Tyson Foods 2012 Annual Report Download - page 82

Download and view the complete annual report

Please find page 82 of the 2012 Tyson Foods annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 91

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91

82
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See information set forth under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance”
in the Company’s definitive Proxy Statement for the Company’s Annual Meeting of Shareholders to be held February 1, 2013 (the
“Proxy Statement”), which information is incorporated herein by reference. Pursuant to general instruction G(3) of Annual Report on
Form 10-K, certain information concerning our executive officers is included under the caption “Executive Officers of the Company”
in Part I of this Report.
We have a code of ethics as defined in Item 406 of Regulation S-K, which code applies to all of our directors and employees,
including our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing
similar functions. This code of ethics, titled “Tyson Foods, Inc. Code of Conduct,” is available, free of charge on our website at http://
ir.tyson.com.
ITEM 11. EXECUTIVE COMPENSATION
See the information set forth under the captions “Executive Compensation,” “Director Compensation For Fiscal 2012,”
“Compensation Discussion and Analysis,” “Report of the Compensation Committee,” and “Compensation Committee Interlocks and
Insider Participation” in the Proxy Statement, which information is incorporated herein by reference. However, pursuant to
instructions to Item 407(e)(5) of the Securities and Exchange Commission Regulation S-K, the material appearing under the sub-
heading “Report of the Compensation Committee” shall not be deemed to be “filed” with the Commission, other than as provided in
this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
See the information included under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of
Management” in the Proxy Statement, which information is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following information reflects certain information about our equity compensation plans as of September 29, 2012:
Equity Compensation Plan Information
(a) (b) (c)
Number of
Securities to be
issued upon
exercise of
outstanding
options
Weighted
average
exercise price
of outstanding
options
Number of Securities
remaining available for
future issuance under
equity compensation plans
(excluding Securities
reflected in column (a))
Equity compensation plans approved by security holders 19,067,360 $ 14.82 22,187,165
Equity compensation plans not approved by security holders — — —
Total 19,067,360 $ 14.82 22,187,165
(a) Outstanding options granted by the Company
(b) Weighted average price of outstanding options
(c) Shares available for future issuance as of September 29, 2012, under the Stock Incentive Plan (10,795,188), the
Employee Stock Purchase Plan (3,744,369) and the Retirement Savings Plan (7,647,608)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See the information included under the captions “Election of Directors” and “Certain Transactions” in the Proxy Statement, which
information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
See the information included under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Audit
Committee Pre-Approval Policy” in the Proxy Statement, which information is incorporated herein by reference.