Hormel Foods Files 2025 Proxy Statement

Ticker: HRL · Form: DEF 14A · Filed: Dec 18, 2024 · CIK: 48465

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: HRL

TL;DR

Hormel Foods (HRL) filed its 2025 proxy statement, shareholders vote Jan 28.

AI Summary

Hormel Foods Corporation filed its definitive proxy statement for the 2025 annual meeting of shareholders, scheduled for January 28, 2025. The filing, submitted on December 18, 2024, outlines the proposals and director nominations that will be presented for shareholder vote. Key details regarding executive compensation, auditor ratification, and other corporate governance matters are expected to be detailed within the full proxy statement.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership, executive pay, and important corporate policies at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information and solicit their votes for the upcoming annual meeting of shareholders.

When is the Hormel Foods Corporation's 2025 annual meeting scheduled to take place?

The 2025 annual meeting of shareholders is scheduled for January 28, 2025.

Who is the registrant filing this proxy statement?

The registrant is Hormel Foods Corporation /DE/.

What is the filing date of this definitive proxy statement?

This definitive proxy statement was filed on December 18, 2024.

What type of SEC filing is this document?

This document is a DEF 14A, which is a Definitive Proxy Statement.

Filing Stats: 4,562 words · 18 min read · ~15 pages · Grade level 11.7 · Accepted 2024-12-18 07:00:54

Filing Documents

– ELECTION OF DIRECTORS

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

– RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 17

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT 18 Delinquent Section 16(a) Reports 19

EXECUTIVE COMPENSATION

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

– ADVISORY VOTE ON NAMED EXECUTIVE OFFICER (NEO) COMPENSATION

ITEM 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER (NEO) COMPENSATION 50

– STOCKHOLDER PROPOSAL: PUBLISHING TARGETS FOR SIGNIFICANTLY INCREASING GROUP SOW HOUSING IN THE SUPPLY CHAIN

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 GENERAL INFORMATION The enclosed proxy is solicited by the Board of Directors of Hormel Foods Corporation for use at the Annual Meeting of Stockholders to be held on January 28, 2025. We are first mailing this proxy statement and form of proxy, or a Notice of Internet Availability of Proxy Materials, to stockholders on or about December 18, 2024. To provide the opportunity for broad participation by our stockholders, and to continue to keep costs low, the Annual Meeting will be held in a virtual-only meeting format. Voting Securities. Stockholders of record at the close of business on November 29, 2024, are entitled to vote at the meeting. We had 549,012,922 shares of common stock outstanding as of that date. Each share of common stock is entitled to one vote. There is no cumulative voting. We have no other class of shares outstanding. Quorum. A majority of the outstanding shares, present in person or by proxy, will constitute a quorum at the meeting. Shares represented by abstentions, as well as "broker nonvotes," are counted for purposes of determining the presence of a quorum. If a stockholder holds shares in "street name" and does not provide voting instructions to the holder of the account regarding non-discretionary matters, the shares are considered "broker nonvotes." "Street name" means the shares are held in a stock brokerage account or by a bank, trust or other institution. Voting Your Proxy. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to grant a proxy to vote your shares. Follow the instructions on your proxy card or electronic delivery notice to cast your vote vi

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS Currently, our Board consists of 11 directors whose terms expire at the Annual Meeting. In light of recent changes in her professional responsibilities, Ms. Prama Bhatt is not standing for re-election when her term on the Board expires at the conclusion of the meeting. The Board thanks Ms. Bhatt for her service to Hormel Foods. Based on the recommendation of the Board's Governance Committee, the Board has nominated 10 current directors, as named in this Proxy Statement, for election at the Annual Meeting. The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they hold. If elected, each of the directors will hold office until the next annual meeting, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected. If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board of Directors. The Board of Directors recommends a vote FOR each of the 10 director nominees listed below. DIRECTOR NOMINEES GARY C. BHOJWANI, age 56, director since 2014. Mr. Bhojwani is Chief Executive Officer of CNO Financial Group, Inc. (NYSE: CNO), a provider of health and life insurance and retirement solutions, a position he has held since January 2018. He was President of CNO Financial Group, Inc. from April 2016 to December 2017. Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE from 2012 to 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011. He was President of Commercial Business, Fireman's Fund Insurance

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing