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)   January 31, 2011

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:  (507) 437-5611

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 3 — SECURITIES AND TRADING MARKETS

 

Item 3.03 Material Modification to Rights of Security Holders

 

On January 31, 2011, stockholders of Hormel Foods Corporation (the Company) approved a proposal to effect a two-for-one split of the Company’s common stock.  Per the proposal, the Company’s common stock will be reclassified by reducing the par value from $.0586 per share to $.0293 per share and increasing the number of authorized shares from 400,000,000 to 800,000,000 shares, in order to effect a two-for-one stock split.  The number of authorized shares of nonvoting common stock and preferred stock will also be increased to 400,000,000 shares and 160,000,000 shares, respectively, with no change in the par value of those shares.

 

The Company’s Restated Certificate of Incorporation was amended effective February 1, 2011, to effect the split, as described above.  Per that amendment, each stockholder of record on January 31, 2011 will be entitled to receive one additional share of common stock, at a par value of $.0293, for each share of common stock already held on that date.  The Company will distribute the additional shares of $.0293 par value common stock in uncertificated (book-entry) form on or about February 14, 2011.  The Company will also reserve for issuance the maximum number of shares of common stock subject to options and other awards which have been granted or may be granted under the Company’s stock award and other stock plans, which provide that the number of shares of common stock reserved for issuance shall be appropriately adjusted in the event of a stock split.

 

Section 5 — CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company conducted its annual stockholders’ meeting on January 31, 2011.

 

At the annual meeting, 115,825,484 shares were represented (87.0 percent of the 133,124,485 shares outstanding and entitled to vote).  Five items were considered at the meeting and the results of the voting were as follows:

 

1.  Election of Directors:  The nominees in the proxy statement were: Terrell K. Crews, Jeffrey M. Ettinger, Jody H. Feragen, Susan I. Marvin, John L. Morrison, Elsa A. Murano, Ph.D., Robert C. Nakasone, Susan K. Nestegard, Ronald D. Pearson, Dakota A. Pippins, Hugh C. Smith, M.D., and John G. Turner.  The results were as follows:

 

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Director		For		Against		Abstain		Broker Non-Vote
Terrell K. Crews		105,414,479		223,242		76,279		10,111,484
Jeffrey M. Ettinger		103,884,952		1,759,039		70,009		10,111,484
Jody H. Feragen		103,822,393		1,828,435		63,172		10,111,484
Susan I. Marvin		105,482,952		171,536		59,512		10,111,484
John L. Morrison		105,489,718		131,112		93,170		10,111,484
Elsa A. Murano, Ph.D.		105,573,126		83,207		57,667		10,111,484
Robert C. Nakasone		105,500,770		134,135		79,095		10,111,484
Susan K. Nestegard		103,176,557		2,477,904		59,539		10,111,484
Ronald D. Pearson		105,514,186		119,985		79,829		10,111,484
Dakota A. Pippins		103,581,365		2,054,575		78,060		10,111,484
Hugh C. Smith, M.D.		105,484,596		154,892		74,512		10,111,484
John G. Turner		105,206,187		430,703		77,110		10,111,484

 

2.  Proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock and reduce the par value to effect a stock split, and to increase the number of authorized shares of nonvoting common stock and preferred stock:

 

For:		79,656,558
Against:		25,939,683
Abstain:		117,759
Broker Non-Vote:		10,111,484

 

3.  Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending October 30, 2011:

 

For:		115,269,016
Against:		473,985
Abstain:		82,483

 

4.  Adoption of the resolution to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company’s 2011 annual meeting proxy statement (as filed with the Securities and Exchange Commission on December 21, 2010):

 

For:		103,096,861
Against:		1,027,575
Abstain:		1,589,564
Broker Non-Vote:		10,111,484

 

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5.  Advisory vote on the frequency for which stockholder’s shall have an advisory vote on the compensation of the Company’s Named Executive Officers set forth in the Company’s proxy statement:

 

Every Year:		25,948,873
Every Two Years:		75,167,656
Every Three Years:		3,082,908
Abstain:		1,514,563
Broker Non-Vote:		10,111,484

 

In accordance with the voting results for this item, the Company’s Board of Directors determined that an advisory vote on the compensation of the Company’s Named Executive Officers will be conducted every two years.

 

 

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:	February 2, 2011		By	/s/J. H. FERAGEN
				J. H. FERAGEN
				Executive Vice President and Chief Financial Officer
Dated:	February 2, 2011		By	/s/J. N. SHEEHAN
				J. N. SHEEHAN
				Vice President and Controller

 

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