Item 7.01 Regulation FD Disclosure.

On October 29, 2020, the Registrant issued a press release stating that, contrary to media reports, it had not received a proposal from Tyson Foods and Durational Capital Management, L.P. ("Durational"). The press release stated that the Registrant's Board of Directors had unanimously rejected an unsolicited proposal from Durational to acquire the Registrant for $142 per share. The press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibits 99.1 and 99.2 is being "furnished" to the SEC and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.       Description

99.1          Press release of Sanderson Farms, Inc. dated October 29, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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