Item 5.07 Submission of Matters to a Vote of Security Holders.
OnApril 26, 2023 ,Pilgrim's Pride Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting:
1.The election of six JBS Directors to the Board of Directors.
2.The election of three Equity Directors to the Board of Directors.
3.A stockholder advisory vote on executive compensation.
4.A stockholder advisory vote on frequency of conducting the advisory vote on executive compensation.
5.The ratification of the appointment ofKPMG LLP as the independent registered public accounting firm of the Company for the fiscal year endingDecember 31, 2023 .
6.A vote on an amendment to the Amended and Restated Certificate of Incorporation.
7.A vote on a stockholder proposal to provide a report regarding efforts to eliminate deforestation.
Board of Director Election Results
The stockholders of the Company elected all of the Company's nine nominees for
director at the Annual Meeting pursuant to the following votes:
For Withheld Broker Non-Votes Gilberto Tomazoni 201,822,057 25,579,581
4,509,271
Wesley Mendonça Batista Filho 225,502,978 1,898,660 4,509,271 Andre Nogueira de Souza 206,898,692 20,502,946 4,509,271 Farha Aslam 227,038,953 362,685 4,509,271 Joanita Karoleski 225,447,746 1,953,892 4,509,271 Raul Padilla 227,113,023 288,615 4,509,271
4,509,271 Arquimedes A. Celis 226,797,167 604,471 4,509,271 Ajay Menon 226,791,146 610,492 4,509,271
Following these elections, the composition of all committees is set forth below,
effective as of
Nominating Name Audit Compensation JBS Equity Sustainability Gilberto Tomazoni X* XWesley Mendonça Batista Filho Andre Nogueira de Souza X X X Farha Aslam X X* Joanita Karoleski X Raul Padilla Arquimedes A. Celis X X X Wallim Cruz de Vasconcellos Junior X* X Ajay Menon X X * Committee Chair Say on Pay Results
The stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, including the compensation discussion and analysis, compensation tables and narrative discussion.
For Against Abstain Broker Non-Votes 226,209,632 1,160,003 32,003 4,509,271
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Say on Pay Vote Frequency Results
The stockholders voted, on an advisory basis, the frequency of advisory voting to approve executive compensation. The votes were cast as follows:
One Year Two Year Three Year Abstain
224,599,715 15,613 2,746,487 39,823
Ratification of
The appointment of
For Against Abstain Broker Non-Votes 231,314,667 520,347 75,895 0
Amendment to the Amended and Restated Certificate of Incorporation
The stockholders voted against the amendment to the Amended and Restated Certificate of Incorporation.
For Against Abstain Broker Non-Votes 17,195,990 210,168,195 37,453 4,509,271
Stockholder Proposal to Provide a Report Regarding Efforts to Eliminate Deforestation
The stockholders voted against the Board of Directors providing a report regarding efforts to eliminate deforestation.
For Against Abstain Broker Non-Votes 10,598,954 216,634,172 168,512 4,509,271
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