HORMEL FOODS CORPORATION (NYSE:HRL) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On January29, 2019, the Board of Directors of Hormel Foods Corporation (the “Company”) approved an amended Code of Ethical Business Conduct (the “Code”). The Code is applicable to all employees, officers and directors of the Company and its subsidiaries, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code was amended to improve readability and more clearly communicate the Company’s expectations regarding ethical business conduct. The Code is also organized by subject matter, including examples, to make it easier for Company personnel to find and apply applicable guidance. The Code does not materially change the responsibilities and obligations that applied previously.
The foregoing description is qualified in its entirety by reference to the Code, which is attached hereto as Exhibit 99. The Code is also available on the Company’s website at www.hormelfoods.com/responsibility/ethics-governance-and-risk/.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company conducted its annual stockholders’ meeting on January 29, 2019.
At the annual meeting, 514,405,545 shares were represented (96.2 percent of the 534,595,685 shares outstanding and entitled to vote). Three items were considered at the meeting and the results of the voting were as follows:
|
1. |
Election of Directors: The nominees in the proxy statement were: Gary C. Bhojwani, Terrell K. Crews, Glenn S. Forbes, M.D., Stephen M. Lacy, Elsa A. Murano, Ph.D., Robert C. Nakasone, Susan K. Nestegard, William A. Newlands, Dakota A. Pippins, Christopher J. Policinski, Sally J. Smith, James P. Snee, and Steven A. White. The results were as follows: |
|
DIRECTOR: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
Gary C. Bhojwani |
461,436,537 |
919,750 |
378,865 |
51,670,393 |
|
Terrell K. Crews |
459,817,673 |
2,660,920 |
256,559 |
51,670,393 |
|
Glenn S. Forbes, M.D. |
461,738,303 |
737,069 |
259,780 |
51,670,393 |
|
Stephen M. Lacy |
458,548,972 |
3,919,880 |
266,300 |
51,670,393 |
|
Elsa A. Murano, Ph.D. |
460,620,459 |
1,862,373 |
252,320 |
51,670,393 |
|
Robert C. Nakasone |
456,404,284 |
5,945,618 |
385,250 |
51,670,393 |
|
Susan K. Nestegard |
461,116,589 |
955,854 |
662,709 |
51,670,393 |
|
William A. Newlands |
461,640,822 |
827,621 |
266,709 |
51,670,393 |
|
Dakota A. Pippins |
458,858,630 |
3,603,138 |
273,384 |
51,670,393 |
|
Christopher J. Policinski |
461,057,365 |
1,416,666 |
261,121 |
51,670,393 |
|
Sally J. Smith |
461,402,436 |
1,083,385 |
249,331 |
51,670,393 |
|
James P. Snee |
457,466,891 |
1,998,049 |
3,270,212 |
51,670,393 |
|
Steven A. White |
461,144,657 |
1,332,273 |
258,222 |
51,670,393 |
2.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 27, 2019:
|
For: |
508,618,349 |
|
Against: |
5,102,605 |
|
Abstain: |
684,591 |
3.Advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s 2019 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 19, 2018):
|
For: |
456,289,949 |
|
Against: |
5,554,465 |
|
Abstain: |
890,738 |
|
Broker Non-Vote: |
51,670,393 |
Item 9.01 Exhibits
(d)Exhibits furnished to Item 5.05
HORMEL FOODS CORP /DE/ Exhibit
EX-99 2 codeofconduct119.htm EXHIBIT 99 Exhibit HORMEL FOODS CORPORATIONCODE OF ETHICAL BUSINESS CONDUCTThis Code of Ethical Business Conduct (“Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise,…
To view the full exhibit click here
About HORMEL FOODS CORPORATION (NYSE:HRL)
Hormel Foods Corporation is a multinational manufacturer and marketer of food and meat products. The Company operates through five segments: Grocery Products, which consists of the processing, marketing and sale of shelf-stable food products sold in the retail market; Refrigerated Foods, which consists of the processing, marketing and sale of branded and unbranded pork and beef products for retail, foodservice and fresh product customers; Jennie-O Turkey Store, which consists of the processing, marketing and sale of branded and unbranded turkey products for retail, foodservice and fresh product customers; Specialty Foods, which consists of the packaging and sale of private label shelf stable products, nutritional products, sugar and condiments to industrial, retail and foodservice customers, and International & Other, which includes the Hormel Foods International Corporation, which manufactures, markets and sells the Company products internationally.
