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) November 13, 2023
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, Minnesota | | 55912-3680 |
| (Address of principal executive offices) | | (Zip Code) |
(507) 437-5611
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock $0.01465 par value | | HRL | | New York Stock Exchange |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 13, 2023, in connection with the previously disclosed separation of Lori J. Marco, the Senior Vice President, External Affairs and General Counsel of Hormel Foods Corporation (the “Company”), the Company and Ms. Marco entered into a separation agreement and general release (the “Separation Agreement”). Under the Separation Agreement, Ms. Marco will receive separation benefits consisting of (i) 12 months of base salary in the amount of $380,000, (ii) a cash payment in the amount of $169,400 in respect of the Company’s Operators’ Share Plan, (iii) a lump sum payment in the amount of $32,308 in lieu of Ms. Marco’s long-term incentive award under the Company’s Incentive Compensation Plan, prorated based on days worked and calculated based on target performance, (iv) a lump sum payment in the amount of $50,000 in respect of certain fees and expenses incurred by Ms. Marco in connection with the Separation Agreement and (v) a lump sum payment in the amount of $15,000 in lieu of reimbursement for continuation of healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Separation Agreement also includes non-solicitation, confidentiality and non-disparagement covenants, as well as a release of claims in favor of the Company.
The foregoing is only a summary of the Separation Agreement and is qualified in its entirety by reference to the full and complete terms of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit Number | Description |
| |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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: November 17, 2023 | By | /s/ PAUL R. KUEHNEMAN |
| | | PAUL R. KUEHNEMAN |
| | | Vice President and Controller |
| | | (Principal Accounting Officer) |
