TSN DEF 14A Report ended Sept. 28, 2019

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1.	To elect the twelve directors named in the accompanying Proxy Statement to the Company’s Board of Directors;

2.	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 3, 2020 ;

3.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

4.	To consider and act upon the four shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting; and

5.	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Visit the website listed on your proxy card/voting instruction form to vote by Internet.

•	If you have requested a paper copy of the proxy materials, call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	If you have requested a paper copy of the proxy materials, sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

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•	9 of 12 director nominees are independent (10 of 12 directors were independent during fiscal year 2019)

•	Separation of the roles of Chairman, CEO and Lead Independent Director

•	Annual board and committee self-evaluations

•	Average board meeting attendance in excess of 90%

•	Deferred shares for directors and strong ownership requirements for directors and senior officers

•	Independent board committees (other than the Executive Committee)

•	Robust policies and procedures, including our Code of Conduct

•	Board makeup highlighted by strong leadership, diversity and experience

•	Regular executive sessions of independent directors

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•	High percentage of pay is variable and at risk

•	Substantial stock ownership guidelines

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels that seek to balance short- and long-term goals

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•	this Proxy Statement for the Annual Meeting; and

•	the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019 .

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•	To elect the twelve director nominees named in this Proxy Statement to the Board;

•	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 3, 2020 ;

•	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

•	To consider and act upon the shareholder proposals described in this Proxy Statement, if properly presented at the Annual Meeting; and

•	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

•	FOR the election of each of the director nominees named in this Proxy Statement to the Board;

•	FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2020 ;

•	FOR approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and

•	AGAINST each of the shareholder proposals.

•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting. If you desire to vote in person at the Annual Meeting, please request an admission ticket via email at ir.tyson.com or by telephone at (479) 290-4524 and then request a ballot when you arrive.

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•	Via the Internet. You may vote by proxy via the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting by first obtaining a legal proxy from the organization that holds your shares. If you obtain such a proxy and desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation and certification of votes; and

•	to facilitate a successful proxy solicitation.

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(1)

70,000,000 shares of Class B Common Stock and 2,743,680 shares of Class A Common Stock are owned of record by the Tyson Limited Partnership, a Delaware limited partnership (“TLP”). The limited partners (and their respective partnership interests in the TLP) are as follows: the DT Family 2009, LLC (53.4881%), the BT 2015 Fund (45.2549%) and the JCC Family, LLC (.1257%). Trusts for the descendants of Don Tyson, including Mr. John Tyson, Chairman of the Board of the Company, are the sole members of the DT Family 2009, LLC and the JCC Family, LLC. Ms. Barbara A. Tyson, a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the BT 2015 Fund. Mr. John Tyson is one of the contingent beneficiaries of the BT 2015 Fund. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. John Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Donald J. Tyson Revocable Trust of which Mr. John Tyson, Mr. Erwin and Mr. Thomas B. Schueck are the trustees. A managing general partner of the TLP has the exclusive right, subject to certain restrictions, to do all things on behalf of the TLP necessary to manage, conduct, control and operate the TLP’s business, including the right to vote all shares or other securities held by the TLP, as well as the right to mortgage, pledge or grant security interests in any assets of the TLP. However, the TLP has no managing general partner at this time. Until a new managing general partner is selected, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners, which no single general partner currently possesses. The percentage of general partnership interests of the TLP are as follows: Donald J. Tyson Revocable Trust (44.44%); Mr. John Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TLP terminates December 31, 2040. The descendants of Don Tyson, including Mr. John Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. Additionally, the TLP may be dissolved upon the occurrence of certain events, including (i) a written determination by the managing general partner that the projected future revenues of the TLP will be insufficient to enable payment of costs and expenses, or that such future revenues will be such that continued operation of the TLP will not be in the best interest of the partners, (ii) an election to dissolve the TLP by the managing general partner that is approved by the affirmative vote of a majority in percentage interest of all general partners, or (iii) the sale of all or substantially all of the TLP’s assets and properties. The withdrawal of the managing general partner or any other general partner (unless such partner is the sole remaining general partner) will not cause the dissolution of the TLP. Upon dissolution of the TLP, each partner, including all limited partners, will receive in cash or otherwise, after payment of creditors, loans from any partner, and return of capital account balances, their respective percentage interests in the TLP assets.

(2)

This amount includes 14,850,296 shares and 35,739,360 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 14, 2019, by T. Rowe Price Associates, Inc. and T. Rowe Price Value Fund. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(3)

This amount includes 342,053 shares, 78,042 shares, 26,478,400 shares and 411,982 shares in which the holder exercises sole voting power, shared voting power, sole dispositive power and shared dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 11, 2019, by The Vanguard Group. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(4)	This amount includes 18,124,933 shares and 20,737,692 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC

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*	Indicates less than 1%.

(1)

The amounts in this column include beneficial ownership of shares with respect to which voting or investment power may be deemed to be directly or indirectly controlled. Accordingly, the shares shown in the table include shares owned directly, shares held in such person's account under the Company's Employee Stock Purchase Plan, shares owned by certain of the individual's family members and shares held by the individual as a trustee or in a fiduciary or other similar capacity, unless otherwise disclaimed and/or described below. The amounts in this column also include shares subject to options exercisable on or within 60 days of December 9, 2019 , held by Mr. Glendinning ( 12,591 ) and the other executive officers ( 5,090 ).

(2)

The amounts in these rows do not include any shares of Class A Common Stock or Class B Common Stock owned by the TLP, of which Mr. Tyson and Ms. Tyson are general partners. The TLP owns 99.99% of the outstanding shares of Class B Common Stock and 0.93% of the outstanding shares of Class A Common Stock, which results in the TLP controlling 70.59% of the aggregate vote of Class A Common Stock and Class B Common Stock. When combined with the total ownership of directors and executive officers as a group, the aggregate voting percentage increases to 71.09%. The TLP and its ownership of such stock are further described in footnote 1 to the table titled “Security Ownership of Certain Beneficial Owners” in this Proxy Statement.

(3)	Mr. Tyson’s amount includes 1,455,844 shares pledged as security for loans.

(4)

The amounts in these rows do not include grants of deferred stock awards of Class A Common Stock made on the date(s) of re-election to the Board by shareholders (see the section titled “Director Compensation for Fiscal Year 2019 ” in this Proxy Statement) to each of Mr. Banister ( 9,532 ); Mr. Banks ( 4,800 ); Mr. Beebe ( 2,786 ); Ms. Durham ( 7,587 ); Mr. Mariner ( 1,553 ); Mr. McNamara ( 50,264 ); Ms. Miller ( 2,701 ); Mr. Schomburger ( 4,800 ); Mr. Thurber ( 39,660 ); and Ms. Tyson ( 30,817 ).

(5)	Ms. Grimes stepped down as the Company’s Group President Prepared Foods effective August 12, 2019.

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•

Ms. Durham is Chief Executive Officer of American Seafoods. In fiscal year 2019, the Company acquired MFG (USA) Holdings, Inc., a subsidiary of which is a customer of American Seafoods. During fiscal year 2019, which included prior- and post-acquisition periods, this subsidiary paid American Seafoods $7,774,866 for direct purchases of fish for the manufacture of certain products for a customer of the Company, and such amount represented less than two percent (2%) of American Seafoods’ gross revenues for the comparable period. In fiscal years 2018 and 2017, there were no payments to American Seafoods. Under the NYSE rules, a director may be considered independent if payments made to an entity with which the director is affiliated are less than the greater of $1,000,000 or two percent (2%) of the affiliated entity's gross revenues in any of the last three fiscal years. Ms. Durham did not personally benefit from any of the purchases. Based on the foregoing facts, the Board has determined that Ms. Durham did not have a direct or indirect material interest in the transactions and this relationship does not affect Ms. Durham's independence.

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•	determine and approve the compensation of the Chief Executive Officer; and

•	take into consideration any factors relevant to a person’s independence from management before selecting such person as a compensation consultant, legal counsel or other adviser to the Compensation and Leadership Development Committee.

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•	An annual retainer of $105,000 (payable in quarterly installments).

•

A grant of a deferred stock award for shares of Class A Common Stock having a value of $160,000 on the date of election or re-election as a director at the Annual Meeting, which award does not become payable until 180 days after the director ceases to serve on the Board. The director may elect, however, to not have the award deferred and instead be distributed on the date of election or re-election, as applicable.

•	An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:

(1)

The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2019 . The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019 . Recipients of these awards are entitled to dividends during the deferral period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon distribution.

(2)

As of the last day of fiscal year 2019 , outstanding deferred stock awards, per individual elections, for individuals serving as non-employee directors during fiscal year 2019 were as follows: Mr. Banister ( 9,532 ); Mr. Banks ( 4,800 ); Mr. Beebe ( 2,786 ); Ms. Durham ( 7,587 ); Mr. Mariner ( 1,553 ); Mr. McNamara ( 50,264 ); Ms. Miller ( 2,701 ); Mr. Schomburger ( 4,800 ); Mr. Thurber ( 39,660 ); and Ms. Tyson ( 30,817 ).

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(3)	The amounts in this column, other than as noted in footnote 6, represent taxes reimbursed to the recipient in connection with the use of Company-owned aircraft.

(4)	Mr. Mariner was elected to the board in May 2019.  He received two quarterly retainers during fiscal year 2019 for his participation in two quarterly meeting cycles.  As director stock awards are granted in February of each year following director elections, his stock award was prorated for the nine months of that grant year.

(5)	Mr. McNamara elected to receive one quarterly retainer (totaling $26,250 ) in the form of Class A Common Stock.

(6)	This amount represents premiums paid by the Company for a health insurance plan.

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•	Shareholder Alignment. Executive compensation should be appropriately linked with the Company’s financial performance and the creation of shareholder value.

•	Attract, Motivate and Retain Key Employees. Executive compensation should be competitive with the organizations with which the Company competes for talent in order to attract, motivate and retain superior executive talent for the long-term.

•	Link Pay to Performance. As an executive’s responsibility increases, a larger portion of his or her total compensation should be “at-risk” incentive compensation (both short- and long-term), subject to corporate, segment, individual, stock price and/or earnings performance measures.

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•	JBS S.A., a leading global animal protein processing company, has committed to zero deforestation in its been and soy supply chains;

•	Cargill has committed to eliminate deforestation across its entire agricultural supply chain by 2030; and

•	Hormel Foods Corporation has reaffirmed the Consumer Goods Forum’s commitment to achieve deforestation-free supply chains by 2020.

•	Reporting any progress toward specific no-deforestation policies for all relevant commodities;

•	Reporting evidence of proactive implementations efforts, such as time-bound plans, verification process, and non-compliance protocols; and

•	Public disclosure of progress toward these goals through CDP Forest Questionnaire or similar platforms.

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1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications;

2.	Payments by Tyson used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient;

3.	Tyson’s membership in and payments to any tax-exempt organization that writes and endorses model legislation;

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4.	Description of the decision-making process and oversight by management and the Board for making payments described in section 2 and 3 above.

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•	Identify and assess the human rights impacts of Tyson’s business activities, including company-owned operations, suppliers, and contractors, and plans to prevent and mitigate harm;

•	Explain the types and extent of stakeholder consultation; and

•	Discuss how Tyson tracks effectiveness of its human rights due diligence.

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•	John Tyson, Chairman of the Board (“Chairman”)

•	Noel White, President and Chief Executive Officer (“CEO”)

•	Stewart Glendinning, Executive Vice President and Chief Financial Officer (“CFO”)

•	Sally Grimes, former Group President Prepared Foods

•	Donnie King, Group President International and Chief Administration Officer

•	Scott Spradley, Chief Technology Officer

•	the Company’s stated compensation philosophy, corporate goals and objectives relevant to management compensation and total compensation policy to evaluate whether they support business objectives, create shareholder value, are consistent with shareholder interests, attract, motivate and retain key executive talent and link compensation to corporate performance;

•	the peer group used for competitive pay/performance benchmarking (see “Role of Compensation Consultants/Benchmarking.” below for more details); and

•	the total compensation for NEOs and other executive officers.

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•	base salary;

•	annual incentive payments;

•	long-term incentive compensation;

•	financial, retirement and welfare benefit plans; and

•	certain defined perquisites.

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(1)	Actual Adjusted Operating Income for purposes of performance incentive payments for fiscal year 2019 for Mr. King (because he rejoined the Company after the beginning of fiscal year 2019) was approximately $2.046 billion, resulting in Mr. King’s eligibility for annual incentive payments of approximately 76.17% of his target eligibility.

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•	achievement of a cumulative Adjusted Operating Income target over the 2019, 2020 and 2021 fiscal years (the “cumulative Operating Income criterion”); and

•	a comparison of the relative total shareholder return of the Company’s Class A Common Stock relative to the relative total shareholder return of the Compensation Peer Group over the 2019, 2020 and 2021 fiscal years (the “relative total shareholder criterion”).

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•	Employee Stock Purchase Plan;

•	Retirement Savings Plan;

•	Executive Savings Plan; and

•	Executive Long-Term Disability Plan.

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(1)

The amounts included in these columns are the aggregate grant date fair values for stock and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019 . Recipients do not realize the value of equity-based awards until the awards vest (or are exercised in the case of stock options). The actual value that a recipient will realize from these awards is determined by the Company’s future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards.

(2)

The grant date fair values of the restricted stock with performance criteria are based on the maximum outcome of those awards as of the grant date, which is the probable payout of such awards based on what we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The resulting number of shares of restricted stock with performance criteria that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measure tied to these awards. Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement. The grant date fair values of performance stock awards are reported in the table above at the probable payout, which is less than the maximum possible payout. The table below shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2019 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The grant date fair values for the performance stock awards are computed in accordance with the rules described in footnote (1). Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements of Compensation—Equity-Based Compensation—Performance Stock” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

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(3)	Amounts reflected in this column are cash payments made pursuant to the Executive Incentive Plan. For a more detailed discussion, see the subsection titled “Elements of Compensation—Annual Performance Incentive Payments” under the “Compensation Discussion and Analysis” section of this Proxy Statement.

(4)

The amounts reflected in this column include above market earnings for fiscal year 2019 on nonqualified deferred compensation as follows: Mr. Tyson - $ 0 ; Mr. White - $8,401 ; Mr. Glendinning - $1,695 ; Ms. Grimes - $212 ; Mr. King - $ 0 ; and Mr. Spradley - $241 . For the assumptions used to determine the change in the pension value, see the table titled “SERP Assumptions” in the section titled “Pension Benefits” in this Proxy Statement.

(5)	The amounts reflected in this column for fiscal year 2019 represent the sum of all other compensation and perquisites received by the NEOs from the Company, as more fully set forth in the table below.

*	Indicates value less than $10,000.

(a)

Included in these amounts are Company contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2019 , though attributable to performance in fiscal year 2019 , as follows: Mr. Tyson - $99,968 ; Mr. White - $109,489 ; Mr. Glendinning - $52,831 ; Ms. Grimes - $54,875 ; Mr. King - $24,464 ; and Mr. Spradley - $29,291 (a description of the Executive Savings Plan is provided under the heading “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2019 ” under “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2018 but paid in fiscal year 2019 , as those awards were previously reported as fiscal year 2018 compensation.

(b)	The amount in this column includes severance pay and reimbursement of COBRA premiums pursuant to his retirement agreement in the amounts of $297,313 and $6,163, respectively, pursuant to the agreement connected with Mr. King’s retirement in 2017.

(c)

The amounts in this column include premiums paid by the Company for a long-term disability insurance policy for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (d) through (h), below, are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Mr. Tyson’s and Mr. White’s personal use of Company-owned aircraft is permitted under their respective employment contracts, and other NEOs’ personal use of Company-owned aircraft is at the CEO’s discretion, subject to an overall limit established by the Compensation and Leadership Development Committee. In each case, the executives’ use must comply with the Company’s aircraft policy and not interfere with the Company’s use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO.

(d)	This amount includes $1,393,657 for personal use of Company-owned aircraft and amounts for event tickets and an insurance premium.

(e)	This amount includes $196,170 for personal use of Company-owned aircraft and amounts for event tickets.

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(f)	This amount includes $58,895 for personal use of Company-owned aircraft.

(g)	This amount includes $44,046 for personal use of Company-owned aircraft.

(h)	This amount includes $8,802 for personal use of Company-owned aircraft.

(6)	This amount represents a sign-on payment of $387,550.

(7)	This amount represents a sign-on payment of $1,100,000.

(1)

The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2019 under the Executive Incentive Plan based on the NEO’s salary on September 28, 2019 . The amounts paid to each NEO pursuant to this plan for fiscal year 2019 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table for Fiscal Year 2019 ” in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the subsection titled “Elements of Compensation—Annual Incentive Payments” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

(2)

The amounts in these columns represent (i) the threshold, target and maximum amount of shares of performance stock which would be awarded upon the achievement of specified performance criteria for the awards granted on November 19, 2018, and (ii) the amount of shares of restricted stock with performance criteria which would be awarded upon the achievement of a specified performance criterion for the awards granted on November 19, 2018, February 13, 2019 and May 10, 2019. The vesting terms of the performance stock include the achievement of a three-year cumulative Adjusted Operating Income target and a favorable relative total shareholder return comparison with the Compensation Peer Group. The vesting terms of the restricted stock with

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(3)	The amounts in this column represent nonqualified stock options that expire on November 19, 2028. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years.

(4)	Pursuant to the terms of the Stock Incentive Plan, the exercise price for these options is the closing price of our Class A Common Stock on the grant date.

(5)	For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote 1 of the “Summary Compensation Table for Fiscal Year 2019 ” in this Proxy Statement.

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(1)	The amounts listed in this column reflect a share price of $85.20 , the closing price of our shares on the NYSE on September 27, 2019, the last trading day of our 2019 fiscal year.

(2)	These options vested and became exercisable on November 28, 2019.

(3)	This represents an award of restricted stock with performance criteria that vested on November 18, 2019, resulting from the satisfaction of the applicable performance criterion. The performance criterion was the achievement of cumulative Adjusted EBIT of more than $125 million for the 2017-2019 fiscal years.

(4)

This represents an award of performance stock that vested on November 18, 2019, resulting from the satisfaction of the following performance criteria: (a) cumulative EBIT target of $8.965 billion for the 2017-2019 fiscal years and (b) a favorable comparison of the Company's Class A Common Stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2017-2019 fiscal years. Based on the actual level of performance, this award vested at 89.33% of the target award with respect to the cumulative EBIT criterion and 125% with respect to the stock price comparison criterion.

(5)	One-half of these options vested and became exercisable November 17, 2019.

(6)	This represents an award of restricted stock with performance criteria that vests on November 20, 2020, subject to the achievement of a three-year cumulative Adjusted Operating Income of $125 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(7)

This represents an award of performance stock that vests on November 20, 2020, subject to the achievement of a three-year cumulative Adjusted Operating Income target and favorable comparison of the Company's relative total shareholder return to a predetermined peer group of publicly traded companies over the 2018-2020 fiscal years. The number of shares reported is based on the maximum potential payout.

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(8)	One-third of these options vested and became exercisable on November 19, 2019. One-half of the remaining options are scheduled to vest and become exercisable on November 19, 2020, and the remaining options are scheduled to vest and become exercisable on November 19, 2021.

(9)	This represents an award of restricted stock with performance criteria that vests on November 29, 2021, subject to the achievement of a three-year cumulative Adjusted Operating Income of $125 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(10)

This represents an award of performance stock that vests on November 29, 2021, subject to the achievement of a three-year cumulative Adjusted Operating Income target and favorable comparison of the Company's relative total shareholder return to a predetermined peer group of publicly traded companies over the 2019-2021 fiscal years. The number of shares reported is based on the maximum potential payout.

(11)	This represents an award of restricted stock with performance criteria that vests on February 14, 2020, subject to the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2017 and 2018 fiscal years. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(12)	These options vest and become exercisable on December 11, 2020.

(13)	One-half of these options vested and became exercisable on December 15, 2019. The remaining options are scheduled to vest and become exercisable on December 15, 2020.

(14)	This represents an award of restricted stock with performance criteria that vests on February 13, 2022, subject to the achievement of a cumulative Adjusted EBIT of $125 million from December 30, 2018 to October 2, 2021. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(15)	This represents an award of restricted stock with performance criteria which vests on February 13, 2022 subject to the achievement of a cumulative Adjusted EBIT of $125 million from December 30, 2018 to October 2, 2021 and the continued employment of Mr. King on the vesting date. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(16)	This represents an award of restricted stock with performance criteria which vests on May 10, 2022 subject to the achievement of a cumulative Adjusted EBIT of $125 million from March 31, 2019 to October 2, 2021. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(1)	The value is based on our stock price of $58.95 on November 30, 2018.

(2)	Represents previously awarded restricted stock with performance criteria that vested on November 30, 2018.

(3)	Represents previously awarded performance stock that vested on November 30, 2018.

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(1)	The plan considers only creditable service, as more fully described above. The NEOs’ actual years of service are as follows: Mr. Tyson - 47 years; Mr. White - 36 years; Mr. Glendinning - 2 years; Ms. Grimes - 7 years; Mr. King - 35 years prior to his 2017 retirement plus a partial year after he rejoined the Company on January 22, 2019; and Mr. Spradley - 2 years.

(2)	The present value of these benefits is based on the following assumptions:

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(1)

As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. As a previous executive of The Hillshire Brands Company (“Hillshire”), Ms. Grimes has an account balance in the Hillshire 401(k) SERP and, at the end of fiscal year 2019. As a previous executive of IBP, inc. (“IBP”), Mr. White also has an account balance in the Retirement Income Plan as further described below.

(2)

Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table for Fiscal Year 2019 ” in this Proxy Statement. The amounts in this column include post-fiscal year 2019 contributions made from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2019 performance as follows: Mr. Tyson - $62,480 ; Mr. White - $136,862 ; Mr. Glendinning - $132,078 ; Ms. Grimes - $34,297 ; Mr. King - $ 0 ; and Mr. Spradley - $18,307 .

(3)

Included in these amounts are Company contributions to the applicable NEOs and pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2019 , though attributable to performance in fiscal year 2019 , as follows: Mr. Tyson - $99,968 ; Mr. White - $109,489 ; Mr. Glendinning - $52,831 ; Ms. Grimes - $54,875 ; Mr. King - $24,464 ; and Mr. Spradley - $29,291 . A description of the Executive Savings Plan is provided in the subsection titled “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as below under the heading “Executive Savings Plan.”

(4)	The above-market portion of these earnings is reported in footnote 4 to the “Summary Compensation Table for Fiscal Year 2019 ” in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2019 executive contributions and Company contributions as described in footnotes (2) and (3) above.

(6)	In addition to the amounts described in footnotes (2), (3) and (4) above, the amount shown in this column includes the following amounts reported as compensation for each of the NEOs in the Company’s Summary Compensation Tables in previous years:

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(1)	These amounts represent the continued payment of the NEO’s base salary for two years and two times the annual target performance incentive payment.

(2)	These amounts represent the value of each NEO’s unvested stock options, restricted stock with performance criteria and performance stock at the target level that would have vested in the event of a termination on September 28, 2019 , based on our stock price of $85.20 on September 27, 2019 .

(3)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEOs’ health insurance for the severance period provided in the NEO’s employment contract.  Mr. Tyson’s contract provides that in the case of his disability, he and his spouse are entitled to health insurance until each of their deaths, and his eligible dependents are entitled to health insurance until such time as their eligibility has ceased. In the case of Mr. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage.  With respect to Mr. Tyson, this amount (a) excludes any amount for a spouse, as Mr. Tyson was not married as of September 28, 2019 , and (b) excludes any amount for Mr. Tyson, as the period of time for coverage cannot be determined.  As of September 28, 2019 , the annual costs for Mr. Tyson’s health insurance totaled $5,524.

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(4)	These amounts represent continued payment of the NEO’s base salary for two years and an annual incentive payment under the Company’s annual incentive plan.

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