Pilgrims Pride Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers for 2025. Management seeks this advisory endorsement to validate its pay-for-performance philosophy and executive compensation design, which emphasizes a substantial portion of compensation being ‘at risk’ and tied to company and individual performance through cash incentives and performance-based RSUs. The Company frames its 2025 compensation program around measurable metrics (PBT Margin for annual cash incentives and geographic EBIT/EBIT-per-pound targets for long-term RSUs), and reports that strong financial results led to significant payouts under those programs. The advisory vote is non-binding, but management and the Compensation Committee state they will consider the outcome when making future compensation decisions; the proxy notes a prior 95% favorable vote in 2025 as confirming current practices. Key context includes the Company’s 2025 financial performance (net sales of $18.5 billion, net income of $1.1 billion, and Adjusted EBITDA of $2.3 billion) and the design choices that align pay with both short-term and long-term objectives, including clawback provisions and restrictions on hedging and pledging. The Board recommends FOR because it believes the programs effectively align executive incentives with shareholder interests and company strategy, and because equity and performance awards aim to retain executives and reward sustained performance. Potential investor considerations include the magnitude of performance-based awards, the use of peer-comparative and segment-weighted metrics (U.S., Europe, Mexico), and the control structure (JBS ownership) that may affect governance perceptions. While non-binding, the vote serves as an important signal to the Compensation Committee about stockholder support for compensation philosophy and metric selection. Overall, the proposal is a standard corporate governance item intended to give shareholders a voice on executive pay without creating a mandatory obligation on the Board.

The As You Sow proposal requests a public report disclosing Pilgrim’s Pride’s internal diversity and inclusion policies and practices, arguing transparency will strengthen workforce effectiveness and reduce reputational and financial risk. The proponent supports the request with citations to studies linking diversity to better financial performance and notes Pilgrim’s low score (3%) on As You Sow’s Racial Justice Scorecard versus peers, arguing the company lacks sufficient disclosure of workforce data and human capital practices. The filing references specific reputational incidents in 2024 involving alleged abusive conditions for undocumented workers as an illustration of potential governance and oversight gaps that could be mitigated through stronger internal policies and public reporting. Management (the Board) opposes the proposal, recommending a vote AGAINST; the proxy statement includes only a brief recommendation without an extended rationale, indicating the Board does not believe the requested report is appropriate or necessary as requested. Company-specific context includes significant JBS ownership and close operational ties to JBS affiliates, existing public DEI statements and policies, and ongoing attention to workforce and sustainability programs described elsewhere in the proxy. From an investor perspective, the proposal presses for standardized disclosure that would enable assessment of policy effectiveness and risk mitigation regarding labor treatment and retention; proponents argue such transparency is consistent with peers and best practices. The Board’s opposition suggests either that management believes current disclosures are sufficient, that the requested scope or format is unnecessary or burdensome, or that the Company prefers to address such matters through existing channels. The proposal is narrowly scoped (internal D&I policies and practices) and non-binding, but a successful vote could increase pressure for additional public disclosures and operational changes around human capital management and supplier/plant oversight.

The Comptroller’s proposal seeks a periodic, public disclosure of the Company’s political contribution and election-related spending policies, recipients and amounts, excluding lobbying, on grounds that such activity poses regulatory, legal and reputational risks if not transparent. The proponent frames the request with company-specific concerns: two controlling shareholders (and Board members) have histories of investigations and an SEC settlement involving FCPA-related conduct, and the Company was reported as the largest corporate contributor to a January 2025 inauguration committee ($5 million), raising investor concerns about oversight of such expenditures. Management opposes the proposal and recommends voting AGAINST in the proxy statement, providing only a brief recommendation rather than a detailed counter-argument; the absence of an extended Board justification in the filing suggests reliance on the Audit Committee/Audit oversight and existing governance processes to manage political spending decisions. From a governance and investor-risk perspective, the proposal seeks to align Pilgrim’s disclosure practices with several peers (Conagra, Hormel, Tyson) that already disclose election-related spending, aiming to reduce information asymmetry about political expenditures and potential exposure to regulatory and reputational incidents. The Company’s controlled structure (JBS ownership) and related-party arrangements underscore the governance sensitivity of disclosures tied to expenditures that may benefit affiliated interests or broader strategic objectives. If adopted, the requested disclosure would enable investors to evaluate whether corporate political spending aligns with shareholder interests and whether internal controls and approvals are adequate. Conversely, management likely views such disclosure as burdensome or unnecessary if it believes existing internal controls, board oversight, and public statements suffice; the filing does not provide explicit Board reasoning. Overall, the proposal is non-binding but could materially increase transparency and investor oversight of political spending risks if supported by shareholders.