---
schema_version: "secwatch.filing_event.v1"
accession: "0000916365-23-000064"
form_type: "8-K"
ticker: "TSCO"
cik: "0000916365"
company_name: "TRACTOR SUPPLY CO /DE/"
filed_at: "2023-05-12T23:59:59+00:00"
generated_at: "2026-06-15T03:15:36.548120+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Tractor Supply appoints Edna K. Morris as Chairman; all director nominees elected

## Summary
- Edna K. Morris appointed Chairman; she received 79,483,668 votes for and 7,480,806 against in director election.
- All eight director nominees elected with large majorities; committee chairs reassigned (Cardenas to Audit, Weikel to Compensation, Jackson to Governance).
- Shareholders ratified Ernst & Young as auditor for FY2023 (93.0M for, 5.6M against, 0.9M abstain).
- Advisory say-on-pay approved (77.5M for vs 9.2M against); shareholders voted for an annual frequency (85.5M for 1 year).

## SEC filing metadata
- accession: 0000916365-23-000064
- form_type: 8-K
- ticker: TSCO
- cik: 0000916365
- company_name: TRACTOR SUPPLY CO /DE/
- filed_at: 2023-05-12T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.07, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/0000916365-23-000064-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/tsco-20230512.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000916365-23-000064
- JSON: https://secwatch.observer/filing/0000916365-23-000064.json
- Plain text: https://secwatch.observer/filing/0000916365-23-000064.txt

## Key facts
- Shareholder Votes
  TRACTOR SUPPLY CO /DE/ shareholders approved Advisory vote on the compensation of named executive officers at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: (3) The compensation of the named executive officers of the Company was approved on an advisory and non-binding basis by the following tabulation: For Against Abstain Broker Non-Votes 77,460,349 9,211,871 372,395 12,448,947
  evidence_url: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/0000916365-23-000064-index.htm
- Shareholder Votes
  TRACTOR SUPPLY CO /DE/ shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023 at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: (2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023 was approved by the following tabulation: For Against Abstain 93,003,773 5,588,193 901,596
  evidence_url: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/0000916365-23-000064-index.htm
- Shareholder Votes
  TRACTOR SUPPLY CO /DE/ shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: (4) For the frequency of the advisory vote on the compensation of the named executive officers of the Company, the election of every one year was approved by the following tabulation: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 85,516,966 161,774 1,248,058 117,817 12,448,947
  evidence_url: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/0000916365-23-000064-index.htm
- Shareholder Votes
  TRACTOR SUPPLY CO /DE/ shareholders approved Election of Directors at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: (1) Each director was elected by the following tabulation: For Against Abstain Broker Non-Votes Joy Brown 86,575,628 384,166 84,821 12,448,947 Ricardo Cardenas 85,172,156 1,786,253 86,206 12,448,947 André Hawaux 86,589,689 370,859 84,067 12,448,947 Denise L. Jackson 85,793,697 1,166,719 84,199 12,448,947 Ramkumar Krishnan 85,922,441 1,033,986 88,188 12,448,947 Edna K. Morris 79,483,668 7,480,806 80,141 12,448,947 Mark J. Weikel 85,760,844 1,201,856 81,915 12,448,947 Harry A. Lawton III 86,734,264 225,969 84,382 12,448,947
  evidence_url: https://www.sec.gov/Archives/edgar/data/916365/000091636523000064/0000916365-23-000064-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.