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:

---

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 29, 2018;

3.	To approve the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan, a copy of which is attached to this Proxy Statement as Appendix A;

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

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

---

---

---

---

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

•	If you have requested a paper copy of the proxy materials, call the telephone number on your proxy card/voting instruction form to vote by telephone.

•	If you have requested a paper copy of the proxy materials, sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote by mail.

---

•	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 97%

•	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

---

•	High percentage of pay is variable and at risk

•	Substantial stock ownership guidelines and holding requirements

•	Balanced mix of short- and long-term incentives

•	Performance targets set at challenging levels that seek to balance short- and long-term goals

---

•	this Proxy Statement for the Annual Meeting; and

•	the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

---

•	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 29, 2018;

•	To approve the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan;

•	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 29, 2018;

•	FOR the approval of the amendment and restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan; 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 an admission ticket via email at ir.tyson.com or by telephone at (479) 290-4524 and then request a ballot when you arrive.

---

•	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.

---

---

(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 Family 2009 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 Family 2009 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 Donald J. Tyson Revocable Trust of which Mr. Tyson, Mr. Erwin and Mr. Thomas B. Schueck are the trustees. 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: Donald J. Tyson Revocable Trust (44.44%); Mr. Tyson (33.33%); Ms. Tyson (11.115%); and Mr. Erwin (11.115%). 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 9,854,713 shares and 30,439,986 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/A filed with the SEC on or about April 10, 2017, 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/A.

(3)

This amount includes 459,210 shares, 55,789 shares, 23,697,075 shares and 515,064 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 13, 2017, by The Vanguard Group. The information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in such Schedule 13G/A.

(4)	This amount includes 16,917,865 shares and 19,268,113 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/A filed with the SEC

---

---

*	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 11, 2017, in the following amounts: Mr. Tyson (656,353); Mr. Hayes (137,494); Mr. Leatherby (0); Ms. Oleksiuk (84,537); Mr. White (0); Mr. Smith (0) and the other executive officers (216,164).

(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 99.99% of the outstanding Class B Common Stock and 0.92% of the outstanding Class A Common Stock, which results in the TLP controlling 70.45% 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 70.92%. 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 2017” in this Proxy Statement) to each of Mr. Banister (9,177); Mr. Beebe (2,682); Ms. Durham (2,682); Mr. McNamara (45,792); Mr. Thurber (35,583); and Ms. Tyson (25,048).

(5)	Mr. Smith stepped down as the Company’s Chief Executive Officer effective December 31, 2016.

---

---

---

---

---

---

•	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.

---

---

•	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 or re-election, as applicable.

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

(1)

The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2017. 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 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. 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 2017, outstanding deferred stock awards for individuals serving as non-employee directors during fiscal year 2017 were as follows: Mr. Banister (9,177); Mr. Beebe (2,682); Ms. Durham (2,682); Mr. McNamara (45,792); Ms. Miller (0); Mr. Sauer (0); Mr. Schomburger (0); Mr. Thurber (35,583); and Ms. Tyson (25,048).

---

(3)	The amounts in this column, other than as noted in footnote 8, represent taxes reimbursed to the recipient in connection with the use of Company-owned aircraft to accommodate the director’s spouse’s attendance at a board retreat. The amounts do not include perquisites and other personal benefits or property with an aggregate value of less than $10,000.

(4)	Mr. Banks was appointed to the Board on November 15, 2017.

(5)	Ms. Miller was appointed to the Board on December 14, 2016.

(6)	Mr. Sauer resigned from the Board effective February 27, 2017.

(7)	Mr. Schomburger was appointed to the Board on December 5, 2016.

(8)	This amount represents premiums paid by the Company for a health insurance plan, a medical reimbursement plan through December 31, 2016 and personal use of Company-owned aircraft, including reimbursement of taxes of $17,538 for such use.

---

---

---

---

•	earnings per share and/or growth in earnings per share;

•	operating cash flow and/or growth in operating cash flow;

•	cash available;

•	net income and/or growth in net income;

•	revenue and/or growth in revenue;

•	total shareholder return (measured as the total of the appreciation of, and dividends declared on, Class A Common Stock);

---

•	return on invested capital;

•	return on shareholder equity;

•	return on assets;

•	return on common book equity;

•	operating income;

•	EBIT, EBITDA or EBITDAR; or

•	Company stock price performance.

---

---

(1)	This amount excludes 255,693 of stock awards granted to former non-employee directors.

(2)	This amount includes 726,078 stock appreciation rights.

---

---

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 the amount of the payment and the recipient;

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

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

---

---

---

•	Requirements for leading practices for nutrient management and pollutant limits throughout direct operations, contract farms, and feed suppliers, with a focus on verifiably reducing nitrate contamination;

•	Reporting on time-bound goals, key performance indicators and metrics demonstrating conformance to the policy;

•	Financial and technical support to help implement the policy; and

•	A transparent mechanism to regularly disclose progress on adoption and implementation.

---

---

---

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

•	Tom Hayes, President and Chief Executive Officer (“CEO”)

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

•	Mary Oleksiuk, Executive Vice President and Chief Human Resources Officer

•	Noel White, Group President Fresh Meats and International

•	Donnie Smith, Former Chief Executive Officer

---

---

•	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.

---

---

---

•	achievement of a cumulative Adjusted EBIT target over the 2017, 2018 and 2019 fiscal years (the “cumulative EBIT criterion”); and

•	a comparison of the relative total shareholder return of the Company’s Class A Common Stock relative to the relative total shareholder return of the Compensation Peer Group over the 2017, 2018 and 2019 fiscal years (the “stock price comparison criterion”).

---

•	Employee Stock Purchase Plan;

•	Retirement Savings Plan;

•	Executive Savings Plan; and

•	Executive Long-Term Disability Plan.

---

---

•

Mr. Leatherby’s contract provides for a salary of $566,500, which had increased to $700,000 at the end of fiscal year 2017. He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his grade 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.

•

Ms. Oleksiuk’s contract provides for a salary of $487,500, which had increased to $600,000 at the end of fiscal year 2017. She is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at her grade 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. White’s contract provides for a salary of $725,000, which had increased to $850,000 at the end of fiscal year 2017. He is eligible for awards under the Company’s performance incentive payment programs and equity plans consistent with other employees at his grade level, subject to the discretion of the Company’s senior management and the Compensation Committee as deemed necessary. 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.

---

---

---

---

(1)

Except for the amount reported for Mr. Smith in fiscal year 2017, 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. 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. The amount reported in fiscal year 2017 for Mr. Smith represents the incremental fair value associated with modification to his outstanding restricted stock awards. In connection with Mr. Smith’s departure, he received full vesting of these awards rather than the pro rata vesting specified under the original terms of the award agreements.

(2)

The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. 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 during fiscal year 2017 at the probable payout and the maximum payout that would result if the highest levels of performance goals are achieved. The grant date fair

---

(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 2017 on nonqualified deferred compensation as follows: Mr. Tyson - $0; Mr. Hayes - $295; Mr. Leatherby - $54,003; Ms. Oleksiuk - $6,212; Mr. White - $95,391; and Mr. Smith - $123,566. With respect to Mr. Smith, the actuarial present value of his SERP benefit was negative for fiscal year 2017 (i.e. ($1,098,136)), and the amount reflected in this column is solely attributable to above market earnings during fiscal year 2017 and does not reflect the change in SERP benefit. 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 Mr. Hayes have been increased by $47,500 from the amount previously reported for fiscal year 2016 to reflect a moving allowance. The amounts reflected in this column for fiscal year 2017 represent the sum of all other compensation and perquisites received by the NEOs 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 pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2017, though attributable to performance in fiscal year 2017, as follows: Mr. Tyson - $72,559; Mr. Hayes - $0; Mr. Leatherby - $39,438; Ms. Oleksiuk - $33,011; Mr. White - $56,082; and Mr. Smith - $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 2017” under “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2016 but paid in fiscal year 2017, as those awards were previously reported as fiscal year 2016 compensation.

(b)	The amount in this column includes severance pay, consulting fees and reimbursement of COBRA premiums pursuant to the terms of his transition agreement in the amounts of $858,654, $1,680,769 and $5,076, respectively.

(c)	The amounts in this column include premiums paid by the Company for a long-term disability insurance policy and the EMRP for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (d)

---

(d)	This amount includes $1,349,366 for personal use of Company-owned aircraft. This also includes amounts for a life insurance premium, security services and event tickets.

(e)	This amount includes $220,140 for personal use of Company-owned aircraft, an amount for spousal attendance at an event and event tickets.

(f)	This amount includes $52,500 for a moving allowance paid directly to the executive.

(g)	This amount includes $47,950 for personal use of Company-owned aircraft.

(h)	This amount includes $18,635 for personal use of Company-owned aircraft.

(1)	The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2017 under the Executive Incentive Plan based on the NEO’s salary on September 30, 2017. The amounts paid to each NEO pursuant to this plan for fiscal year 2017 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the

---

(2)

The amounts in these columns represent (i) 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 14, 2016, and (ii) 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 14, 2016 and February 8, 2017. The vesting terms of the performance stock include the achievement of a three-year cumulative Adjusted EBIT target and a favorable relative total shareholder return comparison with the relative total shareholder return of the Compensation Peer Group. The vesting terms of the restricted stock with performance criteria granted on November 28, 2016 include the achievement of a three-year cumulative Adjusted EBIT of $125 million over the 2017 - 2019 fiscal years. Assuming all performance criteria are satisfied, the November 28, 2016 awards will vest on November 18, 2019. The vesting terms of the restricted stock with performance criteria granted on February 15, 2017 include the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2017 - 2018 fiscal years. Assuming all performance criteria are satisfied, the February 15, 2017 awards will vest on February 15, 2020. 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 28, 2026. 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 2017, 2016 and 2015” in this Proxy Statement.

(6)

The numbers in this row reflect (i) shares of restricted stock that were impacted by the modification to outstanding restricted stock awards held by Mr. Smith in connection with his December 31, 2016 departure from the Company and does not reflect a new equity grant, and (ii) the fair value of such shares on the modification date. In connection with Mr. Smith’s departure, he received full vesting of these awards rather than the pro rata vesting specified under the original terms of the award agreements.

---

(1)	The amounts listed in this column reflect a share price of $70.45, the closing price of our shares on the NYSE on September 29, 2017, the last trading day of our 2017 fiscal year.

(2)	These options vested and became exercisable on November 21, 2017.

(3)	This represents an award of restricted stock with performance criteria that vested on November 17, 2017 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 2015-2017 fiscal years.

(4)	This represents an award of performance stock that vested on November 17, 2017 resulting from the satisfaction of the following performance criteria: (a) cumulative Adjusted EBIT target of $8.704 billion for the 2015-2017 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

---

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

(6)	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.

(7)

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 maximum potential payout.

(8)	One-third of these options vested and became exercisable on November 28, 2017. One-half of the remaining options are scheduled to vest and become exercisable on November 28, 2018 and the remaining options are scheduled to vest and become exercisable on November 28, 2019.

(9)	This represents an award of restricted stock with performance criteria that vests on November 18, 2019 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 November 18, 2019 subject to the achievement of a three-year cumulative Adjusted EBIT target and favorable comparison of the Company's relative total shareholder return to a predetermined peer group of publicly traded companies over the 2017-2019 fiscal years. The number of shares reported is based on the maximum potential payout.

(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. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(12)	This represents an award of restricted stock with performance criteria that vests on February 15, 2020 subject to (i) the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2017 and 2018 fiscal years and (ii) the executive’s continued employment with the Company through February 15, 2020. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(13)	This represents an award of restricted stock with performance criteria that vests on February 15, 2020 subject to the achievement of a two-year cumulative Adjusted EBIT of $125 million over the 2017 and 2018 fiscal years. The amount includes shares accrued under the Company’s dividend reinvestment plan.

(1)	Represents previously awarded restricted stock with performance criteria that vested on November 28, 2016.

(2)	Amount based on our stock price of $58.34 on November 28, 2016.

(3)	Represents previously awarded performance stock that vested on November 28, 2016.

(4)	Represents previously awarded restricted stock with performance criteria that vested on January 3, 2017.

(5)	Amount based on our stock price of $62.58 on January 3, 2017.

---

(1)	The plan considers only creditable service, as more fully described above. The NEOs’ actual years of service are as follows: Mr. Tyson - 45 years, Mr. Hayes - 11 years, Mr. Leatherby - 27 years, Ms. Oleksiuk - 5 years, Mr. White - 34 years and Mr. Smith - 36 years.

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

---

(1)

As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. As previous executives of The Hillshire Brands Company (“Hillshire”), Mr. Hayes and Ms. Oleksiuk have account balances in the Hillshire 401(k) SERP and Mr. Hayes has an account balance in the Hillshire Executive Deferred Compensation Plan, each as further described below. As a previous executive of IBP, inc. (“IBP”), Mr. White also has an account balance in the Company’s Retirement Income 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 2017, 2016 and 2015” in this Proxy Statement. The amounts in this column include post-fiscal year 2017 contributions made from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2017 performance as follows: Mr. Tyson - $90,699; Mr. Hayes - $0; Mr. Leatherby - $49,298; Ms. Oleksiuk - $41,263; Mr. White - $140,206; and Mr. Smith - $0.

(3)

Included in these amounts are matching contributions to the applicable NEOs and pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2017, though attributable to performance in fiscal year 2017, as follows: Mr. Tyson - $72,559; Mr. Hayes - $0; Mr. Leatherby - $39,438; Ms. Oleksiuk - $33,011; Mr. White - $56,082; and Mr. Smith - $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 2017, 2016 and 2015” in this Proxy Statement.

(5)	The amounts in this column include post-fiscal year 2017 executive contributions and Company matching contributions as described in footnotes (2) and (3) above.

---

(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:

---

---

---

(1)

This amount represents the continued payment of the NEO’s base salary for two months to reflect the remaining term of his employment contract. Mr. Tyson’s employment contract in effect on September 30, 2017 was scheduled to terminate on November 25, 2017.  He executed an amended and restated employment contract on November 9, 2017, as described in the “Compensation Discussion and Analysis” section of this proxy statement.

(2)	This amount represents the continued payment of the NEO’s base salary for two years and two times the annual target performance incentive payment.

(3)	The amounts in this row represent the value of each NEO’s 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 September 30, 2017, based on our stock price of $70.45 on September 29, 2017.

(4)

With the exception of Mr. Tyson, these amounts represent the premiums to continue the NEOs’ health insurance for the severance period provided in the NEO’s employment contract.  Mr. Tyson’s contract provides that in the case of his disability, he and his spouse are entitled to health insurance until each of their deaths, and his eligible dependents are entitled to 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

---

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

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---