HORMEL FOODS CORP DE
For the period ended Jan 28, 2025. Filed Dec 18, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 28, 2025 · Filed Dec 18, 2024
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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 Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Hormel Foods 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):
| ☐ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
HORMEL FOODS CORPORATION
AUSTIN, MINNESOTA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of Stockholders of Hormel Foods Corporation, a Delaware corporation, will be held on Tuesday, January 28, 2025, at 6:00 p.m. Central Standard Time in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting.com/HRL2025.
The items of business are:
| 1. | Election of the 10 director nominees named in the Proxy Statement, for a term expiring at the next annual meeting; |
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 26, 2025; |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers; |
| 4. | If properly presented, a stockholder proposal; and |
| 5. | Such other matters as may properly come before the meeting or any postponement or adjournment thereof. |
The Board of Directors has fixed November 29, 2024, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors
BRIAN D. JOHNSON
Vice President and
Corporate Secretary
December 18, 2024
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on January 28, 2025
are available at www.proxyvote.com
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| ITEM 1 – ELECTION OF DIRECTORS | 3 |
| DIRECTOR NOMINEES | 3 |
| CORPORATE GOVERNANCE | 8 |
| Corporate Governance Guidelines | 8 |
| Board Leadership Structure | 8 |
| Board Independence | 9 |
| Board of Director Meetings | 10 |
| Board Committees | 10 |
| Board Role in Risk Oversight | 11 |
| Policy Regarding Attendance at Annual Meetings | 12 |
| Code of Ethical Business Conduct | 12 |
| Stock Ownership Guidelines | 12 |
| Insider Trading Policy, including Stock Pledging and Hedging Policies | 13 |
| Board Communication | 13 |
| COMPENSATION OF DIRECTORS | 13 |
| AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES | 16 |
| Audit Committee Report | 16 |
| Independent Registered Public Accounting Firm Fees | 16 |
| Audit Committee Preapproval Policies and Procedures | 17 |
| ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 17 |
| SECURITY OWNERSHIP OF MANAGEMENT | 18 |
| Delinquent Section 16(a) Reports | 19 |
| EXECUTIVE COMPENSATION | 19 |
| COMPENSATION COMMITTEE REPORT | 19 |
| COMPENSATION DISCUSSION AND ANALYSIS | 19 |
| 2024 Business Highlights | 20 |
| Compensation Outcomes | 20 |
| Our Fiscal 2024 Executive Compensation Program | 21 |
| Compensation Objectives | 21 |
| Principal Components of Pay | 21 |
| Base Salary | 22 |
| Incentive Plans | 22 |
| Operators’ Share Incentive Plan | 22 |
| Annual Incentive Plan | 23 |
| Long Term Incentives | 25 |
| Cash-Based Long Term Incentive Plan | 26 |
| Equity-Based Incentives | 28 |
| Other Fiscal 2024 Compensation Programs | 29 |
| Pension Plans | 29 |
| Supplemental Executive Retirement Plan | 30 |
|---|---|
| Qualified 401(k) Retirement Plan | 30 |
| Nonqualified Deferred Compensation Plan | 30 |
| Joint Earnings Profit Sharing Trust | 31 |
| Survivor Income Protection Plan | 31 |
| Perquisites | 31 |
| Designing the 2024 Compensation Program | 32 |
| Additional Information on Executive Compensation Practices | 33 |
| Stock Ownership Guidelines | 33 |
| Compensation Recovery Policies | 34 |
| Tax Deductibility | 34 |
| Use of Adjustments in Incentive Compensation Plans | 35 |
| Equity Grant Timing | 35 |
| Mitigating Risk in Our Executive Compensation Program | 35 |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs) | 36 |
| SUMMARY COMPENSATION TABLE | 36 |
| GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 | 38 |
| OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | 39 |
| VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS | 40 |
| VESTING SCHEDULE FOR RSUs | 41 |
| OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 | 41 |
| PENSION BENEFITS | 41 |
| NONQUALIFIED DEFERRED COMPENSATION | 42 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 42 |
| CEO PAY RATIO DISCLOSURE | 46 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 46 |
| RELATED PARTY TRANSACTIONS | 50 |
| ITEM 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER (NEO) COMPENSATION | 50 |
| ITEM 4 – STOCKHOLDER PROPOSAL: PUBLISHING TARGETS FOR SIGNIFICANTLY INCREASING GROUP SOW HOUSING IN THE SUPPLY CHAIN | 50 |
| VIEWING AND DELIVERY OF PROXY MATERIALS | 53 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 53 |
| OTHER MATTERS | 53 |
i
PROXY STATEMENT
HORMEL FOODS CORPORATION
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.