018 to May 2021. Between May 2021 and April 2022, he served as Senior Vice President Finance and Corporate Development. Mr. Calaway joined the Company in 2006, and has also held various leadership roles including Controller, Chief Accounting officer and Vice President of Audit and Compliance.

In connection with his appointment, the Company increased Mr. Calaway’s annual base salary to $675,000 and increased his target annual incentive plan award to 110% of his base salary, each of these changes effective as of June 13, 2024, the date of his initial appointment as interim Chief Financial Officer. Mr. Calaway’s current target annual long-term incentive award is $300,000.

There are no arrangements or understandings between Mr. Calaway and any other persons pursuant to which Mr. Calaway was selected as an officer of the Company, Mr. Calaway has no family relationships with any of the Company’s directors or executive officers, and he is not a party to and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Calaway’s appointment is furnished as Exhibit 99.1.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information may only be incorporated by reference into another filing under the Exchange Act or the Securities Act, if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number			Description
99.1			Press Release, dated August 29, 2024
104			Cover Page Interactive Data File formatted in iXBRL.

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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: August 29, 2024						By:			/s/ Adam S. Deckinger
						Name:			Adam S. Deckinger
						Title:			General Counsel and Secretary

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Tyson Foods Names Curt Calaway Chief Financial Officer

SPRINGDALE, Ark., August 29, 2024 – Tyson Foods, Inc. (NYSE: TSN) announced today that Curt Calaway has been named Chief Financial Officer, effective immediately. Calaway has been with the company since 2006, most recently serving as interim Chief Financial Officer. Calaway will report directly to Donnie King, President and Chief Executive Officer of Tyson Foods.

Calaway has nearly 30 years of experience in finance, audit and accounting. Prior to being named interim CFO, Calaway served as the CFO for Tyson Foods’ Prepared Foods Business Unit and was also responsible for the company’s Mergers & Acquisitions (M&A) and corporate development efforts. Calaway served as Senior Vice President of Finance and Treasurer, where he led Investor Relations, Treasury, Corporate Finance, Corporate Financial Planning & Accounting, M&A, Corporate Development, and Supply Chain Finance. Calaway has held various leadership roles with the company during his 18-year tenure, including Controller, Chief Accounting Officer and Vice President of Audit and Compliance.

“Curt is a proven leader with deep industry knowledge and a wealth of experience in financial strategy and reporting,” said King. “I am confident Curt will continue to help drive our operational excellence and shareholder value.”

Calaway succeeds John R. Tyson. John remains with the company but is currently on health-related leave.

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About Tyson Foods, Inc. 

Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 139,000 team members on September 30, 2023. Visit www.tysonfoods.com.

Media Contact: [e-mail]

Cover	Aug. 29, 2024 $ / shares
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 29, 2024
Entity Registrant Name	TYSON FOODS, INC.
City Area Code	(479)
Local Phone Number	290-4000
Entity Central Index Key	0000100493
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2200 West Don Tyson Parkway,
Entity Address, City or Town	Springdale,
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72762-6999
Title of 12(b) Security	Class A Common Stock
Entity Listing, Par Value Per Share	$ 0.10
Trading Symbol	TSN
Security Exchange Name	NYSE
Entity File Number	001-14704
Entity Tax Identification Number	71-0225165
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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