Hormel Foods DEF 14A 2016
Documents found in this filing:
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
HORMEL FOODS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of Stockholders of Hormel Foods Corporation, a Delaware corporation, will be held in the Richard L. Knowlton Auditorium of the Austin High School, 300 NW 4th Street, Austin, Minnesota, on Tuesday, January 31, 2017, at 8:00 p.m. Central Standard Time. The items of business are:
1. Elect a board of 14 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 29, 2017;
3. Advisory vote to approve Named Executive Officer compensation as disclosed in the Companys 2017 annual meeting proxy statement;
4. Advisory vote to determine the frequency (annual, biennial or triennial) of the stockholder advisory vote to approve Named Executive Officer compensation;
5. Vote on a stockholder proposal, if presented at the meeting; and
6. Such other matters as may properly come before the meeting.
The Board of Directors has fixed December 2, 2016, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.
TABLE OF CONTENTS
HORMEL FOODS CORPORATION
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 31, 2017. 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 21, 2016.
Voting Securities - Only stockholders of record at the close of business as of December 2, 2016 are entitled to vote at the meeting. The Company had 528,801,691 shares of common stock outstanding as of December 2, 2016. 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 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:
(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 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.
The following persons will be admitted to the Annual Meeting of Stockholders to be held on January 31, 2017:
· Stockholders of record at the close of business on December 2, 2016, and their immediate family members;
· Individuals holding written proxies executed by stockholders of record at the close of business on December 2, 2016;
· Stockholders who provide a letter or account statement from their broker, bank or other nominee showing that they owned stock held in the name of the broker, bank or other nominee at the close of business on December 2, 2016, and their immediate family members;
· Stockholders by virtue of stock held in the Companys Employee Stock Purchase Plan;
· Other individuals with the approval of the Corporate Secretary; and
· One authorized representative of stockholders that are corporations or other entities. Additional authorized representatives may be admitted with the approval of the Corporate Secretary.
If you are not able to attend, we will have video of the meeting available on the internet after February 1, 2017. To view this video, follow these instructions:
1. Go to the Newsroom section of http://www.hormelfoods.com/;
2. Click on the Annual Meeting story under Company News; and
3. Locate the video within the Annual Meeting story content and click play.
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 or proxies who wish to speak and to determine the extent of discussion on each item of business. Rules governing the conduct of the meeting will be distributed at the meeting along with the agenda. The Chairman may also rely on applicable law regarding disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all stockholders.
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 Companys 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 candidates business and residence addresses;
2. A resume or biographical sketch of the candidate, which includes the candidates principal occupation or employment;
3. A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidates willingness to serve as a director if elected; and
4. A signed statement as to the submitting stockholders current status as a stockholder, which includes the stockholders address and the number of shares of Company stock currently held.
The Committees procedures include making a preliminary assessment of each proposed nominee. Such assessment is based upon the resume and biographical information, an indication of the individuals willingness to serve, and business experience and leadership skills. This information is evaluated against the criteria set forth below and the Companys specific needs at that time. Based upon a preliminary assessment of the candidates, those who appear best suited to meet the Companys 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 Companys needs at the time nominees are considered. In evaluating director candidates the Committee will consider, among other qualifications the Committee deems appropriate, a candidates:
· 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 Boards 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 candidates diversity in terms of race, gender, national origin and other personal characteristics is considered. The Committee also assesses each candidates 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 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 employees of the Company, Mr. Ettinger and Mr. Snee do not qualify as independent directors. 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 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 Board of Directors recommends a vote FOR each of the 14 director nominees listed below. The persons named as proxies will vote FOR the election of these 14 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.
No family relationship exists between any of the director nominees or executive officers of the Company.
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) reach retirement age of 72, (3) resign or are removed from, or fail to be re-elected to, the board of directors of any other public company, or (4) 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 Boards general policy that directors will not stand for reelection 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 Companys 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 Officers 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 CEOs performance measured against established goals. After the process has been completed, the Compensation Committee will set the CEOs compensation and obtain the Boards 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 Companys Corporate Governance Guidelines may be found on the Companys Web site at www.hormelfoods.com under Investors - Corporate Governance - Governance Documents.
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.
Jeffrey M. Ettinger has been Chairman of the Company since October 31, 2016 and previously served as both Chairman and CEO of the Company from November 2006 through October 30, 2016. James P. Snee has served as CEO of the Company since October 31, 2016. Both Mr. Ettinger and Mr. Snee are members of the Board. The Board believes this leadership structure, which separates the Chairman and CEO roles, is optimal at this time because it allows Mr. Snee to focus on operating and managing the Company, while Mr. Ettinger can focus on leadership of the Board.
When the Chairman is not an independent director, the Board will appoint a Lead Director. The Lead Director position is held by an independent director elected by the Board of Directors. The Boards policy is that a directors term as Lead Director should generally be limited to five consecutive years.
John L. Morrison served as the Lead Director from November 2011 through the end of the Board meeting held September 26, 2016. Christopher J. Policinski was elected the Lead Director effective at the end of the Board meeting held September 26, 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;
· 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 Boards 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 Companys 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 a Lead Director, independent Committee chairs and executive sessions of the independent directors safeguard the independent governance of the Board.
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 Companys Web site at www.hormelfoods.com under Investors - Corporate Governance - Governance Documents.
The Companys officers and directors are subject to stock ownership guidelines. Officers need 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 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 value of shares individually owned, held in Company benefit plans, and deferred in the Companys 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 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.
The Company has adopted 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 also adopted a hedging policy which prohibits employees, officers and directors from purchasing any financial instruments (including without limitation prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities held directly or indirectly by the employee, officer or director.
The Companys Corporate Governance Guidelines require that a substantial majority of the Companys directors be independent. The NYSE listing standards require that a majority of the Companys 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 directors independence status. These Director Independence Standards are consistent with the NYSE listing standards. The Director Independence Standards are posted on the Companys Web site at www.hormelfoods.com under Investors - Corporate 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:
The Board of Directors also has determined that each of the Companys 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. Lacy, Chairman of the Board, President & CEO of Meredith Corporation, the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company, including transactions through its advertising agencies, and Meredith Corporation, a supplier of the Company. The Board determined that this relationship was not material and did not impair Mr. Lacys independence. In making the independence determination for Mr. Policinski, President & CEO of Land OLakes, Inc., the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Land OLakes, Inc., a supplier of the Company. The Board determined that this relationship was not material and did not impair Mr. Policinskis independence. In making the independence determination for Ms. Smith, President and CEO of Buffalo Wild Wings, Inc., the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Buffalo Wild Wings, Inc., a customer of the Company. The Board determined that this relationship was not material and did not impair Ms. Smiths independence. In making the independence determination for Mr. White, President, West Division of 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. Whites independence. The dollar amount of the Companys transactions with Meredith Corporation, Land OLakes, Inc., Buffalo Wild Wings, Inc. and Comcast Corporation are below the thresholds for commercial transactions under the independence criteria in the NYSE listing standards.
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 eight meetings during fiscal 2016. 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 2016.
* Committee Chair
(1) Elsa A. Murano moved from the Audit Committee to the Governance Committee and Dakota A. Pippins moved from the Governance Committee to the Audit Committee effective at the end of the November 23, 2015 Board meeting.
(2) Christopher J. Policinski moved from the Audit Committee to the Governance Committee and Gary C. Bhojwani moved from the Governance Committee to the Audit Committee effective at the end of the September 26, 2016 Board meeting.
Each of the Audit, Compensation and Governance Committees has adopted and operates under a written charter. These charters may be found on the Companys Web site at www.hormelfoods.com under Investors - Corporate 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;
· 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;
· Understand the Companys key areas of risk and assess the steps management takes to manage such risk; and
· Oversee the Companys Code of Ethical Business Conduct, including assessment of the steps management takes to assure the Companys compliance with all applicable laws and regulations and corporate policies.
Compensation Committee - The duties of the Compensation Committee include the following:
· Establish compensation arrangements for all officers of the Company;
· Engage a compensation consultant to review the Companys 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 Companys directors; and
· Establish investment policies for the Companys 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 a member of the Board for election as Lead Director;
· Review the Companys executive succession plans;
· Periodically assess the Companys Corporate Governance Guidelines, as well as the Companys adherence to them;
· Monitor the Companys sustainability, environmental, and corporate social responsibility activities;
· Evaluate objectives and policies regarding the Companys management of its human resources; and
· Oversee the annual evaluation of the Board.
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 Companys risks globally, and develop steps to mitigate and manage risks. The Board receives regular reports on the ERM process.
The Boards 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 Companys 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 and legal and regulatory compliance. The Audit Committee has oversight of the Companys internal audit function and the Companys 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.
The Company encourages, but does not require, its Board members to attend the Annual Meeting of Stockholders. Last year fifteen directors of the Company attended the Annual Meeting of Stockholders.
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.
In fiscal 2016, the Company provided the following elements of compensation to nonemployee directors:
· Annual retainer of $70,000;
· Additional retainer of $25,000 per year for Lead Director;
· Additional retainer of $15,000 per year for chair of the Audit and Compensation Committees;
· Additional retainer of $10,000 per year for chair of the Governance Committee;
· Meeting fee for each committee meeting of $1,000 for attendance in person or $500 for attendance by telephone (no meeting fees are paid for attendance at Board meetings); and
· An award of restricted shares of Company common stock having a fixed 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 earlier of the day before the date of the Companys next annual stockholders meeting or the first anniversary of the award.
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.
Newly elected nonemployee directors 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 will expire upon the earlier of the day before the date of the Companys next annual stockholders meeting or the following February 1.
The NYSE closing price of the Companys stock was $41.01 on February 1, 2016 (as adjusted for the two-for-one stock split distributed on February 9, 2016). This price resulted in an award of 3,902 restricted shares of Company common stock (on a post stock split basis) to each nonemployee director on that date.
The awards of restricted shares on February 1, 2016 were made pursuant to the terms of the stockholder-approved 2009 Long-Term Incentive Plan. Each nonemployee director and the Company entered into a Restricted Stock Award
Agreement consistent with the 2009 Long-Term Incentive 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 Companys Nonemployee Director Deferred Stock 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 Companys 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 companies which is used to evaluate executive compensation. See How Annual Compensation Decisions are Made on page 23 for a list of these peer companies. The Committee reviews the consultants report of competitive director compensation and determines whether to recommend to the Board a change in the Companys 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 Committees current policy is to review nonemployee director compensation every other year. After this process was completed in late 2014, no changes were made to the Companys nonemployee director compensation policy. The next review of nonemployee director compensation is scheduled to take place in early 2017.
The fiscal 2016 compensation of our nonemployee directors is shown in the following table.
(1) Consists of annual retainer, additional retainer for Lead Director and committee chairs, and meeting fees. Includes amounts voluntarily deferred under the Companys Nonemployee Director Deferred Stock Plan.
(2) Consists of the aggregate grant date fair value of restricted stock awarded to each nonemployee director in fiscal 2016, 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, 2016 received a grant of 3,902 shares of restricted stock (as adjusted for the two-for-one stock split distributed on February 9, 2016). The grant date fair value is based on the NYSE closing price of our common stock on the grant date, which was $41.01 on February 1, 2016 (as adjusted for the two-for-one stock split distributed on February 9, 2016).
(3) As of October 30, 2016, nonemployee directors held the following number of unexercised stock options and unvested shares of restricted stock (rounded to the nearest full share):
(4) Consists primarily of dividend equivalents paid on stock units under the Companys Nonemployee Director Deferred Stock Plan. Also includes matching gifts to educational institutions made by the Company on behalf of directors as follows: Mr. Lacy - $10,000; and Mr. Nakasone - $10,000. This matching gift program is available to all full-time and retired employees and directors of the Company.
The Audit Committee oversees the Companys 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 Companys 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 Companys fiscal year 2016 audited financial statements with management and with Ernst & Young LLP (Ernst & Young), the Companys independent registered public accounting firm. The Audit Committee also has discussed with Ernst & Young the matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16, Communications with Audit Committees.
The Audit Committee has received from Ernst & Young the written disclosures and the letter required by the PCAOB in Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding Ernst & Youngs 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 2016 audited financial statements be included in the Companys Annual Report on Form 10-K for the year ended October 30, 2016, for filing with the SEC.
The following table shows aggregate fees billed to the Company for fiscal years ended October 30, 2016 and October 25, 2015 by Ernst & Young, our independent registered public accounting firm.
Audit Fees - Audit fees are for audit of the Companys financial statements and the audit of internal control over financial reporting for fiscal years 2016 and 2015. Audit fees also include reviews of the financial statements included in the Companys 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.
Audit Committee Preapproval Policies and Procedures
The Audit Committee has adopted policies and procedures requiring preapproval of audit and nonaudit services provided to the Company by the independent registered public accounting firm. The Committee preapproved all of the services performed by Ernst & Young during fiscal years 2016 and 2015. The Audit Committee approves all audit and nonaudit fees in advance at each quarterly meeting.
ITEM 2 RATIFICATION OF APPOINTMENT OF
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 29, 2017. Ernst & Young has served as the Companys public auditors since 1931.
At the annual meeting, stockholders will be asked to ratify the appointment of Ernst & Young as the Companys independent registered public accounting firm for the fiscal year ending October 29, 2017. Stockholder approval of this appointment is not required. The Board is requesting ratification in order to obtain the views of the Companys stockholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young are expected to be present at the 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 Companys common stock, as of December 2, 2016, is shown below:
(1) The Hormel Foundation (Foundation) holds 27,544,172 of such shares as individual owner and 228,888,944 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, Gary J. Ray, retired President Protein Business Units of Hormel Foods; Vice Chair, Bonnie B. Rietz, former Mayor of the City of Austin; Secretary, Steven T. Rizzi, Jr., Attorney, Austin; Treasurer, Jerry A. Anfinson, retired Certified Public Accountant, Austin; Lt. David D. Amick, Commanding Officer, The Salvation Army of Austin; Dr. Adenuga Atewologun, President, Riverland Community College; Diane B. Baker, Executive Director, United Way of Mower County, Inc.; Dr. Mark R. Ciota, President and Chief Executive Officer of Mayo Clinic Health System-Albert Lea and Austin; Thomas J. Dankert, Finance Director of the City of Austin, representing the City of Austin; Dr. Zigang Dong, Executive Director, The Hormel Institute, Austin, representing the University of Minnesota, Hormel Institute; Jeffrey M. Ettinger, Chairman of the Board of Hormel Foods; Craig W. Johnson, Attorney, Austin; Joel W. Johnson, retired Chairman of the Board of Hormel Foods; Randall J. Kramer, Certified Financial Planner, Austin; David M. Krenz, Superintendent of Austin Public Schools; Tedd M. Maxfield, Executive
Director, YMCA of Austin; Richard R. Pavek, Executive Director, Cedar Valley Services, Inc., Austin; Larry J. Pfeil, retired Vice President of Hormel Foods; and Michael C. Ruzek, Board Chair, Austin Area Foundation.
SECURITY OWNERSHIP OF MANAGEMENT
Information as to beneficial ownership of the Companys common stock by directors, nominees, executive officers of the Company named in the Summary Compensation Table on page 25, and all directors and executive officers of the Company as a group as of December 2, 2016, is shown below:
* 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 Companys 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 2, 2016.
(3) Includes the following number of shares of the Companys common stock beneficially owned by members of their respective households: Mr. Binder 336,924; Mr. Ettinger 2,101; Ms. Feragen 70,200; and Mr. Morrison 60,480.
(4) 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 Companys Joint Earnings Profit Sharing Trust for the benefit of participants.
(5) Does not include any shares owned by The Hormel Foundation. Mr. Ettinger is a member of the Board of Directors of the Foundation. Mr. Ettinger disclaims beneficial ownership of all shares owned by the Foundation.
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 Companys Annual Report on Form 10-K for the fiscal year ended October 30, 2016.
The Compensation Committee of the Board of Directors establishes and administers the compensation and benefit programs for executive officers. The Compensation Committee consists exclusively of nonemployee, independent directors. The Committee uses a compensation consultant, Pearl Meyer, to provide compensation advice independent of Company executives. The Committee determined the consultants work did not raise any conflict of interest. Pearl Meyer does not provide any additional consulting services to the Company. The Committee and its consultant work with senior management to implement and monitor the programs the Committee approves.
The Companys executive compensation programs are designed to achieve two primary goals:
· Attract and retain highly qualified executive officers; and
· Incent the behavior of executive officers to create stockholder value.
These two goals are achieved by providing a competitive total compensation program that offers competitive fixed pay (i.e., base salary and benefits) along with variable, performance-based pay designed to reward performance.
Total compensation for executive officers is leveraged toward incentive compensation rather than base salary. Incentive compensation is comprised of both short-term and long-term incentives. An appropriate balance of short-term and long-term incentives assures executive officers are properly balancing the need for consistent annual performance with the need for improved performance over a multi-year timeline. This compensation balance provides both downside risk and upside opportunity for reward based on Company performance.
The Companys target pay positioning reflects the strong pay-for-performance philosophy. The Compensation Committee considers several factors in its review and approval of overall target compensation, including individual experience and performance, internal parity, competitive pay levels, and competitive performance. In addition to reviewing target pay levels, the Committee also considers the range of potential payouts under the various plans as well as the performance/payout time horizon. As indicated in the table below, target pay levels and incentive plan leverage are designed to create alignment between actual relative pay and relative performance. The Committee believes this strategy has allowed the Company to attract and retain a skilled, experienced management team, including the named executive officers (NEOs) listed in the Summary Compensation Table on page 25, that has delivered strong, consistent financial performance and returns to stockholders.
At the 2015 Annual Meeting of Stockholders, the Company provided stockholders an advisory vote on executive compensation. The stockholders approved, on an advisory basis, the compensation of the Companys NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Companys 2015 annual meeting proxy statement. The vote was 208,692,598 shares For (95.52% of the shares voted), 3,004,891 shares Against (1.38% of the shares voted), and 6,775,118 shares Abstain (3.10% of the shares voted).
The Committee took into account the result of the stockholder vote in determining executive compensation policies and decisions since that vote. The Committee viewed the vote as an expression of the stockholders general satisfaction with
the Companys current executive compensation programs. While the Committee considered this stockholder satisfaction in determining to continue the Companys executive compensation programs for fiscal 2016 and 2017, decisions regarding incremental changes in individual compensation were made in consideration of the factors described below.
Consistent with the stockholders preference expressed in voting at the 2011 Annual Meeting of Stockholders, the Companys Board of Directors determined that an advisory vote on the compensation of the Companys NEOs will be conducted every two years. Following the stockholder advisory vote at this meeting (see item 3 on page 32), the next such vote would take place at the 2018 Annual Meeting of Stockholders if the vote is to be held every year as recommended by the Board. The Board will take into account the result of the stockholder advisory vote on the frequency of the vote on NEO compensation at this meeting (see item 4 on page 33) when determining the frequency of future advisory votes.
Executive officer compensation consists of six parts:
· Base Salary;
· Operators Share Incentive Compensation Plan;
· Annual Incentive Plan;
· Long-Term Incentives;
· Stock Incentives; and
· Benefits and Perquisites.
Base salary levels are the fixed portion of the executive compensation package. Base salary levels typically represent less than 40% of an executive officers total direct compensation. Salary levels are based on a combination of factors. These factors include competitive pay levels, the executives experience and tenure, the executives responsibilities, the executives performance and the Companys overall annual budget for merit increases. In keeping with the Companys desire for a performance-oriented pay program, base salaries are generally below competitive median levels.
Why Operators Shares?
The Hormel Foods Corporation Operators Share Incentive Compensation Plan (Operators Share Plan) is a short-term incentive. The basic concept of the Operators Share Plan structure has been in place since 1932.
This annual cash incentive plan rewards employee participants for Company financial performance, as measured by earnings per share (EPS). The concept behind the Operators Share Plan is that as the EPS of the Company rises over time, so too the executives compensation rises. Improved EPS, over time, results in an increase in the stock price, which improves stockholder value.
How the Plan Works
Upon initial eligibility for plan participation, an employee receives a grant of Operators Shares. Operators Shares are phantom units, not actual shares of stock or the right to receive the value of stock. Operators Shares represent the right to receive cash compensation under the Operators Share Plan.
Grants of Operators Shares to executive officers are determined by the Compensation Committee. Operators Shares are awarded at a level that results in competitive total annual cash compensation relative to market pay levels, taking into consideration length of service and performance.
During the year, participants receive dividend equivalents. These are cash payments equal to declared dividends multiplied by the number of Operators Shares held.
Following the end of each fiscal year, the Company calculates each participants Operators Share Plan award. This is done by multiplying the Companys annual EPS by the number of Operators Shares identified for that participant. This award is decreased by the total amount of dividend equivalents paid during the year to determine the final Operators Shares payment.
The Hormel Foods Corporation Annual Incentive Plan (AIP) is a short-term incentive. The AIP is an annual cash incentive program that rewards participants for the Companys financial performance. The AIP rewards achievement of profit objectives and the wise use of assets. The Committee believes the AIP further aligns performance pay to key drivers of the Companys financial success.
How the Program Works
Payout under the AIP is based on the achievement of financial goals in relation to the Companys annual operating plan approved by the Board of Directors. The Chief Executive Officers goal is based on earnings before interest and taxes (EBIT) for the consolidated Company. Participants who are heads of one of the Companys segments (Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and International & Other) will have their goal weighted, with one-half based on segment profit for their particular segment and one-half based on EBIT for the consolidated Company. All other NEOs have their goal based on EBIT for the consolidated Company.
Performance goals for EBIT and segment profit are based on the annual operating plan approved by the Board of Directors. The Committee has authority to modify the performance goal at the beginning of the year to provide for adjustments for certain non-recurring items, and to exercise negative discretion when measuring performance after year-end. For fiscal 2016, the Committee defined the EBIT goal at the beginning of the year to exclude unusual events that negatively affected the Companys EBIT and retained its negative discretion to adjust the payout downward. As a result, the calculation of fiscal 2016 Total Company EBIT and segment profit for Grocery Products excluded certain non-recurring items in order to ensure the equitable comparability of the performance to the goal. Such items consisted of charges related to the sale of the Diamond Crystal Brands business, results attributed to the acquisition of the Justins business, and adjustments for inventory values at CytoSport and a capital investment in China.
Target award amounts under the AIP will vary based on the participants position within the Company, and are determined by the Compensation Committee. Performance levels at threshold, target, and maximum, and their associated payout levels are established at the beginning of the fiscal year. Payouts are a percentage of target as follows:
Awards are interpolated for EBIT and segment profit between the discrete percentages.
The AIP modifier is a secondary measure applied to the AIP award.
· For most participants, including all of the NEOs, the modifier is based on asset management. Asset management is calculated as the average measured assets employed (including accounts receivable, inventories, prepaid expenses, intangible assets, property, plant & equipment, investments, and other assets) as a percentage of the annual operating plan. The asset management modifier may increase or decrease the payout based on EBIT/segment profit, but cannot zero it out. Asset management within 95% to 105% of the plan will have no impact on the payout. Asset management below 95% of the plan will increase the payout by 20%. Asset management above 105% of the plan will decrease the payout by 20%.
· The Committee has authority to modify the performance goal at the beginning of the year to provide for adjustments for certain non-recurring items, and to exercise negative discretion when measuring performance after year-end. As a result, the measurement of asset management for Total Company and Grocery Products excluded the assets attributed to the Justins business acquired during the year and the Diamond Crystal Brands business sold during the year, and the Committee further exercised its negative discretion to exclude capital not spent due to delays in construction of the China plant.
The maximum payout under the AIP is 200% of the target incentive. The Compensation Committee retains discretion to reduce the amount of any award payout.
Upon initial eligibility for AIP participation, an employee receives a target annual incentive. Following the end of each fiscal year, the Company calculates each participants AIP award. The calculation is as follows:
1. The EBIT/segment profit payout as a percentage of target is calculated first. This is done by utilizing the payout table described above.
2. The AIP modifier portion of the award is then calculated. This is done utilizing the AIP modifier procedure described above.
3. The EBIT/segment profit payout as a percentage of target is multiplied by the AIP modifier resulting in the AIP payout percentage.
4. The target incentive is multiplied by the AIP payout percentage resulting in the AIP award.
For example - CEO AIP award calculation for fiscal 2016:
· Mr. Ettingers target incentive is $1,450,000
· Total Company EBIT payout based on performance
x Total Company asset management modifier performance
= AIP payout percentage of 155.0%
· Mr. Ettingers AIP award is:
$1,450,000 target incentive x 155.0% = $2,247,500
The fiscal 2016 AIP payout percentage varied for the NEOs, based upon the Total Company results or their segment results, as follows:
Total Company and the Refrigerated Foods, Grocery Products and Jennie-O Turkey Store segments surpassed their EBIT/segment profit goal for fiscal 2016. Total Company and all segments met their asset management goals. The resulting payout percentages represent this performance. While the actual results for Refrigerated Foods would lead to a payout greater than 200%, the AIP has a cap of 200%.
The Total Company EBIT goal for fiscal 2016 was $1,202,100,000. The Total Companys actual EBIT performance was $1,323,430,000, which was adjusted to $1,334,474,000 for the non-recurring items described above, resulting in 111% achievement of the EBIT goal. The Total Company asset goal for fiscal year 2016 was $5,366,938,000. The Total Companys actual average measured assets employed, excluding measured assets attributed to the acquired Justins business, the sold Diamond Crystal Brands business and the China plant construction delay, were $5,276,514,000, resulting in 98% achievement of the goal. Since the actual achievement fell within the 95% to 105% range, no payout modifier was applied.
SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company. The quantitative factors identified below are all maintained by the Company as confidential and proprietary information. The Compensation Committee believes disclosure of such information would result in competitive harm to the Company. Such harm would be caused by factors including the following:
· Segment profit targets and results are competitively sensitive information that the Company does not publicly disclose; and
· Segment asset management targets and results are competitively sensitive information that the Company does not publicly disclose.
The target-level goals can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance.
Why Long-Term Incentives?
The Hormel Foods Corporation 2009 Long-Term Incentive Plan (LTIP) is administered by the Compensation Committee and is utilized for the Companys long-term compensation programs. The LTIP allows the Compensation Committee to grant Company executive officers different types of performance awards conditioned on achievement of
objective performance goals. LTIP performance awards are designed to provide a small group of key employees selected by the Committee with an incentive to maximize stockholder value. LTIP performance awards granted in fiscal 2016 provide an additional incentive opportunity based on the Companys long-term Total Shareholder Return performance compared to its peers. The Committee feels that the relative performance nature of these LTIP awards balances the absolute performance of the stock options, and recognizes the cyclicality of the business. In other words, if the Company underperforms versus peers in a very strong market, the options may be valuable, but the LTIP awards will be worthless. Conversely, if the Company outperforms its peers in a very weak market, the options may be worthless, but the LTIP awards would generate a reward.
How the LTIP Awards Work
Total Shareholder Return measures the increase in stock price, assuming reinvested dividends. Each participant, including the NEOs, is given a target dollar award opportunity for the three-year performance period. In selecting participants, and the amount of cash incentive which can be earned by each participant, the Compensation Committee considers various factors. These factors include the nature of the services rendered by the employee, his or her present and potential contributions to the success of the Company, and the LTIP award as a component of competitive total compensation based on market data.
LTIP award opportunities are typically granted annually. This was the case in July 2016, when LTIP performance awards were granted. Since the performance cycle for each award is three years, participants can have up to three annual overlapping three-year LTIPs active at any time. If, during any three year performance cycle, a subsequent target award is increased or decreased due to a promotion or other job change, that increase or decrease will be applied to any existing target awards as of the subsequent awards effective date.
If the Companys actual Total Shareholder Return for the three-year period is at the 50th percentile of the peer group, then participants earn the target award. If the Companys actual Total Shareholder Return ranks highest among the peers, then the award payout equals three times the target opportunity. No award is paid unless actual Total Shareholder Return is above the 25th percentile of the peers. Awards will be interpolated for Company performance between the discrete points. The Compensation Committee retains discretion to reduce the amount of any award payout. The peer group consists of 24 publicly traded companies in the food industry, listed below.
See footnote 5 to the Summary Compensation Table on page 25 for LTIP performance and the payout made in fiscal 2016.
The LTIP also allows the Committee to grant different types of equity awards, including stock options, restricted stock and other stock-based awards. In general, the Committee uses stock options as the primary form of annual equity award. The Committee favors stock options because the option structure focuses executives on continued stock price improvement. Stock option grants typically vest equally over a four year period and have a term of ten years. This extended vesting period and term encourage executives to weigh how business decisions made in the near-term affect the Companys long-term stock price performance.
The Compensation Committee also has built a safeguard into administration of the plan. Stock options are granted annually, effective as of the first Tuesday of December, except for stock option grants to the CEO. This practice ensures that option grant dates cannot be manipulated for a more favorable strike price. The Committee determined to make the CEOs stock option grants effective the same date as the nonemployee directors restricted share grants, February 1. This date was chosen as it is a fixed date which falls shortly after conclusion of the annual CEO evaluation process. Options are always granted at the market price of the Companys stock at the date of grant. Options thus provide compensation to the optionee only to the extent the market price of the stock increases between the date of grant and the date the option is exercised. Options are intended to provide long-term compensation tied specifically to increases in the price of the Companys stock, thereby aligning the financial interests of executives and stockholders.
The Companys officers are expected to hold Company stock with a value equivalent to 1.5 to 5 times their five-year average annual base salary, depending on position. See Stock Ownership Guidelines on page 8 for more information on the Companys stock ownership guidelines, as well as the Companys pledging and hedging policies. Once officers achieve their stock ownership guidelines, there are no other stock holding requirements.
How Awards are Determined
The Compensation Committee determines, with the assistance of its outside consultant, the amount of options to be granted to executive officers, including the CEO. The CEO adds his input and recommendations regarding grants to executives (other than himself) and other eligible employees. The Committee reviews such recommendations and determines all final option grants to all eligible employees.
Option awards generally reflect the Compensation Committees assessment of the influence an employees position has on stockholder value. The number of options awarded may vary up or down from prior year awards based on the level of an individual executive officers contribution to the Company in a particular year, determined in part on the recommendation of the CEO. The Committees determination of option grants in fiscal 2016 and in past years took into consideration a number of factors. These factors include past grants to the individual, total compensation level (relative to other executives and relative to market data), contributions to the Company during the last completed fiscal year, potential for contributions in the future, and as a component of competitive total compensation based on market data.
The Committee has adopted a clawback policy which provides for recoupment of incentive compensation in certain circumstances. If the Company restates its reported financial results for reasons other than a restatement required by a change in applicable accounting standards, the Board will review the bonus and other awards made to the executive officers based on financial results during the period subject to the restatement and, to the extent practicable under applicable law, the Company will seek to recover or cancel any such awards which were awarded as a result of achieving performance targets that would not have been met under the restated financial results.
The Company maintains noncontributory defined benefit pension plans covering substantially all salaried employees. Pension benefits for salaried employees are based upon the employees highest five years of compensation (as described below) of the last ten calendar years of service and the employees length of service.
The Salaried Employees Pension Plan (Pension Plan) provides an annual pension benefit based on the base benefit and supplemental benefit. The base benefit is 0.95% of the average annual compensation multiplied by the years of benefit service, limited to 40 years, at retirement. The supplemental benefit is 0.65% of average annual compensation less covered compensation multiplied by the years of benefit service, limited to 35 years. Average annual compensation is the average of the highest five years of compensation of the last ten completed calendar years at retirement. For this purpose, annual compensation consists of base salary, Operators Share Plan payments and Annual Incentive Plan payments. Covered compensation is derived from a published table based on year of birth that averages the maximum social security wage bases during the participants working life.
The earliest eligible retirement age is 55 years, after completion of 15 years of service. The base benefit is discounted 0.5% for every month retirement occurs before age 62. However, an employee may retire with 30 years of service after attaining age 60 and avoid the discount on the base benefit. The supplemental benefit is multiplied by an adjustment factor which increases from 0.48 at age 55 to 1.00 at age 65.
The Pension Plan was amended in fiscal 2011 to change the benefit formula effective January 1, 2017. Pension benefits will continue to be based on average annual compensation and utilize covered compensation as a supplemental benefit. The base benefit will be an 8% or 10% credit for each year of service after January 1, 2017. If the sum of the employee age and years of service as of the beginning of the plan year is 75 or less, the employee receives an 8% base pay credit. If it is greater than 75, the employee receives a 10% base pay credit. An annual supplemental credit of 4% for each year is included if average annual compensation is greater than covered compensation at termination of employment.
At termination of employment, the sum of the base pay annual credits is multiplied by the average annual compensation with the result being the base portion of the pension benefit. The sum of supplemental credits is multiplied by the result of the average annual compensation minus covered compensation with the result being the supplemental portion of the pension benefit. The pension benefit is payable in a lump sum or an annuity at the choice of the participant. The earliest retirement age and discount factors were not changed for current participants.
The match in the Companys Tax Deferred Investment Plan A - 401(k) (401(k) Plan) covering these employees increased effective October 31, 2016 in conjunction with this modification.
Why have a SERP?
The Hormel Supplemental Executive Retirement Plan (SERP) provides an annual pension benefit to a select group of management, including all NEOs, based on the same pension formula as the Pension Plan. The SERP bases the benefit on compensation that is not allowable in the Pension Plan. Such compensation includes amounts over the qualified plan compensation limit, currently $270,000, restricted stock awards, and deferrals to nonqualified deferred income plans. Rather than adding a different measure of value, the SERP merely restores the value executives lose under the Pension Plan (described above) due to government limitations.
Why have a NQDCP?
In the same way that the SERP eliminates the government-imposed limitations on the Pension Plan, the nonqualified deferred compensation plan, the Executive Deferred Income Plan (NQDCP), eliminates the government-imposed limitations on the 401(k) Plan. The Companys NQDCP permits eligible employees, including all NEOs, to annually defer certain compensation. This compensation includes base salary, Operators Shares dividend equivalents and year-end payments, AIP payments, and long-term incentive payments. Effective October 31, 2016, the Company will make contributions on behalf of participants for 401(k) match amounts which could not be contributed to the 401(k) Plan because of government-imposed limitations. The Company also may make discretionary contributions to the participants deferral accounts.
Deferrals of cash compensation are credited with deemed investment gains and losses. Similar to a 401(k) plan, the participant may choose from a number of investments, none of which provide above-market interest rates. Payments under the NQDCP are made on the date(s) selected by each participant in accordance with the terms of the plan or on such other date(s) as specified in the plan. Payments relating to deferrals of cash compensation are paid in cash.
In connection with the NQDCP, the Company has created a grantor trust, commonly known as a rabbi trust. The Company is under no obligation to further fund this trust and would do so only at its discretion. The assets of the trust are intended to be used to pay benefits under the plan, but the assets of the trust are subject to the claims of general creditors of the Company.
The Compensation Committee believes that the SERP and the NQDCP together provide a competitive retirement package for executives that is consistent with the retirement benefits provided to all Company employees.
Why have a SIPE?
The Hormel Survivor Income Plan for Executives (SIPE) is provided in addition to the life insurance plan which is available to all salaried employees. As with the qualified pension plans, there are limits on the levels of insurance provided under the broad-based plan. The Company offers the SIPE to provide a death benefit commensurate with the income levels of the participants. The SIPE is available to a designated group of management employees, including all NEOs.
The SIPE pays a benefit to the employees spouse or dependent child of 60% of average salary (based on a five-year average) for up to 20 years if the eligible employee died while actively employed. If the payment is made to a beneficiary instead of a spouse or dependent child, the maximum duration is five years (for participants joining the SIPE in 2000 or after) or 20 years (for participants joining the SIPE prior to 2000). If the eligible employee died after retirement, payment to the spouse or dependent child is 1% per year of service up to 40% of average salary for 15 years. If the payment is made to a beneficiary, not to a spouse or dependent child, the maximum duration is five years (for participants joining the SIPE in 2000 or after) or ten years (for participants joining the SIPE prior to 2000). The SIPE was amended in fiscal 2009 to discontinue the post-retirement benefit for new officers effective on or after October 26, 2009.
The Company provides limited perquisites to its executive officers. The Company maintains two corporate aircraft, but executive use of the aircraft is strictly limited to business purposes.
The Company maintains a condominium in Vail, Colorado. The condominium is made available to members of senior management as a vacation destination. The taxable value of the use of this property is charged as taxable income to the employee, in accordance with IRS regulations.
The Company provides cars to executive officers. Due to business travel needs, the Company has chosen to provide a Company car in lieu of paying mileage for the use of a personal vehicle. The annual taxable value of the vehicle is charged as taxable income to the employee, in accordance with IRS regulations.
The Company provides a designated group of managers, including executive officers, an annual medical physical. Assuring these key managers are in good health minimizes the chance business operations will be interrupted due to an unexpected health condition.
In connection with Ms. Feragens retirement, the Compensation Committee granted her 14 years of deemed service credit prior to her employment by the Company for the purpose of determining what premium or other contribution Ms. Feragen must make as a condition of receiving post-termination medical benefits, and what premium or other contribution Ms. Feragens surviving spouse and dependents must make as a condition to receiving survivor health benefits. The sole impact was to grant Ms. Feragen and her surviving spouse and dependents access to retiree health care benefits at a reduced premium or other contribution.
The Compensation Committee reviews and approves recommendations for pay changes for the CEO, each of his 10 direct reports and a group of 24 additional officers who hold key positions within the Company. Each year, the Committee asks its outside consultant to update the competitive analysis for each of these positions.
For the NEOs, the consultant develops market consensus data using both a peer group of companies similar to the Company in size and industry (listed below) and a combination of several compensation surveys. The use of peer group data (1) provides the Compensation Committee with more specific information regarding market practices than is available from surveys and (2) allows the Committee to compare the Companys relative pay positioning in relation to the Companys relative performance positioning to ensure a proper pay-for-performance alignment. The use of survey data (1) provides information based on specific position responsibilities rather than pay level and (2) provides pay information for positions that fall below the NEOs. The consultant works with the Companys Senior Vice President of Human Resources to ensure a proper understanding of the roles, responsibilities and revenue scope of each position reviewed.
The companies in this Pay and Performance Peer Group are different than the LTIP Peer Companies because the purpose of each list is different. The Pay and Performance Peer Group consists of food companies which are more similar in size to the Company. This makes them a better match to use for compensation comparison purposes. The LTIP Peer Companies are a broader group of food companies which are publicly traded, allowing for determination of relative total shareholder return performance. Since total shareholder return is not dependent on company size, a broader group of companies can be included. This broader group assures there will be a sufficient number of comparison companies at the end of the three-year LTIP performance cycle if some of the companies are eliminated by acquisition, bankruptcy, or similar events. Each year the Committee reviews the Pay and Performance Peer Group and the LTIP Peer Companies with input from the consultant and approves any changes.
Upon completing the competitive analysis, the consultant provides the Compensation Committee with a report of the relative pay and performance findings. Based on the results of this analysis, the Committee discusses strategic goals for the program and establishes broad parameters for annual pay decisions, including desired changes in overall pay mix. The consultant then works with the CEO and the Senior Vice President of Human Resources to develop an initial set of recommendations for annual pay decisions, consistent with the guidelines established by the Committee. The consultant presents preliminary recommendations to the CEO and Senior Vice President of Human Resources based on each
executives market positioning and relative internal positioning. The CEO and Senior Vice President of Human Resources then modify those recommendations based on their assessment of each individuals performance and contribution. The initial results are then submitted to the Committee for review and discussion. Based on the Committee discussion, modifications are made to the initial recommendations and the Committee approves the final recommendations at a subsequent meeting. The CEO does not participate in the Committees process for establishing the CEOs compensation.
For fiscal year 2016, the Compensation Committee approved salary increases and changes to Operators Shares grants, AIP award target amounts, LTIP award target amounts and stock option grants for the NEOs and other key executives. The resulting fiscal 2016 compensation levels for the NEOs are detailed in the Summary Compensation Table on page 25 and the supporting tables that follow. At target performance, each NEOs total direct compensation (total cash compensation plus long term compensation) will be between the 50th and 75th percentile of market consensus data.
The Compensation Committee considers the positioning of NEO compensation appropriate in light of the experience, expertise, responsibilities and performance of these five individuals.
Compensation decisions for our executive officers are made with full consideration of the tax implications, including deductibility under Section 162(m) of the Internal Revenue Code. Section 162(m) limits the deductibility of compensation paid to certain executive officers in excess of $1 million annually, but excludes performance-based compensation from this limit.
Our stockholders have approved the Companys Operators Share Plan and LTIP for the purpose of permitting awards under those plans to qualify as performance-based compensation under Section 162(m). The Compensation Committee generally intends for compensation awarded under those plans to be deductible, except for dividend equivalents paid under the Operators Share Plan. Such dividends may not be deductible in full for any NEO in a given year. The Compensation Committee reserves the right to make other compensation payments that do not qualify as performance-based compensation under Section 162(m) when the Compensation Committee determines it advisable to do so to properly incentivize our executive officers.
In making decisions regarding compensation program design and pay levels, our Compensation Committee and senior management consider many factors, including any potential risks to the Company and its stockholders. Although a significant portion of our executives compensation is performance-based and at-risk, we believe the Companys compensation plans are appropriately structured and are not reasonably likely to have a material adverse effect on the Company.
Senior management, with the oversight of the Committee, implements and administers the compensation program for all employees of the Company other than the executive group.
The Committee, with the assistance of its independent outside consultant, oversees all aspects of the executive compensation program including:
· Approval of the companies included in the peer group for comparison purposes;
· Review and approval of threshold, target and performance goals for short- and long-term incentives;
· Approval of all equity grants; and
· Approval of all pay actions for senior executives (currently 35 incumbents).
Specifically, the Committee notes the following design features that mitigate potential risk:
1. Our short-term variable pay consists of two programs that provide a strong balance of performance measures:
· The Operators Share Plan rewards absolute Company-wide EPS performance. The plan ties all participants to the results of the total Company and the award levels are not subject to budget negotiations;
· The AIP rewards the achievement of operating income and asset management relative to Committee-approved goals;
§ The inclusion of asset management discourages decisions designed to boost short-term results;
§ Including both Company-wide and division measures creates a balance between focus on overall results and a tangible pay-for-performance relationship for division executives; and
§ The cap on annual payouts mitigates the risk of excessive rewards for temporary, unsustainable results.
2. Our long-term incentive structure consists of two programs that balance absolute and relative shareholder value creation over a multi-year period:
· The LTIP performance awards program rewards relative total shareholder return over a three-year performance period;
§ The relative nature of the measurement mitigates the risk of overpayment for absolute performance that lags industry expectations;
· The Stock Option grants vest over a four-year period and provide reward for the achievement of absolute stock price performance;
§ Multi-year vesting of options mitigates the risk that executives can reap excessive rewards from temporary stock price increases;
· In addition, executives (and directors) are subject to stock ownership guidelines, which require minimum stock holdings for the duration of the executives employment; and
· Further, the multi-year nature of both plans also serves as a retention tool, mitigating the risk of unwanted executive turnover.
3. Executive officers incentive compensation is subject to recoupment in the event of certain financial restatements to recover amounts that would not have been earned based on the restated financial results.
The following tables and narrative disclosure should be read in conjunction with the Compensation Discussion and Analysis, which presents the objectives of our executive compensation and benefit programs. The table below presents compensation for individuals who served as Chief Executive Officer and Chief Financial Officer and for the other three most highly compensated executive officers who were serving as executive officers at the end of fiscal 2016.
(1) Mr. Ettinger was Chief Executive Officer for the entirety of fiscal 2016, retiring from that position at the end of the fiscal year. Ms. Feragen was Chief Financial Officer for the entirety of fiscal 2016, retiring from that position at the end of the fiscal year. Mr. Snee became President and Chief Executive Officer effective October 31, 2016.
(2) Includes amounts voluntarily deferred under the Companys Tax Deferred Investment Plan A - 401(k) and the Executive Deferred Income Plan.
(3) Consists of a discretionary bonus that was paid, in the same amount, to all other eligible employees.
(4) Consists of the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the Black-Scholes valuation model. Assumptions used to calculate these amounts are included in Note A, Summary of Significant Accounting Policies Employee Stock Options, and Note L, Stock-Based Compensation, of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016.
(5) Consists of Operators Share Incentive Compensation Plan and Annual Incentive Plan payments earned during the fiscal year, the majority of which were paid subsequent to fiscal year end, and payouts under the LTIP performance awards, as shown in the table below. For the LTIP performance period June 10, 2013 through June 16, 2016, the Companys Total Shareholder Return was at the 85.7 percentile, resulting in a payout at 185.7% of the target awards. Includes amounts voluntarily deferred under the Executive Deferred Income Plan.
(6) Consists of the annual increase in the actuarial present value of accumulated benefits under the Pension Plan and the SERP. In accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See Pension Benefits on page 30. The NEOs had no above-market or preferential earnings on deferred compensation.
(7) All other compensation, including perquisites and other personal benefits, consists of the following:
(a) Consists of Joint Earnings Profit Sharing distributions for each fiscal year that were authorized and paid subsequent to fiscal year end. Company Joint Earnings Profit Sharing distributions may be authorized by the Board of Directors in its discretion based on Company profits. The total amount of Company distributions declared available to all participants by the Board is allocated in the same proportion as each persons base weekly wage bears to the total base wage for all eligible persons. Distributions to the NEOs are calculated using the same formula as is used for all eligible employees. Distributions to the NEOs include both a contribution to the Joint Earnings Profit Sharing Trust and a Joint Earnings profit sharing cash payment.
(b) Consists of Company matching payments under the Hormel Tax Deferred Investment Plan A - 401(k). This matching payment, in the same amount, is available to all other eligible employees.
(c) Consists of the aggregate incremental cost to the Company of a vehicle provided to the NEO for business and personal use. This cost includes the depreciation expense of the vehicle and insurance, license, fuel and maintenance costs.
(d) Consists of the aggregate incremental cost to the Company of use of a Company-owned condominium in Vail, Colorado. This cost is the total costs of the property allocated between the two units in the condominium and then divided by the number of weeks the units are available for use. Costs of the property include property management, insurance, utilities, remodeling, repairs and property taxes.
(e) Consists of costs of physical medical examinations paid for by the Company.
The following table describes each stock option and non-equity incentive plan award made to each NEO in fiscal 2016.
(1) The Operators Shares column discloses the number of Operators Shares granted to each NEO for fiscal 2016. The target column shows the estimated possible Operators Share payment for fiscal 2016 based on fiscal 2015 EPS of $1.27 (as adjusted for the two-for-one stock split distributed on February 9, 2016). In accordance with SEC rules, this estimated possible payment is based on the previous fiscal years performance since the fiscal 2016 EPS results are not determinable when the award is made at the beginning of fiscal 2016. The actual Operators Share payment earned in fiscal 2016 for each NEO based on fiscal 2016 EPS of $1.64 was paid subsequent to fiscal year end and is included under Non-Equity Plan Incentive Compensation in the Summary Compensation Table on page 25. See Operators Share Incentive Compensation Plan on page 17 for a description of Operators Shares.
(2) Consists of AIP performance awards granted in fiscal 2016. These awards include target amounts and are subject to threshold and maximum payouts under the AIP. The actual AIP payment earned in fiscal 2016 for each NEO was paid subsequent to fiscal year end and is included under Non-Equity Plan Incentive Compensation in the Summary Compensation Table on page 25. See Annual Incentive Plan on page 17 for a description of the AIP and AIP payouts for fiscal 2016.
(3) Consists of stock options granted under the Companys 2009 Long-Term Incentive Plan. The number of securities underlying the stock options and exercise price are as adjusted for the two-for-one stock split distributed on February 9, 2016. These options vest at 25% per year on the anniversary of the grant date. The grant date fair value is included under Option Awards in the Summary Compensation Table on page 25. See Potential Payments Upon Termination on page 31 for a discussion of how equity awards are treated under various termination scenarios.
(4) Consists of LTIP performance awards made in fiscal 2016. The performance period is June 3, 2016 through the 20th trading day after the Companys second fiscal quarter 2019 earnings release, ending June 30, 2019 at the latest. The actual cash amounts payable at the end of the performance period under these LTIP performance awards, if any, cannot be determined because the amount earned will be based on the Companys future performance and the future performance of the peer group. See Long-Term Incentives on page 19 for a description of the LTIP awards and potential payouts for LTIP awards.
The following table summarizes the total outstanding equity awards as of October 30, 2016 for each of the NEOs.
(1) The number of securities underlying all unexercised options and exercise price are as adjusted for the two-for-one stock split distributed on February 9, 2016.
(2) Stock option grants generally vest in four equal annual installments, starting with one-fourth of the grant vesting on the first anniversary of the grant date. The stock options have a term of ten years. The grant date is thus ten years prior to the option expiration date shown in this table. Specific vesting dates are listed in footnote 3 below. See Potential Payments Upon Termination on page 31 for a discussion of how equity awards are treated under various termination scenarios.
(3) The table below shows the vesting schedule for all unexercisable options. These options vest on the anniversary of the grant date in the year indicated. For example, the December 1, 2015 option grant for Mr. Binder vested as to 25,950 shares on December 1, 2016 and will vest as to 25,950 shares on each of December 1, 2017, December 1, 2018 and December 1, 2019.