x	No fee required.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect the eleven directors named in the accompanying Proxy Statement to the Company’s Board of Directors;

2.	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2017;

3.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

4.	To approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of the Company’s named executive officers;

5.	To consider and act upon the four shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting; and

6.	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Visit the website listed on your proxy card/voting instruction form to vote by Internet.

•	Call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

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•	9 of 11 director nominees are independent

•	Separation of the roles of Chairman, CEO and Lead Independent Director

•	Annual board and committee self-evaluations

•	Average board meeting attendance in excess of 95%

•	Deferred shares for directors and strong ownership requirements for directors and senior officers

•	Independent board committees (other than the Executive Committee)

•	Robust Code of Conduct

•	Board makeup highlighted by strong leadership, diversity and experience

•	Regular executive sessions of independent directors

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•	High percentage of pay is variable and at risk

•	Target pay for our executive officers is at or near the median of our comparison groups

•	Substantial stock ownership guidelines and holding requirements

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels

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•	this Proxy Statement for the Annual Meeting; and

•	the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2016.

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•	To elect the eleven director nominees named in this Proxy Statement to the Board;

•	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2017;

•	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

•	To approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of the Company’s named executive officers;

•	To consider and act upon the shareholder proposals described in this Proxy Statement, if properly presented at the Annual Meeting; and

•	To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

•	FOR the election of each of the director nominees named in this Proxy Statement to the Board;

•	FOR ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017;

•	FOR the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;

•	FOR 3 years as the frequency of the non-binding advisory vote regarding the compensation of the Company’s named executive officers; and

•	AGAINST each of the shareholder proposals.

•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided with the proxy card.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting. If you desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

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•	Via the Internet. You may vote by proxy via the Internet by visiting http://www.proxyvote.com and entering the control number found in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials be sent to you by mail, by following the instructions provided in the voting instruction form you received from the organization holding your shares.

•	By telephone. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form you received from the organization holding your shares.

•	By mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by filling out the voting instruction form you received from the organization that holds your shares and sending it back in the envelope provided.

•	In person. You may vote in person at the Annual Meeting by first obtaining a legal proxy from the organization that holds your shares. If you obtain such a proxy and desire to vote in person at the Annual Meeting, please request a ballot when you arrive.

•	as necessary to meet applicable legal requirements;

•	to allow for the tabulation and certification of votes; and

•	to facilitate a successful proxy solicitation.

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(1)

70,000,000 shares of Class B Common Stock and 2,743,680 shares of Class A Common Stock are owned of record by the Tyson Limited Partnership, a Delaware limited partnership (“TLP”). The limited partners (and their respective partnership interests in the TLP) are as follows: the Tyson 2009 Family Trust (53.4881%), the BT 2015 Fund (45.2549%) and the Donald J. Tyson Revocable Trust (.1257%). The descendants of Don Tyson, including Mr. John Tyson, Chairman of the Board of the Company, are the sole beneficiaries of the Tyson 2009 Family Trust. Ms. Barbara A. Tyson, the widow of Randal W. Tyson and a director of the Company, is the sole income beneficiary of and has limited dispositive power with respect to the BT 2015 Fund. Mr. Tyson is one of the contingent beneficiaries of the BT 2015 Fund. The descendants of Don Tyson, including Mr. Tyson, are the sole beneficiaries of the Donald J. Tyson Revocable Trust. The general partners of the TLP, who in the aggregate have a 1.1313% partnership interest in the TLP, are Mr. Tyson, Ms. Tyson, Mr. Harry C. Erwin, III and the Tyson Partnership Interest Trust (“TPIT”), whose trustees are Mr. Erwin, Mr. Thomas B. Schueck and Mr. W.H. Taylor. A managing general partner of the TLP has the exclusive right, subject to certain restrictions, to do all things on behalf of the TLP necessary to manage, conduct, control and operate the TLP’s business, including the right to vote all shares or other securities held by the TLP, as well as the right to mortgage, pledge or grant security interests in any assets of the TLP. However, the TLP has no managing general partner at this time. Until a new managing general partner is selected, the management rights of the managing general partner may be exercised by a majority of the percentage interests of the general partners, which no single general partner currently possesses. The percentage of general partnership interests of the TLP are as follows: TPIT (44.44%); Mr. Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). The TPIT terminates on December 31, 2016. Upon termination, the general partnership interests held by the TPIT will transfer to the Donald J. Tyson Revocable Trust of which Mr. Tyson, Mr. Schueck and Mr. Erwin are the trustees. The TLP terminates December 31, 2040. Additionally, the TLP may be dissolved upon the occurrence of certain events, including (i) a written determination by the managing general partner that the projected future revenues of the TLP will be insufficient to enable payment of costs and expenses, or that such future revenues will be such that continued operation of the TLP will not be in the best interest of the partners, (ii) an election to dissolve the TLP by the managing general partner that is approved by the affirmative vote of a majority in percentage interest of all general partners, or (iii) the sale of all or substantially all of the TLP’s assets and properties. The withdrawal of the managing general partner or any other general partner (unless such partner is the sole remaining general partner) will not cause the dissolution of the TLP. Upon dissolution of the TLP, each partner, including all limited partners, will receive in cash or otherwise, after payment of creditors, loans from any partner, and return of capital account balances, their respective percentage interests in the TLP assets.

(2)

This amount includes 548,195 shares, 30,000 shares, 25,243,110 shares and 581,978 shares in which the holder exercises sole voting power, shared voting power, sole dispositive power and shared dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 11, 2016, by Vanguard Group, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(3)

This amount includes 6,520,756 shares and 21,410,369 shares in which the holder exercises sole voting power and sole dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G filed with the SEC on or about February 12, 2016, by T. Rowe Price Associates, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G.

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(4)

This amount includes 17,415,383 shares, 3,576 shares, 20,156,194 shares and 3,576 shares in which the holder exercises sole voting power, shared voting power, sole dispositive power and shared dispositive power, respectively. The information provided is based solely on information obtained from a Schedule 13G/A filed with the SEC on or about February 10, 2016, by BlackRock, Inc. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

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*	Indicates less than 1%.

(1)

The amounts in this column include beneficial ownership of shares with respect to which voting or investment power may be deemed to be directly or indirectly controlled. Accordingly, the shares shown in the table include shares owned directly, shares held in such person's account under the Company's Employee Stock Purchase Plan, shares owned by certain of the individual's family members and shares held by the individual as a trustee or in a fiduciary or other similar capacity, unless otherwise disclaimed and/or described below. The amounts in this column also include shares subject to options exercisable on or within 60 days of December 12, 2016, in the following amounts: Mr. Tyson (511,761); Mr. Hayes (67,914); Mr. Smith (1,951,886); Mr. King (132,538); Mr. Leatherby (210,873); Mr. White (134,887) and the other executive officers (461,442).

(2)

The amounts in these rows do not include any shares of Class A Common Stock or Class B Common Stock owned by the TLP, of which Mr. Tyson and Ms. Tyson are general partners. The TLP owns 99.98% of the outstanding Class B Common Stock and .95% of the outstanding Class A Common Stock, which results in the TLP controlling 71.14% of the aggregate vote of Class A Common Stock and Class B Common Stock. When combined with the total ownership of directors and executive officers as a group, the aggregate voting percentage increases to 71.93%. The TLP and its ownership of such stock are further described in footnote 1 to the table titled “Security Ownership of Certain Beneficial Owners” in this Proxy Statement.

(3)	Mr. Tyson’s amount includes 1,455,844 shares pledged as security for loans.

(4)

The amounts in these rows do not include grants of deferred stock awards of Class A Common Stock made on the date(s) of re-election to the Board by shareholders (see the section titled “Director Compensation for Fiscal Year 2016” in this Proxy Statement) to each of Mr. Banister (6,763); Mr. Beebe (2,645); Ms. Durham (2,645); Mr. McNamara (45,149); Mr. Sauer (32,607); Mr. Thurber (32,797); and Ms. Tyson (22,410).

(5)	This amount does not include 187,166 options which are expected to vest on an accelerated basis following Mr. Smith’s departure on December 31, 2016.

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•

Ms. Durham was Chief Commercial Officer of CSM until April 2016. During fiscal years 2016, 2015 and 2014, the Company paid CSM $833,362, $1,284,575, and $25,038, respectively, for direct purchases of bakery-related supplies and materials, which in each year was less than two percent (2%) of CSM’s gross revenues. Under the NYSE rules, a director may be considered independent if payments made to an entity with which the director is affiliated are less than the greater of $1,000,000 or two percent (2%) of the affiliated entity’s gross revenues in any of the last three fiscal years. Ms. Durham did not personally benefit from any of the purchases. Based on the foregoing facts, the Board has determined that Ms. Durham did not have a direct or indirect material interest in the transactions and this relationship does not affect Ms. Durham’s independence.

•

Each of Mr. Tyson, Mr. Kever and Mr. McNamara has an investment in a privately held company for which Mr. Kever is a director. Neither Mr. Tyson nor Mr. McNamara has any business relationship with, and neither Mr. Tyson nor Mr. McNamara serve as a director or officer of this company. Based on the foregoing facts, the Board had previously determined that this relationship did not affect Mr. Kever’s independence during the part of the 2016 fiscal year in which he served as a director.

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•	determine and approve the compensation of the Chief Executive Officer; and

•	take into consideration any factors relevant to a person’s independence from management before selecting such person as a compensation consultant, legal counsel or other adviser to the Compensation and Leadership Development Committee.

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•	An annual retainer of $100,000 (payable in quarterly installments).

•	A grant of a deferred stock award for shares of Class A Common Stock having a value of $150,000 on the date of election or re-election as a director at the Annual Meeting, which award does not become payable until 180 days after the director ceases to serve on the Board. The director may elect, however, to not have the award deferred and instead be distributed on the date of election.

•	An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:

*	Indicates value less than $10,000

(1)

The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2016. The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 13 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended October 1, 2016. Recipients of these awards are entitled to dividends during the deferral period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon distribution.

(2)	As of the last day of fiscal year 2016, outstanding deferred stock awards for individuals serving as non-employee directors during fiscal year 2016 were as follows: Mr. Banister (6,763); Mr. Beebe (2,645); Ms. Durham (2,645); Mr. McNamara (45,149); Mr. Sauer (32,607); Mr. Thurber (32,797); and Ms. Tyson (22,410).

(3)	Mr. Beebe was elected to the Board on December 8, 2015.

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(4)	Mr. Kever served as a director during fiscal year 2016 until the 2016 annual meeting of shareholders and, accordingly, did not receive any equity-based compensation during fiscal year 2016.

(5)	Ms. Miller and Mr. Schomburger were appointed to the Board in fiscal year 2017 and, as such, did not receive any compensation during fiscal year 2016.

(6)	This amount represents premiums paid by the Company for a health insurance plan and a medical reimbursement plan.

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•	Shareholder Alignment. Executive compensation should be appropriately linked with the Company’s financial performance and the creation of shareholder value.

•	Attract, Motivate and Retain Key Employees. Executive compensation should be competitive with the organizations with which the Company competes for talent in order to attract, motivate and retain superior executive talent for the long-term.

•	Link Pay to Performance. As an executive’s responsibility increases, a larger portion of his or her total compensation should be “at-risk” incentive compensation (both short- and long-term), subject to corporate, segment, individual, stock price and/or earnings performance measures.

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1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications;

2.	Payments by Tyson used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including amount of payment and recipient;

3.	Tyson's membership in and payments to any tax-exempt organization that writes and endorses model legislation;

4.	Description of decision-making process and oversight by management and Board for making payments described in sections 2 and 3 above.

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1.	The inclusion of women and minority candidates in every pool from which Board nominees are chosen and Tyson's plans to advance Board diversity; and

2.	An assessment of challenges experienced and progress achieved.

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•	Annual elections for all directors

•	No supermajority voting provisions

•	Under existing SEC rules and state law, shareholders already have the power to directly nominate and solicit proxies for their own director candidates at shareholder meetings without having to navigate any additional ownership thresholds or satisfy various holding requirements

•	The Board has appointed an independent lead director

•	The Board annually evaluates its performance through formal Board and committee evaluation processes

•	Our independent directors’ compensation consists primarily of deferred stock-based compensation, thereby aligning directors’ long-term interests with long-term shareholder interests

•	Shareholders may call special meetings at which they can nominate director candidates or propose other business

•	Shareholders may submit names of potential director candidates directly to the Board for consideration

•	In addition to regular shareholder engagement processes, shareholders are able to directly communicate with the Board

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•	John Tyson, Chairman of the Board (“Chairman”)

•	Donnie Smith, President and Chief Executive Officer (“CEO”)

•	Dennis Leatherby, Executive Vice President and Chief Financial Officer (“CFO”)

•	Donnie King, President North American Operations

•	Noel White, President Poultry

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•	an evaluation of historical total compensation made to individuals with similar responsibilities at companies in the Compensation Peer Group;

•	an evaluation of the proposed total compensation in comparison to the Company’s other executive officers to provide compensation commensurate with level of responsibility; and

•	recommendations from the Company’s human resources group and the competitive market data discussed above from Hay Group.

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•	an evaluation of historical total compensation for individuals with similar responsibilities at companies in the Compensation Peer Group;

•	an evaluation of the proposed total compensation in comparison to the Company’s other executive officers to provide compensation commensurate with level of responsibility; and

•	market data from the Compensation Peer Group discussed above and additional market perspectives provided by FW Cook.

•	base salary;

•	annual performance incentive payments;

•	equity-based compensation;

•	financial, retirement and welfare benefit plans; and

•	certain defined perquisites.

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•	achievement of a cumulative Adjusted EBIT target over the 2016, 2017 and 2018 fiscal years (the “cumulative EBIT criterion”); and

•	a comparison of the stock price performance of the Company’s Class A Common Stock relative to the stock price performance of the Compensation Peer Group over the 2016, 2017 and 2018 fiscal years (the “stock price comparison criterion”).

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•	Employee Stock Purchase Plan;

•	Retirement Savings Plan;

•	Executive Savings Plan; and

•	Executive Long-Term Disability Plan.

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Mr. Leatherby’s contract provides for a salary of $566,500 (which had increased to $661,899 at the end of fiscal year 2016 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. The term of the contract is indefinite.

•

Mr. King’s contract provides for a salary of $800,000 (which had increased to $858,905 at the end of fiscal year 2016 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. Additionally, Mr. King is entitled to personal use of Company-owned aircraft for up to 25 hours per year. The Company also agreed to reimburse Mr. King and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is indefinite.

•

Mr. White’s contract provides for a salary of $725,000 (which had increased to $779,493 at the end of fiscal year 2016 in accordance with its terms). He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his band level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. Additionally, Mr. White is entitled to personal use of Company-owned aircraft for up to 25 hours per year. The Company also agreed to reimburse Mr. White and gross-up any tax liability incurred by him through his use of Company-owned aircraft. The term of the contract is indefinite.

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(1)

The amounts included in these columns are the aggregate grant date fair values for stock and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 13 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended October 1, 2016. Recipients do not realize the value of equity-based awards until the awards vest. The actual value that a recipient will realize from these awards is determined by the Company’s future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards.

(2)

The grant date fair values of the restricted stock with performance criteria are based on the maximum outcome of those awards as of the grant date, which is the probable payout of such awards based on what we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The resulting number of shares of restricted stock with performance criteria that vest, if any, depends on whether we achieve the specified level of performance with respect to the performance measure tied to these awards. Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement. The grant date fair values of performance stock awards are reported in the table above at the probable payout, which is less than the maximum possible payout. The table below shows the grant date fair values of the performance stock awards granted to each NEO and Mr. Hayes during fiscal year 2016 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The grant date fair values for the performance stock awards are computed in accordance with the rules described in footnote (1). Descriptions of these awards and the performance criteria are provided in the subsection titled “Elements

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(3)	Amounts reflected in this column are cash payments made pursuant to the Executive Incentive Plan. For a more detailed discussion, see the subsection titled “Elements of Compensation—Annual Performance Incentive Payments” under the “Compensation Discussion and Analysis” section of this Proxy Statement.

(4)

The amounts reflected in this column include above market earnings for fiscal year 2016 on nonqualified deferred compensation as follows: Mr. Tyson - $0; Mr. Smith - $104,223; Mr. Leatherby - $38,974; Mr. King - $353; Mr. White - $68,427; and Mr. Hayes - $152. For the assumptions used to determine the change in the pension value, see the table titled “SERP Assumptions” in the section titled “Pension Benefits” in this Proxy Statement.

(5)	The amounts reflected in this column for fiscal year 2016 represent the sum of all other compensation and perquisites received by the NEOs and Mr. Hayes from the Company, as more fully set forth in the table below.

*	Indicates value less than $10,000.

(a)

Included in these amounts are matching contributions to the applicable NEOs and Mr. Hayes pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2016, though attributable to performance in fiscal year 2016, as follows: Mr. Tyson - $97,955; Mr. Smith - $123,918; Mr. Leatherby - $51,190; Mr. King - $0; Mr. White - $71,246; and Mr. Hayes - $0 (a description of the Executive Savings Plan is provided under the heading “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2016” under “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2015 but paid in fiscal year 2016, as those awards were previously reported as fiscal year 2015 compensation.

(b)

The amounts in this column include premiums paid by the Company for a long-term disability insurance policy and the EMRP for each NEO and Mr. Hayes. The values expressed for personal use of Company-owned aircraft in footnotes (c) through (f), below, are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Messrs. Tyson’s, Smith’s, King’s and White’s personal use of Company-owned aircraft is permitted under their respective employment contracts; moreover, such use must comply with the Company’s then existing aircraft policy and not interfere with the Company’s use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO or Mr. Hayes.

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(c)	This amount includes $1,285,519 for personal use of Company-owned aircraft. This also includes amounts for personal security and event tickets.

(d)	This amount includes $158,839 for personal use of Company-owned aircraft and an amount for spousal attendance at an event.

(e)	This amount includes $91,817 for personal use of Company-owned aircraft and an amount for spousal attendance at an event.

(f)	This amount includes $104,227 for personal use of the Company-owned aircraft and an amount for spousal attendance at an event.

(g)	This includes an amount for spousal attendance at an event.

(6)	This amount was paid to Mr. Hayes in fiscal year 2016 pursuant to a retention agreement entered into subsequent to the Company’s acquisition of The Hillshire Brands Company in 2014.

(1)

The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2016 under the Executive Incentive Plan based on the NEO’s or Mr. Hayes’ salary on October 1, 2016. The amounts paid to each NEO and Mr. Hayes pursuant to this plan for fiscal year 2016 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table for Fiscal Years 2016, 2015 and 2014” in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the subsection titled “Elements of Compensation—Annual Performance Incentive Payments” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

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(2)

The amounts in these columns represent (a) the threshold, target and maximum amount of shares of performance stock which would be awarded upon the achievement of specified performance criteria for the awards approved on November 18, 2015 and, (b) the amount of shares of restricted stock with performance criteria which would be awarded upon the achievement of a specified performance criterion for the awards approved on November 18, 2015. The vesting terms of the performance stock include the achievement of a three-year cumulative Adjusted EBIT target and a favorable stock price comparison with the stock prices of the Compensation Peer Group. The vesting terms of the restricted stock with performance criteria include the achievement of a three-year cumulative Adjusted EBIT of $125 million over the 2016 - 2018 fiscal years. Assuming all performance criteria are satisfied the awards will vest on December 1, 2018. For a more detailed discussion, see the subsections titled “Elements of Compensation—Equity-Based Compensation—Performance Stock” and “Elements of Compensation—Equity-Based Compensation—Restricted Stock with Performance Criteria” in the section titled “Compensation Discussion and Analysis” in this Proxy Statement.

(3)	The amounts in this column represent nonqualified stock options that expire on November 30, 2025. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years.

(4)	Pursuant to the terms of the Stock Incentive Plan, the exercise price for these options is the closing price of our Class A Common Stock on the grant date.

(5)	For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote 1 of the “Summary Compensation Table for Fiscal Years 2016, 2015 and 2014” in this Proxy Statement.

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(1)	The amounts listed in this column reflect a share price of $74.67, the closing price of our shares on the NYSE on September 30, 2016, the last trading day of our 2016 fiscal year.

(2)	These options vested and became exercisable on November 22, 2016.

(3)	This represents an award of restricted stock with performance criteria that vested on November 28, 2016 resulting from the satisfaction of the applicable performance criterion. The performance criterion was the achievement of cumulative Adjusted EBIT of more than $100 million for the 2014-2016 fiscal years.

(4)

This represents an award of performance stock that vested on November 28, 2016 resulting from the satisfaction of the following performance criteria: (a) cumulative Adjusted EBIT target of $6,344 million for the 2014-2016 fiscal years and (b) a favorable comparison of the Company's Class A Common Stock price relative to the stock prices of a predetermined peer group of publicly traded companies over the 2014-2016 fiscal years. Based on the actual level of performance, this award vested at 108.127% of

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(5)	One-third of these options vested and became exercisable on November 21, 2015. One-half of the remaining options vested and become exercisable on November 21, 2016 and the remaining options are scheduled to vest and become exercisable on November 21, 2017.

(6)	This represents an award of restricted stock with performance criteria that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2017 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT of $100 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(7)

This represents an award of performance stock that vests on the fourth business day following the issuance of the Company’s Annual Report on Form 10-K for the 2017 fiscal year subject to the achievement of a three-year cumulative Adjusted EBIT target and favorable comparison of the Company's Class A Common Stock price performance relative to the stock price performance of a predetermined peer group of publicly traded companies over the 2015-2017 fiscal years. The number of shares reported is based on the threshold performance goals as achievement of the performance criteria is not determinable at this time.

(8)	One-third of these options vested and became exercisable on November 30, 2016. One-half of the remaining options are scheduled to vest and become exercisable on November 30, 2017 and the remaining options are scheduled to vest and become exercisable on November 30, 2018.

(9)	This represents an award of restricted stock with performance criteria that vests on December 1, 2018 subject to the achievement of a three-year cumulative Adjusted EBIT of $125 million. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(10)

This represents an award of performance stock that vests on December 1, 2018 subject to the achievement of a three-year cumulative Adjusted EBIT target and favorable comparison of the Company's Class A Common Stock price performance relative to the stock price performance of a predetermined peer group of publicly traded companies over the 2016-2018 fiscal years. The number of shares reported is based on the threshold performance goals as achievement of the performance criteria is not determinable at this time.

(11)	This represents an award of restricted stock with performance criteria that vests on July 1, 2018 subject to (i) the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2016 and 2017 fiscal years and (ii) the executive’s continued employment with the Company through July 1, 2018.

(1)	Amount based on our stock price of $50.00 on November 30, 2015, which was the vesting date for each of the awards reported in this column.

(2)	Represents previously awarded restricted stock with performance criteria that vested on November 30, 2015.

(3)	Represents previously awarded performance stock that vested on November 30, 2015.

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(1)	The plan considers only creditable service, as more fully described above. The NEOs’ and Mr. Hayes’ actual years of service are as follows: Mr. Tyson - 44 years, Mr. Smith - 35 years, Mr. Leatherby - 26 years, Mr. King - 34 years, Mr. White - 33 years and Mr. Hayes - 10 years.

(2)	The present value of these benefits is based on the following assumptions:

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(1)

As further detailed in the narrative below, all NEOs and Mr. Hayes may participate in the Executive Savings Plan. As a previous executive of IBP, inc. (“IBP”), Mr. White also has an account balance in the Company’s Retirement Income Plan, a deferred compensation plan previously maintained by IBP as further described below. As a previous executive of The Hillshire Brands Company, Mr. Hayes also has account balances in the Company’s Hillshire 401(k) SERP and Hillshire Executive Deferred Compensation Plan as further described below.

(2)

Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table for Fiscal Years 2016, 2015 and 2014” in this Proxy Statement. The amounts in this column include post-fiscal year 2016 contributions made from the NEOs’ and Mr. Hayes’ non-equity incentive plan compensation attributable to fiscal year 2016 performance as follows: Mr. Tyson - $122,444; Mr. Smith - $216,856; Mr. Leatherby - $63,988; Mr. King - $0; Mr. White - $178,115; and Mr. Hayes - $0.

(3)

Included in these amounts are matching contributions to the applicable NEOs and Mr. Hayes pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2016, though attributable to performance in fiscal year 2016, as follows: Mr. Tyson - $97,955; Mr. Smith - $123,918; Mr. Leatherby - $51,190; Mr. King - $0; Mr. White - $71,246; and Mr. Hayes - $0. A description of the Executive Savings Plan is provided in the subsection titled “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as below under the heading “Executive Savings Plan.”

(4)	The above-market portion of these earnings is reported in footnote 4 to the “Summary Compensation Table for Fiscal Years 2016, 2015 and 2014” in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2016 executive contributions and Company matching contributions as described in footnotes (2) and (3) above.

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(6)	In addition to the amounts described in footnotes (2), (3) and (4) above, the amount shown in this column includes the following amounts reported as compensation for each of the NEOs in the Company’s Summary Compensation Tables in the previous years:

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(1)	This amount represents the continued payment of the NEO’s base salary for one year and two months to reflect the remaining term of his employment contract.

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(2)	This amount represents the continued payment of the NEO’s base salary for three years.

(3)	The amounts in this row represent the value of each NEO’s and Mr. Hayes’ unvested stock options, restricted stock with performance criteria and performance stock at the target level that would have vested in the event of a termination on October 1, 2016, based on our stock price of $74.67 on September 30, 2016.

(4)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEOs’ and Mr. Hayes’ coverage under the EMRP through January 1, 2017 and health insurance for the severance period provided in the NEO’s or Mr. Hayes’ employment contract.  Mr. Tyson’s contract provides that in the case of his disability, he and his spouse are entitled to coverage under the EMRP (until January 1, 2017) and health insurance until each of their deaths, and his eligible dependents are entitled to coverage under the EMRP (until January 1, 2017) and health insurance until such time as their eligibility has ceased. In the case of Mr. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage.  For purposes of this table, this amount (a) includes an amount for coverage of his daughter until she reaches the age of 26, (b) excludes any amount for a spouse, as Mr. Tyson was not married as of October 1, 2016, and (c) excludes any amount for Mr. Tyson, as the period of time for coverage cannot be determined.  As of October 1, 2016, the annual costs for Mr. Tyson’s health insurance totaled $3,845. The EMRP is being canceled on January 1, 2017 and the cost between October 1, 2016 and January 1, 2017 would be $1,700.

(5)	These amounts represent continued payment of each of the NEO’s and Mr. Hayes’ base salary for two years.

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