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0000100493falseiso4217:USDxbrli:shares00001004932025-05-082025-05-08


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): May 8, 2025
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 8, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Tyson Foods, Inc. (the “Company”) increased the size of the Board from thirteen to fifteen directors and appointed Ms. Olivia Tyson and Mr. John R. Tyson as members of the Board. The Board also appointed Ms. Tyson to serve on the Board’s Compensation and Leadership Development Committee and Technology Committee, and appointed Mr. Tyson to serve on the Strategy and Acquisitions Committee and Technology Committee.

Prior to his appointment to the Board, Mr. Tyson most recently served as a Senior Vice President of the Company and his compensation included an annual base salary of $200,000, a target annual incentive payment of 70% of his base salary, which will be pro-rated for his time served in the role, and an award of restricted stock units on February 7, 2025, with a grant date fair value of $190,000. As of the Effective Date, Mr. Tyson’s cash and equity compensation will be equal to that provided to the Company’s non-employee directors, as specified by the Company’s current director compensation policy, with the equity grant to be made in November. Mr. Tyson remains an employee of the Company.

Ms. Tyson will receive compensation in accordance with the Company’s current director compensation policy.

Ms. Tyson and Mr. Tyson are the children of John H. Tyson, the Chairman of the Board of the Company. Transactions required to be reported under Item 404(a) of Regulation S-K are disclosed under the “Certain Transactions” section in the Company’s proxy statement filed on December 18, 2024, and such information is incorporated by reference into this Current Report on Form 8-K. There are no arrangements or understandings pursuant to which they were appointed as directors.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing the appointments of Ms. Tyson and Mr. Tyson to the Board 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 of 1933, as amended, 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
104 Cover Page Interactive Data File formatted in iXBRL.
2

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: May 8, 2025 By: /s/ Curt T. Calaway
Name: Curt T. Calaway
Title: Chief Financial Officer
3
EX-99.1 2 pressreleasedated050825.htm EX-99.1 Document

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Tyson Foods Announces Addition of Olivia Tyson, John R. Tyson to Board of Directors

SPRINGDALE, Ark. – May 8, 2025 – Tyson Foods, Inc. (NYSE: TSN) today announced the appointment of Olivia Tyson and John Randal Tyson as new directors, effective May 8, 2025. Olivia will serve on the Compensation and Leadership Development and Technology Committees and John Randal will serve on the Strategy and Acquisitions and Technology Committees.
Both have been involved in the company for many years. They will be the fourth generation of Tyson family members to sit on the board of the company founded by their great-grandfather, John W. Tyson.
Olivia Tyson has served as President of the Tyson Family Foundation since 2018. Under her leadership, the foundation has made significant investments in Northwest Arkansas, where the company is based, including improving food security, arts education and entrepreneurship pipelines in disadvantaged communities. Olivia also serves on the Creative Arkansas Cultural Hub and Exchange Board of Directors and The Momentary Council. Additionally, she is a co-founder of Tricky Knot, an entertainment development and financing company based in New York. The company has invested in and supported films that have appeared at the Tribeca Film Festival, Cannes Film Festival and South by Southwest.
John R. Tyson is an executive, investor and non-profit board member who brings several years of direct industry experience to the board. He previously served in multiple executive roles at the company, including Chief Financial Officer and Chief Strategy Officer. John has a Bachelor of Arts in Economics from Harvard University and a Master of Business Administration from the Stanford Graduate School of Business. Prior to his tenure as a Tyson Foods executive, he worked in investment banking as a private equity and venture capital investor. He is a term member of the Council on Foreign Relations.


“Barbara and I are proud to welcome Olivia and John Randal to the board,” said Chairman John H. Tyson. “With their leadership, I am confident that we will continue to uphold the values of generations of the Tyson family and serve as stewards of the company for the long-term benefit of our team members, our communities, and our shareholders. We have an industry-leading management team and an exceptional group of outside independent directors with the skillsets and experiences to sustain Tyson’s future success. I am confident about our strategy and excited to step into a new chapter of working with the fourth generation of Tyson family members to help oversee the business.”
 
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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 138,000 team members as of September 2024. Visit www.tysonfoods.com.
Media Contact: tysonfoodspr@tyson.com