PILGRIMS PRIDE CORP
For the period ended Apr 30, 2025. Filed Apr 4, 2025.
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Apr 30, 2025 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrantý
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
PILGRIM’S PRIDE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Dear Fellow Pilgrim’s Stockholders:
Throughout 2024, our team focused on a leadership mindset to elevate our performance. To that end, we emphasized our commitment to team member safety and development along with continued execution of our strategies. As a result, we generated strong results for our business and reinforced the foundation for continued profitable growth.
In the U.S., our diversified Fresh chicken portfolio across industry segments and product attributes benefited from increased demand. Key Customer partnerships in Case Ready and Small Birds drove significant growth in QSRs, Retail, and Deli. Our margins in Big Bird expanded from enhanced commodity cutout values, lower input costs, and progress in operational excellence. Diversification efforts through value added products continues to gain momentum as Prepared Foods’ net sales grew nearly 12% from last year. Our fully cooked offerings in Just Bare continue to be exceptionally well received as share increased by over 200 basis points compared to last year. Commerce remains a key growth enabler as digitally influenced sales grew 30% versus 2023.
We’ve made substantial progress in our profitability journey in Europe. To that end, we’ve integrated our three legacy businesses into our “One Europe” management model, creating a more lean, nimble, and Key Customer focused organization. We’ve also continued to make progress in our manufacturing network optimization, improving mix and productivity. Our diversification efforts through branded offerings continue to gain traction as Fridge Raiders and Richmond grew above category averages. Innovation remains a key priority as we launched over 700 new items during the year, reinforcing the foundation for continued growth.
Mexico also realized strong performance. In the commodity market, balanced supply/demand fundamentals, along with lower input costs, drove incremental profitability. In Fresh, our sales to Key Customers grew double digits and Prepared Foods continues to grow its marketplace presence, further diversifying our portfolio. Efforts to expand our production capabilities across both Fresh and Prepared Foods remained on schedule.
We continue to drive sustainability deeper in our organization. To that end, all regions once again improved their Scope 1&2 emissions intensity compared to last year. We also leveraged our methane capture capabilities to collaborate with leading industry partners to create renewable natural gas production. Team member development is also top of our mind. To date, over 350 team members or their family members have signed up for tuition support through our Better Futures program. In Hometown Strong, since its inception, we have funded over $15 million in local projects to support the communities in which we operate.
For fiscal year 2024, we had net sales of $17.9 billion, generating net income of $1.1 billion and GAAP EPS of $4.57. Our adjusted EBITDA* (Earnings Before Interest, Taxes Depreciation and Amortization) was $2.2 billion, or a 12.4% margin.
Moving forward, we will continue our unwavering commitment to our values, team member safety and well-being, and execution of our strategies. When these efforts are combined with our leadership mindset, we can accelerate our growth for 2025 and beyond. As a result, we can take yet another step in our journey to become the best and most respected company in our industry.
Thank you for your continued support.
/s/ Fabio Sandri
Fabio Sandri
President and Global Chief Executive Officer, Pilgrim’s Pride Corporation
- For a reconciliation of this non-GAAP financial measure to the comparable GAAP measure, please see Annex A to this proxy statement.
Pilgrim’s Pride Corporation
1770 Promontory Circle
Greeley, Colorado 80634
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 30, 2025
The annual meeting of stockholders of Pilgrim’s Pride Corporation will be held at Pilgrim’s Pride corporate headquarters, at 1770 Promontory Circle, Greeley, Colorado, on Wednesday, April 30, 2025, at 8:00 a.m., local time, to consider and vote on the following matters:
To elect Gilberto Tomazoni, Wesley Mendonça Batista, Joesley Mendonça Batista, Andre Nogueira de Souza, Farha Aslam, Raul Padilla, Joanita Karoleski, and Ajay Menon as the eight JBS Directors;
To elect Wallim Cruz de Vasconcellos Junior and Arquimedes A. Celis as the two Equity Directors;
To conduct a stockholder advisory vote on executive compensation;
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025;
To approve the Amended and Restated Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan;
To transact such other business as may properly be brought before the meeting or any adjournment thereof.
No other matters are expected to be voted on at the annual meeting.
The Board of Directors has fixed the close of business on March 20, 2025, as the record date for determining stockholders entitled to notice of, and to vote at, the annual meeting. If you owned shares of our common stock at the close of business on that date, you are cordially invited to attend the annual meeting. Whether or not you plan to attend the annual meeting, please vote at your earliest convenience. Most stockholders have three options for submitting their votes prior to the meeting:
(1) via the internet;
(2) by telephone; or
(3) by mail.
Please refer to the specific instructions set forth on the enclosed proxy card (if you are a stockholder of record) or voting instruction form (if you hold shares through a bank, broker or other nominee). Admission to the annual meeting will be limited to our stockholders, proxy holders and invited guests. If you are a stockholder of record, please bring a form of government-issued photo identification to the annual meeting. If you hold shares through a bank, broker or other nominee, please bring a form of government-issued photo identification and proof of beneficial ownership (such as a brokerage statement), and, if you wish to vote your shares in person, a signed legal proxy from the stockholder of record.
| FABIO SANDRI | |
| Greeley, Colorado | President and |
|---|---|
| April 3, 2025 | Chief Executive Officer |
YOUR VOTE IS IMPORTANT!
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM OR VOTE YOUR SHARES ON THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR VOTING INSTRUCTION FORM.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON April 30, 2025: The Proxy Statement and the 2024 Annual Report on Form 10-K are available atwww.proxyvote.com. Enter the 16-digit control number located on the proxy card and click “Continue to Vote.”
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information | 1 |
| Proposal 1. Election of JBS Directors | 7 |
| Proposal 2. Election of Equity Directors | 11 |
| Corporate Governance | 12 |
| 2024 Director Compensation | 16 |
| Proposal 3. Approval of the Advisory Vote on Executive Compensation | 18 |
| Report of the Compensation Committee | 20 |
| Compensation Discussion and Analysis | 21 |
| Executive Compensation | 30 |
| Compensation Risks | 40 |
| Compensation Committee Interlocks and Insider Participation | 40 |
| Delinquent Section 16(a) Reports | 41 |
| Security Ownership | 41 |
| Related Party Transactions | 42 |
| Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm | 43 |
| Report of the Audit Committee | 44 |
| Independent Registered Public Accounting Firm Fee Information | 45 |
| Proposal 5. Approval of Amended and Restated Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan | 47 |
| Householding of Stockholder Materials | 58 |
| Stockholder Proposals for 2026 Annual Meeting of Stockholders | 58 |
| Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 30, 2025 | 58 |
| Other Business | 59 |
| Annex A - Reconciliation of GAAP Information to Non-GAAP Financial Measure | 61 |
| Annex B - Amended and Restated 2019 Long Term Incentive Plan | 62 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.