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EX-99 - EXHIBIT 99 - HORMEL FOODS CORP /DE/codeofconduct119.htm

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 29, 2019

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]














Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On January 29, 2019, the Board of Directors of Hormel Foods Corporation (the “Company”) approved an amended Code of Ethical Business Conduct (the “Code”). The Code is applicable to all employees, officers and directors of the Company and its subsidiaries, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code was amended to improve readability and more clearly communicate the Company’s expectations regarding ethical business conduct. The Code is also organized by subject matter, including examples, to make it easier for Company personnel to find and apply applicable guidance. The Code does not materially change the responsibilities and obligations that applied previously.

The foregoing description is qualified in its entirety by reference to the Code, which is attached hereto as Exhibit 99. The Code is also available on the Company’s website at www.hormelfoods.com/responsibility/ethics-governance-and-risk/.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company conducted its annual stockholders’ meeting on January 29, 2019.
 
At the annual meeting, 514,405,545 shares were represented (96.2 percent of the 534,595,685 shares outstanding and entitled to vote). Three 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: Gary C. Bhojwani, Terrell K. Crews, Glenn S. Forbes, M.D., Stephen M. Lacy, Elsa A. Murano, Ph.D., Robert C. Nakasone, Susan K. Nestegard, William A. Newlands, Dakota A. Pippins, Christopher J. Policinski, Sally J. Smith, James P. Snee, and Steven A. White. The results were as follows:

DIRECTOR:
FOR
AGAINST

ABSTAIN
BROKER NON-VOTE
Gary C. Bhojwani
461,436,537
919,750
378,865
51,670,393
Terrell K. Crews
459,817,673
2,660,920
256,559
51,670,393
Glenn S. Forbes, M.D.
461,738,303
737,069
259,780
51,670,393
Stephen M. Lacy
458,548,972
3,919,880
266,300
51,670,393
Elsa A. Murano, Ph.D.
460,620,459
1,862,373
252,320
51,670,393
Robert C. Nakasone
456,404,284
5,945,618
385,250
51,670,393
Susan K. Nestegard
461,116,589
955,854
662,709
51,670,393
William A. Newlands
461,640,822
827,621
266,709
51,670,393
Dakota A. Pippins
458,858,630
3,603,138
273,384
51,670,393
Christopher J. Policinski
461,057,365
1,416,666
261,121
51,670,393
Sally J. Smith
461,402,436
1,083,385
249,331
51,670,393
James P. Snee
457,466,891
1,998,049
3,270,212
51,670,393
Steven A. White
461,144,657
1,332,273
258,222
51,670,393





2.  Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 27, 2019:
 
For:
 
508,618,349
Against:
 
5,102,605
Abstain:
 
684,591

3.  Advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s 2019 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 19, 2018):
 
For:
 
456,289,949
Against:
 
5,554,465
Abstain:
 
890,738
Broker Non-Vote:
 
51,670,393

Item 9.01 Exhibits

(d)    Exhibits furnished pursuant to Item 5.05



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 1, 2019
By /s/ JAMES N. SHEEHAN


    JAMES N. SHEEHAN
 
    Executive Vice President and
      Chief Financial Officer
 
 
 
 
Dated: February 1, 2019
By /s/ JANA L. HAYNES                       
 
    JANA L. HAYNES
 
    Vice President and Controller