Table of Contents
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FIRST PAGE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
GENERAL INFORMATION
MEETING ADMISSION
CONDUCT OF MEETING
ITEM 1 – ELECTION OF DIRECTORS
DIRECTOR NOMINEES
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Board Leadership Structure
Code of Ethical Business Conduct
Stock Ownership Guidelines
Board Independence
Board of Director and Committee Meetings
Board Role in Risk Oversight
Policy Regarding Attendance at Annual Meetings
Board Communication
COMPENSATION OF DIRECTORS
AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
Audit Committee Report
Independent Registered Public Accounting Firm Fees
Audit Committee Preapproval Policies and Procedures
ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Overview
Say-on-Pay
Executive Compensation Programs
Base Salary
Operators’ Share Incentive Compensation Plan
Annual Incentive Plan
Long-Term Incentives
Stock Incentives
Clawback Policy
Pension Plan
Supplemental Executive Retirement Plan
Nonqualified Deferred Compensation Plan
Survivor Income Protection Plan
Perquisites
How Annual Compensation Decisions are Made
Tax Deductibility
ANALYSIS OF RISK ASSOCIATED WITH OUR COMPENSATION PLANS
COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs)
Summary Compensation Table
All Other Compensation
Grants of Plan-Based Awards For Fiscal 2017
Outstanding Equity Awards At Fiscal 2017 Year End
Vesting Schedule For Unexercisable Options
Option Exercises For Fiscal 2017
Pension Benefits
Nonqualified Deferred Compensation
Potential Payments Upon Termination
Potential Payments Upon Termination At Fiscal 2017 Year End
ITEM 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
ITEM 4 – APPROVE THE HORMEL FOODS CORPORATION 2018 INCENTIVE COMPENSATION PLAN
EQUITY COMPENSATION PLAN INFORMATION
RELATED PARTY TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
VIEWING AND DELIVERY OF PROXY MATERIALS
STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING OF STOCKHOLDERS
OTHER MATTERS
APPENDIX A – HORMEL FOODS CORPORATION 2018 INCENTIVE COMPENSATION PLAN
FINAL PAGE