WASHINGTON – Tyson Foods Inc. filed a definitive proxy statement with the US Securities and Exchange Commission (SEC) with regard to its upcoming Annual Meeting of Shareholders on Feb. 9, 2017, in Springdale, Arkansas. The proxy includes information pertaining to votes that will be held during the meeting, and allows shareholders to pass their votes in advance of the meeting.

The notice informs shareholders of the purpose of the annual meeting including:

• To elect the 11 nominated directors to the board;
• To ratify the selection of PricewaterhouseCoopers LLC as the accounting firm for the company for the upcoming fiscal year, ending Sept. 30, 2017;
• To approve the compensation of the company’s executive officers;
• To approve the frequency of the advisory vote regarding the compensation of the executive officers;
• To consider four shareholder proposals outlined in the proxy statement; and
• To consider any other business that will come up at the annual meeting.

Included in the proxy are two shareholder proposals that the board is opposing. One is a shareholder proposal “to adopt and implement a water stewardship policy at company and supplier facilities.” The other is a proposal “to request a report on steps the company is taking to foster greater diversity on the board of directors.”

According to the shareholder proposal, “Tyson’s policies, contracts, and codes do not address water quality. Tyson’s disclosure on water quality does not include its supply chain and contract farms. Shareholders cannot assess performance due to lack of metrics, goals, or information about management of contamination risks.

“Shareholders request the board of directors adopt and implement a water stewardship policy designed to reduce risks of water contamination at: Tyson-owned facilities; facilities under contract to Tyson; and Tyson’s suppliers.”

The board is requesting shareholders vote against the proposal citing reasons including: “Nothing is more important to our business than maintaining the confidence customers and consumers have in our products. As such, we are committed to ensuring the wholesomeness and safety of our food products. Water is an essential component of our food safety and quality processes, and we take actions to protect and preserve water quality, particularly in and around our facilities. In light of current policies and continuous efforts with respect to water conservation and quality, the board believes the company is addressing the concerns raised in the proposal. Accordingly, the board recommends that shareholders vote against this shareholder proposal.”

An additional shareholder proposal requests the board diversify its membership.

“Shareholders request that the board of directors prepare a report by April 1, 2018, … on steps Tyson is taking to foster greater diversity on the board over time, including but not limited to, the following: 1. The inclusion of women and minority candidates in every pool from which board nominees are chosen and Tyson’s plans to advance board diversity; and 2. An assessment of challenges experienced and progress achieved.”

The proposal further qualifies its request with the following statement:

“Nearly two-thirds of Tyson’s workforce is comprised of people of color, a statistic that Tyson is, and should be, proud of. Yet, only one person of color currently sits on Tyson’s Board. Similarly, the number of women on Tyson’s Board (two out of nine) lags behind the proportion of women in its workforce (39 percent). Tyson has a moral and legal obligation to ensure the health and safety of its workers. A Board that better represents the gender and racial diversity of the workforce would go a long way towards identifying problems in working conditions and narrowing the gap between policy and reality.

“Diversity should be emphasized and promoted at all levels, including, most importantly, in its Board, which is responsible for setting policies and objectives in an increasingly dynamic, multi-cultural and interconnected world.”

The board is recommending that shareholders also vote against this proposal. While the board agrees that diversity is important at the company, and contends that the company is committed to diversity and inclusion at the company and on its board, it doesn’t want to prioritize diversity over finding qualified individuals.

“While there are no specific minimum qualifications that a potential nominee must possess, nominees are selected for, among other things, their integrity, independence, diversity of experience, business or other relevant experience or expertise, proven leadership skills, their ability to exercise sound judgment, understanding of the Company’s business environment, and willingness to devote adequate time and effort to Board responsibilities. Gender and minority status are two of the variety of factors (some of which are described above) that the Governance and Nominating Committee have traditionally considered, and continue to consider, in connection with potential director nominees.

“While the Board acknowledges the benefits of broad diversity throughout the company, including at the level of the Board, the proposal would inadvertently limit the Governance and Nominating Committee’s ability to select the most suitable and qualified candidates for membership on the Board and impose inefficiencies in the selection of director nominees that would not necessarily benefit the board or our team members. For these reasons, the Board recommends you vote against this proposal.”