UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Name of Registrant as Specified In Its Charter)

Tyson Foods, Inc.

2200 West Don Tyson Parkway

Springdale, Arkansas 72762-6999

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 10, 20228, 2024

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Tyson Foods, Inc., a Delaware corporation (the “Company”), will be held at the Holiday Inn Springdale/Fayetteville Area, 1500Tyson Foods, Inc., 2008 South 48thThompson Street, Springdale, Arkansas, on Thursday, February 10, 20228, 2024 at 10:00 a.m., Central time, for the following purposes:

This year we will again take advantage of the rules of the SEC that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of our proxy materials. This process helps the environment and substantially reduces the costs associated with printing and distributing our proxy materials. To make it easier for you to vote, Internet and telephone voting are available. The instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card, describe how to use these convenient services.

YOUR VOTE IS IMPORTANT

PROXY STATEMENT SUMMARY

The following table contains information about the candidates who have been nominated for election to the Board of Directors (the “Board”) of the Company, including committee assignments as of the last day of fiscal year 2021 (October 2, 2021)2023 (September 30, 2023). Each nominee, except Donnie King,for Kate B. Quinn, is currently a director of the Company. Additional biographical information about the nominees can be found in the section titled “Election of Directors” in this Proxy Statement. Effective August 12, 2021,November 16, 2023, the Board decreased its sizeincreased the number of directors on the Board from fifteen (15)thirteen (13) to fourteen (14) following the resignation of Dean Banks from the Board. Gaurdie E. Banister, Jr., and Robert C. Thurber, who are also currently directors of the Company, were not re-nominated for election to the Board and their respective terms will, therefore, end at the Annual Meeting. Until the date of the Annual Meeting, Mr. Banister will continue to serve as a member of the Compensation and Leadership Development Committee and as a member of the Strategy and Acquisitions Committee, and Mr. Thurber will continue to serve as a member of the Governance and Nominating Committee. Effective November 18, 2021, Ms. Miller was appointed chair of the Compensation and Leadership Development Committee. In addition, on November 18, 2021, the Board nominated Mr. King, the Company’s President and Chief Executive Officer,Kate B. Quinn to be elected as a member of the Board at the Annual Meeting. In addition, effective asMs. Quinn was nominated for election by the Board upon recommendation by the Governance and Nominating Committee, following a candidate search conducted by a third-party search firm under the direction of the end of the Annual Meeting, the Board decreased its size from fourteen (14) to thirteen (13), effective as of the date of the Annual Meeting.committee.

The following charts provide summary information about our director nominees’ personal characteristics, including gender, ethnicity, independence and tenure, to illustrate the diversity of perspectives of our director nominees. Additional biographical information about the nominees can be found in the section titled “Election of Directors” in this Proxy Statement.

DIRECTOR NOMINEE SKILLS AND EXPERIENCE    

DuringFor information on the Company’s fiscal year 2021,2023 financial results, see the Company continued to take actions to strengthen its operations and create long-term valueCompany’s Annual Report on Form 10-K for shareholders, and experienced strong year-over-year growth in a number of key financial and operational benchmarks. The Company’s total sales inthe fiscal year 2021 were $47.0 billion as compared to $43.2 billion in fiscal year 2020. Operating income for the same period was $4.4 billion as compared to $3.0 billion for fiscal year 2020. The Board of Directors increased dividends on our common stock by 6% over fiscal year 2020 dividends. For a more detailed discussion regarding fiscal year 2021 business highlights, see the section titled “Compensation Discussion and Analysis—Fiscal Year 2021 Financial Performance Highlights” in this Proxy Statement.ended September 30, 2023.

In fiscal year 2021, in responseOur commitment to the COVID-19 pandemichealth, safety, and its related variants, we implementedwellbeing revolves around rigorous safety training and continueproviding essential equipment to implement various safety measures in all of our facilities. To protect our team members. We continuously strive to reduce workplace incidents and hazards, with a specific focus on decreasing OSHA recordable incidents year by year. Additionally, we make healthcare easily accessible for team members and their families by operating health clinics near our main production facilities.

Diversity, equity, and inclusion (“DE&I”) are core to our communities,company's strength. With approximately 39% women and over 60% representation from minority groups in our workforce, we require ouractively promote a culture of DE&I. This commitment extends across the employee lifecycle, encompassing recruitment, individual development, and team members in the U.S.member engagement. We establish employee-led business resource groups and DE&I councils to be fully vaccinated against COVID-19 ascreate a conditionculture of employment. We also embrace the diversity of ourinclusion where every team members, customers, stakeholdersmember feels respected and consumers, including their unique backgrounds, experiences, perspectives and talents. valued.

Our talent strategy, known as "Grow With Us," is focusedcentered on attracting the best talent, and recognizing and rewarding their performance, while continuallyand continuously developing and engaging our team members. We prioritize the team member experience, streamline HR processes, and retaining them. Consistent withplace a strong emphasis on frontline team member retention. To support this, focus,we offer an array of educational opportunities through ourthe Upward Academy Program, we offer Englishwhich provides training in areas such as a second language, education, and financial literacy and digital literacy training to all team members, andliteracy. Furthermore, we have also launched Upward Pathways, a frontlineAcademy online, an initiative that supports career development program that helps team members further hone professional skills and createsadvancement at no cost to participants, creating opportunities for our team members to advanceprogress into higher-paying, senior-level roles. In addition, we strengthened our commitment to higher-paying, more senior-level positionsimmigrant team members through a partnership and investment in Immigrant Connection, a non-profit organization that provides immigrants with legal services, including petitions for citizenship. Our overarching goal is to be a highly sought-after company within our markets, by continually nurturing the Company through job skills training and workforce certifications at no cost. capabilities needed and maintaining a robust talent pipeline throughout the organization.

For a more detailed discussion regarding human capital management highlights, see the section titled “Board of Directors and Corporate Governance Information—Human Capital Management” in this Proxy Statement.

The Company is committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens the Board of Directors and management accountability, and helps build public trust in the Company. Some of the Company’s key governance features include:

Our executive compensation program is based on a strong link between pay and performance, which we believe results in a better alignment of compensation with Company goals and shareholder interests. Through our executive compensation program, we emphasize attainment of Company goals, both short- and long-term, and seek to foster a commitment to performance that enhances sustainable shareholder value. Our key executive compensation practices include the following:

We provide a compensation package designed to attract, motivate and retain top executive talent for the long-term. We believe that total compensation opportunities should reflect each executive officer’s role, skills, experience level and individual contributions to the Company and be competitive with the organizations with which we compete for talent. We also believe that as an executive

Detailed information regarding our executive compensation programs, practices and philosophy can be found in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation” in this Proxy Statement.

Incentive payments under the Company’s AnnualExecutive Incentive Compensation Plan for Senior Executives (the “Executive Incentive Plan”) are based on performance measures established by the Compensation and Leadership Development Committee. For fiscal year 2021,2023, the Compensation and Leadership Development Committee selected Adjusted Operating Income, which is operating income adjusted for unusual or unique items, as thetwo performance measuremeasures under the Executive Incentive Plan.Plan: (i) Adjusted Operating Income, weighted at 75% of the total funding to be made available for the plan, and (ii) Adjusted Total Volume as a new performance measure, weighted at 25% of the total funding to be made available for the plan. The Compensation and Leadership Development Committee believes Adjusted Operating Income is anand Adjusted Total Volume are appropriate measuremeasures of Company performance to utilize in making performance-based compensation decisions because it is athese are good indicatorindicators of value creation and isare some of the factors used by senior management to evaluate the day-to-day performance of the business. In addition, to the Adjusted Operating Income metric, in fiscal year 2021, the Compensation and Leadership Development Committee approved the inclusion of a “People Goals” modifier to theCompany’s Executive Incentive Plan included certain “Leadership Scorecard” performance modifiers to promote and reward behaviors in support of (1) diversity, equity and inclusion, (2) health and safety and wellness and (3) talent development.sustainability. Each of the three above-referenced factors can modify annual incentive payments based on actual Adjusted Operating Income performance by plus or minus 5% of target performance incentive payments, with a total potential impact of plus or minus 15% of target performanceannual incentive payments. A positive modifier applies if we achieve or exceed these goals, no modifier applies if we meet these goals and a negative modifier applies if we maintain status quo or see a decrease indo not meet these measured goals. The Adjusted Operating Income target for purposes of the Executive Incentive Plan was $4.1 billion for fiscal year 2023 and the Adjusted Total Volume target for fiscal year 2023 was 28,813 million pounds. For fiscal year 2023, the Company achieved the Adjusted Total Volume goal but not the Adjusted Operating Income goal, resulting in an overall incentive payment of 25% of the respective target eligibilities for each of our named executive officers. In addition, the “Leadership Scorecard” resulted in a net payout modifier of -7.5%, which was applied to the fiscal year 2023 annual incentive payments for executives who were team members throughout all of fiscal year 2021 was $4.223 billion, which generally resulted in performance incentive payment eligibility for our NEOs at 200% of each of their respective target annual incentive payment amounts. As discussed in greater detail in2023. For further information, please see the section titled “Compensation Discussion and Analysis” section in this Proxy Statement, because of mixed results in our achievement of the various “People Goals,” no net payout modifier was applied to our NEOs’ fiscal year 2021 annual incentive payments.Statement.

Performance stock grants under the Company’s equity compensation plans are also based on performance measures chosen by the Compensation and Leadership Development Committee. For fiscal year 2021,2023, the Compensation and Leadership Development Committee selected the achievement of a three-year cumulative Adjusted Operating Income performance goal measured from the beginning of fiscal year 2021 and2023, a comparison of the relative total shareholder return on the Company’s Class A Common Stock to the total shareholder return of a compensation peer group over the same three-year period and the achievement of a return on invested capital (“ROIC”) metric over the same three-year period. EachThe cumulative Adjusted Operating Income performance criterion accountsaccounted for one-half50% of the performance stock award.award, while the relative total shareholder return and the ROIC criterion accounted for 25% each. Three-year cumulative Adjusted Operating Income was selected to further focus our executive officers on what we believe to be the drivers of long-term value creation and relative total shareholder return was selected to assess and motivate our executive officers to outperform peer group companies and further align their interests with shareholder value creation. ROIC was selected as an additional performance metric due to the Compensation and Leadership Development Committee’s view that this metric is a robust indicator of Company performance that is aligned with shareholders’ interests, takes into account operating performance and balance sheet health and is complementary to, and not duplicative of, the cumulative Adjusted Operating Income criterion.

Tyson Foods, Inc.

2200 West Don Tyson Parkway

Springdale, Arkansas 72762-6999

PROXY STATEMENT

For

ANNUAL MEETING OF SHAREHOLDERS

To Be Held

February 10, 20228, 2024

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

The Company has made this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2021September 30, 2023 (together, the “proxy materials”) available to you in connection with the solicitation of proxies on behalf of the Company by the Board of Directors of the Company, for use at the Annual Meeting, to be held at the Holiday Inn Springdale/Fayetteville Area, 1500Tyson Foods, Inc., 2008 South 48thThompson Street, Springdale, Arkansas, on Thursday, February 10, 20228, 2024 at 10:00 a.m., Central time. These materials were first sent or made available to shareholders on or about December 22, 2021.21, 2023. As a shareholder of the Company, you are entitled to vote on the important proposals described in this Proxy Statement. Since it is not practical for all shareholders to attend and vote at the Annual Meeting, the Board is seeking your proxy to vote on these matters.

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet rather than mailing paper copies to each shareholder. Accordingly, on or about December 22, 2021,21, 2023, the Company sent a Notice Regarding the Availability of Proxy Materials (the “Notice”) to shareholders of record. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of our proxy materials, including a proxy card. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. We encourage you to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of the Annual Meeting.

If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials electronically will remain in effect until you terminate it.

We are sending only one copy of the Notice or one copy of our proxy materials to shareholders who share the same last name and address, unless they have notified us that they want to receive multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printing and postage costs. If any shareholder residing at such address wishes to receive a separate copy of our proxy materials in the future, or if any shareholders sharing an address are receiving multiple copies of the Notice or our proxy materials and would like to request delivery of a single copy, he or she may contact the corporate secretaryGeneral Counsel and Secretary by mail at

The following matters will be presented for shareholder consideration and voting at the Annual Meeting:

The Board recommends that you vote your shares:

If you are a shareholder of record, you may vote using any of the following methods:

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares, you may vote using any of the following methods:

You may revoke your proxy and change your vote at any time before it is voted at the Annual Meeting by:

Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your proxy be revoked by delivering written notice of revocation to the Company’s corporate secretaryGeneral Counsel and Secretary as set forth above.

If you are a beneficial owner of shares held in street name, you must contact your broker, bank or other nominee for specific instructions on how to revoke your proxy and change your vote.

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by Broadridge Financial Solutions, Inc., the inspector of the Annual Meeting, and published within four business days following conclusion of the Annual Meeting.

OUTSTANDING STOCK AND VOTING RIGHTS

A majority of the votes cast at the Annual Meeting is also required to ratify the selection of PwC as the independent registered public accounting firm for the Company for the fiscal year ending October 1, 2022September 28, 2024 and to approve each of the shareholder proposal.proposals.

The form of proxy card or voting instruction form provides a method for shareholders to vote for, against or to abstain from voting with respect to (i) each director nominee, (ii) the ratification of the selection of PwC as the Company’s independent registered public accounting firm, and (iii) the shareholder proposal.proposal regarding corporate climate lobbying, (iv) the shareholder proposal regarding the Company’s labor practices, (v) the shareholder proposal regarding a deforestation-free supply chain and (vi) the shareholder proposal regarding a circular economy for packaging.

As with broker non-votes, abstentions are counted for quorum purposes but will not be counted as votes cast either for or against a proposal. In other words, abstentions are not considered “votes cast.” Accordingly, abstentions will have no impact on the outcome of the proposals contained in this Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below sets forth certain information as of December 13, 202111, 2023 regarding the only persons known by the Company to own, directly or indirectly, more than 5% of either of its two classes of Common Stock:

SECURITY OWNERSHIP OF MANAGEMENT

ELECTION OF DIRECTORS

The number of directors that will serve on the Board following the Annual Meeting is expected to be thirteen (13)fourteen (14) but may be changed in the manner provided in the Company’s by-laws. Each director is elected until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified. Our by-laws provide that no person shall be nominated to serve as a director after he or she has passed his or her 72nd birthday (the “Retirement Age By-law”), unless the Board has voted, on an annual basis, to waive or continue to waive the Retirement Age By-law for a nominee.

Set forth below is biographical information for each director nominee chosen by the Board to stand for election at the Annual Meeting. The slate consists of nine (9)ten (10) independent director nominees and four (4) non-independent director nominees. Gaurdie E. Banister, Jr. and Robert C. Thurber, who are also currently directors of the Company, were not re-nominated for election to the Board and their respective terms will, therefore, end at the Annual Meeting. Each of the director nominees, except Donnie King,Kate B. Quinn, is currently serving as a director of the Company and, except for Kate B. Quinn, was elected at the 20212023 annual meeting of shareholders. The Board recommends that each director nominee be elected at the Annual Meeting.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

Barbara A. Tyson is the aunt of John H. Tyson, and John H. Tyson’s son, John R. Tyson, is an executive officer of the Company. There are no other family relationships among the director nominees or the Company’s executive officers. By reason of its beneficial ownership of the Company’s common stock, the TLP is deemed to be a controlling person of the Company. Other than the TLP, none of the companies or organizations listed in the director nominees’ biographies above is a parent, subsidiary or affiliate of the Company. After the end of fiscal year 2023, Mr. Baledge was appointed as one of the trustees of the Donald J. Tyson Revocable Trust, a general partner of the TLP, as described in footnote (1) to the table titled “Security Ownership of Certain Beneficial Owners.” Upon his appointment, the Board determined that Mr. Baledge no longer qualified as an independent director beginning November 16, 2023.

After reviewing all relevant relationships of the directors, the Board has determined that each of the following director nominees Mr. Baledge,nominees: Governor Beebe, Ms. Borras, Mr. Bronczek, Ms. Durham, Mr. Mariner, Mr. McNamara, Ms. Miller, Ms. Quinn, Mr. Schomburger and Ms. Tyson as well as departing directors Mr. Banister and Mr. Thurber, qualify as independent directors in accordance with the NYSE corporate governance rules. While Ms. Durham was determined to have been independent forDuring fiscal year 2021, the Board has determined that Ms. Durham no longer qualifies2023, Mr. Baledge had also qualified as an independent director in accordance with the NYSE rules as of October 2, 2021 for fiscal year 2022.corporate governance rules. In making its independence determinations, the Board also considered all relevant transactions, relationships or arrangements disclosed in this Proxy Statement in the section titled “Certain Transactions” in this Proxy Statement and the following:

The Board’s current leadership structure consists of a Chairman of the Board, a Vice Chairman and Lead Independent Director and, through December 31, 2023, an Executive Vice Chairman of the Board. The Company’s by-laws were amended in fiscal year 2020 to provide for, among other amendments, the authority of the Board to appoint one or more Vice Chairmen. Pursuant to the Company’s Corporate Governance Principles, the Board is permitted to either separate or combine the positions of Chief Executive Officer and Chairman of the Board as it deems appropriate from time to time. Since 2006, these positions have been held by separate individuals. The Lead Independent Director is annually selected by the Board from among the independent directors. The Board reviews the continued appropriateness and effectiveness of this leadership structure at least annually. At the present time, the Board believes that separation of the positions of Chief Executive Officer and Chairman of the Board, combinedalong with the roles of the Vice Chairman and Lead Independent Director, and Executive Vice Chairman, improves the ability of the Board to exercise its oversight role over management, provides multiple opportunities for discussion and evaluation of management decisions and the direction of the Company, and ensures a significant role for non-management directors in the oversight and leadership of the Company. The Board understands that maintaining qualified independent and non-management directors on the Board is an integral part of effective corporate governance. Accordingly, it believes the current leadership structure of the Board strikes an appropriate balance between independent directors, management and directors affiliated with the TLP, the Company’s controlling shareholder, which allows the Board to effectively represent the best interests of the Company’s entire shareholder base.

Management has the primary responsibility for identifying and managing the risks facing the Company, subject to the oversight of the Board. The Board’s committees assist in discharging its risk oversight role by performing the subject matter responsibilities outlined below in the descriptions of each committee. The Board retains full oversight responsibility for all subject matters not specifically assigned to a committee, including risks presented by competition, regulation, general industry trends and capital structure and allocation. The Board receives regular reports from the committee chairs, as well as reports directly from officers of the Company to ensure it is apprised of risks, how these risks may relate to one another and how management is addressing these risks. In addition, the Company has established a Whistle Blower Policy which has been approved by the Audit Committee and which sets forth procedures for the receipt, retention, and treatment of information or complaints regarding accounting, internal accounting controls, or auditing matters. Such procedures are intended to reduce risk by encouraging the reporting of any issues or concerns regarding questionable accounting matters and ensuring that such complaints are promptly and effectively addressed. Management conducts an enterprise risk assessment with monitoring on a regular basis as well as an evaluation and alignment of its risk mitigation activities. Management reviews the results of these periodic assessments with the appropriate committees of the Board. The risks considered as part of this assessment include but are not limited to those inherent in the Company’s business, as well as the risks from external

The Board’s administration of its risk oversight function has not specifically affected the Board’s leadership structure. In establishing the Board’s current leadership structure, risk oversight was one factor among many considered by the Board, and the Board believes that the current leadership structure is conducive to and appropriate for its risk oversight function. The Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight function, it may make changes it deems appropriate.

Independent directors meet in executive session without management present each time the Board holds its regularly scheduled quarterly meetings, and these sessions are presided over by the Lead Independent Director. Mr. McNamara served as the Lead Independent Director for fiscal year 2021.2023. The independent directors held fourfive executive sessions and undertook three actions by written consent during fiscal year 2021.2023. In addition, each Board committee regularly holds an executive session after each quarterly meeting with the chair of the committee presiding over the executive session.

The Board of Directors has the authority to appoint committees to perform certain management and administrative functions and currently has (i) an Audit Committee, (ii) a Compensation and Leadership Development Committee, (iii) a Governance and Nominating Committee, (iv) a Strategy and Acquisitions Committee and (v) an Executive Committee.

While the Company has not established minimum qualifications for director nominations, the Company has established, and the Governance and Nominating Committee charter contains, criteria by which the Governance and Nominating Committee is to evaluate candidates for recommendation to the Board. In evaluating candidates, the Governance and Nominating Committee takes into account the applicable requirements for directors under the Exchange Act, the rules and regulations promulgated thereunder and the listing standards of the NYSE. The Governance and Nominating Committee also may take into consideration the factors and criteria set forth in the Company’s Corporate Governance Principles and by-laws and such other factors or criteria that the Governance and Nominating Committee deems appropriate in evaluating a candidate, including but not limited to the applicable requirements for members of committees of the Board. The Governance and Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for a prospective nominee. While the Governance and Nominating Committee does not have a formal policy on diversity with regard to its consideration of nominees, it considers diversity in its selection process and seeks to nominate candidates with a diverse range of views, backgrounds, leadership and business experiences.

The Governance and Nominating Committee may consider candidates suggested by management or other members of the Board. In addition, the Governance and Nominating Committee may consider shareholder recommendations for candidates to the Board. In order to recommend a candidate to the Board, shareholders should submit the recommendation to the Chairman of the Governance and Nominating Committee in the manner described in the section of this Proxy Statement titled “Shareholder Communications.” Shareholders who wish to nominate a candidate to the Board must submit such nominations in accordance with the Company’s by-laws as discusseddescribed in the section titled “Shareholder Proposals and Director Nominations” in this Proxy Statement.

We believe the quality, focus and diversity of skills and experience of the Board have been a key driver of the Company’s success. Our Governance and Nominating Committee regularly monitors the composition of the Board and identifies ways we can strengthen the Board, including to address particular skill and expertise areas, enhance diversity or replace directors that are expected to retire in the near future, while continuing to balance the benefits of having a board with significant Company knowledge and experience. The consistent, thoughtful and strategic approach of the Governance and Nominating Committee and the Board with respect to strengthening is illustrated by changes to the Board in the last few years, including the appointmentnomination to the Board of Maria Claudia Borras, Executive Vice President, Oilfield Services at Baker Hughes Company,Kate B. Quinn which addressed,addresses, among other things, the Board’s strategic goal of expanding its expertise in internationalbusiness strategy, marketing, customer experience and retail operations.

During fiscal year 2021,2023, the members of the Compensation and Leadership Development Committee were Mr. Banister, as chairperson, Ms. Durham, Ms. Miller, as Chairperson, Ms. Borras, Mr. Bronczek and Mr. Schomburger. All members of the Compensation and Leadership Development

Throughout our history, we have found innovative and creative ways to feed people responsibly,offer affordable, accessible and we’renutritious protein, and we are on a journey to find new ways to do so in the future. We are committedworking to helpinghelp build a food system that supports all peopleis more sustainable and sustains our planet.equitable for current and future generations.

In fiscal year 2021, comprehensiveBoard oversight of ESG activities was formally delegated torests with the Governance and Nominating Committee of the Board of Directors and is reflected in the Governance and Nominating Committee’s Charter. The Governance and Nominating Committee takes an active role in the oversight of the Company’s ESG strategy and public reporting. To ensure that ESG is appropriately managed throughout the organization, we have designed the following governance structures:

We are committedconstantly striving for excellence and evolving to working with a broad rangebetter meet the increasing demand for protein in responsible and sustainable ways. Our focus is on three essential pillars of stakeholders as we aimsuccess:

During fiscal year 2021,In recent years, we realized some key achievements against our larger ESG strategy. We createdSome of these achievements include:

In fiscal year 2021, in response to COVID-19We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and its related variants, we implemented and continue to implement various safety measures in all of our facilities.identified hazards. To protectkeep our team members their families and our communities,safe, we require ourfocus on ensuring that all team members in the U.S.receive appropriate training and equipment. For example, every production facility team member completes at least 13 hours of compliance, safety and food safety training per year, and new hourly employees receive 120 hours of classroom and on-the-job orientation. We created and implemented processes to be fully vaccinated against COVID-19 as a conditionhelp identify and eliminate safety events by reducing their frequency and severity. We also review and monitor our safety performance closely. Our goal is to reduce Occupational Safety and Health Administration (“OSHA”) recordable incidents year over year. During fiscal 2023, our recordable incident rate declined 1% compared to fiscal 2022. As an expansion of employment. In addition, as described above, we (1) expanded our medical team with the addition of a Chief Medical Officer positionwellbeing culture and created over 200 nurse and administrative support staff positions to assist our efforts to protect frontline team members duringboost the pandemic while also enhancingoverall health and wellness of our culture ofworkforce, we continue to operate health safety and wellness; and (2) partnered with third-party experts to assist inclinics near our efforts to educate our U.S. team members about COVID-19 vaccines, provide our U.S. team members, their families and members of their household access to COVID-19 vaccines and case assessment ofproduction facilities, giving team members and their families affected by the pandemic.easier access to high-quality healthcare.

We embrace thebelieve that diversity, equity, and inclusion (“DE&I”) is one of our strengths. Our Company is diverse and consists of team members customers, stakeholderswith a variety of experiences, backgrounds, beliefs, and consumers, including their unique backgrounds, experiences, perspectiveslifestyles. Our workforce consists of approximately 39% women and talents.over 60% minority groups. We strive to cultivatecontinue cultivating a culture and vision that supports diversity, equity and inclusionDE&I in our community and enhances our ability to recruit, develop and retain diverse talent at every level. As described above, in fiscal year 2021, we appointed our first Chief Equity, Inclusion and Diversity Officer and established a company-wide Diversity, Equity and Inclusion Council.

Our talent strategy and philosophy “Grow With Us” is focused on attracting the best talent, recognizing and rewarding their performance, while continually developing, engaging and retaining them.our team members. We focus on the team member experience, removing barriers to engagement, further modernizing the human resources process, focusing on frontline team member retention and continually improving equity and effectiveness of all talent practices. Consistent with this focus, we conducted our fourth “OneTyson” engagement survey, that included corporate and frontline team members for the purpose of evaluating our team member experience, internal performance and how we compared to other companies in multiple areas. In addition, through our Upward Academy Onsite Program, we offer English as a second language, high-school equivalency, citizenship, financial literacy and digital literacy training to all team members. As of September 30, 2023, the onsite program was operating at 58 Company locations. To complementexpand access to Upward Academy to all team members, we have also launched Upward Pathways,Academy online, a frontline career development program. This program that helps team members further hone professional skills and creates opportunities for our team members to advance to higher-paying, more senior-level positions within the Company through college degrees, job skills training and workforce certifications at no cost. We have a goal to be the employer of choicemost sought after company within our markets and peer groups. We strive to grow and develop the different capabilities and skills that we need for the future, while maintaining a robust pipeline of talent throughout the organization.

The Company participates in the public policy process to advance the best interests of the Company, its team members and its shareholders. To guide its activities, the Company has adopted a Political Contributions and Expenditures Policy (the “Political Contributions Policy”). Political contributions aligned with the Company’s public policy objectives are made through the Tyson Foods, Inc. Political Action Committee (“TYPAC”), as well as through corporate contributions for state and local candidates in states where laws allow. The Governance and Nominating Committee, composed entirely of independent directors, is informed of political contributions, including the use of corporate funds, and the processes by which such contributions and expenditures are made. The Governance and

DIRECTOR COMPENSATION FOR FISCAL YEAR 20212023

The Company’s compensation program for non-employee directors (the “Director Compensation Policy”) is designed to enable the Company to attract, retain and motivate highly qualified directors to serve on the Board. The Director Compensation Policy is also intended to be competitive with those of other companies in the Compensation Peer Group (as defined in the section titled “Compensation Discussion and Analysis—How We Determine Compensation—Role of Compensation Consultants/Benchmarking” in this Proxy Statement) and to further align the interests of these directors with those of our shareholders by compensating directors with a mix of cash and equity-based compensation. Directors who are employees of the Company receive no additional compensation for serving on the Board or its committees.

The Compensation and Leadership Development Committee is responsible for recommending to the Board changes in director compensation. The Compensation and Leadership Development Committee periodically reviews non-employee director compensation trends and data from the Compensation Peer Group and other relevant and comparable market data including reports on the competitiveness of compensation for non-employee directors received from the Company’s compensation consultant. Each of the Company’s non-employee directors currently receives the compensation described below.

The fiscal year 2021 non-employee director compensation program remained the same as compared to the Company’s fiscal year 2020 program.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s Audit Committee has selected PwC to serve as the Company’s independent registered public accounting firm for the fiscal year ending October 1, 2022.September 28, 2024. Shareholders are asked to ratify this selection at the Annual Meeting. Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions from the shareholders. Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee has adopted policies and procedures for the pre-approval of all audit and non-audit services to be performed by the Company’s independent registered public accounting firm. The Audit Committee charter provides that the Audit Committee must approve in advance all audit services to be performed by the independent registered public accounting firm. The Audit Committee has approved a separate written policy for the approval of engagements for non-audit services to be performed by the independent registered public accounting firm. For non-audit services, any person requesting that such services be performed by the independent registered public accounting firm must prepare a written explanation of the project (including the scope, deliverables and expected benefits), the reason for choosing the independent registered public accounting firm over other service providers, the estimated costs, the estimated timing and duration of the project and other pertinent information. Non-audit services must first be pre-approved by each of the Company’s Chief Accounting Officer and Chief Financial Officer before being submitted for pre-approval to the Audit Committee, and then the Audit Committee or a designated member of the Audit Committee must pre-approve the proposed engagement before the engagement can proceed. The requirement for Audit Committee pre-approval of an engagement for non-audit services may be waived only if (i) the aggregate amount of all such non-audit services provided is less than five percent (5%) of the total amount paid by the Company to the independent registered public accounting firm during the fiscal year when the services are provided; (ii) the services were not recognized by the Company at the time of the engagement to be non-audit services; and (iii) the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit of the fiscal year in which the non-audit services were provided.

Board Recommendation