Document
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) January 29, 2019
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 1-2402 | | 41-0319970 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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1 Hormel Place Austin, MN 55912 |
(Address of Principal Executive Office) |
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Registrant’s telephone number, including area code: (507) 437-5611 |
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))
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. [ ]
Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On January 29, 2019, the Board of Directors of Hormel Foods Corporation (the “Company”) approved an amended Code of Ethical Business Conduct (the “Code”). The Code is applicable to all employees, officers and directors of the Company and its subsidiaries, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code was amended to improve readability and more clearly communicate the Company’s expectations regarding ethical business conduct. The Code is also organized by subject matter, including examples, to make it easier for Company personnel to find and apply applicable guidance. The Code does not materially change the responsibilities and obligations that applied previously.
The foregoing description is qualified in its entirety by reference to the Code, which is attached hereto as Exhibit 99. The Code is also available on the Company’s website at www.hormelfoods.com/responsibility/ethics-governance-and-risk/.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company conducted its annual stockholders’ meeting on January 29, 2019.
At the annual meeting, 514,405,545 shares were represented (96.2 percent of the 534,595,685 shares outstanding and entitled to vote). Three items were considered at the meeting and the results of the voting were as follows:
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1. | Election of Directors: The nominees in the proxy statement were: Gary C. Bhojwani, Terrell K. Crews, Glenn S. Forbes, M.D., Stephen M. Lacy, Elsa A. Murano, Ph.D., Robert C. Nakasone, Susan K. Nestegard, William A. Newlands, Dakota A. Pippins, Christopher J. Policinski, Sally J. Smith, James P. Snee, and Steven A. White. The results were as follows: |
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DIRECTOR: | FOR | AGAINST |
ABSTAIN | BROKER NON-VOTE |
Gary C. Bhojwani | 461,436,537 | 919,750 | 378,865 | 51,670,393 |
Terrell K. Crews | 459,817,673 | 2,660,920 | 256,559 | 51,670,393 |
Glenn S. Forbes, M.D. | 461,738,303 | 737,069 | 259,780 | 51,670,393 |
Stephen M. Lacy | 458,548,972 | 3,919,880 | 266,300 | 51,670,393 |
Elsa A. Murano, Ph.D. | 460,620,459 | 1,862,373 | 252,320 | 51,670,393 |
Robert C. Nakasone | 456,404,284 | 5,945,618 | 385,250 | 51,670,393 |
Susan K. Nestegard | 461,116,589 | 955,854 | 662,709 | 51,670,393 |
William A. Newlands | 461,640,822 | 827,621 | 266,709 | 51,670,393 |
Dakota A. Pippins | 458,858,630 | 3,603,138 | 273,384 | 51,670,393 |
Christopher J. Policinski | 461,057,365 | 1,416,666 | 261,121 | 51,670,393 |
Sally J. Smith | 461,402,436 | 1,083,385 | 249,331 | 51,670,393 |
James P. Snee | 457,466,891 | 1,998,049 | 3,270,212 | 51,670,393 |
Steven A. White | 461,144,657 | 1,332,273 | 258,222 | 51,670,393 |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 27, 2019:
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For: | | 508,618,349 |
Against: | | 5,102,605 |
Abstain: | | 684,591 |
3. Advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s 2019 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 19, 2018):
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For: | | 456,289,949 |
Against: | | 5,554,465 |
Abstain: | | 890,738 |
Broker Non-Vote: | | 51,670,393 |
Item 9.01 Exhibits
(d) Exhibits furnished pursuant to Item 5.05
SIGNATURES
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.
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| HORMEL FOODS CORPORATION |
| (Registrant) |
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Dated: February 1, 2019 | By /s/ JAMES N. SHEEHAN |
| JAMES N. SHEEHAN |
| Executive Vice President and Chief Financial Officer |
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Dated: February 1, 2019 | By /s/ JANA L. HAYNES |
| JANA L. HAYNES |
| Vice President and Controller
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