The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Derivative and Class Action, Settlement Hearing, and Right to Appear (the “Notice”). Because this website is just a summary, you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to the settlement of claims in a consolidated stockholder derivative and class action (the “Action”) brought by investors alleging breaches of fiduciary duty against: (i) defendants JBS Wisconsin Properties, LLC, JBS USA Food Company, JBS USA Food Company Holdings, and JBS, S.A. (collectively, “JBS”) in its capacity as the controlling stockholder of Pilgrim’s Pride Corporation (“Pilgrim’s Pride” or the “Company”); and (ii) defendants Gilberto Tomazoni, Wesley Mendonça Batista, Joesley Mendonça Batista, Andre Nogueira de Souza, Ajay Menon, Farha Aslam, Raul Padilla, Wallim Cruz de Vasconcellos Jr., and Arquimedes A. Celis (collectively, the “Director Defendants,” and together with JBS, the “Defendants”) in their capacities as directors of Pilgrim’s Pride. Plaintiffs allege, among other things, that Defendants breached their fiduciary duties by approving an amendment to the Company’s certificate of incorporation (the “Charter Amendment”), which allowed JBS to consolidate Pilgrim’s Pride’s financials for tax purposes and therefore purportedly provided significant non-ratable benefits to JBS. Plaintiffs also allege that Defendants breached their fiduciary duties by entering into a Tax Sharing Agreement with JBS (the “Tax Sharing Agreement”).
Subject to Court approval, plaintiffs City of Miami Beach Fire and Police Pension Fund and Bruce Taylor (together, “Plaintiffs”), on behalf of themselves and the Settlement Class (defined below) and derivatively as stockholders of Pilgrim’s Pride, have reached a settlement of the Action for $31,000,00 in cash that resolves all claims in the Action (the “Settlement”).
Please Note: The cash recovery from the Settlement will go to the Company. Individual Company stockholders will not receive any direct payment from the Settlement. Accordingly, there is no Proof of Claim Form for stockholders to submit in connection with this Settlement, and stockholders are not required to take any action in response to this Notice.
If you: (i) held shares of Pilgrim’s Pride common stock that were issued and outstanding between, and including September 1, 2024 and December 30, 2024; and/or (ii) currently hold Pilgrim’s Pride common stock (with respect to any right to bring a claim derivatively on behalf of Pilgrim’s Pride), your rights will be affected by the Action and the proposed Settlement.
The Settlement Class preliminarily certified by the Court solely for purposes of the Settlement consists of:
The holders of shares of Pilgrim’s Pride common stock that were issued and outstanding between, and including September 1, 2024 and December 30, 2024 (the “Class Shares”), in their capacities as holders of Class Shares, together with their heirs, assignees, transferees, and successors-in-interest, in each case in their capacity as holders of Class Shares. Excluded from the Settlement Class are Defendants; their respective successors and assigns; the past and current executive officers and directors of Pilgrim’s Pride and JBS; the immediate family members of any of the above excluded persons; any entity in which any of the above excluded persons or entities have or had a direct or controlling ownership interest; and the legal representatives, heirs, successors-in-interest or assigns of any such excluded persons or entities.
Please Note: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Settlement Class.