Pilgrim's Pride (PPC) Proxy Filing summary

Executive summary

• A special meeting is called to approve an amendment to the Amended and Restated Certificate of Incorporation, with no other matters on the agenda.

• The amendment aims to enable tax consolidation with JBS USA, providing potential tax and administrative benefits to all shareholders.

• The Board, including all Equity Directors, unanimously recommends voting in favor of the amendment.

• The JBS Stockholder, holding a majority of shares, is expected to approve the proposal.

Voting matters and shareholder proposals

• The sole proposal is to amend the Certificate of Incorporation to adjust board composition and enable tax consolidation.

• Shareholders may vote for, against, or abstain; abstentions and broker non-votes count as votes against.

• The Board recommends a vote FOR the amendment.

• Procedures for submitting shareholder proposals for the 2025 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The amendment increases the board size to ten when JBS holds 80%+ of shares, with eight JBS Directors and two Equity Directors.

• At least two JBS Directors must be independent and financially literate if JBS holds at least 50% of shares.

• The amendment removes the obsolete Founder Director role.

• Equity Directors retain approval rights over certain key governance actions, protecting minority investors.