8-K 1 a11-5042_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)   January 31, 2011

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-2402

 

41-0319970

(State or Other
Jurisdiction of
Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification
Number)

 

1 Hormel Place
Austin, MN 55912

(Address of Principal Executive Office)

 

Registrant’s telephone number, including area code:  (507) 437-5611

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Section 3 — SECURITIES AND TRADING MARKETS

 

Item 3.03 Material Modification to Rights of Security Holders

 

On January 31, 2011, stockholders of Hormel Foods Corporation (the Company) approved a proposal to effect a two-for-one split of the Company’s common stock.  Per the proposal, the Company’s common stock will be reclassified by reducing the par value from $.0586 per share to $.0293 per share and increasing the number of authorized shares from 400,000,000 to 800,000,000 shares, in order to effect a two-for-one stock split.  The number of authorized shares of nonvoting common stock and preferred stock will also be increased to 400,000,000 shares and 160,000,000 shares, respectively, with no change in the par value of those shares.

 

The Company’s Restated Certificate of Incorporation was amended effective February 1, 2011, to effect the split, as described above.  Per that amendment, each stockholder of record on January 31, 2011 will be entitled to receive one additional share of common stock, at a par value of $.0293, for each share of common stock already held on that date.  The Company will distribute the additional shares of $.0293 par value common stock in uncertificated (book-entry) form on or about February 14, 2011.  The Company will also reserve for issuance the maximum number of shares of common stock subject to options and other awards which have been granted or may be granted under the Company’s stock award and other stock plans, which provide that the number of shares of common stock reserved for issuance shall be appropriately adjusted in the event of a stock split.

 

Section 5 — CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company conducted its annual stockholders’ meeting on January 31, 2011.

 

At the annual meeting, 115,825,484 shares were represented (87.0 percent of the 133,124,485 shares outstanding and entitled to vote).  Five items were considered at the meeting and the results of the voting were as follows:

 

1.  Election of Directors:  The nominees in the proxy statement were: Terrell K. Crews, Jeffrey M. Ettinger, Jody H. Feragen, Susan I. Marvin, John L. Morrison, Elsa A. Murano, Ph.D., Robert C. Nakasone, Susan K. Nestegard, Ronald D. Pearson, Dakota A. Pippins, Hugh C. Smith, M.D., and John G. Turner.  The results were as follows:

 

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Director

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

Terrell K. Crews

 

105,414,479

 

223,242

 

76,279

 

10,111,484

 

Jeffrey M. Ettinger

 

103,884,952

 

1,759,039

 

70,009

 

10,111,484

 

Jody H. Feragen

 

103,822,393

 

1,828,435

 

63,172

 

10,111,484

 

Susan I. Marvin

 

105,482,952

 

171,536

 

59,512

 

10,111,484

 

John L. Morrison

 

105,489,718

 

131,112

 

93,170

 

10,111,484

 

Elsa A. Murano, Ph.D.

 

105,573,126

 

83,207

 

57,667

 

10,111,484

 

Robert C. Nakasone

 

105,500,770

 

134,135

 

79,095

 

10,111,484

 

Susan K. Nestegard

 

103,176,557

 

2,477,904

 

59,539

 

10,111,484

 

Ronald D. Pearson

 

105,514,186

 

119,985

 

79,829

 

10,111,484

 

Dakota A. Pippins

 

103,581,365

 

2,054,575

 

78,060

 

10,111,484

 

Hugh C. Smith, M.D.

 

105,484,596

 

154,892

 

74,512

 

10,111,484

 

John G. Turner

 

105,206,187

 

430,703

 

77,110

 

10,111,484

 

 

2.  Proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock and reduce the par value to effect a stock split, and to increase the number of authorized shares of nonvoting common stock and preferred stock:

 

For:

 

79,656,558

 

Against:

 

25,939,683

 

Abstain:

 

117,759

 

Broker Non-Vote:

 

10,111,484

 

 

3.  Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending October 30, 2011:

 

For:

 

115,269,016

 

Against:

 

473,985

 

Abstain:

 

82,483

 

 

4.  Adoption of the resolution to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company’s 2011 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 21, 2010):

 

For:

 

103,096,861

 

Against:

 

1,027,575

 

Abstain:

 

1,589,564

 

Broker Non-Vote:

 

10,111,484

 

 

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5.  Advisory vote on the frequency for which stockholder’s shall have an advisory vote on the compensation of the Company’s Named Executive Officers set forth in the Company’s proxy statement:

 

Every Year:

 

25,948,873

 

Every Two Years:

 

75,167,656

 

Every Three Years:

 

3,082,908

 

Abstain:

 

1,514,563

 

Broker Non-Vote:

 

10,111,484

 

 

In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote on the compensation of the Company’s Named Executive Officers will be conducted every two years.

 

 

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.

 

 

 

 

HORMEL FOODS CORPORATION

 

 

 

(Registrant)

 

 

 

 

 

 

Dated:

February 2, 2011

 

By

/s/J. H. FERAGEN

 

 

 

J. H. FERAGEN

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

Dated:

February 2, 2011

 

By

/s/J. N. SHEEHAN

 

 

 

J. N. SHEEHAN

 

 

 

Vice President and Controller

 

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