1. | The name of the corporation is HORMEL FOODS CORPORATION. |
2. | The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of the registered agent in charge thereof shall be The Corporation Trust Company, whose address is 1209 Orange Street, Wilmington, Delaware 19801. |
3. | The corporate seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its creation (1928) and the words "Seal", "Incorporated", and "Delaware". |
4. | All meetings of the stockholders shall be held at the office of the corporation at Austin, Minnesota, or at such other place as the Board of Directors may previously determine. |
5. | A. An annual meeting of the stockholders of the corporation shall be held on the last Tuesday of January in each year at eight o'clock p.m., or at such other date or time as the Board of Directors may designate, when the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. |
B. | To be properly brought before the annual meeting of stockholders, business must be (1) specified in the notice of the meeting, (2) directed to be brought before the meeting by the Board of Directors or (3) proposed at the meeting by a stockholder who (i) was a stockholder of record at the time of giving the notice provided for in these Bylaws, (ii) is entitled to vote at the meeting, and (iii) gives prior notice of the matter, which must otherwise be a proper matter for stockholder action, in the manner herein provided. For business to be properly brought before the annual meeting by a stockholder, the stockholder must give written notice to the Secretary of the corporation so as to be received at the principal executive offices of the corporation at least ninety (90) days before the date that is one year after the prior year’s annual meeting. Such notice shall set forth (a) the name and record address of the stockholder and of any beneficial owner on whose behalf the proposal is made; (b)(i) the class and number of shares of the corporation owned by the stockholder and any such beneficial owner, (ii) any option, warrant, convertible security, stock appreciation right, swap, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of |
C. | Nominations of persons for election as Directors may be made at the annual meeting of stockholders (1) by or at the direction of the Board of Directors or (2) by any stockholder who (i) was a stockholder of record at the time of giving of the notice provided for in these Bylaws, (ii) is entitled to vote at the meeting and (iii) gives prior notice of the nomination in the manner herein provided. For a nomination to be properly made by a stockholder, the stockholder must give written notice to the Secretary of the corporation so as to be received at the principal executive offices of the corporation at least ninety (90) days before the date that is one year after the prior year’s annual meeting. Such notice shall set forth (a) as to the stockholder giving the notice and as to any beneficial owner on whose behalf the nominations are being made: (i) the name and record address of the stockholder and any such beneficial owner, and (ii) the Economic Information with respect to the stockholder and any such beneficial owner; and (b) as to each person the stockholder proposes to nominate: (i) the name, business address and residence address of the person, (ii) the principal occupation or employment of the person and (iii) the Economic Information with respect to the person. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. |
6. | The holders of a majority of the stock issued and outstanding, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock shall be present. At such adjourned meeting at which the requisite |
7. | At each meeting of the stockholders every stockholder shall be entitled to vote in person, or by proxy either appointed by an instrument in writing subscribed by such stockholder or appointed by telephonic transmission or any other form of electronic transmission as permitted by Section 212 of the Delaware General Corporation Law or any successor provision thereof. The appointment of a proxy shall be valid for three years after its date, unless the appointing instrument provides for a longer period. Each stockholder shall have one vote for each share of stock registered in his or her name on the books of the corporation. The vote for Directors, and, upon demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. All questions at a meeting of the stockholders shall be decided by a majority vote of the number of shares entitled to vote represented at the meeting, in person or by proxy, except for the election of Directors as set forth in Bylaw 8. or as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. |
8. | Except as provided in Bylaw 23. and subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, each Director shall be elected by the vote of a majority of the votes cast with respect to that Director nominee at any meeting of the stockholders for the election of Directors at which a quorum is present; provided that if as of a date that is fourteen (14) days in advance of the date that the corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of Directors to be elected, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. For purposes of this section, a majority of votes cast means that the number of shares voted “for” a Director’s election must exceed the number of votes cast “against” that Director’s election. If a nominee for Director is not elected and the nominee is an incumbent Director, the Director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, and whether other action should be taken. The Board of Directors will act on the Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Director who tenders his or her resignation will not participate in the recommendation of the Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If a Director’s resignation is accepted by the Board of Directors pursuant to this section, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board of Directors may fill the resulting vacancy pursuant to Bylaw 23. or may decrease the size of the Board of Directors pursuant to Bylaw 14. |
9. | Written notice of the annual meeting shall be mailed to each stockholder at such address as appears on the stock book of the corporation at least ten days prior to the meeting. |
10. | A complete list of the stockholders entitled to vote at each meeting of stockholders, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and shall be open to the examination of any stockholder for any purpose germane to the meeting for at least ten days prior to the meeting during ordinary business hours, at the principal place of business of the corporation, or on an electronic network, and at the place and during the whole time of said meeting. |
11. | Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, or by the Secretary at the request, in writing, of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. |
12. | Business transacted at all special meetings shall be confined to the objects stated in the call. |
13. | Written notice of a special meeting of stockholders, stating the time and place and object thereof, shall be mailed, postage prepaid, at least ten days before such meeting, to each stockholder at such address as appears on the books of the corporation. |
14. | The property and business of the corporation shall be managed by its Board of Directors. The number of Directors shall be established from time to time by resolution of the stockholders or the Board of Directors. The Directors of the corporation shall be elected annually at the annual meeting of stockholders, and each Director shall be elected to serve until his or her successor shall be elected and shall qualify. |
15. | In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. |
16. | Regular meetings of the Board shall be established by the Board. They may be held without further notice at the Corporate Office of the corporation at Austin, Minnesota, or at such other place, within or without the State of Minnesota, as the Board of Directors may from time to time designate. |
17. | Special meetings of the Board may be called by the Chairman of the Board or by the Lead Director appointed by the Board on one day's notice to each Director, either personally, by mail, by telephone or by electronic transmission; special meetings of the Board shall be called by the Chairman of the Board or by the Secretary in like manner or on like notice on the written request of two Directors. |
18. | At all meetings of the Board, a majority of the number of Directors then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws. |
19. | Directors who are not salaried officers of the corporation shall receive such compensation as shall be determined, from time to time, by resolution of the Board. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. |
20. | Members of special or standing committees may be granted such compensation as shall be determined, from time to time, by resolution of the Board. |
21. | The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the corporation, which, to the extent provided in said resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees |
22. | The committees shall keep regular minutes of their proceedings and report the same to the Board at each regular meeting. |
23. | In case of any vacancy in the Board of Directors by reason of death, resignation, or otherwise, the remaining Directors, by majority vote, may elect a successor to hold office until a successor has been elected by the stockholders. |
24. | The officers of the corporation shall be elected by the Board of Directors (or, to the extent authorized by Bylaw 28., appointed by the Chief Executive Officer), and shall be a President, one or more Vice Presidents of whatever special designation the Board may determine, a Secretary and a Treasurer. The Board may also elect (and, to the extent authorized by Bylaw 28., the Chief Executive Officer may also appoint) Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, and a Controller and Assistant Controllers. The designation and duties of any Vice President may be changed by the Board (or, to the extent authorized by Bylaw 28., by the Chief Executive Officer) at any time. |
25. | The Board of Directors, at its first meeting after each Annual Meeting of Stockholders, shall elect a President, one or more Vice Presidents, a Secretary and a Treasurer, and may elect a Controller, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. Such action may be taken by unanimous written consent in lieu of a meeting. |
26. | The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. |
27. | The Board of Directors shall have the right to fix the compensation of all officers of the corporation. |
28. | Unless otherwise provided by resolution of the Board of Directors, (i) the Chief Executive Officer may appoint one or more Vice Presidents (but not Executive Vice Presidents, Group Vice Presidents, or Senior Vice Presidents), a Secretary, a Treasurer, a Controller, and one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, (ii) the designation and duties of any officer appointed by (or who could have been appointed by) the Chief Executive Officer may be changed by the Chief Executive Officer at any time, and any such officer shall exercise such powers and perform such duties as shall be determined from time to time by the Chief Executive Officer, and (iii) the Chief Executive Officer shall have the right to fix the compensation of all officers appointed by (or who could have been appointed by) the Chief Executive Officer. |
29. | The officers of the corporation shall hold office until their successors are elected or appointed and qualify in their stead. Any officer may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. In addition, any officer appointed by (or who could have been appointed by) the Chief Executive Officer may be removed by the Chief Executive Officer. |
30. | A. The Board of Directors shall elect a Director as the Chairman of the Board, who shall not be deemed an officer of the corporation as a result of such title. |
31. | A. The President, unless otherwise designated by the Board of Directors, shall be the Chief Executive Officer of the corporation and shall have general and active management of the business of the corporation. |
32. | A. In the absence or disability of the President, the duties and powers of the President will be exercised by the Executive Vice Presidents, if any, in the order of their respective seniority in such offices; if there is no Executive Vice President, then by such of the Group Vice Presidents in the order of their respective seniority in such offices, until the Board of Directors shall designate one of their number to perform such duties. |
33. | A. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer of the corporation, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix it to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of the Treasurer. |
34. | A. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. |
35. | Unless prohibited by a resolution of the Board of Directors, an officer may, without specific approval of the Board, delegate some or all of the powers or duties of an office to other officers and/or employees of the corporation. |
36. | Shares of the Corporation’s stock may be certificated or uncertificated, as provided under Delaware law. All stock certificates of the corporation shall be numbered consecutively and shall be entered on the books of the corporation as they are issued. They shall exhibit the holders' names and the number of shares and shall be signed by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any and all of the signatures on the certificate may be a facsimile. Each certificate shall bear the corporate seal or a facsimile thereof. Each certificate shall recite the kind or class of stock it represents. |
37. | All transfers of stock of the corporation shall be made on the books of the corporation only by the person named in the certificate or by an attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, upon the surrender of certificates for the stock so transferred. |
38. | The Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect as a record date for the determination of the stockholders entitled to notice of, and to vote at any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. |
39. | The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save expressly provided by the laws of Delaware. |
40. | Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and the Board of Directors may, in their discretion, before issuing a new certificate, require the owner of the lost or destroyed certificate, or his or her legal representative, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of alleged loss of any such certificate; a new certificate of the same tenor and for the same number of shares as the one alleged to be lost or destroyed may be issued without requiring any bond when, in the judgment of the Directors, it is proper so to do. |
41. | Checks, drafts, orders for the payment of money and promissory notes shall be signed or endorsed in the name of the corporation by such person or persons as the Board of Directors, by resolution, shall from time to time appoint. |
42. | The fiscal year of the corporation shall end on the last Sunday of October in each year or on such other date as the Board of Directors may from time to time designate. |
43. | Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock. |
44. | The corporation to the fullest extent permitted by the applicable laws of the State of Delaware in effect from time to time shall indemnify each officer against the expenses of any action to which such officer is a party or is threatened to be made a party in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was an officer of the corporation; and the corporation may purchase and maintain insurance for the purpose of indemnification to the fullest extent permitted by said laws. Notwithstanding any other provision of these Bylaws and except as otherwise specifically provided for herein, the corporation shall be required to indemnify an officer in connection with a proceeding (or part thereof including any counterclaim in any proceeding) commenced by such officer only if the commencement of such proceeding (or part thereof including any counterclaim in any proceeding) by the officer was authorized by the Board of Directors. |
45. | Any stockholder, director or officer may waive any notice required to be given under these Bylaws. |
46. | These Bylaws may be altered or amended by the Board of Directors at any meeting by the affirmative vote of a majority of the whole Board of Directors. The Bylaws may also be altered or amended at any meeting of the stockholders by the affirmative vote of a majority of the stock issued and outstanding. |