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EX-3.(II) - EXHIBIT 3.(II) - HORMEL FOODS CORP /DE/bylawshrlcurrent.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D. C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)   May 21, 2018
 
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
1-2402
41-0319970
(State or Other
Jurisdiction of
Incorporation)
(Commission File
Number)
(IRS Employer
Identification
Number)
 
1 Hormel Place
Austin, MN  55912
(Address of Principal Executive Office)
 
Registrant’s telephone number, including area code:  (507) 437-5611
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company   [  ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






 
Section 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 21, 2018 the Board of Directors of Hormel Foods Corporation (the “Company”) approved the amendment and restatement of the Company’s Bylaws to reflect certain updates and modernize the Bylaws.

The amendments include the following: (i) conforming the Bylaws to developments under the Delaware General Corporation Law, such as providing flexibility for the use of electronic transmission for various notices, (ii) delegating to the Company’s Chief Executive Officer the authority to appoint and remove corporate officers, other than Executive Vice Presidents, Group Vice Presidents and Senior Vice Presidents, (iii) requiring a stockholder who seeks to bring business or nominate persons for election as directors before an annual stockholder meeting to disclose information regarding the proponent’s economic interests in the Company, and (iv) clarifying that the Chairman of the Board is not an officer position within the Company. The amendments also incorporate certain other non-substantive updates and clarifications.


Section 9 — FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits
 
(d)                     Exhibit filed pursuant to Item 5.03
 


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SIGNATURES
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HORMEL FOODS CORPORATION
 
 
(Registrant)
 
 
 
Dated: May 25, 2018
By
/s/ JAMES P. SNEE

 
 
JAMES P. SNEE
 
 
Chairman of the Board, President and
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
Dated: May 25, 2018
By
/s/ JAMES N. SHEEHAN

 
 
JAMES N. SHEEHAN
 
 
Senior Vice President and
 
 
Chief Financial Officer


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