Good morning, everybody. It's good to see everybody, and appreciate you. We've had a great year, and you're going to hear the comments from myself in the business portion of the meeting and Donnie King, our CEO, and Curt Calaway, our CFO, so we'll get started from there. So thank you and good morning. It's my honor, as Chairman of the Board of Directors of Tyson Foods, to welcome you to our 63rd annual meeting of our shareholders. As I said, we do appreciate you joining us today, and thanks for being here. Now that it's 10:00 A.M. on February the 5th, our meeting is called to order. You know, each year I take the joy and the opportunity this gathering provides to reflect on our progress as a company and look forward to what is still to come.
It is a moment to recognize the 130,000-plus team members across this country, across the world, that make a difference in making sure we meet the standards of the family, the standards of the leaders, and the standards of this company of doing the right things in the community where we live and work. So a personal thank you to all of our Tyson team members for leading by those values and making a difference where you live and operate. A personal thank you from me and from the Tyson family: Barbara, Cheryl, John Randall, Olivia. So we thank you all for that. You know, when I think about it, it's 90 years since we started down over on Emma Street. You know, it's kind of come a long ways from soda shops and drug stores and things that made us who we are.
But it's those values and it's those commitments to our communities that continues to drive the success under the leadership of Donnie, under the leadership of Devin, and under the leadership of the business community. As I said, this is our 90th or 91st year, and, golly, we've accomplished a lot through the years. Protein has, and I think, we're seeing all kinds of uses for protein nowadays: protein shakes, protein toothpaste, protein chips. You know, I kind of like our position where we start with because we start with the basic protein, and we are absolutely the leader in the protein. We do have great products. Our products are affordable because that's where our audience is. Our products taste good.
The obligation to create a value proposition for people to have a chance to go home and eat with their families, a chance to go home and create memories with their families, is part and parcel to our responsibility. We will continue that responsibility. We will work hard to create value, to feed the world with products that people enjoy. As I said earlier, our core values do guide our team, and it and it's how we operate. It's the integrity that it gives us. It allows us to continuously strive to be the best we can. We're not perfect, and we don't get it perfect, but day in and day out, those core values are the cornerstone. Can we do it better each day? Can we do it better to take care of our animals? Can we do it better to take care of the environment?
Can we do better to make sure our products are meeting the expectations as product interpretations are changing in the marketplace? I can tell you, been here a little while. We do have the right people working on the right things, making the continuous right decisions to execute the strategy and bring forth the value to the shareholders here in this room. I want to recognize some new members to our Board of Directors, Sarah Bond from Microsoft. Sarah, thanks for joining the board. We appreciate it. And it's a real privilege to welcome John Randall and Olivia to the board. And the next generation that will carry on the family values, and you can rest assured, they knew their grandfather well. They know me well. Occasionally, they'll challenge me, and that's okay. And I am thankful for their accountability.
As I said earlier, Curt and then Donnie will speak more about the performance and what we're working on and our strategic priorities, for the future. But as always, we have to go to the business portion of the company and the meeting. The bylaws of the company specify that the chairman and the secretary of the company are the secretary and chairman of the annual meeting of the shareholders. With that, the chairman recognizes our company secretary, who will report on the preparation for the meeting. Marissa.
Mr. Chairman, all shareholders were sent a notice of the annual meeting in proxy on or about December 17th, 2025, which is evidenced by an affidavit from our mail agent, Broadridge Financial Solutions, Inc. As required by Delaware law, a certified list of shareholders as of the record date of December 8th, 2025, is available for inspection in the lobby. Those who might wish to overrule their previous proxy cards or to vote, if they have not already voted, may do so by raising their hand and requesting a voting card. The bylaws of the company also provide for a proxy committee of one or more persons designated by the Board of Directors. The Board of Directors has appointed John H. Tyson and Jeff K. Schomburger as members of the proxy committee. Mr.
Chairman, I'm reporting at the direction of the proxy committee that of the total outstanding shares of 283,047,857 as of December 8th, 2025, a clear majority of the shares were voted and represent a quorum at this meeting.
Based upon the report of the company secretary, I hereby declare that this shareholder meeting has properly been called, and we do have a quorum present. I do ask that any questions from shareholders be submitted in writing. If you have a question, there are note pads located on the table in the back of the room. When finished, please return the notepad to the attendant at the welcome table, and we will collect it. You will receive a written answer as soon as practical after this meeting, if relevant to the meeting business. I hereby appoint Brett Johnson, Sergeant at Arms, and authorize him to appoint deputies to enforce the rules of the meeting, which are in your program. The next item of business is the election of your directors, and will each director stand when I call your name?
And I will give them a big round of applause because they do make my job easier, and they do help this leadership team. Les Baledge. Governor Mike Beebe. Sarah Bond. Maria's over in Italy with her other business, but Maria Borras, Dave Bronczek, Donnie King, Maria Martinez, Cheryl Miller, Kate Quinn, Jeff Schomburger, who will operate as your independent lead director for the forthcoming year, my Aunt Barbara, my lovely daughter Olivia, my wonderful son John Randall, Noel White, and myself, John Tyson. The slate of directors has been nominated as presented, and we thank you all for your service. And Marissa, would you report on the results of the vote?
Mr. Chairman, votes cast favoring the election of each nominee presented represented a clear majority of the votes cast.
With a clear majority of the votes cast favoring the election of the nominees, I declare the slate of your directors elected as nominated. The next item of business is a proposal to ratify the selection of PricewaterhouseCoopers as the company's independent registered public accountant for the year ending October 3rd, 2025. Would the secretary read the results of that vote?
Mr. Chairman, votes cast favoring ratification of the selection of PricewaterhouseCoopers, LLP, as independent registered public accountant represented a clear majority of the votes cast.
Thank you. With a clear majority of the votes cast for the ratification, I declare the election of PricewaterhouseCoopers LLP as the company's independent registered public accountant for the year ending October 3rd, 2026, ratified. The next item of business is the proposal to approve the amendment and restatement of the Tyson Foods Stock Incentive Plan as set forth in the proxy statement. And once again, would the secretary read the results?
Mr. Chairman, votes cast favoring this proposal represented a clear majority of the votes cast.
With a clear majority of the votes cast for this proposal, I declare that the proposal has been approved. The next item of business is a proposal to approve on a non-binding advisory basis the compensation of the company's named executive officer as set forth in our proxy statement. Once again, would the secretary read?
Mr. Chairman, votes cast favoring this proposal represented a clear majority of the votes cast.
With a clear majority of the votes cast for the approval of the compensation of the company's named executive officers, I declare that this proposal has been approved. The next item of business is a shareholder proposal regarding the disclosure of voting results based on class of shares. At this time, the chair recognizes a representative of the proponent to present their suggestions.
Good morning, Mr. King, Mr. Tyson, Mr. Schomburger, members of the board, and fellow shareholders. My name is Yumi Narita, and I'm the executive director of corporate governance for the New York City Comptroller's Office. I'm presenting Proposal five on behalf of the New York City Comptroller, Mark Levine, and four New York City pension funds, which are long-term shareholders. Proposal five asks the board to adopt a policy requesting that Tyson disclose the voting results on proposals according to the class of shares. You wouldn't know that it was us that filed the shareholder proposal, as the name of shareholder proponents are not disclosed in your proxy, a practice that's standard at most companies. If we were to pull your top unaffiliated investors, you would find that this information is important to them.
Proponents even have the terribly difficult job of traveling to this beautiful place to present, as I have today, and escape a bitterly cold New York City winter. Starting in the fall of 2024, the New York City Pension Funds have had multiple conversations with Tyson management highlighting the importance of this type of disclosure. As for our shareholder proposal, the disproportionate influence insider shares have had is evidenced by the following. These proposals received majority independent support at Tyson. In 2024, a vote tabulation disclosure, very much like ours, received 55% from independent investors. In 2021, a human rights due diligence proposal received 81% of support from independent shareholders, and a one vote per share proposal received the highest support at 88%. One of our goals in terms of this disclosure is to ensure that the concerns of independent shareholders are communicated appropriately to the board.
We were told by management that the board has never asked for the disaggregated vote results and were left to wonder why. We appreciate our engagement with management this year, but urge the board to go further to provide shareholders with more transparency. Thank you.
Thank you for your time. Thanks for the consideration and the respect. The board of directors' statement with respect to the shareholder proposal is set forth in the proxy statement and speaks for itself. Our disclosures comply with all requirements and provide information about our structure and ownership. We are committed, and I'm committed, and the leadership team is committed to creating value for our shareholders, our customers, our team members, and our communities. Would the secretary once again read the results?
Mr. Chairman, votes cast favoring this shareholder proposal represented a minority of the votes cast. Votes cast against this shareholder proposal represented a clear majority of the votes cast.
With a clear majority of the votes cast against the shareholder proposal, I declare that the shareholder proposal has been defeated. Our next item of business is a shareholder proposal regarding a report on environmental and human health impacts from waste lagoons. Now the chair recognizes a representative on this subject matter.
Good morning, Mr. King, Mr. Tyson, and the rest of the board. My name is Gail Follansbee, and I am the senior manager of shareholder engagement at As You Sow. Thank you for the opportunity to present the proposal on behalf of the Pleiades Trust. This proposal seeks the disclosure of any steps Tyson is taking to address environmental and human health harms from waste lagoons across its pork supply chain. Failing to address such harms leaves the company susceptible to material litigation, reputational, and financial risks. Waste lagoons are large, open pits that hold wastewater containing urine, feces, blood, antibiotics, and other materials, and concentrated animal feeding operations. These lagoons often overflow and leak into groundwater, releasing pollution into nearby drinking wells, causing antibiotic resistance, cancer, endocrine disruption, and blue baby syndrome in nearby communities.
Noxious gases and other air pollutants from waste lagoons, especially when sprayed on fields, can also make workers and communities sick. Waste lagoon pollution drains into waterways, resulting in aquatic biodiversity loss and disruption of local economies. Major meat producers are being held accountable for contamination from waste lagoons in their supply chains, with one of Tyson's major competitors agreeing to pay $97.2 million in damages to affected communities. Shareholders are seeking assurance of proactive risk mitigation from Tyson, including its supplier expectations and oversight to minimize harm and to avoid similar costly outcomes. Tyson lags its peers, including Smithfield and Hormel, in publicly reporting the steps it's taking within its supply chain to minimize harm from waste lagoons. Shareholders seek similar reporting from Tyson to reduce exposure to litigation and fines and to avoid damaging reputational harm that can affect financial performance long into the future.
With this disclosure, shareholders can be assured of the security of their investment and Tyson's ability to compete effectively with other industry leaders. We urge you to yes vote on this, and thank you so much for your time.
Yeah, thank you. A complex subject matter, no doubt, because we all do the right things to make sure we're the right people in the communities. The Board of Directors' statement with respect to the shareholder proposal is set forth in the proxy statement and speaks for itself. Our core values, which we say we strive each and every day to make sure we take care of each other, we take care of the animals, and the environment that we're entrusted to. I look around this room, and I see the people that go out each and every day to make sure we can be the best neighbor in the neighborhood. We really have a great group of people, good people trying to improve incrementally every day with best practices, best habits, and best responsibilities. I'm proud of those set of people trying to do the right thing.
But we thank you for your proposal, and we appreciate the comments. Secretary?
Mr. Chairman, votes cast favoring this shareholder proposal represented a minority of the votes cast. Votes cast against this shareholder proposal represented a clear majority of the votes cast.
With a clear majority of the votes cast against the shareholder proposal, I declare that this shareholder proposal has been defeated. The next item of business is a shareholder proposal regarding a report on the anticipated impact of recent changes in the U.S. immigration practices on the company's finances and operations. Once again, we welcome you to the microphone.
Thank you. Good morning, Tyson board members and shareholders. My name is Magaly Licolli, and I'm here today to move Proposal seven filed by the Sisters of St. Francis Charitable Trust and five co-filers. This proposal asks Tyson Foods to assess the impact of recent changes in U.S. immigration law and enforcement on the company's finances and operations. As executive director of Venceremos, a worker-led organization defending poultry workers' rights, I hear daily from Tyson workers living in fear because of the current administration's anti-immigrant agenda. This fear is not abstract. It shows up on the production line in workers' homes and in their families. Tyson cannot claim to value families while remaining silent as immigrant families are torn apart. The company has built its profits on immigrant labor, yet refuses to speak up when those same workers are targeted, criminalized, and treated as disposable.
Workers from El Salvador, many with decades at Tyson, now fear losing their work authorization and their jobs after years of loyalty and sacrifice. Tyson says this policy does not affect the company, but that is only because it is not their family facing detention or deportation. At the same time, Tyson's failure to protect this workforce has created dangerous understaffing. Fewer workers are expected to produce more at an increasingly brutal pace. As production speeds continue to rise, injuries increase, and workers' physical and mental health deteriorate. Also, the company can maintain profits. This is exploitation, plain and simple. Silence in the face of injustice is not neutrality. It is complicity. I urge shareholders to support Proposal seven for transparency and accountability, and I call on Tyson to stand up for the workers who make its business possible. Thank you.
Thank you for your comments. Another complex subject that all of us have thoughts on, and all of us work hard, try to be the best we can be. The Board of Directors' statements with respect to this proposal is set forth in the proxy statement and speaks for itself. I will say and share again, the Tyson team members work every day to make sure our places are safe, to make sure we're faith-friendly. How do we create an environment of confidence? How do we create an environment where team members know they have a chance to improve their economic welfare? And we strive to operate our company with integrity, with the ethical standards and the responsibility that's assigned to us, with respect towards each other, each and every day when we get up and come to work in the workplace. Would the secretary read the results?
Mr. Chairman, votes cast favoring this shareholder proposal represented a minority of the votes cast. Votes cast against this shareholder proposal represented a clear majority of the votes cast.
With a clear majority of the votes cast against the shareholder proposal, I declare that this shareholder proposal has been defeated. This concludes the business portion of our meeting, and there being no further business, I declare the business portion of our 63rd annual meeting. The first annual meeting was on Emma Street at the First State Bank, and our 63rd is still here in Springdale, Arkansas, which I'm really proud of. We conclude this part of the shareholders' meeting. At this time, I'll turn the podium over to Curt Calaway. After that, Donnie, our CEO, will have some remarks, and then we'll wrap it up. Kurt?
Thank you, Mr. Chairman. Thank you to everyone joining us this morning. First, let me start with a reminder that any remarks today that are not historical facts are forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. For more information on the risk factors that can affect our business, I encourage you to visit ir.tyson.com, where you can find our latest 10-K and 10-Q. We entered fiscal 2025 with a clear plan to improve our operational execution and drive better financial performance. Through deliberate actions, we successfully executed this plan, resulting in a significant improvement in profitability over the prior year. Sales were $54.4 billion in 2025, up 2.1%. Based on our performance in Q1 and our full outlook for fiscal 2026, we believe our performance continues to move in the right direction.
Turning to our financial position, our approach to capital allocation remains disciplined, deliberate, and forward-looking. We are focused on maintaining our financial strength, investing in our business, and returning cash to shareholders. I'm pleased with how cash has trended, with full-year operating cash flows of $2.2 billion, significantly ahead of capital expenditures at $978 million and dividends of $697 million. We ended the year with $3.7 billion in liquidity and net leverage at 2.1 times, an improvement of a half a turn compared to last year. If you step back and look at our balance sheet and leverage over the last year, we've made immense progress, strengthening the financial foundation. With leverage continuing to decline and cash flows remaining strong, we returned $893 million to our shareholders through a combination of dividends and share repurchases.
While dividends remain our primary way of returning cash to shareholders, we believe share repurchases represent an attractive opportunity. Our balance sheet remains healthy as we prioritize our financial strength, our commitment to investment-grade credit rating, and cash management to drive long-term shareholder value. In our most recent quarter, we paid $177 billion in dividends as our board of directors increased the annual dividend per Class A share in fiscal 2026 to an expected $2.04. This marks the 14th consecutive year of increasing our dividend per share. This increase in dividends reflects the confidence our management team and board have in our cash flows of the business. With that, I'd like to hand things over to our President and Chief Executive Officer, Donnie King.
Thank you, Curt. Good morning, everyone. It's always a pleasure to see so many familiar and smiling faces and team members here, Tyson on Thompson. Again, good morning. Tyson Foods is a world-class food company and a recognized leader in protein, producing one in every five pounds of chicken, beef, and pork in the United States. Our purpose is to feed the world like family. This is both a unique responsibility and a privilege to provide real food that not only tastes good, but is nutritious, affordable, and convenient. This purpose is what drives us as a team, and this is the foundation of what we are building as one team, one Tyson. Demand for Tyson products continues to grow as consumers increasingly prioritize adding protein to their diets. The new U.S. dietary guidelines validate this. While we are pleased, excuse me.
As a prioritization, as a cornerstone of a healthy diet, nobody is better positioned than us to meet this demand. We're committed to continuing to provide consumers with real food that tastes good and is made with simple ingredients that they can find in their own pantries at home. As customer and consumer obsession is anchored in our powerful brand portfolio, we have three of the top 10 protein brands in the United States, with Tyson, Jimmy Dean, and Hillshire Farm. These iconic brands continue to gain share in both volume and dollars. In a dynamic market, protein continues to be a priority, and our branded products are outperforming the broader food category, both in retail and food service. While competitors face challenges generating demand, our consistent share gains reflect our distinct competitive advantage.
We win because of the strength of our brands and the quality of our protein products. While we are pleased with our successes, we are not satisfied and remain focused on continually improving our business and strengthening our financial position. We are committed to disciplined management of capital expenditures and working capital. We recognize that none of this progress happens without our great team, working together and united in our purpose. Our team members and their development remain central to our culture. We are consistently strengthening our leadership pipeline, enhancing operational expertise, and building the capabilities needed to succeed for the long term. It is a privilege to represent the team members of Tyson Foods and to celebrate the progress we've made together.
I'm excited for the future, a future where Tyson Foods continues to define the protein industry, where our brands set the standards, and where financial strength enables us to capitalize on opportunities ahead. Thank you to our shareholders for your continued confidence and support. Thank you to our board. Thank you to the Tyson family and to more than 133,000 team members. Thank you for everything you do to feed the world like family. It is your passion, dedication, and unwavering commitment to our purpose that makes me most excited about our future. With that, Mr. Chairman, I'll turn the meeting back over to you.
So I'm going off script. Would the board of directors and the business unit and the ELT members stand up for a moment? Then I'm going to ask you to turn around and let's give an applause to all of our Tyson team members for everything that you all did out there. Thank you, Donnie. Thank you, Curt, to everyone in person and online today. Thank you for your interest in Tyson Foods. They're really, really wonderful, and we have so much potential. Every time I come into the office nowadays, I say to Donnie, "Gosh, we got a great company." We do, but it's a great company because of the men and women who make up the difference and lead our company.
We do have the purpose of the responsibility of taking on agricultural animals, moving them in a safe environment, in a proper environment, to come with a great set of products to feed the world, to feed families. As one team and as one Tyson, we are dedicated to operating with that integrity and with that purpose and with that care. We have been proud servants of our company for 91 years. It's great to be in Springdale, Arkansas. It's great to have been here 90 years. My granddad left Kansas City and chose to stop here in this town, and we've been successful, but we wouldn't have been without each and every individual. As I said, my family and I are thankful to be stewards and be responsible to help you all grow. With that, today's meeting comes to a close. Drive safe.
Thank you for investing in Tyson Foods. God bless, Amy.