PILGRIMS PRIDE CORP0000802481false00008024812021-04-272021-04-27

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): April 27, 2022

PILGRIM'S PRIDE CORPORATION

(Exact Name of registrant as specified in its charter)

Delaware

1-9273

75-1285071

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

1770 Promontory Circle

80634-9038

Greeley

CO

(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code: (970) 506-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, Par Value $0.01

PPC

The Nasdaq Stock Market LLC

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))

    Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 27, 2022, Pilgrim’s Pride Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:

1.The election of six JBS Directors to the Board of Directors.

2.The election of three Equity Directors to the Board of Directors.

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 25, 2022.

Board of Director Election Results

The stockholders of the Company elected all of the Company’s nine nominees for director at the Annual Meeting pursuant to the following votes:

Name						For						Withheld						Broker Non-Votes
Gilberto Tomazoni						208,789,917						18,455,789						6,495,842
Vincent Trius						208,835,123						18,410,583						6,495,842
Andre Nogueira de Souza						207,091,688						20,154,018						6,495,842
Farha Aslam						226,755,547						490,159						6,495,842
Joanita Karoleski						225,219,878						2,025,828						6,495,842
Raul Padilla						226,981,949						263,757						6,495,842
Wallim Cruz De Vasconcellos Junior						226,413,552						832,154						6,495,842
Arquimedes A. Celis						226,640,811						604,895						6,495,842
Ajay Menon						226,632,057						613,649						6,495,842

Given these elections, the Board has made certain new committee appointments. The composition of all committees is set forth below, effective as of April 27, 2022.

Name

Audit

Compensation

Nominating

JBS

Equity

Special Litigation

Gilberto Tomazoni

X*

X

Vincent Trius

X

Andre Nogueira de Souza

X

X

Farha Aslam

X

X*

Joanita Karoleski

Raul Padilla

Arquimedes A. Celis

X

X

X

Wallim Cruz de Vasconcellos Junior

X*

X

Ajay Menon

X

X

* Committee Chair

Say on Pay Results

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
225,697,507						1,471,601						76,598						6,495,842

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Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm Results

The appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 25, 2022 was ratified at the Annual Meeting. The votes were cast as follows:

For						Against						Abstain						Broker Non-Votes
233,319,105						392,821						29,622						0

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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.

									PILGRIM’S PRIDE CORPORATION
Date:			May 2, 2022						/s/ Matthew Galvanoni
									Matthew Galvanoni
									Senior Vice President and Chief Financial Officer