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 28, 2020
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) |
1 Hormel Place
Austin, MN 55912
(Address of Principal Executive Office)
(507) 437-5611
Registrant’s telephone number, including area code
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:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock $0.01465 par value | | HRL | | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders
The Company conducted its annual stockholders’ meeting on January 28, 2020.
At the annual meeting, 491,398,313 shares were represented (91.9 percent of the 534,736,743 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: Prama Bhatt, Gary C. Bhojwani, Terrell K. Crews, Stephen M. Lacy, Elsa A. Murano, Ph.D., Susan K. Nestegard, William A. Newlands, Dakota A. Pippins, Christopher J. Policinski, Jose Luis Prado, 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 |
| Prama Bhatt | 447,858,045 | 982,893 | 392,285 | 42,165,090 |
| Gary C. Bhojwani | 446,252,529 | 2,597,028 | 383,666 | 42,165,090 |
| Terrell K. Crews | 444,474,300 | 4,489,509 | 269,414 | 42,165,090 |
| Stephen M. Lacy | 446,111,321 | 2,845,927 | 275,975 | 42,165,090 |
| Elsa A. Murano, Ph.D. | 443,817,482 | 5,170,121 | 245,620 | 42,165,090 |
| Susan K. Nestegard | 446,301,835 | 2,694,211 | 237,177 | 42,165,090 |
| William A. Newlands | 417,164,453 | 31,829,039 | 239,731 | 42,165,090 |
| Dakota A. Pippins | 443,750,546 | 5,249,117 | 233,560 | 42,165,090 |
| Christopher J. Policinski | 445,949,616 | 2,877,802 | 405,805 | 42,165,090 |
| Jose Luis Prado | 448,106,318 | 748,708 | 378,197 | 42,165,090 |
| Sally J. Smith | 447,926,018 | 1,107,584 | 199,621 | 42,165,090 |
| James P. Snee | 442,653,192 | 4,700,647 | 1,879,384 | 42,165,090 |
| Steven A. White | 446,192,395 | 2,777,530 | 263,298 | 42,165,090 |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 25, 2020:
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| For: | | 481,280,360 |
| Against: | | 9,396,895 |
| Abstain: | | 721,058 |
3. Advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s 2020 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 18, 2019):
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| For: | | 439,852,360 |
| Against: | | 8,212,440 |
| Abstain: | | 1,168,423 |
| Broker Non-Vote: | | 42,165,090 |
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: January 30, 2020 | By | /s/ JAMES N. SHEEHAN |
| | | JAMES N. SHEEHAN |
| | | Executive Vice President and |
| | | Chief Financial Officer |
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| Dated: January 30, 2020 | By | /s/ JANA L. HAYNES |
| | | JANA L. HAYNES |
| | | Vice President and Controller |
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