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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) August 15, 2023
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-2402 | 41-0319970 |
(State or Other Jurisdiction of
Incorporation) | (Commission File
Number) | (IRS Employer Identification Number) |
| | | | | | | | |
1 Hormel Place, Austin, Minnesota | | 55912-3680 |
| (Address of principal executive offices) | | (Zip Code) |
(507) 437-5611
Registrant’s telephone number, including area code
None
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock $0.01465 par value | | HRL | | New York Stock Exchange |
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 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On August 15, 2023, Hormel Foods Corporation (the Company) received an unexpected, unfavorable arbitration ruling involving an isolated commercial dispute with a third party not related to the Company’s core business. Pursuant to the ruling, the arbitrator awarded $59.6 million in damages, plus prejudgment interest of $5.3 million and attorneys’ fees, to the counterparty payable by the Company. The estimated pre-tax impact of the adverse arbitration ruling of $70.0 million will be reflected in operating expense and accrued liabilities in the fiscal 2023 third quarter financial statements. The associated one-time payment is expected to be made in the fourth quarter of fiscal 2023. The Company does not expect the payment to impact the Company’s continuing operations or long-term financial outlook.
The adverse arbitration ruling is not subject to further appeal or judicial review. Standard confidentiality provisions in the arbitration rules prohibit the Company from commenting on the substance of the ruling.
The Company plans to report its fiscal 2023 third quarter results on August 31, 2023.
Forward-looking Statements
This Current Report on Form 8-K contains “forward-looking” information within the meaning of the federal securities laws. The “forward-looking” information may include statements concerning the Company’s outlook for the future as well as other statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts. Words or phrases such as “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those anticipated or projected, which factors include, but are not limited to, damage to the Company’s reputation or brand image and risks of litigation.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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.
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| | HORMEL FOODS CORPORATION |
| | | (Registrant) |
| | | |
| Dated: August 22, 2023 | By | /s/ JACINTH C. SMILEY |
| | | JACINTH C. SMILEY |
| | | Executive Vice President and |
| | | Chief Financial Officer |