0000048465false00000484652024-01-302024-01-30

Date of Report (Date of earliest event reported) January 30, 2024

(Exact name of registrant as specified in its charter)

 

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:

 

☐ 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:

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

Hormel Foods Corporation (the Company) conducted its annual stockholders meeting on January 30, 2024.

At the annual meeting, 498,653,662 shares were represented (91.2 percent of the 546,840,056 shares outstanding and entitled to vote). Four items were considered at the meeting and the results of the voting were as follows:

1.Election of Directors: The nominees in the proxy statement were: Prama Bhatt, Gary C. Bhojwani, Stephen M. Lacy, Elsa A. Murano, Ph.D., William A. Newlands, Christopher J. Policinski, Jose Luis Prado, Sally J. Smith, James P. Snee, Steven A. White, Raymond G. Young, and Michael P. Zechmeister. The results were as follows:

DIRECTOR:			FOR			AGAINST			ABSTAIN			BROKER NON-VOTE
Prama Bhatt			454,871,443			5,800,227			762,116			37,219,876
Gary C. Bhojwani			441,297,654			19,462,215			673,917			37,219,876
Stephen M. Lacy			435,958,866			24,824,637			650,283			37,219,876
Elsa A. Murano, Ph.D.			448,996,030			11,767,456			670,300			37,219,876
William A. Newlands			450,513,938			10,180,027			739,821			37,219,876
Christopher J. Policinski			452,666,246			8,141,543			625,997			37,219,876
Jose Luis Prado			451,293,051			9,452,610			688,125			37,219,876
Sally J. Smith			454,929,354			5,898,575			605,857			37,219,876
James P. Snee			443,976,459			16,140,165			1,317,162			37,219,876
Steven A. White			449,293,787			11,393,721			746,278			37,219,876
Raymond G. Young			456,056,972			4,675,731			701,083			37,219,876
Michael P. Zechmeister			455,793,784			4,903,346			736,656			37,219,876

2.    Approve the amendment of the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law:

3.    Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 27, 2024:

4.    Advisory vote to approve the Company’s Named Executive Officer compensation as disclosed in the Company’s 2024 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 20, 2023):

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

On February 1, 2024, Raymond G. Young resigned from the Hormel Foods Corporation Board of Directors, effective immediately, having meaningfully contributed to the Board during his tenure.

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.