Pilgrim's Pride Corporation

05/01/2025 | Press release | Distributed by Public on 05/01/2025 14:24

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, the Board of Directors (the "Board") of Pilgrim's Pride Corporation (the "Company") previously adopted, subject to stockholder approval, the Amended and Restated Pilgrim's Pride Corporation 2019 Long Term Incentive Plan (the "Restated 2019 LTIP"), which increased the number of shares of common stock, $0.01 par value, authorized for issuance under and made certain immaterial changes to the existing plan. As set forth in Item 5.07 below, the Company's stockholders approved the Restated 2019 LTIP at the Company's 2025 Annual Meeting of Stockholders held on April 1, 2025 (the "2025 Annual Meeting"). The Restated 2019 LTIP became effective as of the date of such stockholder approval.
The material features of the Restated 2019 LTIP are described in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 4, 2025 (the "2025 Proxy Statement") in the section titled "Proposal 5 - Approval of Amended and Restated Pilgrim's Pride Corporation 2019 Long Term Incentive Plan," which is incorporated herein by reference. Such description is qualified entirely by reference to the Restated 2019 LTIP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Additionally, a copy of the Company's Restated 2019 Plan, marked to show changes, was filed as Appendix B to the 2024 Proxy Statement (additions are underlined and deletions are struck through).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2025, the Company held its Annual Meeting. The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:
1.The election of eight JBS Directors to the Board.
2.The election of two Equity Directors to the Board.
3.A stockholder advisory vote on executive compensation.
4.The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 28, 2025.
5.Approval of the Restated 2019 LTIP.
Proposals 1 and 2: Board of Directors Election
The stockholders of the Company elected all of the Company's ten nominees for director at the Annual Meeting pursuant to the following votes:
Name For Withheld Broker Non-Votes
Gilberto Tomazoni 214,472,852 14,542,382 -
Wesley Mendonça Batista 217,680,860 11,334,374 -
Joesley Mendonça Batista 217,678,538 11,336,696 -
Andre Nogueira de Souza 217,036,955 11,978,279 -
Farha Aslam 227,798,847 1,216,387 -
Raul Padilla 228,321,984 693,250 -
Joanita Karoleski 219,716,432 9,298,802 -
Ajay Menon 228,314,843 700,391 -
Wallim Cruz de Vasconcellos Junior 222,555,679 6,459,555 -
Arquimedes A. Celis 228,214,203 801,031 -
Proposal 3: Say on Pay
The stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, including the compensation discussion and analysis, compensation tables and narrative discussion.
For Against Abstain Broker Non-Votes
217,528,144 11,277,057 210,033 -
Proposal 4: Ratification of KPMG LLP as the Company's Independent Registered Public Accounting Firm
The appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 28, 2025 was ratified at the Annual Meeting. The votes were cast as follows:
For Against Abstain
228,933,354 69,566 12,314
Proposal 5: Approval of the Restated 2019 LTIP
The Restated 2019 LTIP was approved at the Annual Meeting. The votes were cast as follows:
For Against Abstain Broker Non-Votes
228,051,261 765,324 198,649 -
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