In re Tyson Foods, Inc. (Tyson II)

Following Tyson I's denial of dismissal as to seven Compensation Committee directors (defendants) over spring-loaded option grants, the directors supplemented the record showing the shareholder-approved plan actually authorized two option types — incentive options (which could not be priced below market value at grant) and non-qualified options (which could be priced at any level) — and argued the challenged spring-loaded grants were simply non-qualified options within their discretion; but Tyson's SEC filings after the grants never clarified that non-qualified options had been issued, stating only that options were granted at that day's stock price. The directors moved for judgment on the pleadings.