Sector: Consumer Staples
PILGRIMS PRIDE CORP · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of JBS Directors
Long-tenured director with deep food and protein industry experience; PPC's 3-year price return of +96.1% outpaces the PBJ food and beverage ETF benchmark by +84.6 percentage points, exceeding the 65pp threshold required to trigger an against vote, so no TSR concern applies.
Brings over 35 years of protein industry experience; PPC's strong 3-year TSR relative to PBJ means no TSR trigger fires, and no overboarding, attendance, or independence concerns are noted.
Brings protein industry operational expertise; while the proxy discloses significant past legal and regulatory matters involving J&F and the Batista brothers, those matters were settled and formally closed by the SEC in January 2024, and PPC's 3-year TSR outperformance versus PBJ means no TSR trigger applies.
Former CEO of JBS USA with deep protein and financial expertise; director since 2014 and no overboarding, attendance, or TSR concerns apply given PPC's strong outperformance versus PBJ.
Independent director with extensive food and agribusiness research expertise; all attendance and independence requirements are met and PPC's 3-year TSR versus PBJ does not trigger a against vote.
Director since April 2022 with over 40 years of agribusiness experience; no overboarding or attendance flags and PPC's strong 3-year TSR relative to PBJ means the TSR trigger does not apply.
Director since 2022 with strong food production leadership background; all board and committee attendance requirements are met and no TSR or independence concerns apply.
New nominee replacing Ajay Menon; current CEO of JBS USA with extensive global protein industry experience, and as a first-time nominee he has no board tenure at PPC against which to measure TSR performance.
All eight JBS Director nominees pass the policy screens: PPC's 3-year price return of +96.1% outpaces the PBJ food and beverage ETF benchmark by +84.6 percentage points, which does not meet the 65pp trigger threshold for strong-positive TSR, so no TSR-based against votes are warranted. No overboarding, attendance below 75%, or independence violations are identified for any nominee. The proxy discloses that Wesley and Joesley Batista were involved in past FCPA and Brazilian corruption matters, but those were fully settled and the SEC formally closed its investigation in January 2024. FOR is appropriate for the full slate.
CEO
Fabio Sandri
Total Comp
$16,408,520
Prior Support
95.0%%
CEO Fabio Sandri received total compensation of $16,408,520 in fiscal 2025, which is elevated but reflects a year in which the company achieved a 9.0% profit-before-tax margin — the maximum payout level under the annual cash bonus plan — and strong operational outperformance versus poultry industry peers across all three geographic segments, resulting in long-term equity awards vesting at 147.5% of target. The pay program is meaningfully performance-based: the proxy states that approximately 93.5% of the CEO's total target compensation was at-risk and tied to company results, with equity awards subject to measurable operating profitability hurdles benchmarked against named competitors, and the company maintains a formal clawback policy. The prior Say on Pay vote received 95% support and pay-for-performance alignment appears intact given PPC's strong 3-year stock return of +96.1% substantially outpacing the PBJ food and beverage ETF benchmark by +84.6 percentage points.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,828,255
Non-Audit Fees
$175,709
Non-audit fees (audit-related fees of $150,377 plus tax fees of $25,332, totaling $175,709) represent approximately 3.6% of core audit fees of $4,828,255, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of PPC's size and complexity, no material restatements are disclosed, and auditor tenure is not confirmed in the filing so the tenure trigger does not apply.
2 proposals submitted by shareholders
Proposal 5
As You Sow is a recognized ESG and progressive advocacy organization whose proposals are driven by ideological and social goals rather than neutral fiduciary interests, which disqualifies this proposal from support under the policy's symmetry rule regardless of how the request is framed. A neutral, non-ideological institutional investor would not need to rely on As You Sow's own racial justice scorecard and advocacy-oriented studies as the primary basis for a shareholder resolution. Accordingly, the vote is AGAINST.
Proposal 6
The New York State Comptroller is a mainstream institutional pension fund with a clear fiduciary mandate, and this type of proposal — asking for periodic disclosure of corporate political spending — is a standard governance transparency request with a low bar to support under the policy. The request is especially material here given that two controlling board members have a documented history of illegal political payments (settled FCPA violations), the company donated $5 million in corporate funds to a presidential inauguration committee with no disclosed political spending framework, and the proxy itself acknowledges that peers including Conagra, Hormel, and Tyson already provide comparable disclosure, making PPC a conspicuous outlier. The company's opposition statement does not credibly rebut the case for disclosure, and the combination of elevated political risk, a credible filer, and industry-standard disclosure being readily available at peers all support a FOR vote.
The 2026 Pilgrim's Pride annual meeting presents a clean ballot for most proposals: director elections, auditor ratification, and Say on Pay all pass policy screens given strong operating performance, a well-structured pay program, and low non-audit fee ratios. The one area of differentiation is the two stockholder proposals — the As You Sow diversity and inclusion report request is voted AGAINST due to its ideological filer identity, while the New York State Comptroller's political spending disclosure request is voted FOR given the credible institutional filer, the company's acknowledged status as a peer outlier on this disclosure, and the materially elevated political risk context created by the controlling shareholders' history of FCPA violations.
