June 5, 2025 - 8-K: Current report | Smithfield Foods, Inc. (SFD)

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): June 05, 2025

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

Virginia

001-15321

52-0845861

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Commerce Street

Smithfield, VA 23430

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (757) 365-3000

N/A

(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(s)

Name of each exchange

on which registered

Common Stock, no par value

SFD

The Nasdaq Global Select Market

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Smithfield Foods, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders on June 3, 2025 (the “2025 Annual Meeting”). The final voting results of the matters presented at the 2025 Annual Meeting are set forth below.

For more information on the following proposals, see the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 18, 2025 (the “2025 Proxy Statement”).

1. Proposal 1 - Election of Directors.

Shareholders elected all three director nominees named in the 2025 Proxy Statement to the Company’s Board of Directors to serve until the Company’s 2028 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.


Director Nominee	For	Withheld	Broker Non-Votes
C. Shane Smith	376,948,698	9,861,689		2,172,603
Xiaoming Zhou	377,567,115	9,243,272		2,172,603
John A. Quelch	385,705,748	1,104,639		2,172,603

2. Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025.



For	Against	Abstain
388,809,335	76,941	96,714

3. Proposal 3 - Advisory Vote on Approval of the Compensation of the Named Executive Officers.

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2024.



For	Against	Abstain	Broker Non-Votes
386,512,373	195,389	102,625	2,172,603

4. Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation.

Shareholders approved, on a non-binding advisory basis, every one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.



1 Year	2 Year	3 Year	Abstain	Broker Non-Votes
386,695,046	1,806	10,502	103,033	2,172,603

The Company is required to provide shareholders with the opportunity to cast a non-binding advisory vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers at least once every six calendar years. In light of the vote at the Annual Meeting, the Company has determined that it will hold an annual advisory vote on the compensation of the Company’s named

executive officers until the next required advisory vote on the frequency of such vote, which will occur no later than the Company’s Annual Meeting of Shareholders in 2031.

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.


	SMITHFIELD FOODS, INC.


Date: June 5, 2025	By:	/s/ Mark L. Hall
		Mark L. Hall
		Chief Financial Officer