ppc-20230426 PILGRIMS PRIDE CORP0000802481false00008024812023-04-262023-04-26
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
|(State or other jurisdiction of|
incorporation or organization)
|(Commission File Number)||(IRS Employer Identification No.)|
|1770 Promontory Circle||80634-9038|
|(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|
(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:
|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|
|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.
|Wesley Mendonça Batista Filho|
|Andre Nogueira de Souza||X||X||X|
|Arquimedes A. Celis||X||X||X|
|Wallim Cruz de Vasconcellos Junior||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.
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|
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:
Amendment to the Amended and Restated Certificate of Incorporation
The stockholders voted against the amendment to the Amended and Restated Certificate of Incorporation.
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.
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