TYSON FOODS, INC.

Tyson maintains a dual class share structure. Its Class B common stock has ten votes per share while its Class A common stock has one vote per share. Currently, voting results are disclosed by Tyson without any distinction by share class. It is important for results to be disclosed separately by share class to determine whether the concerns of each type of stockholder are aligned and communicated appropriately to the Board.

Due to this share structure, a small group of stockholders control most of Tyson’s voting rights. As of September 2024, Tyson Limited Partnership (“TLP”) controlled nearly 100% of Class B stock, giving it 71.7% of the total voting power. As Tyson affirms, this outsized voting power gives TLP the ability: “to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our restated certificate of incorporation and by-laws, the election and removal of directors, any proposed merger… and other corporate transactions.”1

Given that Class B stockholders can disproportionately impact voting outcomes, which may not reflect the desires of the majority of unaffiliated stockholders, it would be to their benefit to provide more transparency.

In recent years it has become evident that stockholders may be misaligned on significant corporate governance and risk oversight matters put to a vote. The disproportionate influence insider shares have exerted is evidenced in the results below – all received majority independent support at Tyson:

Disaggregation of voting results by share class would enable Class A stockholders to better assess whether Tyson is responsive to the concerns of the majority of unaffiliated stockholders. This understanding would provide long-term institutional investors greater confidence that their voice is being heard in the boardroom.

The Council of Institutional Investors, a nonprofit, nonpartisan association of long-term investors with a combined AUM of approximately $5 trillion, includes this type of disclosure as a best practice in its policies. Investors believe that Tyson can and should adopt a corporate governance best practice that can be implemented without undue burden, as evidenced by US companies such as Duluth Holdings Inc. and Salem Media Group.

New York City Retirement Systems urge you to vote FOR this proposal.

1 https://www.sec.gov/Archives/edgar/data/100493/000010049324000119/tsn-20240928.htm