Pilgrim's Pride Files 8-K with Key Corporate Updates

Ticker: PPC · Form: 8-K · Filed: Dec 30, 2024 · CIK: 802481

Sentiment: neutral

Topics: material-agreement, corporate-governance, shareholder-vote, financials

TL;DR

Pilgrim's Pride filed an 8-K on 12/30 for 12/23 events: material agreement, bylaws change, shareholder vote, and financials.

AI Summary

Pilgrim's Pride Corporation filed an 8-K on December 30, 2024, reporting events that occurred on December 23, 2024. The filing indicates the company entered into a material definitive agreement, amended its articles of incorporation or bylaws, and submitted matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions and potential changes for Pilgrim's Pride Corporation, including material agreements and shareholder votes, which could impact its business operations and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and amendments to corporate governance, which can carry inherent risks related to business strategy and shareholder interests.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Pilgrim's Pride Corporation?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or around December 23, 2024.

What specific amendments were made to Pilgrim's Pride Corporation's articles of incorporation or bylaws?

The filing indicates amendments were made but does not provide the specific details of these changes.

What matters were submitted to a vote of security holders?

The filing confirms that matters were submitted to a vote of security holders, but the specific proposals are not detailed in this summary.

What are the key exhibits included with this 8-K filing?

The filing mentions financial statements and exhibits, but their specific content is not detailed in the provided text.

When did the events reported in this 8-K filing occur?

The earliest event reported in this 8-K filing occurred on December 23, 2024.

Filing Stats: 1,202 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-12-30 16:10:47

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2024, the Company entered into a tax sharing agreement (the "Tax Sharing Agreement") with JBS USA Food Company Holdings ("JBS USA"), a wholly-owned subsidiary of JBS S.A., governing the allocation, and certain payment and reimbursement obligations, of U.S. income tax liabilities and assets among the Company and its relevant U.S. corporate subsidiaries (the "Company Group"), on the one hand, and JBS USA and its relevant U.S. subsidiaries (other than any subsidiary included in the Company Group) (the "JBS USA Group"), on the other hand. JBS S.A. through its indirect wholly-owned subsidiaries (together, "JBS") beneficially owns 82.42% of the Company's outstanding common stock. The Tax Sharing Agreement is effective for each tax year beginning on or after December 30, 2024 or such other date in which PPC becomes a member of the Parent Consolidated Group (as defined in the Tax Sharing Agreement). A summary of the Tax Sharing Agreement is incorporated herein by reference from the Proxy Statement and is qualified in its entirety by reference to the full text of the Tax Sharing Agreement attached as Exhibit 10.1 to this Current Report. Also on December 30, 2024, the Company and JBS USA (as defined in the Stockholders Agreement) entered into Amendment Number 2 to the Stockholders Agreement, which amends the Stockholders Agreement to provide that the number of directors on the Board of Directors of the Company will be set in accordance with the Certificate, as described in the Proxy Statement. A description of Amendment Number 2 to the Stockholders Agreement is incorporated herein by reference from the Proxy Statement and is qualified in its entirety by reference to the full text of Amendment Number 2 to the Stockholders Agreement, which is attached hereto as Exhibit 10.2 to this Current Report.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described above in the " Explanatory Note" in this Current Report, at the Special Meeting, the stockholders of the Company approved the amendment to the Amended and Restated Certificate of Incorporation, effective as of December 30, 2024. A description of the amendment is incorporated herein by reference from the Proxy Statement and is qualified in its entirety by reference to the full text of the Certificate, which is attached as Exhibit 3.1 to this Current Report. Concurrent with the effectiveness of the Certificate on December 30, 2024, a corresponding amendment to the Company's Amended and Restated Bylaws took effect (as amended, the "Restated Bylaws"), a description of which is incorporated herein by reference from the Proxy Statement and is qualified in its entirety by reference to the full text of the Restated Bylaws attached as Exhibit 3.2 to this Current Report.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. As described above in the " Explanatory Note" in this Current Report, the stockholders of the Company approved the amendment to the Company's Amended and Restated Certificate of Incorporation at the Special Meeting held on December 23, 2024. The following was the proposal submitted to a vote of the stockholders of the Company at the Special Meeting: Proposal 1: Amendment to Certificate of Incorporation: A vote on an amendment to the Company's Amended and Restated Certificate of Incorporation. The votes were cast as follows: For Against Abstain Broker Non-Votes 228,551,918 (1) 42,350 18,948 0 1 96% of the outstanding shares of Company common stock and 79% of the outstanding shares of common stock held by stockholders other than JBS and its affiliates (the "Minority Investors," or a majority of the Minority Investors) voted "for" the amendment.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Company, dated as of December 30, 2024 . 3.2 Amended and Restated Bylaws, effective as of December 30, 2024 . 10.1 Tax Sharing Agreement by and among JBS USA Food Company Holdings and Pilgrim's Pride Corporation, dated as of December 30, 2024 . 10.2 Stockholders Agreement by and between JBS USA Holding Lux, S..r.l. (formerly known as JBS USA Holdings, LLC, which was formerly known as JBS USA Holdings, Inc.) and Pilgrim's Pride Corporation, as amended.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PILGRIM'S PRIDE CORPORATION Date: December 30, 2024 /s/ Matthew Galvanoni Matthew Galvanoni Chief Financial Officer and Chief Accounting Officer

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