DEF 14A 1 a21-34129_2def14a.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under Rule 14a-12

Hormel Foods Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Table of Contents

HORMEL FOODS CORPORATION

AUSTIN, MINNESOTA

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The Annual Meeting of Stockholders of Hormel Foods Corporation, a Delaware corporation, will be held on Tuesday, January 25, 2022, at 6:00 p.m. Central Standard Time in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/HRL2022. Stockholders will not be able to physically attend the Annual Meeting. Additional information is provided below under the heading “Meeting Admission.”

The items of business are:

1. Elect a board of 12 directors for the ensuing year;

2. Ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 30, 2022;

3. Advisory vote to approve Named Executive Officer compensation as disclosed in the Company’s 2022 annual meeting proxy statement;

4. Vote on a stockholder proposal, if presented at the meeting; and

5. Such other matters as may properly come before the meeting.

The Board of Directors has fixed December 3, 2021, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

By Order of the Board of Directors

BRIAN D. JOHNSON
Vice President and

Corporate Secretary

December 15, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 25, 2022

The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

Table of Contents

TABLE OF CONTENTS

	Page

GENERAL INFORMATION	1

MEETING ADMISSION	2

CONDUCT OF MEETING	2

ITEM 1 – ELECTION OF DIRECTORS	3

DIRECTOR NOMINEES	5

CORPORATE GOVERNANCE	8

Corporate Governance Guidelines	8
Board Leadership Structure	8
Code of Ethical Business Conduct	9
Stock Ownership Guidelines	9
Stock Pledging and Hedging Policies	9
Board Independence	9
Board of Director and Committee Meetings	10
Board Role in Risk Oversight	11
Policy Regarding Attendance at Annual Meetings	12
Board Communication	12

COMPENSATION OF DIRECTORS	12

AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES	14

Audit Committee Report	14
Independent Registered Public Accounting Firm Fees	14
Audit Committee Preapproval Policies and Procedures	14

ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	15

SECURITY OWNERSHIP OF MANAGEMENT	16

EXECUTIVE COMPENSATION	17

COMPENSATION COMMITTEE REPORT	17

COMPENSATION DISCUSSION AND ANALYSIS	17

Executive Summary	17
2021 Business Highlights	17
2021 Say-on-Pay	18
2021 Compensation Decisions and Outcomes	18
Best Compensation Governance Practices	18

Table of Contents

What Guides Our Program	19
Compensation Objectives	19
Principal Components of Pay	19
How Compensation Decisions are Made	19
The Executive Compensation Program in Detail	20
Base Salary	20
Operators’ Share Incentive Plan	20
Annual Incentive Plan	21
Long-Term Incentive Plan	23
Stock Incentives	23
Other Compensation-Related Policies, Practices and Guidelines	24
Stock Ownership Guidelines	24
Stock Pledging and Hedging Policies	24
Clawback Policy	24
Pension Plan	24
Supplemental Executive Retirement Plan	25
Nonqualified Deferred Compensation Plan	25
Survivor Income Protection Plan	25
Perquisites	26
Tax Deductibility	26

ANALYSIS OF RISK ASSOCIATED WITH OUR COMPENSATION PLANS	26

COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs)	27

SUMMARY COMPENSATION TABLE	27
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2021	29
OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR END	31
VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS	32
VESTING SCHEDULE FOR RSUs	32
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2021	33
PENSION BENEFITS	33
NONQUALIFIED DEFERRED COMPENSATION	34
POTENTIAL PAYMENTS UPON TERMINATION	34
POTENTIAL PAYMENTS UPON TERMINATION AT FISCAL 2021 YEAR END	36

CEO PAY RATIO DISCLOSURE	37

ITEM 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION	38

ITEM 4 – STOCKHOLDER PROPOSAL: External Public Health Cost of Antimicrobial Resistance Disclosure	38

RELATED PARTY TRANSACTIONS	40

VIEWING AND DELIVERY OF PROXY MATERIALS	40

STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS	41

OTHER MATTERS	41

Table of Contents

PROXY STATEMENT

HORMEL FOODS CORPORATION
(CUSIP No. 440452100)
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912

The enclosed proxy is solicited by the Board of Directors of Hormel Foods Corporation (“Company”) for use at the Annual Meeting of Stockholders to be held on January 25, 2022. This proxy statement and form of proxy, or a Notice of Internet Availability of Proxy Materials, are first being mailed to stockholders on or about December 15, 2021.

GENERAL INFORMATION

Voting Securities - Only stockholders of record at the close of business as of December 3, 2021 are entitled to vote at the meeting. The Company had 542,569,949 shares of common stock outstanding as of December 3, 2021. Each share of stock is entitled to one vote. There is no cumulative voting. The Company has no other class of shares outstanding.

Quorum - A majority of the outstanding shares will constitute a quorum at the meeting.

Voting Your Proxy - Whether or not you plan to attend the virtual meeting, we encourage you to grant a proxy to vote your shares. Follow the instructions on your proxy card or electronic delivery notice to cast your vote via the internet or telephone. If you received a proxy card, you may vote your shares by completing the card with your vote, signature and date, and returning it by mail in the envelope provided.

The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:

	Vote Required	Voting Options	Board Recommendation(1)	Broker Discretionary Voting Allowed(2)	Impact of Abstention(3)
Item 1: Elect 12 directors	Majority of the votes cast(4)(5)	“FOR” “AGAINST” “ABSTAIN”	“FOR”	No	None
Item 2: Ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 30, 2022	Majority of votes present in person or by proxy and entitled to vote on this item	“FOR” “AGAINST” “ABSTAIN”	“FOR”	Yes	“AGAINST”
Item 3: Advisory vote to approve Named Executive Officer compensation as disclosed in the Company’s 2022 annual meeting proxy statement	Majority of the votes cast(4)	“FOR” “AGAINST” “ABSTAIN”	“FOR”	No	None
Item 4: Vote on a stockholder proposal, if presented at the meeting	Majority of votes present in person or by proxy and entitled to vote on this item	“FOR” “AGAINST” “ABSTAIN”	“AGAINST”	No	“AGAINST”

(1) If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations set forth above.

(2) If a stockholder holds shares in “street name” and does not provide voting instructions to the holder of the account regarding non-discretionary matters, such shares are considered “broker nonvotes.” “Street name” means the shares are held in a stock brokerage account or by a bank, trust or other institution. Broker nonvotes are counted for purposes of determining the presence of a quorum for the transaction of business. Shares represented by broker nonvotes are not considered entitled to vote and thus are not counted for purposes of determining whether a

Table of Contents

proposal has been approved. The New York Stock Exchange (“NYSE”) rules determine whether uninstructed brokers have discretionary voting power on a particular proposal.

(3) Shares represented by abstentions are counted for purposes of determining the presence of a quorum for the transaction of business and as shares represented at the meeting.

(4) A majority of the votes cast means that there are more “FOR” votes than “AGAINST” votes.

(5) An incumbent director who is not re-elected under this standard must promptly offer to resign. The Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. In the event of a contested election, directors will be elected by a plurality of the votes cast.

The persons appointed as proxies will vote in their discretion on other matters as may properly come before the meeting.

Revoking Your Proxy and Changing Your Vote - You may revoke your proxy or change your vote at any time before it is exercised by submitting a later-dated proxy, voting in person at the meeting or sending a written notice of revocation to the Corporate Secretary.

Expenses - The expenses of soliciting proxies will be paid by the Company. Proxies may be solicited at Company expense personally, or by mail, telephone or electronic communication, by directors, officers and other employees. Such persons will not receive additional compensation. The Company will reimburse banks, brokerage firms and other nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. Your cooperation in promptly granting a proxy to vote your shares will help to avoid additional expense.

MEETING ADMISSION

Due to health and safety concerns relating to the COVID-19 pandemic, the Annual Meeting will be held in a virtual only meeting format. Stockholders will not be able to physically attend the Annual Meeting.

If you are a registered stockholder or beneficial owner of our common stock at the close of business on December 3, 2021, you may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/HRL2022. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or on the voting instructions that accompany your proxy materials to participate in the Annual Meeting and vote your shares electronically. If your shares are held in the name of a bank, broker or other holder of record, the voting instructions provided by your bank, broker or other holder of record should include your 16-digit control number.

If you lost your 16-digit control number or are not a stockholder at the close of business on December 3, 2021, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/HRL2022 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit a question during the meeting.

You may log into www.virtualshareholdermeeting.com/HRL2022 beginning at 5:45 p.m. Central Standard Time on January 25, 2022. The Annual Meeting will begin promptly at 6:00 p.m. Central Standard Time on January 25, 2022. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual shareholder meeting site for assistance.

This year’s stockholders question and answer session will include questions submitted in advance of the Annual Meeting and questions submitted live during the virtual meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/HRL2022.

If you are not able to attend the virtual Annual Meeting, a recorded version of the meeting will be available on www.virtualshareholdermeeting.com/HRL2022.

CONDUCT OF MEETING

The Chairman will preside over the Annual Meeting of Stockholders pursuant to the Bylaws and by action of the Board of Directors. The Chairman has broad authority to ensure the orderly conduct of the meeting. This includes discretion to recognize stockholders who wish to comment and to determine the extent of discussion on each item of business. Rules governing the conduct of the meeting will be available to attendees at www.virtualshareholdermeeting.com/HRL2022. The Chairman may also rely on applicable law to ensure that the meeting is conducted in a manner that is fair to all stockholders.

Table of Contents

ITEM 1 – ELECTION OF DIRECTORS

Identifying and Evaluating Nominees for Director - The Governance Committee is responsible for establishing procedures to identify and review the qualifications of all nominees for Board membership. The Committee considers recommendations of director candidates made by directors, senior management, and the Company’s stockholders. The Committee applies the same criteria for consideration of stockholder nominees as it does to nominees proposed by other sources. The Committee may engage an independent search firm to assist the Committee in identifying and evaluating potential director nominees to fill vacancies on the Board.

Stockholders wishing to make a recommendation may do so by contacting the Governance Committee, c/o Brian D. Johnson, Vice President and Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912. Stockholders should send:

1. Name of the candidate and the candidate’s business and residence addresses;

2. A resume or biographical sketch of the candidate, which includes the candidate’s principal occupation or employment;

3. A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidate’s willingness to serve as a director if elected; and

4. A signed statement as to the submitting stockholder’s current status as a stockholder, which includes the stockholder’s address and the number of shares of Company stock currently held.

The Committee’s procedures include making a preliminary assessment of each proposed nominee. Such assessment is based upon the resume and biographical information, an indication of the individual’s willingness to serve, and business experience and leadership skills. This information is evaluated against the criteria set forth below and the Company’s specific needs at that time. Based upon a preliminary assessment of the candidates, those who appear best suited to meet the Company’s needs may be invited to participate in a series of interviews, which are used to further evaluate candidates. On the basis of information learned during this process, the Committee determines which nominees to recommend to the Board.

Director Qualifications – The Governance Committee determines the selection criteria of director nominees based upon the Company’s needs at the time nominees are considered. In evaluating director candidates, the Committee will consider, among other qualifications the Committee deems appropriate, a candidate’s:

· Intellect;

· Integrity;

· Broad-based experience at the policy-making level in business, government, education or the public interest;

· Analytical ability;

· Ability to qualify as an independent director;

· Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and

· Unique qualifications, skills and experience.

The Committee reviews past performance on the Board for directors seeking reelection. The Board’s annual self-evaluation process assists the Committee in this review.

The Committee considers the diversity of director candidates and seeks to enhance the overall diversity of the Board. Each candidate’s diversity in terms of race/ethnicity, gender and other personal characteristics is considered. The Committee also assesses each candidate’s contribution to the diversity of the Board in a broader sense, including age, education, experience, skills and other qualifications. While the Committee carefully considers diversity when evaluating director candidates, it has not adopted a formal diversity policy. The Committee believes its processes and considerations have resulted in a Board that currently is, and has historically been, diverse in many respects, including racial/ethnic and gender diversity.

The Committee recommends director nominees to the Board to submit for election at the next Annual Meeting of Stockholders. The Board selects director nominees based on its assessment and consideration of various factors. These factors include the current Board profile, the long-term interests of stockholders, the needs of the Company, and the goal of creating an appropriate balance of knowledge, experience and diversity on the Board.

Our Nominees for Director – Each of our director nominees is well qualified under the criteria described above. As an employee of the Company, Mr. Snee does not qualify as an independent director. Each director nominee brings a variety of qualifications, skills, attributes and experience to the Board of Directors.

A common trait among our director nominees is executive leadership experience with a large company or organization. Such experience brings a variety of benefits, including an understanding of business management, various business

Table of Contents

functions and strategic planning. Other advantages of an executive leadership background include experience with policy making, risk management and corporate governance matters.

Another common characteristic of our director nominees is each has prior service on our Board. Each director nominee has a demonstrated record of regular attendance, advance preparation and active participation in Board and Board committee meetings. Through prior service on the Board committees, our director nominees have demonstrated and further developed expertise relating to the duties assigned to the Board committees.

The biographical information below identifies and highlights additional qualifications, skills, attributes and experience each director nominee brings to the Board.

The diversity of our director nominees in terms of race/ethnicity, gender, age and tenure on our Board is demonstrated in the following graphs:

The Board of Directors recommends a vote FOR each of the 12 director nominees listed below. The persons named as proxies will vote FOR the election of these 12 nominees to hold office as directors until the next Annual Meeting of Stockholders and until their successors are elected and qualify, unless stockholders specify otherwise. If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board of Directors. Directors are elected by a majority of the votes cast, whereby there must be more “FOR” votes than “AGAINST” votes for the nominee. An incumbent director who is not re-elected under this standard must promptly offer to resign.

Table of Contents

DIRECTOR NOMINEES

	PRAMA BHATT, age 51, director since 2019. Ms. Bhatt is Chief Digital Officer of Ulta Beauty, Inc. (NASDAQ: ULTA), a provider of retail beauty products and services, a position she has held since December 2019. She served Ulta Beauty, Inc. as Senior Vice President, Digital & eCommerce from April 2017 to December 2019 and Vice President, Digital & eCommerce from July 2014 to March 2017. Ms. Bhatt was Vice President, eCommerce of Kenneth Cole Productions, Inc., a fashion company, from 2011 to 2014. She held various management positions with Toys “R” Us, Inc., from 2002 to 2011, culminating with the position of Vice President, General Manager, eCommerce, US from 2008 to 2011. Her prior experience includes the position of management consultant with Booz Allen Hamilton, Inc. and a tenure at Ford Motor Company (NYSE: F) where she held various roles in product strategy, design and development. Ms. Bhatt brings extensive expertise in digital commerce and consumer product marketing to the Board, as well as ongoing experience as an active senior executive responsible for digital commerce for a large business.

	GARY C. BHOJWANI, age 53, director since 2014. Mr. Bhojwani is Chief Executive Officer of CNO Financial Group, Inc. (NYSE: CNO), a provider of health and life insurance and retirement solutions, a position he has held since January 2018. He was President of CNO Financial Group, Inc. from April 2016 to December 2017. Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE from 2012 to January 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011. He was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007, Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002, and President, Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Board of Directors of CNO Financial Group, Inc., Carmel, Indiana and Allina Health System, Minneapolis, Minnesota (term expiring June 2022). Mr. Bhojwani brings extensive expertise in risk management, finance and consumer product marketing to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

	TERRELL K. CREWS, age 66, director since 2007. Mr. Crews retired from Monsanto Company, an agricultural company, in 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews is a member of the Board of Directors of Archer-Daniels-Midland Company (NYSE: ADM), Chicago, Illinois, WestRock Company (NYSE: WRK), Richmond, Virginia, and Teays River Investments, LLC, Zionsville, Indiana, and the Board of Trustees of Freed-Hardeman University, Henderson, Tennessee. Mr. Crews brings extensive expertise in finance and related functions to the Board, as well as significant knowledge of corporate development, agri-business and international operations.

	STEPHEN M. LACY, age 67, director since 2011. Mr. Lacy retired from Meredith Corporation (NYSE: MDP), a media and marketing company, in November 2020. He served Meredith Corporation as Chairman of the Board from March 2019 to November 2020, Executive Chairman of the Board from February 2018 to March 2019, Chairman of the Board and Chief Executive Officer starting in 2016, Chairman of the Board, President and Chief Executive Officer starting in 2010, President and Chief Executive Officer starting in 2006, President and Chief Operating Officer starting in 2004, President, Publishing Group, and President, Interactive and Integrated Marketing Group, starting in 2000, and Chief Financial Officer starting in 1998. Mr. Lacy is a member of the Board of Directors of Great Western Bancorp, Inc. (NYSE: GWB), Sioux Falls, South Dakota, and SuckerPunch Gourmet, LLC, LaGrange Highlands, Illinois. He was a member of the Board of Directors of Meredith Corporation, Des Moines, Iowa, from 2004 to 2020. Mr. Lacy brings extensive expertise in finance, corporate development and consumer product marketing to the Board, as well as recent experience as the Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

Table of Contents

	ELSA A. MURANO, Ph.D., age 62, director since 2006. Dr. Murano has served Texas A&M University as Associate Vice Chancellor for Academic Strategic Initiatives at Texas A&M Agriculture & Life Sciences since September 2021, Professor, Department of Animal Science, since 2001, and President Emerita since 2009. She was Director of the Norman Borlaug Institute for International Agriculture from 2014 to September 2021, Interim Director of the Norman Borlaug Institute for International Agriculture from 2012 to 2014, President of Texas A&M University from 2008 to 2009, and Vice Chancellor and Dean of Agriculture, Director of the Texas Agricultural Experiment Station, from 2005 to 2007. Dr. Murano was Undersecretary for Food Safety, U.S. Department of Agriculture from 2001 to 2004. She is a member of the Board of Directors of Food Safety Net Services, San Antonio, Texas and the Board of Trustees of the International Livestock Research Institute, Nairobi, Kenya. Dr. Murano brings preeminent food safety expertise and significant experience in agri-business and regulatory affairs to the Board.

	SUSAN K. NESTEGARD, age 61, director since 2009. Ms. Nestegard is Advisor for True Wealth Ventures, a venture capital fund, a position she has held since July 2017. She was President, Global Healthcare Sector, of Ecolab Inc. (NYSE: ECL), a provider of cleaning and sanitizing products and services, from 2010 to 2012, Executive Vice President, Global Healthcare Sector, from 2008 to 2010, and Senior Vice President, Research, Development and Engineering, and Chief Technical Officer, from 2003 to 2008. Ms. Nestegard served as interim Chief Executive Officer of Cambridge Major Laboratories, Inc., a pharmaceutical company, from March 2014 to August 2014. She also has over 20 years of experience with 3M Company (NYSE: MMM) in product development, research and development, and business unit management. Ms. Nestegard is a member of the Board of Directors of ALLETE, Inc. (NYSE: ALE), Duluth, Minnesota, and has been elected its Lead Director effective January 1, 2022. She was a member of the Board of Directors of American Capital, Ltd., Bethesda, Maryland, from June 2013 to January 2017. Ms. Nestegard brings significant expertise in food safety, research and development, foodservice, and international business to the Board.

	WILLIAM A. NEWLANDS, age 63, director since 2018. Mr. Newlands is President and Chief Executive Officer of Constellation Brands, Inc. (NYSE: STZ), a beverage alcohol company, a position he has held since March 2019. He served Constellation Brands, Inc. as President and Chief Operating Officer from February 2018 to February 2019, Executive Vice President and Chief Operating Officer from January 2017 to February 2018, Executive Vice President and President, Wine & Spirits Division from January 2016 to January 2017, and Executive Vice President and Chief Growth Officer from January 2015 to January 2016. Mr. Newlands was Senior Vice President and President, North America of Beam Inc., a beverage alcohol company, from October 2011 to August 2014, and Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from December 2010 to October 2011 and Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from February 2008 to December 2010. His prior experience includes several senior leadership roles in the beverage alcohol industry. Mr. Newlands is a member of the Board of Directors of Constellation Brands, Inc., Victor, New York. He was a member of the Board of Directors of Canopy Growth Corporation (NASDAQ: CGC), Smith Falls, Ontario, Canada, from November 2018 to November 2021. Mr. Newlands brings extensive expertise in innovation, consumer product marketing, corporate development and international business to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

	CHRISTOPHER J. POLICINSKI, age 63, director since 2012. Mr. Policinski is Chief Executive Officer of CJP Leadership Partners, LLC, a consulting company. He was Chief Executive Officer of VitaKey, Inc., a food ingredient company, from August 2020 to February 2021. Mr. Policinski retired from Land O’Lakes, Inc., a member-owned cooperative which produces and markets dairy-based food products and agricultural supplies, in June 2018. He served Land O’Lakes, Inc. as President and Chief Executive Officer from 2005 to June 2018, as Chief Operating Officer of the Dairy Foods business unit from 1999 to 2005, and Vice President of Strategy and Business Development from 1997 to 1999. His prior experience includes various management positions at Kraft General Foods Corporation (NASDAQ: KHC), a food company, Bristol-Myers Squibb Co. (NYSE: BMY), a biopharmaceutical and consumer goods company, and Pillsbury Company, a food company. Mr. Policinski is a member of the Board of Directors of Xcel Energy, Inc. (NASDAQ: XEL), Minneapolis, Minnesota, and Isidro Investments, Baltimore, Maryland. Mr. Policinski brings extensive expertise in agri-business, consumer product marketing and corporate development to the Board, as well as recent experience as the Chief Executive Officer of a large Minnesota-based company operating globally in the food industry.

Table of Contents

	JOSE LUIS PRADO, age 67, director since 2019. Mr. Prado is Chairman of Tropicale Foods, LLC, a frozen food company, a position he has held since December 2019. He served Evans Food Group Ltd., a snack food company, as Vice Chairman from August 2019 to August 2021 and as Chairman and Chief Executive Officer from April 2016 to August 2019. Mr. Prado was President, Quaker Oats North America and Global Baking, for PepsiCo, Inc. (NASDAQ: PEP) from January 2011 to September 2014, President and CEO, Grupo Gamesa-Quaker, a Division of PepsiCo, Mexico, from 2002 to 2010, Regional Vice President, Andean Region, Frito Lay International, from 2000 to 2002, President, PepsiCo Snacks Argentina, from 1997 to 2000, President, Frito Lay Snacks Caribbean, from 1994 to 1997, and Finance Vice President and CFO, Matutano, Frito Lay International, from 1993 to 1994. Mr. Prado is a member of the Board of Directors of Tropicale Foods, LLC, Ontario, California, Northern Trust Corporation (NASDAQ: NTRS), Chicago, Illinois, the Chicago Council on Global Affairs, Chicago, Illinois, and the Latino Corporate Directors Association, Washington, D.C., and the Board of Trustees of the National Museum of the American Latino, Washington, D.C. He was a member of the Board of Directors of Brinker International, Inc. (NYSE: EAT), Dallas, Texas, from July 2015 to March 2019. Mr. Prado brings extensive expertise in consumer product marketing, corporate development, international business and the food industry to the Board, as well as significant executive leadership experience.

	SALLY J. SMITH, age 63, director since 2014. Ms. Smith retired from Buffalo Wild Wings, Inc., a restaurant company, in February 2018. She served Buffalo Wild Wings, Inc. as President and Chief Executive Officer from 1996 to February 2018 and as Chief Financial Officer from 1994 to 1996. Ms. Smith was Controller, from 1984 to 1987, and Chief Financial Officer, from 1987 to 1994, of Dahlberg, Inc., a manufacturer of hearing aids. She began her career with KPMG LLP, an international accounting and consulting firm. Ms. Smith is a member of the Board of Directors of Alerus Financial Corporation (NASDAQ: ALRS), Grand Forks, North Dakota (term expiring May 2022), Digi International Inc. (NASDAQ: DGII), Minnetonka, Minnesota, Allina Health System, Minneapolis, Minnesota (term expiring June 2022), The Marvin Companies, Warroad, Minnesota, and the National Restaurant Association, Washington, D.C. Ms. Smith was a member of the Board of Directors of Buffalo Wild Wings Inc., Minneapolis, Minnesota, from 1996 to June 2017. Ms. Smith brings extensive expertise in finance, corporate development and the foodservice industry to the Board, as well as recent experience as the Chief Executive Officer of a Minnesota-based publicly held company.

	JAMES P. SNEE, age 54, director since 2015. Mr. Snee is Chairman of the Board, President and Chief Executive Officer of the Company (NYSE: HRL), serving in that capacity since November 2017. He was President and Chief Executive Officer from October 2016 to November 2017, President and Chief Operating Officer from October 2015 to October 2016, Group Vice President and President, Hormel Foods International Corporation from October 2012 to October 2015, Vice President and Senior Vice President, Hormel Foods International Corporation from October 2011 to October 2012, and Vice President, Affiliated Business Units from October 2008 to October 2011. Mr. Snee is a member of the Board of Directors of Republic Services, Inc. (NYSE: RSG), Phoenix, Arizona, the Consumer Brands Association, Washington, D.C., and The Hormel Foundation, Austin, Minnesota. In addition to his executive leadership experience, Mr. Snee brings broad sales, marketing, supply chain and international business expertise to the Board, as well as in-depth knowledge of the Company and food industry developed during his 32-year career with the Company.

	STEVEN A. WHITE, age 61, director since 2014. Mr. White is President, Special Counsel to the CEO for Comcast Corporation (NASDAQ: CMCSA), an entertainment and communications company, a position he has held since December 31, 2020. He served Comcast as President, Comcast West Division, from 2009 to December 31, 2020, as Regional Senior Vice President, Comcast California from 2007 to 2009, and as Regional Senior Vice President, Comcast Mid-South Region from 2002 to 2007. Mr. White was Regional Vice President of AT&T Broadband, LLC from 2000 to 2002 and Regional Vice President of Telecommunications, Inc. from 1997 to 2000. His prior experience includes various marketing positions with Colgate-Palmolive Company (NYSE: CL) from 1991 to 1997. Mr. White is a member of the Board of Directors of W.W. Grainger, Inc. (NYSE: GWW), Lake Forest, Illinois, Shaw Communications Inc. (NYSE: SJR), Calgary, Alberta, Canada, and Comcast Foundation, Philadelphia, Pennsylvania. Mr. White brings significant expertise in digital commerce and consumer product marketing to the Board, as well as recent experience as the President of a large business.

No family relationship exists between any of the director nominees or executive officers of the Company.

Table of Contents

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines which include the following:

· At all times a substantial majority of the Board will be independent, as that term is defined in relevant law and the NYSE listing standards;

· Directors who (1) retire from or change their principal employment, (2) resign or are removed from, or fail to be re-elected to, the board of directors of any other public company, or (3) take action that creates a conflict of interest with the Company, must submit a letter of resignation from the Board. The Board may accept or reject a letter of resignation;

· It is the Board’s general policy that no person may stand for election to the Board after reaching age 72;

· The Board and Board committees will conduct annual self-evaluations. This self-evaluation process currently includes the completion and anonymous submission of Board and Board committee assessment surveys by all Board members and personal interviews conducted by the Lead Director with all Board members;

· Directors participate in an annual strategic planning retreat, which provides directors a detailed overview of the Company’s strategic business plans and an opportunity to access senior management of the Company;

· All independent directors will typically meet in executive session at the end of every regular Board meeting but in all circumstances at least quarterly;

· The Compensation Committee will evaluate the Chief Executive Officer’s performance annually. This evaluation is based in part on a self-evaluation by the Chief Executive Officer (“CEO”), which is reviewed by all the nonemployee directors. The annual evaluation will take into account the CEO’s performance measured against established goals. After the process has been completed, the Compensation Committee will set the CEO’s compensation and obtain the Board’s ratification of such compensation;

· Directors will have full access to officers and employees of the Company; and

· The Board and each committee have the power to hire independent legal, financial or other advisers, without consulting or obtaining the approval of any officer of the Company.

The Company’s Corporate Governance Guidelines may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Governance - Governance Documents.”

Board Leadership Structure

The Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separate or combined. This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chairman.

Mr. Snee currently serves as both Chairman and CEO of the Company. The Board believes there are important advantages to Mr. Snee serving in both roles at this time. Mr. Snee is the director most familiar with our Company’s business and industry and best situated to propose the Board’s agendas and lead Board discussions on important matters. Mr. Snee provides a strong link between management and the Board, which promotes clear communication and enhances strategic planning and implementation of corporate strategies. Another advantage is the clarity of leadership provided by one person representing the Company to employees, stockholders and other stakeholders.

When the Chairman is not an independent director, the Board will appoint an independent “Lead Director.” The Governance Committee recommends an independent director for election as Lead Director and periodically reviews the Lead Director’s tenure.

Christopher J. Policinski has been the Lead Director since September 2016. The duties of the Lead Director include the following:

· Serve as a liaison between the Chairman and the nonemployee directors;

· Serve as a liaison among the nonemployee directors;

· Provide input to the Chairman on the preparation of Board meeting agendas, including content, sequence, and time allocations;

Table of Contents

· Have the authority to call meetings of the nonemployee directors, with advance notice of such meetings to be given to the Chairman;

· Preside at meetings of the Board in the absence of the Chairman;

· Preside at executive sessions of the nonemployee or independent directors;

· In conjunction with the Governance Committee, take an active role in the Board’s annual self-evaluation; and

· In conjunction with the Compensation Committee, take an active role in the annual evaluation of the CEO.

The independent directors who chair the Company’s Audit, Compensation and Governance Committees also provide leadership to the Board in their assigned areas of responsibility. The Board believes the substantial majority of independent directors on the Board, use of an independent Lead Director, independent Committee chairs and executive sessions of the independent directors safeguard the independent governance of the Board.

Code of Ethical Business Conduct

The Company has adopted a Code of Ethical Business Conduct that covers its directors, officers and employees. This Code of Ethical Business Conduct may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Governance - Governance Documents.”

Stock Ownership Guidelines

The Company’s officers and directors are subject to stock ownership guidelines. Officers are required to hold shares of Company stock with a value equal to their five-year average base salary times a multiple of 1.5 to 5, depending on position. Directors need to hold shares of Company stock with a value equal to their five-year average annual Board retainer times a multiple of 5. For both officers and directors, the required stock ownership value is divided by the five-year average Company stock price, based on fiscal year end prices, to calculate the number of shares to be held. The Company’s officers and directors must hold all shares of Company stock acquired (net of shares withheld or sold to fund an option exercise or satisfy withholding taxes) until their stock ownership guidelines have been met.

The value of shares individually owned, held in Company benefit plans, and deferred in the Company’s deferred compensation plans are counted toward the guidelines. Individual ownership of shares is determined under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Stock options, restricted stock units and restricted shares are not counted toward the guidelines.

Officers and directors have approximately five years from their initial election to comply with the guidelines. Officers promoted to a level requiring higher stock ownership under the guidelines have five years to achieve compliance. All officers and directors who are subject to the guidelines are in compliance with the guidelines.

Stock Pledging and Hedging Policies

The Company has a pledging policy which prohibits officers and directors from holding Company stock in a margin account or pledging Company stock as collateral for a loan.

The Company has adopted a policy prohibiting hedging. The policy prohibits employees, officers and directors of the Company, and their designees, from purchasing any financial instruments (including without limitation prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities granted to the employee, officer or director as compensation or held directly or indirectly by the employee, officer or director.

Board Independence

The Company’s Corporate Governance Guidelines require that a substantial majority of the Company’s directors be independent. The NYSE listing standards require that a majority of the Company’s directors be independent and that the Audit, Compensation and Governance Committees be comprised entirely of independent directors. The Board of Directors has adopted standards to assist it in making the annual determination of each director’s independence status. These Director Independence Standards are consistent with the NYSE listing standards. The Director Independence Standards are posted on the Company’s Web site at www.hormelfoods.com under “Investors - Governance - Governance Documents.” A director will be considered “independent” if he or she meets the requirements of the Director Independence Standards and the independence criteria in the NYSE listing standards.

The Board of Directors has affirmatively determined that the following directors have no direct or indirect material relationship with the Company and satisfy the requirements to be considered independent:

Table of Contents

Prama Bhatt	Elsa A. Murano	Jose Luis Prado
Gary C. Bhojwani	Susan K. Nestegard	Sally J. Smith
Terrell K. Crews	William A. Newlands	Steven A. White
Stephen M. Lacy	Christopher J. Policinski

The Board of Directors also has determined that each of the Company’s Audit, Compensation and Governance Committees is composed solely of independent directors. In making the independence determinations, the Board reviewed all of the directors’ relationships with the Company. This review is based primarily on a review of the responses of the directors to questions regarding employment, business, family, compensation and other relationships with the Company and its management. In making the independence determination for Mr. White, President, Special Counsel to the CEO for Comcast Corporation, the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Comcast Corporation, a service provider to the Company. The Board determined that this relationship was not material and did not impair Mr. White’s independence. The dollar amount of the Company’s transactions with Comcast Corporation are well below the thresholds for commercial transactions under the independence criteria in the NYSE listing standards.

Board of Director and Committee Meetings

Board of Directors and Committees - The Board of Directors conducts its business through meetings of the Board and its committees. The Lead Director presides at executive sessions of the nonemployee or independent directors. The Board held seven meetings during fiscal 2021. Each director attended at least 75% of the total meetings during the fiscal year of the Board and Board committees on which he or she served.

The Board of Directors has established the following Board committees: Audit, Compensation and Governance. The following table shows membership and meeting information for each committee for fiscal 2021.

	Name	Audit Committee	Compensation Committee	Governance Committee(1)
	Prama Bhatt	X
	Gary C. Bhojwani		X	X*
	Terrell K. Crews	X
	Stephen M. Lacy	X	X*
	Elsa A. Murano			X
	Susan K. Nestegard			X
	William A. Newlands	X	X
	Christopher J. Policinski		X	X
	Jose Luis Prado	X
	Sally J. Smith	X*	X
	Steven A. White		X	X
Total Meetings in Fiscal 2021		10	5	5

* Committee Chair

(1) Dakota A. Pippins served on the Governance Committee until his term expired on January 26, 2021.

Each of the Audit, Compensation and Governance Committees has adopted and operates under a written charter. These charters may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Governance - Governance Documents.”

Audit Committee - Each member of the Audit Committee is financially literate as determined by the Board of Directors. The Board also determined that Terrell K. Crews, Stephen M. Lacy and Sally J. Smith each is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission (“SEC”). The duties of the Audit Committee include the following:

· Select and evaluate the performance of the independent registered public accounting firm;

· Discuss with the internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits;

· Ensure that the independent registered public accounting firm is accountable to the Committee and that the firm has no relationship with management or the Company that would impair its independence;

Table of Contents

· Review and discuss with management and the external auditors the quarterly and annual financial statements of the Company;

· Establish procedures for the handling of complaints received by the Company regarding accounting, internal controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

· Provide an open avenue of communication between the internal auditors, the external auditors, Company management and the Board;

· Oversee the Company’s risk management function, including the steps management takes to manage the Company’s key areas of risk; and

· Oversee the Company’s compliance function, including the Company’s compliance program and the Code of Ethical Business Conduct.

Compensation Committee - The duties of the Compensation Committee include the following:

· Establish compensation arrangements for all senior officers of the Company;

· Engage a compensation consultant to review the Company’s compensation programs;

· Make recommendations to the Board regarding incentive compensation and equity-based compensation plans, and administer such plans;

· Make recommendations to the Board regarding compensation to be paid to the Company’s directors; and

· Establish investment policies for the Company’s defined benefit pension plans, and periodically review investments for consistency with those policies.

Governance Committee - The duties of the Governance Committee include the following:

· Establish criteria for new directors and evaluate potential candidates;

· Make recommendations to the Board regarding the composition of Board committees;

· Make recommendations to the Board of an independent director for election as Lead Director and review the Lead Director’s tenure;

· Review the Company’s executive succession plans;

· Periodically assess the Company’s Corporate Governance Guidelines, as well as the Company’s adherence to them;

· Monitor the Company’s sustainability, environmental, and corporate social responsibility activities;

· Evaluate objectives and policies regarding the Company’s management of its human resources; and

· Oversee the annual evaluation of the Board.

Board Role in Risk Oversight

The Board of Directors takes an active role in risk oversight. The Board administers its risk oversight function through the full Board and each of its committees. Management of the Company, which is responsible for day-to-day risk management, maintains an enterprise risk management (“ERM”) process. The ERM process is designed to identify and assess the Company’s risks globally and develop steps to mitigate and manage risks. The Board receives regular reports on the ERM process.

The Board’s oversight of risk includes engaging in an annual strategic planning retreat with senior management, approving annual operating plans and strategic plans, and approving significant transactions. In addition, the Board receives regular reports on the Company’s overall business, specific segments and financial results, as well as specific presentations on topics relating to risks and risk management.

The Audit Committee assists the Board with its risk oversight in a variety of areas, including financial reporting, internal controls, cybersecurity, and legal and regulatory compliance. The Audit Committee has oversight of the Company’s internal audit, risk management and compliance functions, including oversight of the Company’s Code of Ethical Business Conduct. The Audit Committee also appoints the independent registered public accounting firm and approves the services it provides to the Company. The Compensation Committee oversees risk in connection with compensation programs, including incentive compensation plans and equity-based plans. The Governance Committee oversees risk in connection with corporate governance practices. All of these committees make regular reports of their activities to the full Board.

Table of Contents

Policy Regarding Attendance at Annual Meetings

The Company encourages, but does not require, its Board members to attend the Annual Meeting of Stockholders. Last year all then-serving directors of the Company attended the virtual Annual Meeting of Stockholders except for one director, who was retiring from the Board effective at the end of that meeting.

Board Communication

Interested parties may communicate with the Board of Directors by sending a letter directed to the Board of Directors, nonemployee directors or specified individual directors, addressed to: Brian D. Johnson, Vice President and Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912. All communications, whether signed or anonymous, will be directed to the Lead Director or the Chair of one of the committees based on the subject matter of the communication, or to the nonemployee directors or the specified directors, if so directed.

COMPENSATION OF DIRECTORS

In fiscal 2021, the Company provided the following elements of compensation to nonemployee directors:

· Annual retainer of $80,000;

· Additional annual retainer of $25,000 for Lead Director;

· Additional annual retainer of $25,000 for chair of the Audit Committee;

· Additional annual retainer of $10,000 for Audit Committee members;

· Additional annual retainer of $20,000 for chair of the Compensation Committee;

· Additional annual retainer of $7,500 for Compensation Committee members;

· Additional annual retainer of $15,000 for chair of the Governance Committee;

· Additional annual retainer of $5,000 for Governance Committee members; and

· An award of restricted shares of Company common stock having a value of $160,000 on February 1 based on the NYSE closing price for the stock at the end of that day (rounded to the nearest whole share number), subject to a restricted period which expires upon the date of the Company’s next annual stockholders meeting.

The retainers are paid half on February 1 and half on August 1. These payments and the equity award are made on the first business day after February 1 and August 1 if those dates fall on a non-business day.

Nonemployee directors first elected to the Board other than at the annual stockholders meeting receive a prorated annual retainer and award of restricted shares based on the number of regular Board meetings scheduled from the time the director joins the Board to the next annual stockholders meeting out of the total number of regular Board meetings between annual stockholders meetings. The restricted period for restricted shares awarded to newly elected nonemployee directors expires upon on the date of the second succeeding annual meeting of the Company’s stockholders.

Nonemployee directors appointed as a new Committee Chair or member receive a pro-rated annual Committee retainer based on the number of regular Board meetings scheduled from the time the director takes the new Committee assignment to the next annual stockholders meeting out of the total number of regular Board meetings between annual stockholders meetings.

The NYSE closing price of the Company’s stock was $46.92 on February 1, 2021. This price resulted in an award of 3,410 restricted shares of Company common stock to each nonemployee director on that date.

The awards of restricted shares on February 1, 2021 were made pursuant to the terms of the stockholder-approved Hormel Foods Corporation 2018 Incentive Compensation Plan (“Incentive Compensation Plan”). Each nonemployee director and the Company entered into a Restricted Stock Award Agreement consistent with the Incentive Compensation Plan. Directors receive declared dividends on, and are entitled to vote, the restricted shares prior to vesting.

Nonemployee directors may defer all or a portion of retainer and meeting fees under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan. Deferred fees times 105% are credited as stock units under the plan. The stock units have the same value as Company common stock and receive dividend equivalents. Stock units become payable in shares of Company common stock following termination of service as a director.

Directors who are employees of the Company receive no additional compensation for service on the Board pursuant to Compensation Committee policy.

The Compensation Committee reviews the compensation to be paid to the Company’s nonemployee directors. The Committee uses a compensation consultant, Pearl Meyer, to provide advice regarding nonemployee director compensation. The consultant analyzes each element of director compensation and total director compensation for the same peer group of

Table of Contents

companies which is used to evaluate executive compensation. See “How Compensation Decisions are Made” on page 19 for a list of these peer companies. The Committee reviews the consultant’s report of competitive director compensation and determines whether to recommend to the Board a change in the Company’s nonemployee director compensation. If such a change is recommended by the Committee, the full Board would then determine whether to ratify the change.

The Compensation Committee’s current policy is to review nonemployee director compensation every other year. After this process was completed in late 2020, the Company’s nonemployee director compensation policy was not modified. The next regular review of nonemployee director compensation is scheduled to take place in late 2022.

The fiscal 2021 compensation of our nonemployee directors is shown in the following table.

DIRECTOR COMPENSATION FOR FISCAL 2021
Name(1)	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2) (3)	Option Awards ($)(3)	All Other Compensation ($)(4)	Total ($)
Prama Bhatt	90,000	159,997	-	-	249,997
Gary C. Bhojwani	102,500	159,997	-	3,504	266,001
Terrell K. Crews	90,000	159,997	-	2,830	252,827
Stephen M. Lacy	110,000	159,997	-	10,000	279,997
Elsa A. Murano	85,000	159,997	-	220	245,217
Susan K. Nestegard	85,000	159,997	-	15,731	260,728
William A. Newlands	97,500	159,997	-	3,664	261,161
Dakota A. Pippins(5)	-	-	-	11,533	11,533
Christopher J. Policinski	117,500	159,997	-	21,952	299,449
Jose Luis Prado	90,000	159,997	-	2,587	252,584
Sally J. Smith	112,500	159,997	-	13,678	286,175
Steven A. White	92,500	159,997	-	14,375	266,872

(1) Consists of annual retainer and additional annual retainers for Lead Director, committee chairs, and committee members. Includes amounts voluntarily deferred under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan.

(2) Consists of the aggregate grant date fair value of restricted stock awarded to each nonemployee director in fiscal 2021, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation – Stock Compensation) (“FASB ASC Topic 718”). Each nonemployee director on February 1, 2021 received a grant of 3,410 shares of restricted stock. The grant date fair value is based on the NYSE closing price of our common stock on the grant date, which was $46.92 on February 1, 2021.

(3) As of October 31, 2021, nonemployee directors held the following number of unexercised stock options and unvested shares of restricted stock:

Name	Unexercised Options (#)	Unvested Shares of Restricted Stock (#)
Prama Bhatt	-	3,410
Gary C. Bhojwani	-	3,410
Terrell K. Crews	-	3,410
Stephen M. Lacy	-	3,410
Elsa A. Murano	13,200	3,410
Susan K. Nestegard	-	3,410
William A. Newlands	-	3,410
Dakota A. Pippins	-	-
Christopher J. Policinski	6,600	3,410
Jose Luis Prado	-	3,410
Sally J. Smith	-	3,410
Steven A. White	-	3,410

(4) Consists primarily of dividend equivalents paid on stock units under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan and the 2009 Nonemployee Director Deferred Stock Plan. Also includes matching gifts to educational institutions made by the Company on behalf of

Table of Contents

directors as follows: Mr. Lacy - $10,000. This matching gift program is available to all full-time and retired employees and directors of the Company.

(5) Mr. Pippins’ term expired on January 26, 2021.

AUDIT COMMITTEE REPORT AND
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Committee has the sole authority to appoint or replace the Company’s independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee has reviewed and discussed the Company’s fiscal year 2021 audited financial statements with management and with Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm. The Audit Committee also has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has received from Ernst & Young the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the fiscal year 2021 audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2021, for filing with the SEC.

THE AUDIT COMMITTEE

	Sally J. Smith, Chair	Stephen M. Lacy
	Prama Bhatt	William A. Newlands
	Terrell K. Crews	Jose Luis Prado

Independent Registered Public Accounting Firm Fees

The following table shows aggregate fees billed to the Company for fiscal years ended October 31, 2021 and October 25, 2020 by Ernst & Young, our independent registered public accounting firm.

	Fiscal 2021	Fiscal 2020
Audit fees	$2,545,246	$2,732,425
Audit-related fees	$170,000	$165,000
Tax fees	$0	$0
All other fees	$351,600	$0

Audit Fees - Audit fees are for audit of the Company’s financial statements and the audit of internal control over financial reporting for fiscal years 2021 and 2020. Audit fees also include reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q and statutory audits required internationally.

Audit-Related Fees - Audit-related fees are for services related to the performance of the audit. These services consist of benefit plan audits.

All Other Fees - All other fees are for services rendered relating to due diligence in connection with the acquisition of the Planters® snack nuts business.

Audit Committee Preapproval Policies and Procedures

The Audit Committee has adopted policies and procedures requiring preapproval by the Committee of audit and nonaudit services provided to the Company by the independent registered public accounting firm. The Audit Committee preapproved all of the services performed by Ernst & Young during fiscal years 2021 and 2020. The Audit Committee approves all audit and nonaudit fees in advance at each quarterly meeting.

Table of Contents

ITEM 2 – RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors appointed Ernst & Young as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending October 30, 2022. Ernst & Young has served as the Company’s public auditors since 1931.

At the annual meeting, stockholders will be asked to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending October 30, 2022. Stockholder approval of this appointment is not required. The Board is requesting ratification in order to obtain the views of the Company’s stockholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young are expected to attend the annual meeting, will be afforded an opportunity to make a statement, and will be available to respond to appropriate questions.

Ratification of this appointment will require the affirmative vote of the majority of the shares of common stock represented in person or by proxy at the meeting. The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP. Properly dated and signed proxies will be so voted unless stockholders specify otherwise.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Information as to the persons or groups known by the Company to be beneficial owners of more than five percent of the Company’s common stock, as of December 3, 2021, is shown below:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Hormel Foundation 329 North Main Street, Suite 102L, Austin, Minnesota 55912	256,433,116(1)	47.26%

The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, Pennsylvania 19355	32,910,894(2)	6.07%

BlackRock, Inc. 55 East 52nd Street, New York, New York 10055	29,090,942(3)	5.36%

(1) The Hormel Foundation (“Foundation”) holds 28,726,892 of such shares as individual owner and 227,706,224 of such shares as trustee of various trusts. The Foundation, as trustee, votes the shares held in trust. The Foundation has a remainder interest in all of the shares held in trust. The remainder interest consists of principal and accumulated income in various trusts. These interests are to be distributed when the trusts terminate upon the death of designated beneficiaries, or upon the expiration of twenty-one years after the death of such designated beneficiaries.

The Foundation was converted from a private foundation to a public foundation on December 1, 1980. The Certificate of Incorporation and Bylaws of the Foundation provide for a Board of Directors, a majority of whom represent nonprofit agencies to be given support by the Foundation. Each member of the Board of Directors of the Foundation has equal voting rights. Members of the Board of Directors of the Foundation are: Chair, Jeffrey M. Ettinger, former Chairman of the Board, President and CEO of Hormel Foods; Vice Chair, Bonnie B. Rietz, former Mayor of the City of Austin; Treasurer, Roland G. Gentzler, former Vice President, Finance and Treasurer of Hormel Foods; Secretary, Steven T. Rizzi, Jr., Attorney, Austin; Gema J. Alvarado-Guerrero, Executive Director, Parenting Resource Center, Inc., Austin, appointed by the Parenting Resource Center; Dr. Adenuga O. Atewologun, President, Riverland Community College, appointed by the Riverland Community College Austin campus; Diane B. Baker, CEO of YMCA of Austin, Minnesota, appointed by the YMCA of Austin; Dr. Mark R. Ciota, President and Chief Executive Officer of Mayo Clinic Health System-Albert Lea and Austin, appointed by Mayo Clinic Health System-Austin; Dr. Robert C. Clarke, Executive Director, The Hormel Institute, Austin, appointed by the University of Minnesota, Hormel Institute; Thomas J. Dankert, Director of Administrative Services for the City of Austin, appointed by the City of Austin; Nitaya Jandragholica, Cultural Liaison and Spanish Interpreter, Mower County; Michelle M. King, Attorney, Austin; Randall J. Kramer, Certified Financial Planner, Austin; Molly S. Lanke, Executive Director, United Way of Mower County, Inc., appointed by the United Way of Mower County; Dr. Joey M-H Page, Superintendent of Austin Public Schools, appointed by Austin Public Schools; Richard R. Pavek, Executive Director, Cedar Valley Services, Inc., Austin, appointed by Cedar Valley Services; Larry J. Pfeil, former Vice President, Engineering of Hormel Foods; James P. Snee, Chairman of the

Table of Contents

Board, President and CEO of Hormel Foods; and Major Jeffrey L. Strickler, Commanding Officer, The Salvation Army of Austin, appointed by the Salvation Army of Austin.

(2) Based on information provided in an Amendment No. 4 to a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2021, The Vanguard Group, Inc. reported it has shared power to vote 574,150 shares, sole power to dispose of 31,548,814 shares, and shared power to dispose of 1,362,080 shares.

(3) Based on information provided in a Schedule 13G filed with the Securities and Exchange Commission on January 29, 2021, BlackRock, Inc. reported it has sole power to vote 26,026,827 shares and sole power to dispose of 29,090,942 shares.

SECURITY OWNERSHIP OF MANAGEMENT

Information as to beneficial ownership of the Company’s common stock by directors, nominees, executive officers of the Company named in the Summary Compensation Table on page 27, and all current directors and executive officers of the Company as a group as of December 3, 2021, is shown below:

	Amount and Nature of Beneficial Ownership
Name of Beneficial Owner	Shares(1)	Right to Acquire Within 60 Days(2)	Percent of Class
Prama Bhatt	8,030	-	*
Gary C. Bhojwani	30,859	-	*
Deanna T. Brady(3)	47,601	253,874	*
Terrell K. Crews	109,570	-	*
Stephen M. Lacy	69,955	-	*
Glenn R. Leitch(3)	128,493	299,275	*
Lori J. Marco(3)	26,984	182,650	*
Elsa A. Murano	99,469	13,200	*
Susan K. Nestegard	100,325	-	*
William A. Newlands	15,150	-	*
Christopher J. Policinski	75,891	6,600	*
Jose Luis Prado	14,595	-	*
James N. Sheehan(3)(4)	161,473	312,821	*
Jacinth C. Smiley(3)	-	-	*
Sally J. Smith	52,442	-	*
James P. Snee(3)	204,936	937,225	*
Steven A. White	51,265	-	*
All Directors and Executive Officers as a Group (28 persons)(3)	1,297,573	2,973,441	0.78%

* One percent or less.

(1) Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares of the Company’s common stock have sole voting and investment powers with respect to the shares. None of the shares are pledged as security. Holdings are rounded to the nearest full share.

(2) Consists of shares subject to options exercisable on or within 60 days of December 3, 2021 and RSUs eligible for vesting due to a qualified retirement on or within 60 days of December 3, 2021.

(3) Shares listed as beneficially owned include, where applicable, shares allocated to participants’ accounts under the Hormel Tax Deferred Investment Plan A – 401(k), and a pro-rata share of unallocated shares held in the Company’s Joint Earnings Profit Sharing Trust for the benefit of participants.

(4) Includes 56,416 shares of the Company’s common stock beneficially owned by members of Mr. Sheehan’s household.

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021.

THE COMPENSATION COMMITTEE

	Stephen M. Lacy, Chair	Christopher J. Policinski
	Gary C. Bhojwani	Sally J. Smith
	William A. Newlands	Steven A. White

COMPENSATION DISCUSSION AND ANALYSIS

Our executive compensation program aims to attract, retain, and reward high caliber management talent who will lead our business and drive long-term stockholder value. This CD&A outlines our 2021 executive compensation philosophy and objectives, describes the elements of our executive compensation program, and explains how the Compensation Committee of the Board of Directors arrived at its compensation decisions for our 2021 named executive officers (“NEOs”) listed below:

SEC Form DEF 14A filed by Hormel Foods Corporation