SEC Filing | Pilgrim's Pride Corporation

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ppc-20230426

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 26, 2023

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

(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. ☐

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

On April 26, 2023, 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.A stockholder advisory vote on frequency of conducting the advisory vote on executive compensation.

5.The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.

6.A vote on an amendment to the Amended and Restated Certificate of Incorporation.

7.A vote on a stockholder proposal to provide a report regarding efforts to eliminate deforestation.

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	201,822,057	25,579,581	4,509,271
Wesley Mendonça Batista Filho	225,502,978	1,898,660	4,509,271
Andre Nogueira de Souza	206,898,692	20,502,946	4,509,271
Farha Aslam	227,038,953	362,685	4,509,271
Joanita Karoleski	225,447,746	1,953,892	4,509,271
Raul Padilla	227,113,023	288,615	4,509,271
Wallim Cruz de Vasconcellos Junior	226,438,590	963,048	4,509,271
Arquimedes A. Celis	226,797,167	604,471	4,509,271
Ajay Menon	226,791,146	610,492	4,509,271

Following these elections, the composition of all committees is set forth below, effective as of April 26, 2023.

Name

Audit

Compensation

Nominating

JBS

Equity

Sustainability

Gilberto Tomazoni

Wesley Mendonça Batista Filho

Andre Nogueira de Souza

Farha Aslam

Joanita Karoleski

Raul Padilla

Arquimedes A. Celis

Wallim Cruz de Vasconcellos Junior

Ajay Menon

* 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
226,209,632	1,160,003	32,003	4,509,271

Say on Pay Vote Frequency Results

The stockholders voted, on an advisory basis, the frequency of advisory voting to approve executive compensation. The votes were cast as follows:


One Year	Two Year	Three Year	Abstain
224,599,715	15,613	2,746,487	39,823

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 31, 2023 was ratified at the Annual Meeting. The votes were cast as follows:


For	Against	Abstain	Broker Non-Votes
231,314,667	520,347	75,895	0

Amendment to the Amended and Restated Certificate of Incorporation

The stockholders voted against the amendment to the Amended and Restated Certificate of Incorporation.


For	Against	Abstain	Broker Non-Votes
17,195,990	210,168,195	37,453	4,509,271

Stockholder Proposal to Provide a Report Regarding Efforts to Eliminate Deforestation

The stockholders voted against the Board of Directors providing a report regarding efforts to eliminate deforestation.


For	Against	Abstain	Broker Non-Votes
10,598,954	216,634,172	168,512	4,509,271

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, 2023	/s/ Matthew Galvanoni
		Matthew Galvanoni
		Chief Financial Officer and Chief Accounting Officer