Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2019, Tyson Foods, Inc. (the “Company”) announced that Sally Grimes, Group President, Prepared Foods has provided notice of her intent to leave the Company. Ms. Grimes will continue to serve in her role as Group President, Prepared Foods of the Company until such time as her successor is named and will continue to be employed by the Company through an appropriate transition period.
The Company anticipates entering into a separation and release agreement (the “Separation and Release Agreement”) with Ms. Grimes on or about her separation date from the Company. to the anticipated Separation and Release Agreement, Ms. Grimes will be entitled to receive the following: (i) her annual base salary of $850,000 for 24 months following her separation from the Company, to be paid in equal, bi-weekly installments; (ii) her 2019 annual performance incentive payment under the Company’s annual performance incentive plan, if any, dependent on the Company’s attainment of the fiscal 2019 performance goals established by the Compensation and Leadership Development Committee; (iii) if her departure occurs after the end of fiscal year 2019, a prorated portion of her target 2020 annual performance incentive payment for the portion of fiscal year 2020 in which she remains employed by the Company; (iv) with respect to restricted stock with performance criteria and performance stock awards held by Ms. Grimes as of her separation date, the awards will vest on a pro-rata basis determined by taking the total number of days Ms. Grimes was employed during the vesting period divided by the total number of days of the same period, but only to the extent the applicable performance criteria are satisfied; (v) with respect to stock options held by Ms. Grimes as of her separation date, such grants will vest in accordance with the applicable grant agreement (such grants made prior to 2018 will vest 50% and such grants made in 2018 and later will vest on a pro-rata basis), and Ms. Grimes will have one year from such separation date to exercise the vested options granted prior to 2018 and three years from such separation date to exercise the vested options granted in 2018 and later; and (vi) Company-subsidized health coverage for up to 24 months for Ms. Grimes and her eligible dependents. Upon her separation date, Ms. Grimes will also be entitled to receive accrued benefit amounts payable to the Company’s qualified retirement plan, the Employee Stock Purchase Plan and non-qualified plans, in accordance with the terms thereof. In exchange for these benefits, it is anticipated that Ms. Grimes will agree to certain customary non-competition, non-solicitation, confidentiality and release provisions in favor of the Company.
About Tyson Foods, Inc. (NYSE:TSN)
Tyson Foods, Inc. is a food company, which is engaged in offering chicken, beef and pork, as well as prepared foods. The Company offers food products under Tyson, Jimmy Dean, Hillshire Farm, Sara Lee, Ball Park, Wright, Aidells and State Fair brands. The Company operates through four segments: Chicken, Beef, Pork and Prepared Foods. It operates a vertically integrated chicken production process, which consists of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients. Through its subsidiary, Cobb-Vantress, Inc. (Cobb), the Company is engaged in supplying poultry breeding stock across the world. It produces a range of fresh, frozen and refrigerated food products. Its products are marketed and sold by its sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores and military commissaries, among others.
