Hormel Foods Sets 2026 Annual Meeting Agenda, Seeks Director & Equity Plan Approval

Ticker: HRL · Form: DEF 14A · Filed: Dec 17, 2025 · CIK: 48465

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Executive Compensation, Board of Directors, Shareholder Meeting, Equity Plan, Leadership Transition

Related Tickers: HRL, CNO, FIBK, STZ

TL;DR

**HRL's leadership shake-up and new equity plan are critical votes; expect a steady course with experienced hands at the helm.**

AI Summary

Hormel Foods Corporation's DEF 14A filing outlines key proposals for its 2026 Annual Meeting of Stockholders on January 27, 2026, in Austin, Minnesota. The company is seeking the election of 12 director nominees, including recent appointments D. Scott Aakre, Jeffrey M. Ettinger (Interim CEO since July 14, 2025), and John F. Ghingo (President since July 14, 2025), reflecting recent senior leadership changes. Stockholders will also vote on the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending October 25, 2026. Additionally, there will be an advisory vote on named executive officer compensation and a proposal for the approval of the Hormel Foods Corporation 2026 Equity and Incentive Compensation Plan. The record date for voting is November 28, 2025, with 550,106,937 shares of common stock outstanding. The Board recommends a 'FOR' vote on all four proposals.

Why It Matters

This DEF 14A filing is crucial for investors as it details the composition of Hormel's future board, including new interim CEO Jeffrey M. Ettinger and President John F. Ghingo, signaling a period of leadership transition and potential strategic shifts. The approval of the 2026 Equity and Incentive Compensation Plan could significantly impact executive and employee incentives, aligning their interests with long-term shareholder value. In a competitive food industry landscape, effective governance and compensation structures are vital for HRL to maintain its market position and attract top talent, directly affecting its ability to innovate and grow against rivals like Tyson Foods and Conagra Brands.

Risk Assessment

Risk Level: medium — The risk level is medium due to recent senior leadership changes, including an Interim CEO (Jeffrey M. Ettinger) and a new President (John F. Ghingo) both appointed on July 14, 2025. While these individuals have prior experience with Hormel, leadership transitions can introduce uncertainty. The approval of a new equity and incentive compensation plan (Item 4) also carries inherent risks if not structured to align with long-term shareholder interests.

Analyst Insight

Investors should carefully review the biographies of the 12 director nominees, particularly the new interim CEO and President, to understand the leadership's experience and strategic direction. Pay close attention to the details of the 2026 Equity and Incentive Compensation Plan (Item 4) to ensure it aligns with long-term shareholder value creation before casting a vote.

Executive Compensation

NameTitleTotal Compensation
Jeffrey M. EttingerInterim CEO
John F. GhingoPresident

Key Numbers

Key Players & Entities

FAQ

When is the Hormel Foods Corporation 2026 Annual Meeting of Stockholders?

The 2026 Annual Meeting of Stockholders for Hormel Foods Corporation will be held on Tuesday, January 27, 2026, at 6:00 p.m. Central Standard Time in Austin, Minnesota.

Who are the key new executive appointments at Hormel Foods mentioned in the DEF 14A?

Jeffrey M. Ettinger was appointed Interim Chief Executive Officer on July 14, 2025, and John F. Ghingo was appointed President on the same date, July 14, 2025.

What are the main proposals for stockholders to vote on at the Hormel Foods 2026 Annual Meeting?

Stockholders will vote on the election of 12 director nominees, ratification of Ernst & Young LLP as the independent auditor, an advisory vote on named executive officer compensation, and approval of the Hormel Foods Corporation 2026 Equity and Incentive Compensation Plan.

What is the record date for voting at the Hormel Foods 2026 Annual Meeting?

The record date for determining stockholders entitled to vote at the 2026 Annual Meeting is November 28, 2025, at the close of business.

How many shares of common stock were outstanding for Hormel Foods as of the record date?

As of the record date, November 28, 2025, Hormel Foods Corporation had 550,106,937 shares of common stock outstanding.

What is the Board's recommendation for all voting items at the Hormel Foods 2026 Annual Meeting?

The Board of Directors recommends a vote 'FOR' each of the 12 director nominees, 'FOR' the ratification of Ernst & Young LLP, 'FOR' the advisory approval of NEO compensation, and 'FOR' the approval of the 2026 Equity and Incentive Compensation Plan.

What is the significance of the Hormel Foods 2026 Equity and Incentive Compensation Plan?

The 2026 Equity and Incentive Compensation Plan is a key proposal that will govern how equity-based incentives are awarded to executives and employees, aiming to align their performance with the company's long-term strategic goals and shareholder interests.

Where will the Hormel Foods 2026 Annual Meeting be held?

The 2026 Annual Meeting of Stockholders will be held in the Richard L. Knowlton Auditorium of the Austin High School, 300 NW 4th Street, Austin, Minnesota 55912.

What is the policy regarding attendance at the Hormel Foods 2026 Annual Meeting?

Registered stockholders or beneficial owners as of November 28, 2025, and one guest, may attend. Attendees must present government-issued photo identification and proof of ownership, with pre-registration available until January 22, 2026.

Who is the independent registered public accounting firm proposed for ratification for Hormel Foods' fiscal year ending October 25, 2026?

Ernst & Young LLP has been appointed and is proposed for ratification as Hormel Foods Corporation's independent registered public accounting firm for the fiscal year ending October 25, 2026.

Industry Context

Hormel Foods operates in the highly competitive and mature food processing industry, facing pressure from both large, diversified competitors and smaller, niche players. Key trends include increasing consumer demand for plant-based and health-conscious products, evolving supply chain dynamics, and the need for continuous innovation to maintain market share. The company's ability to adapt to these trends and manage input costs will be crucial for sustained growth.

Regulatory Implications

As a food producer, Hormel Foods is subject to extensive regulations from agencies like the FDA and USDA concerning food safety, labeling, and manufacturing practices. Changes in these regulations, or failure to comply, could lead to significant fines, product recalls, and reputational damage. The proposed equity plan also falls under securities regulations requiring shareholder approval.

What Investors Should Do

  1. Vote FOR all four proposals.
  2. Review the Compensation Discussion and Analysis (CD&A) section.
  3. Confirm voting instructions are submitted by the deadline.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies that provides shareholders with information about matters to be voted on at an annual or special meeting. (This document contains the official proposals and information for Hormel Foods' 2026 Annual Meeting of Stockholders.)
Proxy Card
A document that authorizes another person to vote a shareholder's stock at a shareholder meeting. (Stockholders will receive a proxy card to vote on the proposals presented in the DEF 14A.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (November 28, 2025, is the record date for determining which stockholders can vote at the 2026 Annual Meeting.)
Broker Non-Vote
Occurs when a broker holding shares in 'street name' for a client does not receive voting instructions from the client for a non-discretionary matter. (Broker non-votes are counted for quorum but not for voting on most proposals, impacting the outcome of advisory votes.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in proxy statements. (Stockholders are asked to vote on an advisory basis regarding the compensation of Hormel's NEOs.)
Equity and Incentive Compensation Plan
A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives as part of their compensation. (Hormel Foods is seeking shareholder approval for its 2026 Equity and Incentive Compensation Plan.)

Year-Over-Year Comparison

This filing reflects significant recent changes in senior leadership with the appointment of an Interim CEO and President in July 2025, which may influence future compensation strategies and operational focus. While specific comparative financial data from the prior year's DEF 14A is not detailed here, the proposals for director elections and the new equity plan suggest a forward-looking approach to governance and talent management. Investors should look for continuity in strategic execution despite leadership transitions.

Filing Stats: 4,759 words · 19 min read · ~16 pages · Grade level 11 · Accepted 2025-12-17 16:30:40

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 4 DIRECTOR NOMINEES 5 CORPORATE GOVERNANCE 10 Corporate Governance Guidelines 10 Board Leadership Structure 10 Board Independence 11 Board of Director Meetings 11 Board Committees 12 Board Role in Risk Oversight 13 Policy Regarding Attendance at Annual Meetings 14 Code of Ethical Business Conduct 14 Stock Ownership Guidelines 14 Insider Trading Policy, including Stock Pledging and Hedging Policies 14 Board Communication 15 COMPENSATION OF DIRECTORS 15 AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 19 Audit Committee Report 19 Independent Registered Public Accounting Firm Fees 19 Audit Committee Preapproval Policies and Procedures 20

– RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 22

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT 23

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 COMPENSATION COMMITTEE REPORT 24 COMPENSATION DISCUSSION AND ANALYSIS 24 Fiscal 2025 Business Highlights 24 Compensation Outcomes 25 Our Fiscal 202 5 Executive Compensation Program 36 Designing the 2025 Compensation Program 40 Additional Information on Executive Compensation Practices 42 Mitigating Risk in Our Executive Compensation Program 43 COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs) 45 Fiscal 2025 Summary Compensation Table 45 Grants O f Plan- B ased Awards For Fiscal 2025 48 Outstanding Equity Awards At Fiscal 202 5 Year - E nd 50 Vesting Schedule For Unexercisable Options 51 Vesting Schedule For RSU s And Restricted Shares 52 Option Exercises And Stock Vested For Fiscal 2025 52 Fiscal 2025 Pension Benefits 53 Fiscal 2025 Nonqualified Deferred Compensation 53 Potential Payments Upon Termination Or Change-in- C ontrol 54 CEO PAY RATIO DISCLOSURE 59 PAY VERSUS PERFORMANCE DISCLOSURE 60 EQUITY COMPENSATION PLAN INFORMATION 64 RELATED PARTY TRANSACTIONS 65

– A PPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER (NEO) COMPENSATION

ITEM 3 – A PPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER (NEO) COMPENSATION 66

– APPROVAL OF THE HORMEL FOODS CORPORATION 2026 E QUITY AND INCENTIVE COMPENSATION PLAN

ITEM 4 – APPROVAL OF THE HORMEL FOODS CORPORATION 2026 E QUITY AND INCENTIVE COMPENSATION PLAN 67 VIEWING AND DELIVERY OF PROXY MATERIALS 83 STOCKHOLDER PROPOSALS FOR 202 7 ANNUAL MEETING OF STOCKHOLDERS 83 OTHER MATTERS 83 APPENDIX A - HORMEL FOODS CORPORATION 2026 EQUITY AND INCENTIVE COMPENSATION PLAN A-1 i Table of Contents PROXY STATEMENT HORMEL FOODS CORPORATION 1 HORMEL PLACE AUSTIN, MINNESOTA 55912 GENERAL INFORMATION The enclosed proxy is solicited by the Board of Directors (the "Board") of Hormel Foods Corporation (the "Company") for use at the 2026 Annual Meeting of Stockholders to be held on January 27, 2026. 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 17, 2025. The 2026 Annual Meeting of Stockholders will be held in-person in Austin, Minnesota. Voting Securities. Stockholders of record at the close of business on November 28, 2025 are entitled to vote at the meeting. We had 550,106,937 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 non-votes," 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 non-votes." "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 d

: Elect 12 director nominees

Item 1: Elect 12 director nominees Majority of the votes cast (2)(3) FOR No None Item 2: Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 25, 2026 Majority of votes present in person or by proxy and entitled to vote on this item FOR Yes Counts as a vote AGAINST

: Approve, on an advisory basis, Named Executive Officer compensation as disclosed in this proxy statement

Item 3: Approve, on an advisory basis, Named Executive Officer compensation as disclosed in this proxy statement Majority of votes present in person or by proxy and entitled to vote on this item FOR No Counts as a vote AGAINST

: Approve the Hormel Foods Corporation 2026 Equity and Incentive Compensation Plan

Item 4: Approve the Hormel Foods Corporation 2026 Equity and Incentive Compensation Plan Majority of votes present in person or by proxy and entitled to vote on this item FOR No Counts as a vote AGAINST (1) If you hold shares in "street name" and do not provide voting instructions for any of the non-discretionary items at the 2026 Annual Meeting of Stockholders, your broker, bank, or nominee cannot vote your shares, resulting in a "broker non-vote." All items of business other than Item 2 (Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm) are non-discretionary items. Shares constituting broker non-votes will be counted as present for the purpose of determining a quorum at the 2026 Annual Meeting of Stockholders, but generally are not counted or deemed to be present in person or by proxy for the purpose of voting on any of the non-discretionary items. Even if you do not provide voting instructions, your broker, bank, or nominee may vote in its discretion on Item 2 because it is a discretionary item. (2) A majority of the votes cast means that there are more "FOR" votes cast than "AGAINST" votes. (3) An incumbent director who is not re-elected under this standard must promptly offer to resign. The Board's Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. In the event of a contested election, directors will be elected by a plurality of the votes cast. Meeting Admission. If you are a registered stockholder or beneficial owner of our common stock at the close of business on November 28, 2025, you, or your duly appointed proxy, and one guest may attend the 2026 Annual Meeting of Stockholders on January 27, 2026, at 6:00 p.m. Central Standard Time in the Richard L. Knowlton Auditorium of the Austin High School, 300 NW 4th Street, Austin, Minnesota 55912. If you plan to attend the 2026 Annua

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS Currently, our Board consists of 12 directors whose terms expire at the 2026 Annual Meeting of Stockholders. Based on the recommendation of the Board's Governance Committee, the Board has nominated the 12 current directors, as named in this Proxy Statement, for election at the 2026 Annual Meeting of Stockholders. 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. The Board recommends a vote FOR each of the 12 director nominees listed below. 4 Table of Contents DIRECTOR NOMINEES D. SCOTT AAKRE, age 61, director since 2025. Mr. Aakre is the Company's Group Vice President and Chief Marketing Officer for Retail, serving in that capacity since July 2023. Mr. Aakre expects to retire from his position with the Company in early 2026. He has served as a member of the Board since May 15, 2025. Mr. Aakre joined the Company in 1990 and has held a variety of management positions, including Senior Vice President of Brand Fuel from October 2022 to July 2023 and Vice President of Corporate Innovation and New Product Development from March 2011 to October 2022. He has served as a member of the board of directors of The Hormel Foundation since April 2025. In addition to his executive leadership experience, Mr. Aakre brings extensive marketing, digital commerce, and international business expertise to the Board, as well as deep knowledge of the

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