PROXY
HORMEL FOODS CORPORATION
AUSTIN, MINNESOTA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To The Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Hormel
Foods Corporation, a Delaware corporation, will be held in the Richard L.
Knowlton Auditorium of the Austin High School, Austin, Minnesota, on Tuesday,
January 26, 1999, at 8:00 p.m. for the following purposes:
1. To elect a board of 14 directors for the ensuing year.
2. To vote on ratification of appointment, by the Board of Directors, of Ernst
& Young as independent auditors for the fiscal year which will end October
30, 1999.
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed December 7, 1998, at the close of business,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting.
By order of the Board of Directors
T. J. LEAKE
Secretary
December 30, 1998
<PAGE>
HORMEL FOODS CORPORATION
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the Company for
use at the Annual Meeting of Stockholders to be held on January 26, 1999. The
shares represented by the enclosed proxy will be voted in accordance with the
stockholder's directions if the proxy is duly executed and returned prior to the
meeting. If no directions are specified, the shares will be voted for the
election of directors recommended by the Board of Directors, and for the
appointment of Ernst & Young as independent auditors for the next fiscal year.
Any person giving a proxy may revoke it at any time before it is exercised by
contacting the Secretary of the Company.
The expenses of soliciting proxies will be paid by the Company. If it
appears necessary or advisable, proxies may be solicited at Company expense
personally, or by telephone or telecopy, by directors, officers and other
employees who will not receive additional compensation. The Company will also
reimburse brokerage firms, and other custodians, nominees and fiduciaries, for
their reasonable out-of-pocket expenses in sending proxy materials to beneficial
owners. Your cooperation in promptly signing and returning the enclosed proxy
will help to avoid additional expense.
The Company had 73,495,146 shares of Common Stock outstanding as of December
7, 1998. Each share of stock is entitled to one vote. The Company has no other
class of shares outstanding. Only common stockholders of record at the close of
business as of December 7, 1998, are entitled to notice of, and to vote at, the
Annual Meeting of Stockholders. A majority of the outstanding shares will
constitute a quorum at the meeting. Abstentions and broker nonvotes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Shares represented by abstentions are counted in the
same manner as shares submitted with a "withheld" or "no" vote in tabulations of
the votes cast on proposals presented to stockholders, whereas shares
represented by broker nonvotes are deemed not present, and therefore, not
counted for purposes of determining whether a proposal has been approved. This
proxy statement and form of proxy are being mailed to stockholders on or about
December 30, 1998.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any stockholder intending to present a proposal at the Annual Meeting of
Stockholders to be held in 2000 must arrange to have the proposal delivered to
the Company not later than September 1, 1999, in order to have the proposal
considered for inclusion in the proxy statement and the form of proxy for that
meeting.
Additionally, the Company's Bylaw 5 provides certain requirements which must
be met in order for a stockholder to bring any business or nominations for
election as Directors for consideration at the annual meeting of stockholders,
whether or not the business or nomination is requested to be included in the
proxy statement and proxy. Those requirements include a written notice to the
Secretary of the Company to be received at the Company's principal executive
offices at least ninety (90) days before the date that is one year after the
prior year's annual meeting. Management intends to use its discretionary proxy
authority to vote against any stockholder proposal for which such notice is not
provided. For business or nominations intended to be brought to the Annual
Meeting of Stockholders to be held in 2000, that date is October 27, 1999.
ELECTION OF DIRECTORS
It is intended that the persons named as proxies in the enclosed proxy will
vote for the election of the 14 nominees named below to hold office as directors
until the next Annual Meeting of Stockholders and until their successors are
elected and qualify. In the event any of such nominees should become unavailable
for any reason, which the Board of Directors does not anticipate, it is intended
that the proxies will vote for the election of such substitute persons, if any,
as shall be designated by the Board of Directors. Directors are elected by a
plurality of the votes cast. The fourteen candidates receiving the highest
number of votes will be elected.
<PAGE>
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS
<S> <C> <C> <C>
Principal Year
Occupation First
and Five Year Became a
Name Age Business Experience Director
JOHN W. ALLEN, Ph.D. 68 Professor and Director of the Food 1989
Industry Alliance,Michigan State University
JOHN R. BLOCK 63 President, Food Distributors International; 1997
Farming Partnership with son; Former United
States Secretary of Agriculture
ERIC A. BROWN* 52 Group Vice President Prepared Foods Group 1997
since 1997; Senior Vice President, Meat
Products 1993 to 1997; Vice President,
Grocery Products 1987 to 1993
WILLIAM S. DAVILA 67 President Emeritus of The Vons Companies,Inc. 1993
DAVID N. DICKSON* 55 Group Vice President, International and 1990
Corporate Development
E. PETER GILLETTE,JR. 64 Retired President, Piper Trust Company; 1996
President, Piper Trust Company from 1995
to 1998; Commissioner of Minnesota's Depart-
ment of Trade and Economic Development from
1991 to 1995; Former Vice Chairman, Norwest
Corporation
LUELLA G. GOLDBERG 61 Trustee Emerita, Wellesley College; Life 1993
Director, Minnesota Orchestral Association;
Senior Vice President, University
of Minnesota Foundation; Member, Board of
Overseers, University of Minnesota Carlson
School of Management; Chair, Board of Trustees,
University of Minnesota Foundation, 1996 to
1998; Trustee, Wellesley College, 1978 to
1996; Chair, Board of Trustees, Wellesley
College, 1985 to 1993; Acting President,
Wellesley College, July 1, 1993 to
October 1, 1993
DON J. HODAPP* 60 Executive Vice President and Chief Financial 1986
Officer
JOEL W. JOHNSON* 55 Chairman, President and Chief Executive 1991
Officer since 1995; President and Chief
Executive Officer, 1993 to 1995; President
and Chief Operating Officer, 1993; President,
1992 to 1993
GERALDINE M. JOSEPH 75 Chair, Advisory Committee, Hubert H. 1974-1978
Humphrey Institute of Public Affairs;
Director, Minnesota International Center;
Senior Fellow Emerita, Hubert H. Humphrey 1981
Institute of Public Affairs; Director,
German Marshall Fund of the U.S., 1989 to
1997; Former United States Ambassador to the
Netherlands
STANLEY E. KERBER* 61 Group Vice President, Meat Products Group 1990
JOSEPH T. MALLOF 47 President, Americas and South Asia, S.C. 1997
Johnson & Sons, Inc. since 1998; President,
North American Consumer Products, S.C.
Johnson & Son, Inc. 1997 to 1998; Executive
Vice President, North American Consumer
Products, S.C. Johnson & Son, Inc. 1995-1997;
Vice President and General Manager, Laundry
and Paper Products, Japan, Procter & Gamble,
Inc. 1991-1995
<PAGE>
GARY J. RAY* 52 Executive Vice President of Operations 1990
ROBERT R. WALLER,M.D. 61 Professor of Ophthalmology, Mayo Medical 1993
School; President and Chief Executive Officer,
Mayo Foundation 1988 to 1998; President
Emeritus, Mayo Foundation since 1999; Executive
Committee Chair, Board of Trustees, Mayo
Foundation 1988 to 1998; Chair, Mayo Foundation
for Medical Education and Research 1988 to 1998
</TABLE>
*Messrs. Brown, Dickson, Hodapp, Johnson, Kerber, and Ray are members of
the Executive Committee of the Board of Directors.
Dr. Allen is a member of the Board of Directors of Alliance Associates,
Inc., Coldwater, Michigan.
Mr. Block is a member of the Board of Directors of Deere & Company, Moline,
Illinois, and Archer-Daniels-Midland
Company, Decatur, Illinois.
Mr. Davila is a member of the Board of Directors of Wells Fargo Bank, San
Francisco, California, and Pacific Gas and Electric, San Francisco, California.
Mrs. Goldberg is a member of the Board of Directors of Reliastar Financial
Corporation, and TCF Financial Corporation, all of Minneapolis, Minnesota, and
of Communications Systems, Inc., Hector, Minnesota.
Mr. Johnson is a member of the Board of Directors of Meredith Corporation,
Des Moines, Iowa, and Ecolab Inc., St. Paul, Minnesota.
No family relationship exists between any of the nominees for director of
the Company.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive a retainer of $25,000
and $1,200 for attendance at each Board Meeting. In addition, a fee of $1,000 is
paid for attendance at committee meetings. The Chairpersons of the Audit,
Compensation, and Nominating Committees each receive an additional $2,000 per
year. Additionally, each February 1, each nonemployee director receives a grant
of 2,000 options with an exercise price equal to the fair market value of one
share of Common Stock on the date of grant, and an award of $5,000 worth of
Restricted Shares. Directors who are employees of the Company receive $100 for
each Board Meeting they attend, which has remained unchanged since 1934.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
The Board of Directors met seven times during the last fiscal year. Six of
these meetings were regularly scheduled meetings, and one was a special meeting.
The Company has Audit, Personnel, Compensation, Nominating, and Employee
Benefits Committees of the Board of Directors.
The Audit Committee members are Mrs. Joseph, Chairperson, Dr. Allen, Mr.
Davila, and Mr. Block. The Committee met three times during the last fiscal
year. The Audit Committee reviews the arrangement and scope of the audit,
reviews the activities and recommendations of the Company's internal auditors,
considers comments by the independent accountants with respect to the adequacy
of internal control procedures and the consideration given or the corrective
action taken by management, reviews internal accounting procedures and controls
with the Company's financial and accounting staff and reviews nonaudit services
provided by the Company's independent accountants.
<PAGE>
The Company has a Personnel Committee consisting of Mr. Johnson,
Chairperson, Dr. Allen, Mr. Mallof, and Dr. Waller. This Committee deals, among
other things, with matters of management positions and the succession of
management. The Committee met once during the last fiscal year.
The Company has a Compensation Committee consisting of Mr. Davila,
Chairperson, Mr. Gillette, and Mr. Mallof. The primary function of this
Committee is to establish compensation arrangements for all officers of the
Company and other senior management personnel. The Committee met twice during
the last fiscal year. The Company has a Nominating Committee, consisting of Dr.
Waller, Chairperson, Mr. Block, Mrs. Goldberg, Mr. Johnson, and Mrs. Joseph.
Board of Directors nominees are proposed by the Nominating Committee, which will
consider nominees recommended by stockholders. Stockholder recommendations
should be sent to the Secretary of the Company for forwarding to the Nominating
Committee. The Committee met once during the last fiscal year.
The Company has an Employee Benefits Committee, consisting of Mr. Hodapp,
Chairperson, Mr. Dickson, Mr. Gillette, and Mrs. Goldberg. The Committee
oversees the Company's benefit policies, the investment management of pension
funds, the adequacy of benefit reserves and controls, and compliance with
pertinent laws and regulations. The Committee met six times during the last
fiscal year.
PRINCIPAL SHAREHOLDERS
Information as to the persons or groups known by the Company to be
beneficial owners of more than five percent of the Company's voting securities,
as of October 31, 1998, is shown below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address Amount Percent
Title of Class of Beneficial Owner Beneficially Owned of Class
Common Stock The Hormel Foundation(1) 32,031,361 43.58%
501 16th Avenue NE
Austin, MN 55912
</TABLE>
(1)The Hormel Foundation holds 2,541,331 of such shares as individual owner
and 29,490,030 of such shares as trustee of various trusts. The Hormel
Foundation, as trustee, votes the shares held in trust. The Hormel
Foundation has a remainder interest in all of the shares held in trust. The
remainder interest consists of corpus and accumulated income in various
trusts which are to be distributed when the trusts terminate upon the death
of designated beneficiaries, or upon the expiration of twenty-one years
after the death of such designated beneficiaries.
The Hormel Foundation was converted from a private to a public foundation
on December 1, 1980. The Certificate of Incorporation and Bylaws of the
Foundation provide for a Board of Directors, a majority of whom represent
nonprofit agencies to be given support by the Foundation. Each member of
the Hormel Foundation has equal voting rights.
Members of The Hormel Foundation are: Chairman, Richard L. Knowlton, retired
Chairman of the Board of Hormel Foods; Jerry A. Anfinson, Certified Public
Accountant, Austin; Mahlon S. Krueger, United Way of Mower County, Inc.; Donald
R. Brezicka, St. Olaf Hospital Administrator, representing the St. Olaf Hospital
Association, Austin; Don J. Hodapp, Executive Vice President and Chief Financial
Officer of Hormel Foods; Kermit F. Hoversten, Attorney, representing the City of
Austin; William R. Hunter, retired Executive Vice President of Hormel Foods;
James G. Huntting, Jr., retired President of Huntting Elevator Company of
Austin; Joel W. Johnson, Chairman, President and Chief Executive Officer of
Hormel Foods; James R. Mueller, Executive Director, Cedar Valley Rehabilitation
Workshop, Inc., Austin; J. Doug Myers, representing the Austin Public Education
Foundation Inc.; Raymond B. Ondov, Attorney, Austin; Mark T. Bjorlie, Executive
Director, Young Men's Christian Association, Austin; Gary J. Ray, Executive Vice
President of Hormel Foods; H. O. Schmid, Director, Hormel Institute, Austin,
representing the University of Minnesota; Robert J. Thatcher, retired Treasurer
of Hormel Foods, representing the Austin Community Scholarship Committee; and Ed
C. Wilson, Jr., Officer in Charge, The Salvation Army of Austin.
<PAGE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF MANAGEMENT
Information as to beneficial ownership of the Company's equity securities by
directors, nominees, and executive officers of the Company as of October 31,
1998, is shown below:
<S> <C> <C> <C>
Name of Amount Percent
Title of Class Beneficial Owner Beneficially Owned (1) of Class
Common Stock John W. Allen (2) 10,318 *
Common Stock John R. Block (2) 1,512 *
Common Stock Eric A. Brown (2)(3)(5) 140,754 *
Common Stock William S. Davila (2) 13,677 *
Common Stock David N. Dickson (2)(5) 93,282 *
Common Stock E. Peter Gillette, Jr. (2) 3,861 *
Common Stock Luella G. Goldberg (2) 15,204 *
Common Stock Don J. Hodapp(2)(3)(4)(5) 256,499 *
Common Stock Joel W. Johnson(2)(4)(5) 398,255 *
Common Stock Geraldine M. Joseph(2)(3) 8,576 *
Common Stock Stanley E. Kerber(2)(3)(5) 148,085 *
Common Stock Joseph T. Mallof (2) 1,792 *
Common Stock Gary J. Ray(2)(3)(4)(5) 238,071 *
Common Stock Robert R. Waller, M.D. (2) 7,083 *
Common Stock All Directors and (5)(6) 2,260,829 3.08%
Executive Officers as a Group
(1)Except as otherwise indicated and subject to applicable community
property and similar statutes, the persons listed as beneficial owners
of the shares of the Company's Common Stock have sole voting and
investment power with respect to said shares. Holdings are rounded to
the nearest full share.
(2)The total number of shares of the Company's Common Stock
beneficially owned by the following persons includes the
following number of shares subject to immediately exercisable
options: Dr. Allen - 7,000; Mr. Block - 1,000; Mr. Brown -
110,000; Mr. Davila - 6,000; Mr. Dickson - 80,000; Mr. Gillette -
2,000; Mrs. Goldberg - 4,000; Mr. Hodapp - 184,000; Mr. Johnson -
380,000; Mrs. Joseph - 5,000; Mr. Kerber - 90,000; Mr. Mallof -
1,000; Mr. Ray - 184,000; and Dr. Waller - 6,000.
(3)The total number of shares of the Company's Common Stock beneficially
owned by the following nominees for election as directors includes the
following number of shares of the Company's Common Stock beneficially
owned by members of their respective households: Mr. Brown - 1,100; Mr.
Hodapp - 19,069; Mrs. Joseph - 19; Mr. Kerber - 35,966; and Mr. Ray -
1,164.
(4)Does not include any shares owned by The Hormel Foundation, of which Mr.
Johnson, Mr. Ray, and Mr. Hodapp are members.
(5)Shares listed as beneficially owned include, where applicable, shares
allocated to participants' accounts under the Hormel Tax Deferred
Investment Plan 401(k)A and the Company's Founders' Fund Plan, and a
pro-rata share of unallocated shares held in the Company's Joint
Earnings Profit Sharing Trust for the benefit of participants.
(6)As of October 31, 1998, all directors and executive officers as a group
owned beneficially 1,804,293 shares subject to immediately exercisable
options.
* Less than one percent.
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") consists exclusively of
nonemployee directors, and is responsible for setting and administering the
policies that govern the compensation of executive officers of the Company,
including the five executive officers named in this proxy statement. The
Committee also administers the Company's stock option plans, Operators' Share
Incentive Compensation Plan, and Long-Term Incentive Plan.
Philosophy/Objectives
The Committee's objective is to attract and retain the most highly qualified
executive officers in a manner which provides incentives to create stockholder
value. This objective is accomplished by establishing compensation which is
calculated to attract and retain the best management talent available while at
the same time providing both significant risk and opportunity for reward based
on Company performance.
Executive officer Annual Compensation as related in the Summary Compensation
Table on page 11 consists of salary and formula bonus determined by Company
earnings under the Company's Operators' Share Incentive Compensation Plan. Long
Term Compensation is provided by stock options and restricted shares which
provide longer term compensation opportunities based on increases in the value
of the Company's stock, and by the Company's Long Term Incentive Plan based on
the Company's ranking in cumulative total shareholder return over a designated
performance period compared to a pre-selected peer group. In its considerations,
except as noted below, the Committee does not assign quantitative relative
weights to different factors or follow mathematical formulae. Rather, the
Committee exercises its discretion and makes a judgment after considering the
factors it deems relevant. The Committee believes that it has set compensation
at appropriate levels which reflect each executive's contribution to achieving
the Company's goals and in a manner that ties the executive's earning
opportunity to the welfare of the Company's stockholders.
In the Committee's view, it is in the Company's best interest to offer
compensation opportunities which enable the Company to compete with other
American industrial companies for the most effective talent available. However,
it is also the Committee's view that such opportunities should involve
compensation which is significantly "at risk" to the fortunes of the Company.
For that reason, while total Annual Compensation is targeted to place an
executive's total compensation at the 75th percentile of the compensation
reported by a consultant retained by the Company as described below, the
proportion of formula bonus in the compensation mix will generally increase as
the executive officer's responsibilities and compensation increase. In the case
of the five executive officers named in the Summary Compensation Table, the
formula bonus exceeds salary for each of the reported years.
Executive Officer Annual Compensation:Salary and Operators' Share Incentive Plan
Salary is the weekly cash payment which is assured to the executive officer
as part of the employment relationship.
The formula bonus determined by Company earnings under the Company's
Operators' Share Incentive Compensation Plan, variations of which have been used
by the Company for many years, is an amount equal to the after tax earnings per
share reported by the Company at fiscal year end on the Company's Common Stock
multiplied by a designated number of assumed shares ("Operators' Shares").
Whenever a cash dividend is declared on the Company's Common Stock, a Plan
participant will be paid the amount of such per share dividend multiplied by the
number of Operators' Shares held by the participant on the dividend record date
at the same time the dividend is paid to stockholders ("Dividend Equivalent").
After the end of each fiscal year of the Company, each participant will receive
a payment equal to the number of Operators' Shares held by the participant on
the last day of the fiscal year multiplied by the Company's after-tax net
earnings per share, minus all Dividend Equivalents paid to or due to the
participant on account of dividends declared during such fiscal year. Operators'
Shares do not constitute any form of equity ownership in the Company, and are
limited to a method for calculating compensation.
The level of salary and number of Operators' Shares is determined annually
in the following manner in the case of each executive officer.
<PAGE>
Each executive officer position has been rated based on evaluation criteria
provided by Hay Consulting Group, an independent nationally recognized
management compensation firm ("Consultant"). The Consultant has rated the Chief
Executive Officer ("CEO") position and, with input from the CEO, has rated the
major officer positions reporting directly to the CEO, including all executive
officers named in the Summary Compensation Table. Other executive positions
within the Company are rated by a job evaluation committee currently comprising
the Company's two Executive Vice Presidents, a Group Vice President, and the
Company's Vice President of Human Resources, utilizing the Consultant as a
resource.
The ratings of each executive officer position are a measurement of job
content expressed in numerical points, measuring qualitative attributes of the
position using a methodology developed by the Consultant. The Consultant
annually assigns a range of compensation values to those numerical ratings using
Consultant's data base drawn from surveys of several hundred American companies
in a variety of industries. The Committee has determined that it is appropriate
and in the Company's best interest to set the policy guideline for Company
compensation at the 75th percentile of the range of compensation provided by the
Consultant for a given numerical rating. Once the level of compensation is
established, the appropriate amount is provided through a combination of salary
and Operators' Shares. A significant percentage of that compensation for all
executive officers is provided by awarding Operators' Shares. For purposes of
determining the number of Operators' Shares to be awarded, Operators' Shares are
valued based on a three year average of Company earnings. The basic concept
underlying Operators' Shares has been used by the Company since 1932 as a
significant component of executive compensation. Compensation from Operators'
Shares exceeded salary for each executive officer named in the Summary
Compensation Table in each of the past three fiscal years.
In addition to the salary and Operators' Shares described above, Annual
Compensation has in past years included a discretionary cash bonus proposed by
the CEO for a small group of executive officers which the Committee has the
authority to accept or reject, and a bonus provided by the Committee for the
CEO. This discretionary bonus has been superceded by the Long-Term Incentive
Plan described below.
Executive Officer Long-Term Compensation:
Stock Option Plan and Long-Term Incentive Plan
Acting as the Committee administering the Company's 1991 Key Employee Stock
Option and Award Plan, the Committee reviews recommendations from the CEO for
the grant of options or Restricted Shares to executive officers (other than the
CEO) and other eligible recommended employees. The Committee's determination of
option grants in fiscal year 1998 and in past years reflected in the Summary
Compensation Table took into consideration the executive officer's past grants,
compensation level, contributions to the Company during the last completed
fiscal year, and potential for contributions in the future. (No Restricted
Shares were awarded during fiscal year 1998.)
Options are granted at the market price of the Company stock at date of
grant, and provide compensation to the optionee only to the extent the market
price of the stock increases between the date of grant and the date the option
is exercised. Options are intended to provide long term compensation tied
specifically to increases in the price of the Company's stock.
The total number of options granted in each year, which may vary from year
to year, bears a general relationship to the total number of options authorized
by the Company's stockholders divided by the number of years in the term of the
Plan under which the options are awarded. While options are generally awarded
based on the influence an executive position is considered by the Committee to
have on stockholder value, the number of options awarded may vary up or down
from prior year awards based on the level of an individual executive officer's
contribution to the Company in a particular year, based on the recommendation of
the CEO.
Company executive officers are eligible to participate in the "Hormel Foods
Corporation Long-Term Incentive Plan". This Plan is designed to provide a small
group of key employees selected by the Committee with an incentive to maximize
stockholder value. In selecting participants, and the amount of cash incentive
which can be earned by each participant, the Committee takes into account the
nature of the services rendered by the employee, his or her present and
potential contributions to the success of the Company and such other factors as
the Committee deems relevant.
Under the Long-Term Incentive Plan the Committee sets specific performance
goals, which are based solely on cumulative total return to stockholders
compared to preselected peer groups. Performance of the goals is expected to be
measured over three years, but in no case less than 24 months, and is expected
to be ranked against a peer group of companies selected by the Committee. The
first awards under this Plan were made for an approximately three year
performance period commencing November 1, 1996, and ending on the tenth day on
which shares are traded on the New York Stock Exchange following October 30,
1999. At the end of the performance period, payment will be made for attainment
of the specified goals based on the increase or decrease in market value of the
Company stock, together with dividends deemed reinvested, ("Total Shareholder
Return") during the performance period ranked against the Total Shareholder
Return of the peer group companies.
<PAGE>
Chief Executive Officer Compensation
The cash compensation of the CEO is established by the Committee in
generally the same way as cash compensation is determined for other executive
officers, and the Committee employs generally the same criteria for option
grants and Restricted Share awards as apply to other executive officers, taking
into consideration the CEO's responsibility for the total enterprise. Based on
information received from Hay Consulting Group, rating Mr. Johnson's position
and comparing his annual cash compensation to cash compensation received by
individuals in other companies in similar positions, the Committee awarded Mr.
Johnson a salary increase of $2,569.23 per week and an increase of 35,000
Operators' Shares which he received in fiscal year 1998, and which is reflected
in the Summary Compensation Table at page 11. The Committee granted Mr. Johnson
the stock options reflected in the Summary Compensation Table at page 11. The
Committee did not award Mr. Johnson any Restricted Shares in fiscal year 1998.
While the salary component of Mr. Johnson's fiscal year 1998 cash compensation
was predetermined for the year, the Operators' Shares formula bonus, comprising
more than half of his fiscal year 1998 cash compensation, was determined by the
Company's net earnings per share for fiscal year 1998 as explained under the
heading "Executive Officer Annual Compensation: Salary and Operators' Share
Incentive Plan" on the preceding page. In addition to salary and formula bonus
under the Operators' Share Incentive Compensation Plan, as described above, Mr.
Johnson is participating in the Company's Long-Term Incentive Plan, through an
award granted to Mr. Johnson by the Committee in fiscal year 1997. The Committee
has not granted Mr. Johnson any award under the Long-Term Incentive Plan in
fiscal year 1998. Mr. Johnson's long-term compensation under the Stock Option
Plan and Long-Term Incentive Plan, if any, will depend on the Company's stock
price relative to the exercise price of each option granted, and on the
attainment by the Company of the performance goals specified for the Long-Term
Incentive Plan performance period for which the award was made.
Deductibility of Compensation Under Internal Revenue Code Section 162 (m)
Section 162(m) of the Internal Revenue Code, adopted in 1993, imposes a $1
million cap, subject to certain exceptions, on the deductibility to a company of
compensation paid to the five executive officers named in such company's proxy
statement. The stockholders voted at the 1997 Annual Meeting of Stockholders to
amend and approve the Company's 1991 Key Employee Stock Option and Award Plan to
enable options granted under that Plan to qualify as deductible performance
based compensation under Section 162(m), so that any compensation realized from
the exercise of stock options would not be affected by Section 162(m). The
stockholders voted at the 1998 Annual Meeting of Stockholders to approve the
Company's Operators' Share Incentive Compensation Plan and the Company's
Long-Term Incentive Plan for the purpose of qualifying those plans under Section
162(m). The Committee believes that compensation paid pursuant to those two
Plans will be deductible, except for Dividend Equivalents paid under the
Operators' Share Plan (which may not be deductible in full for any named
executive officer in a given year). Additionally, cash compensation voluntarily
deferred by the executive officers named in this proxy statement under the
Company's Deferred Compensation Plans is not subject to the Section 162(m) cap
until the year paid. Thus, compensation paid this fiscal year subject to the
Section 162(m) cap is not expected to exceed $1 million for any named executive
officer. Therefore the Committee believes that the Company will not be subject
to any Section 162(m) limitations on the deductibility of compensation paid to
the Company's named executive officers for fiscal year 1998.
The Committee continues to consider other steps which might be in the
Company's best interests to comply with Section 162(m), while reserving the
right to award future compensation which would not comply with the Section
162(m) requirements for nondeductibility if the Committee concluded that this
was in the Company's best interests.
THE COMPENSATION COMMITTEE
William S. Davila
E. Peter Gillette, Jr.
Joseph T. Mallof
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years earned by or awarded to the Chief Executive Officer
and the four other most highly compensated executive officers of the Company:
Long Term Compensation
Annual Compensation Awards Payouts
Other
Annual Restricted Securities All
Compen- Stock Underlying LTIP Other
Salary Bonus sation Award(s) Options/ Payouts Compensa-
Name and Principal Position Year ($)(1) ($)(2) ($)(3) ($) SARs (#)(4) ($) tion ($)(5)(6)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joel W. Johnson 1998 548,246 777,000 - 0 70,000 0 26,804
Chairman, President and 1997 418,000 550,550 - 0 -0- 0 19,464
Chief Executive Officer 1996 370,500 374,400 - 0 100,000 0 16,546
Don J. Hodapp 1998 292,900 444,000 - 0 30,000 0 14,346
Executive Vice President,and 1997 261,300 343,200 - 0 -0- 0 12,427
Chief Financial Officer 1996 238,900 249,600 - 0 50,000 0 10,878
Gary J. Ray 1998 239,900 388,500 - 0 30,000 0 12,361
Executive Vice President 1997 211,100 300,300 - 0 -0- 0 10,542
1996 197,300 218,400 - 0 50,000 0 9,388
Stanley E. Kerber 1998 190,500 342,250 - 0 15,000 0 9,526
Group Vice President 1997 181,700 264,550 - 0 -0- 0 8,795
1996 177,400 192,400 - 0 25,000 0 8,262
James W. Cole 1998 224,000 296,000 - 0 10,000 0 11,213
Group Vice President 1997 196,400 228,800 - 0 -0- 0 9,476
1996 186,000 166,400 - 0 25,000 0 8,698
</TABLE>
(1)Includes director fee payments of $100 per meeting attended for each
officer named in the table.
(2)Includes payments under the Company's Operators' Share Incentive
Compensation Plan as well as annual discretionary bonuses. No
discretionary bonuses were paid in 1997 or 1998. The amounts shown in
the Table include those amounts voluntarily deferred by the named
individuals under the Company's Deferred Compensation Plans, which
permit participants to voluntarily defer receipt of all or part of the
payments currently due to the participant under the Operators' Share
Incentive Compensation Plan.
(3)There was no Other Annual Compensation exceeding the lesser of $50,000
or 10% of total Annual Compensation in each of the years shown.
(4)No SARs were awarded in 1996, 1997, or 1998.
(5)The amount shown includes Company Joint Earnings Profit Sharing
distributions which may be authorized by the Board of Directors in its
discretion based on Company profits. The total amount of Company
distributions declared available to all participants by the Board is
allocated in the same proportion as each person's base weekly wage
bears to the total base wage for all eligible persons. Payments to the
executive officers named in the Table are calculated using the same
proportional formula as is used for all eligible employees. Joint
Earnings Profit Sharing distributions were for Mr. Johnson $25,954 in
1998, $18,614 in 1997, and $15,696 in 1996; for Mr. Hodapp $13,496 in
1998, $11,577 in 1997, and $10,028 in 1996; for Mr. Ray $11,086 in
1998, $9,307 in 1997, and $8,284 in 1996; for Mr. Kerber $8,676 in
1998, $7,945 in 1997, and $7,412 in 1996; and for Mr. Cole $10,363 in
1998, $8,626 in 1997, and $7,848 in 1996. "All Other Compensation" also
includes Company matching payments of up to $200.00 under the Company's
Founders' Fund Plan and up to $650.00 under the Hormel Tax Deferred
Investment Plan A. Both of these matching payments, in the same amount,
are available to all other eligible employees. Company matching
payments were for Mr. Johnson $200 and $650 in 1998, $200 and $650 in
1997, and $200 and $650 in 1996; for Mr. Hodapp $200 and $650 in 1998,
$200 and $650 in 1997, and $200 and $650 in 1996; for Mr. Ray $200 and
$650 in 1998, $200 and $650 in 1997, and $200 and $650 in 1996; for Mr.
Kerber $200 and $650 in 1998, $200 and $650 in 1997, and $200 and $650
in 1996; and for Mr. Cole $200 and $650 in 1998, $200 and $650 in 1997,
and $200 and $650 in 1996. For Mr. Ray "All Other Compensation"
includes Company contributions to a disability insurance program which
<PAGE>
is available to all other eligible employees with benefits proportional
to Annual Compensation. Mr. Ray received contributions of $425 in 1998,
$385 in 1997 and $254 in 1996.
(6)None of the named executive officers held any Restricted Stock at year
end.
STOCK OPTIONS TABLE
The following tables summarize option grants and exercises during 1998 to or
by the Chief Executive Officer or the executive officers named in the Summary
Compensation Table above, and the values of options granted during 1998 and held
by such persons at the end of 1998.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Potential Realizable Value at Assumed Annual
Individual Grants Rates of Stock Price Appreciation for Option Term
-----------------------------------------------------------------------------------------
Number % of Total
of Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Price Expiration
Name Granted(#)(0) Fiscal Year ($/Sh) Date 5%($) 10%($)
- ------------- ------------ ------------ ----------- --------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Joel W. Johnson 70,000 17.28% $29.3125 12/18/2007 1,290,413 3,270,160
Don J. Hodapp 30,000 7.41% $29.3125 12/18/2007 553,034 1,401,497
Gary J. Ray 30,000 7.41% $29.3125 12/18/2007 553,034 1,401,497
Stanley E. Kerber 15,000 3.70% $29.3125 12/18/2007 276,517 700,749
James W. Cole 10,000 2.47% $29.3125 12/18/2007 184,345 467,166
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values (1)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options at Fiscal
Fiscal Year End (#)(4) Year End($)(2)(3)(4)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Joel W. Johnson 0 N/A 380,000/0 3,339,375
Don J. Hodapp 0 N/A 184,000/0 1,595,375
Gary J. Ray 0 N/A 184,000/0 1,595,375
Stanley E. Kerber 20,000 $285,000 90,000/0 745,314
James W. Cole 28,707 $464,695 96,293/0 834,963
</TABLE>
(1)There are no outstanding SARs.
(2)Unrealized value of in-the-money options at year end represents the
aggregate difference between the market value at October 31, 1998 and
the applicable exercise price.
(3)The differences between market value and exercise price in the case of
unrealized value accumulate over what may be, in many cases, several
years.
(4)There are no unexercisable options.
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table summarizes awards under the Company's Long-Term Incentive
Plan during 1998 to the Chief Executive Officer or the executive officers named
in the Summary Compensation Table above.
<TABLE>
<CAPTION>
Long-Term Incentive Plan - Awards in Last Fiscal Year
Estimated Future Payouts under Non-Stock
Price-Based Plans
<S> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f)
Performance
Number of or Other
Shares, Units Period Until
or Other Maturation or Threshold(6) Target(6) Maximum(6)
Name Rights ($)(1) Payout (0) ($) ($) ($)
Joel W. Johnson 0 N/A N/A N/A N/A
Don J. Hodapp 0 N/A N/A N/A N/A
Gary J. Ray 0 N/A N/A N/A N/A
Stanley E. Kerber 0 N/A N/A N/A N/A
James W. Cole 0 N/A N/A N/A N/A
(1) No awards were made during the fiscal year ending October 31, 1998.
</TABLE>
PENSION PLAN
The Company maintains noncontributory defined benefit pension plans covering
substantially all employees. Pension benefits for salaried employees are based
upon the employee's highest five years of compensation (as described below) of
the last 10 calender years of service and the employee's length of service. The
Company also maintains a supplemental executive retirement plan that provides
pension benefits calculated under the qualified defined benefit pension plan
formula that exceed the annual benefit limitation for defined benefit plans
qualifying under the Internal Revenue Code. Contingent on Mr. Johnson remaining
employed with the Company until at least July 14, 2003, a Company-established
plan will credit Mr. Johnson with deemed years of service for purposes of
determining both the amount of and eligibility for retirement benefits under the
Company's retirement plans. The following tabulation shows the estimated
aggregate annual pension payable to an employee under the qualified defined
benefit pension plan and the supplemental executive retirement plan upon normal
retirement at the end of fiscal year 1998 at age 65 under various assumptions as
to final average annual compensation and years of service, and on the
assumptions that the retirement plans will continue in effect during such time
without change and that the employee will select a single life annuity option.
The pension benefits shown below reflect an integration with Social Security
benefits.
<TABLE>
<CAPTION>
Average Annual
Compensation Years of Service
<S> <C> <C> <C> <C> <C> <C> <C>
15 20 25 30 35 40 45
$ 250,000 $56,974 $75,966 $94,957 $113,949 $ 132,940 $ 151,932 $ 170,923
$ 500,000 $116,974 $155,966 $194,957 $233,949 $ 272,940 $ 311,932 $ 350,923
$ 750,000 $176,974 $235,966 $294,957 $353,949 $ 412,940 $ 471,932 $ 530,923
$ 1,000,000 $236,974 $315,966 $394,957 $473,949 $ 552,940 $ 631,932 $ 710,923
$ 1,250,000 $296,974 $395,966 $494,957 $593,949 $ 692,940 $ 791,932 $ 890,923
$ 1,500,000 $356,974 $475,966 $594,957 $713,949 $ 832,940 $ 951,932 $1,070,923
$ 1,750,000 $416,974 $555,966 $694,957 $833,949 $ 972,940 $1,111,932 $1,250,923
$ 2,000,000 $476,974 $635,966 $794,957 $953,949 $1,112,940 $1,271,932 $1,430,923
The compensation for the purpose of determining the pension benefits consists of Annual Compensation, Restricted
Stock Awards, and LTIP Payouts. The years of credited service for individuals listed in the Summary Compensation Table
are: 7 years for Mr. Johnson; 32 years for Mr. Hodapp; 30 years for Mr. Ray; 43 years for Mr. Kerber; and 35 years for
Mr. Cole.
</TABLE>
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on the
Company's Common Stock during the five fiscal years preceding October 31, 1998,
with the Standard & Poor's 500 Stock Index and the Standard & Poor's Food Group
Index (assuming the investment of $100 in each vehicle on October 30, 1993, and
the reinvestment of all dividends during such period).
Comparison of Five Year Cumulative Total Return
Among Hormel Foods Corporation, S & P 500 Index, and S & P Food Group Index
* $100 invested on 10/31/93 in stock or index including reinvestment of
dividends.
Fiscal year ending October 31.
<PAGE>
OTHER INFORMATION RELATING TO DIRECTORS, NOMINEES,
AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Persons serving as members of the Compensation Committee during fiscal year
1998 were William S. Davila, E. Peter Gillette, Jr. and Joseph T. Mallof. None
of such persons was an officer or employee of the Company or any of its
subsidiaries during fiscal 1998, was formerly an officer of the Company or any
of its subsidiaries or had any other relationship with the Company or any of its
subsidiaries requiring disclosure under the applicable rules of the SEC. RELATED
PARTY TRANSACTIONS
During fiscal year 1998 the Company purchased 13,345 hogs in ordinary course
of business (approximately 2/10 of one percent of the Company's total hog
purchases) from Block Farms, a partnership owned by Mr. John R. Block and his
son, at the same prices paid by the Company to its other spot market hog
suppliers. During fiscal year 1998, employees of the company provided
administrative services to the Hormel Foundation, which beneficially owns more
than five percent of the Company's common stock, for which the Hormel Foundation
paid the Company $102,864.17, reimbursing the company for its fully allocated
cost for the employee time expended.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers, and any persons holding more than 10 percent of the
Company's Common Stock to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission and the New York Stock Exchange. Specific due dates for
these reports have been established, and the Company is required to disclose in
this proxy statement any failure to file by those dates during 1998.
In making these disclosures, the Company has relied on the representations of
its directors and officers and copies of the reports that they have filed with
the Commission.
Based on those representations and reports, the Secretary of the Company
inadvertently made two late Form 4 filings on behalf of Company executive
officers. One covered five gifts of shares of the Company's Common Stock made on
the same day by Mr. Dickson which were timely reported by Mr. Dickson to the
Secretary consistent with Company policy. The other covered intra-plan transfers
of funds out of Company stock funds in two Company employee benefit plans
occurring on the same day for the account of Mr. James Jorgenson, Company Vice
President, for which the Secretary had assumed reporting responsibility.
APPROVAL OF APPOINTMENT OF AUDITORS
Subject to ratification by the stockholders, the Board of Directors has
appointed Ernst & Young, independent public accountants, to audit the financial
statements of the Company and its consolidated subsidiaries for the fiscal year
which will end October 30, 1999. Ernst & Young are the present public auditors
and have served as public auditors for the Company since 1931. Representatives
of the firm are expected to be present at the meeting and will be afforded an
opportunity to make a statement, if they desire to do so and be available to
respond to appropriate questions. Management is not aware of any direct or
indirect financial interest or any other connections Ernst & Young may have with
the Company or its subsidiaries except the usual professional status of an
independent auditor.
Audit services rendered by Ernst & Young for the fiscal year ended October
31, 1998, included the examination of the financial statements of the Company
and its subsidiaries, review of certain documents filed by the Company with the
Securities and Exchange Commission, and examination of the financial statements
of various employee benefit plans.
<PAGE>
The affirmative vote of the majority of the shares of Common Stock
represented at the meeting shall constitute ratification. The Board of Directors
recommends a vote FOR the proposal to approve the appointment of Ernst & Young.
OTHER MATTERS
The management of your Company does not know of any matters to be presented
at the meeting other than those mentioned above. However, if any other matters
come before the meeting, it is intended that the holders of the proxies will
vote thereon in their discretion.
By order of the Board of Directors
T. J. LEAKE
Secretary
December 30, 1998
<PAGE>
PROXY CARDS
NUMBER 1
HORMEL FOODS CORPORATION
1 Hormel Place
Austin, MN 55912
PROXY
This proxy is solicited on behalf of the Board of Directors. The undersigned
hereby appoints Joel W. Johnson, Don J. Hodapp, Gary J. Ray or a majority
thereof present, or if only one be present, then that one, with full power of
substitution, and hereby authorizes them to represent and to vote as designated
below all the shares of Common Stock of Hormel Foods Corporation held of record
by the undersigned on December 7, 1998, at the Annual Meeting of Stockholders to
be held on January 26, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees) John W.
Allen, John R. Block, Eric A. Brown, William S. Davila, David N. Dickson, E.
Peter Gillette, Jr., Luella G. Goldberg, Don J. Hodapp, Joel W. Johnson,
Geraldine M. Joseph, Stanley E. Kerber, Joseph T. Mallof, Gary J. Ray, Robert R.
Waller, M.D. (INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT
AUDITORS OF THE CORPORATION. FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. YES NO
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, the proxy will be voted
FOR Proposals 1 and 2, and authorization will be deemed granted on point 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated January________, 1999
----------------------------------------------------
Signature
----------------------------------------------------
Signature if held jointly
<PAGE>
PROXY CARDS
NUMBER 2
HORMEL FOODS CORPORATION
1 Hormel Place
Austin, MN 55912
PROXY
This proxy is solicited on behalf of the Board of Directors. The undersigned
hereby appoints Joel W. Johnson, Don J. Hodapp, Gary J. Ray or a majority
thereof present, or if only one be present, then that one, with full power of
substitution, and hereby authorizes them to represent and to vote as designated
below all the shares of Common Stock of Hormel Foods Corporation held of record
by the undersigned on December 7, 1998, at the Annual Meeting of Stockholders to
be held on January 26, 1999, or any adjournment thereof. This proxy also
functions as a voting direction to the trustee of the employee plan(s) in which
Hormel stock was held for your account on December 7, 1998. Please refer to the
explanation on the opposite side of this card.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees) John W.
Allen, John R. Block, Eric A. Brown, William S. Davila, David N. Dickson, E.
Peter Gillette, Jr., Luella G. Goldberg, Don J. Hodapp, Joel W. Johnson,
Geraldine M. Joseph, Stanley E. Kerber, Joseph T. Mallof, Gary J. Ray, Robert R.
Waller, M.D. (INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT
AUDITORS OF THE CORPORATION. FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. YES NO
SHARES COVERED BY THIS PROXY CARD ARE LISTED OPPOSITE THE CODES WHICH ARE
EXPLAINED BELOW.
If you are a shareholder of record, your signature on this proxy card will
appoint a proxy for the shares listed opposite code COMM and direct the proxy as
to how to vote.
COMM - Shares held in your record account for which you are designating
and directing a proxy.
If you participate in any employee plans, your signature will serve as a
voting direction to the trustee of the ESPP, JEPST, 401K-A or 401K-B for any
shares listed opposite those codes, instead of appointing Messrs.
Johnson, Hodapp and Ray as your proxy for those shares.
ESPP - Shares held in your account in the Employee Stock Purchase Plan.
By signing this proxy, the undersigned appoints Piper Jaffray Inc. with full
power of substitution, and hereby directs them to represent and to vote those
shares, in person or by proxy, as designated below.
JEPST - Shares held in your account in the Hormel Foods Corporation
Joint Earnings Profit Sharing Trust. By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
401K-A Shares held in your account in the Hormel Foods Corporation Tax
Deferred Investment Plan A (401K). By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
401K-B Shares held in your account in the Hormel Foods Corporation Tax
Deferred Investment Plan B (401K). By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, the proxy will be voted
FOR Proposals 1 and 2, and authorization will be deemed granted on point 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated January________, 1999
----------------------------------------------------
Signature
----------------------------------------------------
Signature if held jointly
<PAGE>
PROXY CARD
NUMBER 3
HORMEL FOODS CORPORATION
1 Hormel Place
Austin, MN 55912
VOTING DIRECTION
This voting direction is solicited on behalf of the trustee of the plan or plans
in which Hormel stock is held for your account as explained on the opposite side
of this card. The undersigned hereby appoints such trustee(s), with full power
of substitution, and hereby authorizes them to represent and to vote as
designated below all the shares of Common Stock of Hormel Foods Corporation held
for the account of the undersigned on December 7, 1998, at the Annual Meeting of
Stockholders to be held on Janurary 26, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees) John W.
Allen, John R. Block, Eric A. Brown, William S. Davila, David N. Dickson, E.
Peter Gillette, Jr., Luella G. Goldberg, Don J. Hodapp, Joel W. Johnson,
Geraldine M. Joseph, Stanley E. Kerber, Joseph T. Mallof, Gary J. Ray, Robert R.
Waller, M.D. (INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT
AUDITORS OF THE CORPORATION. FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. YES NO
SHARES COVERED BY THIS VOTING DIRECTION ARE LISTED OPPOSITE THE CODES WHICH ARE
EXPLAINED BELOW.
Your signature will serve as a voting direction to the trustee of the ESPP,
JEPST, 401K-A or 401K-B for any shares listed opposite those codes.
ESPP - Shares held in your account in the Employee Stock Purchase Plan.
By signing this proxy, the undersigned appoints Piper Jaffray Inc. with full
power of substitution, and hereby directs them to represent and to vote those
shares, in person or by proxy, as designated below.
JEPST - Shares held in your account in the Hormel Foods Corporation
Joint Earnings Profit Sharing Trust. By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
401K-A Shares held in your account in the Hormel Foods Corporation Tax
Deferred Investment Plan A (401K). By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
401K-B Shares held in your account in the Hormel Foods Corporation Tax
Deferred Investment Plan B (401K). By signing this proxy, the undersigned
appoints Investors Bank Trust with full power of substitution and hereby directs
them to represent and to vote those shares, in person or by proxy, as designated
below.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, the proxy will be voted
FOR Proposals 1 and 2.
Please sign exactly as name appears below. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated January________, 1999
----------------------------------------------------
Signature
----------------------------------------------------
Signature if held jointly
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Check the appropriate box:
Definitive proxy statement
HORMEL FOODS CORPORATION
(Name of Registrant as Specified in its Charter)
L. D. GORDEN - DIRECTOR OF TAXES
(Name of Person Filing Proxy Statement)
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
