Tyson Foods, Inc. (TSN) Earnings Call Transcript & Summary
February 6, 2020
Earnings Call Speaker Segments
John Tyson
executiveWell, good morning, everybody, and if we'll take our seats and get ready for another shareholders' meeting. It's kind of exciting. A lot of things going on and stuff. And so -- and good morning to our friends, and welcome to our guests to the Annual Meeting of the Shareholders of Tyson Foods. We do appreciate the opportunity to look back at what we've accomplished and look forward to what we intend to achieve. This year would mark the 85th anniversary of our company. It's a business my granddad started because he was looking for a better way to provide for his family. I was at the back of the building, upstairs in the conference room, looking out over the town, and I remember that used to be where the feed sack were, 50-pound feed sacks, and I was going, it's kind of changed a little bit, most of it in a positive direction. But each and every day, we're required to solve problems and offering solutions and something I think our family and our company has done for a long time. I believe everyone who's been a part of the evolution of Tyson Foods would be proud of what we have done and what our company has become. And that includes 140,000 team members that are the backbone of this company and the plant communities where we are here in this country and around the world where we support the local communities both by providing jobs and both by providing support into the communities and as we feed millions of people here and around the world. We did start with a certain set of values that remains woven into our cultural DNA as our company operates today. We do strive to do business with integrity. Don't get it right every day, that's what we strive to do. We trust in all that we try to do, and we live a simple culture of taking care of our people. My granddad started that, my dad embraced it along with his management team, and that culture has been passed along into our people who work for us, our customers and our consumers. Today, you'll hear more about our financial performance as a follow-on to our earnings call this morning from our CFO, Stewart, and then you'll hear about the direction of Tyson Foods from our CEO, Noel. But as always, we have the business portion of our meeting. The bylaws of the company specify that the Chairman and the Secretary of the company are the chairman and secretary of the annual meeting. And at this time, the chair recognizes Secretary Read Hudson, who will report on the preparations for our Annual Shareholders' Meeting.
R. Hudson
executiveMr. Chairman, all shareholders were sent a notice of annual meeting and proxy on or about December 20, 2019, which is evidenced by an affidavit from our mail agent. As required by Delaware law, a certified list of shareholders as of the record date of December 9, 2019, is available for inspection in the lobby. Additional voting cards are available for anyone who wish to -- might wish to overrule their previous proxy cards or who might wish to vote if they have not already. If you would like a voting card, please raise your hand. The bylaws of the company also provide for a Proxy Committee of one or more persons designated by the Board of Directors. The Board of Directors has appointed John Tyson and Kevin McNamara as members of the Proxy Committee. Mr. Chairman, I am reporting at the direction of the Proxy Committee that of the total possible shares of 365,375,844 as of December 9, 2019, 323,408,888 shares were voted and represent a quorum at this meeting.
John Tyson
executiveBased upon the report of the company's secretary, I hereby declare that this shareholders' meeting has been properly called and a quorum is present. I do ask that any questions from shareholders be submitted in writing. If you have a question, raise your hand and we will bring you a notepad. When finished, raise the notepad, and we will collect it and give you a written answer within 7 days. At this time, I hereby appoint Brett Johnson as the sergeant at arms and authorize him to appoint deputies to enforce the rules of the meeting, which are in your program. At this time, I need a motion regarding the reading of the minutes of the last Annual Shareholders' Meeting.
Unknown Attendee
attendee[indiscernible]
Unknown Attendee
attendeeI second.
John Tyson
executiveIt has been moved and seconded. We waive the reading of the minutes of the 2019 Shareholders' Meeting. All of those in favor, please signify by a voice vote of yay. [Voting]
John Tyson
executiveAll of those opposed, nay. [Voting]
John Tyson
executiveThe reading of the minutes of the last Annual Shareholders' Meeting will be waived at this time. The next item of order of business, the election of your directors. The nominees were set forth in the proxy statement, and I'd like to introduce this great group of directors that I get to work with each and every day. The nominees for the ensuing year -- and I would ask each of you all to stand as your name is called. Please hold your applause until the end of the introduction. Gaurdie Banister, Dean Banks, Mike Beebe, Mikel Durham, Jonathan Mariner, Kevin McNamara, Cheryl Miller, Jeff Schomburger, Robert Thurber, Barbera Tyson, Noel White and myself, John Tyson. The slate of directors has been nominated as presented. And would the secretary please report the results of the vote regarding the election of your directors?
R. Hudson
executiveMr. Chairman, there were at least 783,831,450 votes cast favoring the election of each nominee presented representing 84.18% of the votes cast, a clear majority votes for the election of the nominees as directors.
John Tyson
executiveWith 84.18% of the votes cast favoring the election of the nominees, I declare the slate of directors elected as nominated. The next item of business is a proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accountant for the year ending October 3, 2020. Would the secretary please report the results of the vote regarding the ratification?
R. Hudson
executiveMr. Chairman, there were 949,997,035 votes cast favoring ratification of selection of PricewaterhouseCoopers LLP as independent registered public accountant representing 99.65% of the votes cast. There were 3,288,695 votes cast against ratification representing 0.34% of the votes cast. Clear majority votes for the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accountant.
John Tyson
executiveWith 99.65% of the votes cast for ratification, I declare the selection of PricewaterhouseCoopers LLP as the company's independent registered public accountant ratified. The next item of business is the proposal to approve on a nonbinding advisory basis the compensation of the company's named executive officers as set forth in the proxy statement. Would the secretary please report the results of the vote regarding this proposal?
R. Hudson
executiveMr. Chairman, there were 913,043,596 votes cast approving the compensation of the company's named executive officers representing 98.10% of the votes cast. There were 17,610,929 votes cast against approval representing 1.89% of the eligible votes. A clear majority votes for approval.
John Tyson
executiveWith 98.10% of the votes cast approving the compensation of the company's named executive officers, I declare that the compensation of the company's named executive officers has been approved. Next item of business is the shareholder proposal regarding corporate lobbying. The chair recognizes a representative of the proponent to present the proposal.
Karen Smith
attendeeFellow shareholders and members of the Board, my name is Karen Smith, and on behalf of the International Brotherhood of Teamsters, I move item 5 asking our company to report on its state and federal lobbying expenditures, including indirect funding of lobbying through trade associations. Transparency and accountability in corporate spending to influence public policy are in the best interest of Tyson shareowners, customers and all stakeholders. Since 2010, Tyson has spent over $15.4 million on federal lobbying activities according to federal disclosure reports. As in previous years, our company claims that the proposal overstates the actual amount paid for lobbying. But this amount reflects what is publicly filed and inaccurately reflects what our company has officially reported. If Tyson's federal lobbying amounts are overstated, is our company's misreporting its federal lobbying? And there is incomplete disclosure about spending at the state level where our company also lobbies. Tyson is required to report its lobbying and already has this information so it could easily provide more complete information to shareholders. Corporations contribute millions to trade associations that lobby indirectly on their behalf without specific disclosure or accountability. Tyson has previously been identified as a member of the U.S. Chamber of Commerce, which is the largest lobbying group in Washington, spending more than $1.5 billion on lobbying since 1998. And Tyson also serves on the Board of the National Chicken Council. Yet Tyson does not disclose its trade association memberships in payment or the portions of these payments used for lobbying. So Tyson shareholders currently have no way to comprehensively know its trade association memberships or the amount of its contributions being used to lobby on its behalf. As shareholders, we believe that companies should ensure there is an alignment between their own positions and their lobbying, including through trade associations. For example, Tyson is committed to protect food safety and worker health and safety, yet the National Chicken Council has lobbied the USDA to increase line processing. Leading proxy voting advisers, ISS and Glass Lewis, both recommended shareholders to vote for it. ISS notes that Tyson does not disclose a comprehensive lobbying policy, its direct and indirect lobbying expenditures or board oversight of its lobbying activities. And Glass Lewis believes Tyson could reasonably expand the disclosure to provide concerning -- it provide concerning indirect lobbying expenditures, specifically those related to payments made to trade associations. We believe disclosure transparency is a safety mechanism for our company and its reputation as what gets disclosed gets managed. Full disclosure of Tyson's lobbying will ensure proper oversight of our company's lobbying. Nearly 47% of Tyson Foods outside shareholders voted for this proposal last year. We urge shareholders to vote for this proposal. Thank you.
John Tyson
executiveWe thank you for your comments. The Board of Directors' statement with respect to this shareholder proposal is set forth in the proxy statement and speaks for itself. Would the Secretary please report the results of the vote regarding this shareholder proposal?
R. Hudson
executiveMr. Chairman, there were 136,313,744 votes cast favoring this shareholder proposal representing 14.65% of the votes cast. There were 794,001,208 votes cast against this shareholder proposal representing 85.34% of the votes cast. A clear majority votes against the adoption of this proposal.
John Tyson
executiveWith 85.34% of the votes cast against this shareholder proposal, I declare that this shareholder proposal has been defeated. The next item of business is the shareholder proposal to prepare a report on human rights due diligence. And the chair at this time recognizes the representative of the proponent to present the proposal.
Unknown Attendee
attendeeGood morning. My name is [ Gina Filata ], and I am here today with Martha Salomaa to move the human rights due diligence proposal filed by the American Baptist Home Mission Society and 12 co-filers. Following years of engagement, proponents offer this proposal a second time to urge Tyson to act on its human rights responsibility. Increased due diligence will strengthen protections for rights holders and help the company proactively manage its risks. Worker dignity, community livelihoods and consumer health are at stake. Tyson workers in Albertville, Alabama reported indescribable throbbing pain from repetitive motion injuries, difficulty breathing from chemical exposure and increasing line speeds. These pressures put food safety and consumer health at risk. Workers have also experienced harassment, discrimination and fear of retaliation. As Tyson expands internationally, new human rights challenges will arise. Martha Salomaa, representing the Sipsey Heritage Commission, will now share her community's experience.
Martha Salomaa
attendeeI'm here to speak about the impact of just one example of Tyson's pollutions. This past summer, a Tyson plant located in Hanceville, Alabama spilled 220,000 gallons of wastewater into the Black Warrior River. By conservative estimates, 170,000 fish were killed. Most of my community, which is in another county and 28 miles downriver, only learned about the spill when we saw thousands of dead and dying fish passing through what we call the forks. The drinking water of my entire county, Walker County, comes from this river. Because of toxins created by this spill, recreational activity halted. We were forced to cancel our annual kayak race out of concern for public safety, negatively impacting our economy. We have no other industry. And this one thing we did have has been taken. We call upon Tyson to consult with my community, Sipsey, Alabama, to address these impacts. We urge all stakeholders to support the human rights resolutions and encourage Tyson to implement this proposal. Thank you.
John Tyson
executiveWe thank the proponents for their comments and they're duly recognized. The Board of Directors' statement with respect to this shareholder proposal is set forth in the proxy statement and speaks for itself. And would the secretary please report the results of the vote regarding this shareholder proposal?
R. Hudson
executiveMr. Chairman, there were 135,654,900 votes cast favoring this shareholder proposal representing 14.58% of the votes cast. There were 794,222,731 votes cast against this shareholder proposal representing 85.41% of the votes cast. A clear majority votes against the adoption of this shareholder proposal.
John Tyson
executiveWith 85.41% of the votes cast against this shareholder proposal, I declare that this shareholder proposal has been defeated. The next item of business is the shareholder proposal regarding a share retention policy, and the chair recognizes a representative of the proponent to present the proposal.
Unknown Attendee
attendee[indiscernible] linking executive compensation with long-term performance is what the New York State Common Retirement Fund shareholder proposal seeks today at Tyson Foods. The fund urges the Compensation Committee of the Tyson Foods' Board of Directors to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs. Please note, this policy would supplement any other share ownership requirements that have been established for senior executives. Thank you.
John Tyson
executiveThank you for your comments. The Board of Directors' statement with respect to this shareholder proposal is set forth in the proxy statement and speaks for itself. And would the secretary please report the results of the vote regarding the proposal?
R. Hudson
executiveMr. Chairman, there were 62,754,889 votes cast favoring this shareholder proposal representing 6.74% of the votes cast. There were 867,952,861 votes cast against this shareholder proposal representing 93.25% of the votes cast. A clear majority votes against the adoption of this shareholder proposal.
John Tyson
executiveWith 93.25% of the votes cast against this shareholder proposal, I declare that this shareholder proposal has been defeated. This concludes the business portion of our meeting. And there being no further business, do I hear a motion for adjournment?
Unknown Attendee
attendee[indiscernible]
John Tyson
executiveDo I hear a second?
Unknown Attendee
attendee[indiscernible]
John Tyson
executiveI declare the business portion of our 57th Annual Shareholders' Meeting adjourned at this time. Before you hear from Stewart and Noel, I want to take a moment to congratulate our team for some recent honors. For the fourth straight year, Tyson Foods ranked #1 on Fortune's list of World's Most Admired Companies in the food production category. We're proud of this ranking. I do believe it recognizes the efforts of our team. It also reflects positive on the strategy for our growth. We accept the responsibility and the challenges before us each and every day when we get up. Tyson Foods was also recently recognized by the Religious Freedom & Business Foundation for addressing the importance of faith in the lives of the people who work for us. Our company ranked #2 among Fortune 100 companies in the Religious Equity Diversity and Inclusion Index, and the recognition of the effort being made by the team leaders, being made by the management team and efforts to support our team members is just -- feels pretty good to me. So at this time, I'd like to hear from Stewart, and then Stewart will turn it over to Noel, and then we'll wrap up.
Stewart Glendinning
executiveThank you, Mr. Chairman, and good morning. I'll begin with the required cautionary language stating that today's remarks include forward-looking statements. I encourage you to go to ir.tyson.com for this morning's earnings release and the 10-Q for a discussion of the risks that can affect our business. I must also tell you that any references to earnings per share, operating income and operating margin are on an adjusted basis, unless otherwise noted. The reconciliations to GAAP can be found in our earnings releases for the fourth quarter of fiscal 2019 and for the first quarter of 2020. Now let's get into the company's financial performance. It's been a few months since we reported on the fiscal 2019 results. So let's recap. Earnings were $5.46 per share. Sales were a record $42.4 billion. Operating income was approximately $3 billion with a return on sales of 7%. Operating cash flows for the year were just under $2.5 billion. Capital expenditures were $1.3 billion as we invested to grow our business with additional capacity for fresh chicken production. Also in 2019, we brought online 2 new distribution centers as well as the Tyson manufacturing automation center. In fiscal '20, we expect to spend at this level again as we finish the fresh chicken plants in Tennessee and construct a case-ready fresh meats plant in Utah. At the end of fiscal 2019, net debt was $11.4 billion, including cash of $484 million. We prioritized debt reduction in our capital allocation strategy. And in the fourth quarter last year, we paid off $1 billion of senior notes primarily with cash generated during the quarter. At year-end, our total liquidity was $1.2 billion. And for the year, we repurchased approximately 3.7 million shares for $252 million. Continuing our dividend growth trend, in November, the Board of Directors increased the annual dividend for fiscal 2020. It's currently expected to be $1.68 for Class A shares, which is a 12% growth over 2019. We're into -- we're well into fiscal 2020, and we just reported earnings this morning. Here are some highlights. First quarter EPS was $1.66, up 5% from Q1 last year. Operating income was $894 million, up 6% over last year. Sales were also up 6% to just over $10.8 billion with return on sales of 8.3%. Sales volume was up as well with a 4.7% increase. And now it's my privilege to introduce our next speaker, the CEO of Tyson Foods, Noel White.
Noel White
executiveThank you, Stewart. Good morning, everyone. Sometimes, we're so focused on what is in front of us that we forget to look back in what we've accomplished. Fiscal 2019 was a year of accomplishments. It was highlighted by record sales and significant progress in delivering our strategy for long-term growth. We remain focused on our strategy to grow, deliver and sustain our business. This includes growing our Prepared Foods business as well as our International business, driving operational excellence throughout the company, delivering service and value to our customers and operating in a sustainable manner. When you look at our progress in 2019, here's what you'll see: that we expanded our global business with operations in Asia and in Europe. We continue to innovate to meet customer and consumer needs with new products, including plant-based proteins. And thanks to our iconic brands, our core retail business and total Tyson retail sales continue to lead the top 10 largest food and bev companies in volume and in growth. We've experienced 6 consecutive quarters of growth and we continue to invest in advanced analytics, automation and robotics. And we're also making strides in sustainability. We're working with the Environmental Defense Fund to make progress against our commitment to improve crop and farming practices, and our company has partnered with Proforest to conduct a deforestation risk assessment across our entire supply chain. We've expanded our Upward Academy, which is a live skills program for frontline team members, including on-site classes, and we're expanding our Progressive Beef program, which certifies cattle feedlot operators to make sure they're following best practices. A few weeks ago, Tyson Foods announced the creation of the Coalition for Global Protein. Our involvement is being led by John Randal Tyson, our new Chief Sustainability Officer. The goal is to unite key stakeholders to develop solutions to sustainably feed the world population. It's expected to reach almost 10 billion people in 2050. In fact, it's estimated the world will need to almost double its production of protein by 2050. While we're proud of our accomplishments, we have much more to achieve and not just this year but for many years to come. You don't get to be in business for 85 years without thinking ahead and to adapt at what is coming. For example, in Prepared Foods, we're focused on innovation and creating more products that are fresh and less processed, in flexible forms to fit our consumers' lives and are functional, serving a specific physical or emotional purpose. We also plan to launch more alternative protein products this year across brands, meal locations and channels. We believe these products will complement our core meat business but will also continue to grow. Later this year, we expect to open our new chicken processing complex in Humboldt, Tennessee. In addition, work continues on our new case-ready beef and pork plant in Utah. It's scheduled to open in 2021 to meet the growing demand in the Western United States. I'm excited about our future, and I'm pleased Dean Banks has joined us as President. Together, our entire team will remain focused on the opportunities ahead. If we continue to execute our strategy, Tyson Foods is well positioned to feed people for another 85 years. Thank you. And now our Chairman will provide some closing remarks.
John Tyson
executiveThanks, Noel. I think about the progress that's been made from the first time I showed up on Emma Street when I was 5 years old to the fact this is the third year in a row that we've held our shareholders' meeting here in Emma Street. And I remember the things that my grandfather and my father have shared with me and other people in the company have shared with me, which is you wake up every day trying to do the right thing. Some days, you're not going to get it right. You learn from it and you try to improve. Some days, you stumble and you get up. But the intent and the integrity of the 140,000 people that work here at Tyson Foods is always to do the right thing. I say that from my heart because I know what our company's made up of. We continue to invest in all the communities where we live and work, and we continue to invest in our hometown of Springdale, Arkansas. Our presence downtown now includes several facilities. They support the company in many areas: technology, robotics and automation. But in the end, the company is a set of people. These things help facilitate, but it is the people who make our company. Our folks represent our commitment to that improvement, to making jobs, safe jobs, to making great products, quality product, to making processes that are easier to manage and to make our company better each and every day with a responsibility to grow the right way with the right integrity. And if we do that, our shareholders will be rewarded. I want to thank everybody for the part you play in our growth story. I want to thank you for taking on the challenges of a complex business because we touch a lot of subjects, and we accept that responsibility and we accept our stewardship of that. So until next year. Travel safely, and we hope to see you then. God bless.
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