UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. __)
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SEABOARD CORPORATION
_______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2013
Notice is hereby given that the 2013 Annual Meeting of
Stockholders of Seaboard Corporation, a Delaware
corporation, will be held at the Westin Waltham, 70 3rd
Avenue, Waltham, Massachusetts, on Monday, April 22, 2013,
commencing at 9:00 a.m., local time, and thereafter as it
may from time to time be adjourned, for the following
purposes:
1. To elect five directors to hold office until the 2014
annual meeting of stockholders and until their
respective successors are duly elected and qualified;
2. To consider and act upon ratification and approval of
the selection of KPMG LLP as the independent auditors
of Seaboard for the year ending December 31, 2013;
3. To consider and act upon a stockholder proposal, if
introduced at the meeting, as described in the
accompanying proxy statement; and
4. To transact such other business as properly may come
before the meeting.
The Board of Directors has fixed the close of business
on Friday, March 8, 2013, as the record date for
determination of the stockholders entitled to notice of,
and to vote at, the annual meeting.
By order of the Board of Directors,
David M. Becker,
Senior Vice President,
General Counsel and Secretary
March 15, 2013
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE FOLLOW THE SPECIFIC VOTING INSTRUCTIONS
APPEARING ON THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE
MEETING.
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
For the Stockholder Meeting to be held on April 22, 2013
This notice of annual meeting and accompanying proxy
materials are available to you on the Internet. We
encourage you to review all of the important information
contained in the proxy materials before voting.
Our Company's Proxy Statement, Annual Report and other
proxy materials to Stockholders are available at:
www.seaboardcorp.com (under "Investors" and "SEC Filings" tabs)
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2013
March 15, 2013
Date, Time and Place of the Meeting
This proxy statement is furnished in connection with
the solicitation of proxies for use at the annual
meeting of stockholders of Seaboard Corporation
("Seaboard") to be held on Monday, April 22, 2013,
commencing at 9:00 a.m., local time, and at any
adjournment thereof. The meeting is called for the
purposes set forth in the foregoing Notice of Annual
Meeting, and will be held at the Westin Waltham, 70 3rd
Avenue, Waltham, Massachusetts. You may obtain
directions to the location of the annual meeting by
calling us at (913) 676-8800.
Stockholders Entitled to Vote at the Meeting
Stockholders of record as of the close of business
on the March 8, 2013 record date are entitled to notice
of, and to vote at, the annual meeting and at any
adjournment thereof. Seaboard had 1,197,513.24 shares
of common stock, $1.00 par value, outstanding and
entitled to vote as of the record date. Each such
share of common stock is entitled to one vote on each
matter properly to come before the annual meeting.
This proxy statement and the enclosed form of proxy
were first sent or given to stockholders on or about
March 15, 2013.
Quorum Requirement
A quorum of stockholders is necessary to hold a
valid meeting. A majority of our outstanding shares of
common stock on the record date, or 598,757 shares,
will be needed to establish a quorum for the annual
meeting. Votes cast at the annual meeting will be
tabulated by persons duly appointed to act as
inspectors of election and voting for the annual
meeting. The inspectors of election and voting will
treat shares represented by a properly signed and
returned proxy as present at the annual meeting for
purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or
abstaining. Likewise, the inspectors will treat shares
of stock represented by proxies reflecting one or more
"broker non-votes" as present for purposes of
determining a quorum. Broker non-votes are proxies
with respect to shares held in record name by brokers
or nominees, as to which (i) instructions have not been
received from the beneficial owners or persons entitled
to vote with respect to one or more matters; (ii) the
broker or nominee does not have discretionary voting
power under applicable national securities exchange
rules or the instrument under which it serves in such
capacity; and (iii) the record holder has indicated on
the proxy card or otherwise notified Seaboard that it
does not have authority to vote such shares on such
matter or matters.
Attending the Meeting and Voting in Person
If you plan to attend the annual meeting and vote in
person, we will give you a ballot when you arrive.
However, if your shares are held in the name of your
broker, bank or other nominee (commonly referred to as
being held in "street" name), proof of ownership may be
required for you to be admitted to the meeting. A
recent brokerage statement and letter from a bank or
broker are examples of proof of ownership. If you want
to vote your shares of common stock held in street name
in person at the meeting, you will have to get a
written proxy in your name from the broker, bank or
other nominee who holds your shares.
Voting by Proxy
The Board of Directors solicits your proxy in the
form enclosed for use at the annual meeting. You may
vote your shares by completing the proxy card with your
vote, signature and date, and returning it by mail in
the envelope provided, or you can follow the
instructions on the proxy card to cast your vote via
the Internet or telephone. Any stockholder giving a
proxy in accordance with the enclosed form may revoke
it at any time before it is exercised. A stockholder
may revoke his or her proxy by delivering to the
Secretary of Seaboard a written notice of revocation or
a duly executed proxy bearing a later date, or by
attending the meeting and voting in person. A duly
completed proxy will be voted at the annual meeting in
accordance with the instructions of the stockholder.
Where a stockholder's voting instructions are not
specified in the completed proxy, the shares
represented by the proxy will be voted "for" the
election of the nominees for director listed herein,
"for" ratification of the selection of KPMG LLP as
independent auditors for 2013, and "against" the
stockholder proposal described herein that requests
Seaboard to report its charitable, political and
lobbying contributions. The Board of Directors does
not know of any matters that will be brought before the
meeting other than those referred to in the Notice of
Annual Meeting. However, if any other matter properly
comes before the meeting, it is intended that the
persons named in the enclosed form of proxy, or their
substitutes acting thereunder, will vote on such matter
in accordance with their discretion and judgment. If
your shares of common stock are held in street name,
you will receive instructions from your broker, bank or
other nominee that you must follow in order to have
your shares voted. Seaboard will bear all expenses in
connection with the solicitation of proxies, including
preparing, assembling and mailing this proxy statement.
After the initial mailing of this proxy statement,
proxies may be solicited by mail, telephone, facsimile
transmission or personally by directors, officers,
employees or agents of Seaboard. Brokerage houses and
other custodians, nominees and fiduciaries will be
requested to forward soliciting materials to beneficial
owners of shares held of record by them, and their
reasonable out-of-pocket expenses will be paid by
Seaboard.
Vote Required
A favorable plurality of votes cast (a number
greater than those cast for any other candidates) is
necessary to elect members of the Board of Directors.
Accordingly, abstentions or broker non-votes as to the
election of directors will not affect the election of
the candidates receiving the plurality of votes. The
other proposals set forth herein require the
affirmative vote of a majority of the shares
represented at the meeting. Shares represented by
broker non-votes as to such matters are treated as not
being present for the purposes of such matters, while
abstentions as to such
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matters are treated as being present but not voting
in the affirmative. Accordingly, the effect of broker
non-votes is only to reduce the number of shares
considered to be present for the consideration of
such matters, while abstentions will have the same
effect as votes against the matter.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
as of January 31, 2013 (unless otherwise indicated
below) regarding the beneficial ownership of Seaboard's
common stock by the only persons known to us to own
beneficially 5 percent or more of Seaboard's common
stock. Unless otherwise indicated, all beneficial
ownership consists of sole voting and sole investment
power.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
_________________________________________________________________________
Steven J. Bresky(1) 902,511.24 75.4%
c/o Seaboard Flour LLC
1320 Centre Street, Suite 200
Newton Center, MA 02459
Seaboard Flour LLC(2) 465,825.69 38.9%
1320 Centre Street, Suite 200
Newton Center, MA 02459
SFC Preferred LLC(2) 428,122.55 35.8%
1320 Centre Street, Suite 200
Newton Center, MA 02459
FMR LLC(3) 60,895 5.1%
82 Devonshire Street
Boston, MA 02109
__________________
(1) The shares reported include 2,538 shares of
Seaboard's common stock owned directly;
465,825.69 shares of Seaboard's common stock that
may be attributed to S. Bresky by virtue of his
position as sole manager of Seaboard Flour LLC, with
the right to vote Seaboard shares owned by Seaboard
Flour LLC; 428,122.55 shares of Seaboard's common
stock that may be attributed to S. Bresky by virtue
of his position as sole manager of
SFC Preferred LLC, with the right to vote Seaboard
shares owned by SFC Preferred LLC; 1,775 shares of
Seaboard's common stock that may be attributed to
S. Bresky, as co-trustee of a trust which owns such
shares; and 4,250 shares of Seaboard's common stock
that may be attributed to him as co-trustee of the
"Bresky Foundation" trust. All of the common units
of Seaboard Flour LLC and SFC Preferred LLC
(collectively, the "Seaboard Flour Entities") are
held by S. Bresky and other members of the Bresky
family, including trusts created for their benefit.
3
(2) S. Bresky, Chairman of the Board, President and
Chief Executive Officer of Seaboard, and other
members of the Bresky family, including trusts
created for their benefit, beneficially own all of
the common units of the Seaboard Flour Entities.
S. Bresky is the co-trustee and beneficiary of some
of the trusts owning units of the Seaboard Flour
Entities, and may be deemed to have indirect
beneficial ownership of Seaboard's common stock held
by the Seaboard Flour Entities by virtue of his
position as manager of both of the Seaboard Flour
Entities, with the right to vote Seaboard shares
owned by the Seaboard Flour Entities.
(3) The information with respect to the holdings of
FMR LLC is provided as of December 31, 2012, based
on a Schedule 13G filed by FMR LLC with the SEC on
February 14, 2013. FMR LLC reports that, of the
60,895 shares beneficially owned, it has sole voting
power with respect to 13,295 shares and sole
dispositive power with respect to all 60,895 shares.
Fidelity Management & Research Company ("Fidelity"),
a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under the Investment
Advisers Act of 1940 ("Investment Advisers Act"), is
the beneficial owner of 47,600 shares as a result of
acting as investment adviser to various investment
companies registered under the Investment Company
Act of 1940. Edward C. Johnson 3d (Chairman of
FMR LLC) and FMR LLC, through its control of
Fidelity, and the funds each have sole power to
dispose of the 47,600 shares owned by the funds.
Members of the family of Edward C. Johnson 3d are
the predominant owners, directly or through trusts,
of Series B common shares of FMR LLC, representing
49 percent of the voting power of FMR LLC. The
Johnson family group and all other Series B
shareholders of FMR LLC have entered into a
shareholders' voting agreement under which all
Series B shares will be voted in accordance with the
majority vote of Series B shares. Neither FMR LLC
nor Edward C. Johnson 3d has the sole power to vote
or direct the voting of the shares owned directly by
the Fidelity funds, which power resides with the
funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines
established by the funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("Pyramis"), an
indirect wholly-owned subsidiary of FMR LLC and an
investment adviser registered under the Investment
Advisers Act, is the beneficial owner of
13,295 shares as a result of its serving as
investment manager of institutional accounts,
non-U.S. mutual funds or investment companies
registered under the Investment Company Act of 1940
owning such shares. Edward C. Johnson 3d and
FMR LLC, through its control of Pyramis, each has
sole dispositive power over 13,295 shares and sole
power to vote or to direct the voting of
13,295 shares owned by the institutional accounts of
funds advised by Pyramis, as reported above.
SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth certain information
as of January 31, 2013 regarding the beneficial
ownership of Seaboard's common stock by each of our
directors and director nominees, each of our executive
officers named in the Summary Compensation Table on
page 10 and all of our directors and executive officers
as a group.
4
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
_____________________________________________________________
Steven J. Bresky 902,511.24 (1) 75.4%
David A. Adamsen 20 *
Douglas W. Baena 100 *
Joseph E. Rodrigues 200 (2) *
Edward I. Shifman, Jr. 5 *
Robert L. Steer - 0 - *
David M. Dannov 10 *
Edward A. Gonzalez - 0 - *
Terry J. Holton - 0 - *
All directors and executive 902,906.24 75.4%
officers as a group (19 persons)
__________
(1) The nature of the beneficial ownership of the
shares reported is set forth in footnote (1) to the
table under "Principal Stockholders" above.
(2) The shares reported are held by Joseph
E. Rodrigues, as co-trustee of the Isabel
A. Rodrigues Irrevocable Trust dated December 28,
2011. As co-trustee, Joseph E. Rodrigues has shared
voting and shared investment power with Isabel A.
Rodrigues, the other trustee.
* Less than one percent.
ITEM 1: ELECTION OF DIRECTORS
Our Board of Directors has fixed the number of
directors at five, and has nominated the persons set
forth below for election at the annual meeting. Unless
otherwise specified, proxies will be voted in favor of
the election as directors of the following five persons
for a term of one year and until their successors are
elected and qualified.
Principal Occupations and Positions
and Specific Experience, Qualitications, Director
Name Age Attributes or Skills Since
_______________________________________________________________________________
Steven J. Bresky 59 Director, Seaboard Corporation; President and 2005
Chief Executive Officer (since July 2006),
Seaboard Corporation; Manager, Seaboard Flour
(since 2006). Mr. Bresky is particularly
qualified to be a Director of Seaboard based
on his experience in working for Seaboard for
more than 30 years, including acting as
President of Seaboard Corporation and
as President of Seaboard's Overseas Division.
5
David A. Adamsen 61 Director and Member of Audit Committee, 1995
Seaboard Corporation; former Vice
President - Wholesale Sales (January 2009-2010),
C&S Wholesale Grocers (wholesale food
distribution company); Vice President -
Wholesale & Manufacturing (2005-2008), The Penn
Traffic Co. (retail and wholesale food
distribution company). Mr. Adamsen has worked
for more than 35 years in the food, food
distribution, and food manufacturing businesses.
His experience and knowledge make him
qualified as a Director for Seaboard.
Douglas W. Baena 70 Director and Chairman of Audit Committee, 2001
Seaboard Corporation; self-employed (since
1997), engaging in facilitation of equipment
lease financings and consulting, doing business
as CreditAmerica Corporation. Mr. Baena has
an educational background in accounting and has
experience working as a Certified Public
Accountant. He also has experience arranging
lease financing transactions for companies.
This accounting and finance background provides
experience and attributes which are desirable
for a Seaboard Director.
Joseph E. Rodrigues 76 Director, Seaboard Corporation. 1990
Mr. Rodrigues is a retired former Executive
Vice President and Treasurer of Seaboard
Corporation, who worked for more than 20 years
in various operational and executive positions
for Seaboard prior to retiring in 2001.
Mr. Rodrigues had responsibilities with Seaboard
relating to most of its businesses, making him
valuable as a director.
Edward I. Shifman, Jr. 69 Director and Member of Audit Committee, 2009
Seaboard Corporation. Mr. Shifman is
retired and has experience working as a
banker for more than 30 years for various
financial institutions, providing experience
qualifying him to serve as a Director.
Edward I. Shifman, Jr. is a first cousin of Steven
J. Bresky.
There are no arrangements or understandings between
any nominee and any other person pursuant to which such
nominee was nominated.
6
In case any person or persons named herein for
election as directors are not available for election at
the annual meeting, proxies may be voted for a
substitute nominee or nominees (unless the authority to
vote for all nominees or for the particular nominee who
has ceased to be a candidate has been withheld), as
well as for the balance of those named herein.
Management has no reason to believe that any of the
nominees for the election as director will be
unavailable.
The Board of Directors recommends that you vote for
the election as directors of the five persons listed
above.
BOARD OF DIRECTORS INFORMATION
Meetings of the Board
The Board of Directors held four meetings in fiscal
2012, one of which was a telephonic meeting. Other
actions of the Board of Directors were taken by
unanimous written consent, as needed. Each director
attended more than 75 percent of the aggregate of the
total number of meetings of the Board of Directors and
the total number of meetings held by all committees of
the Board on which he served.
Seaboard does not have any policy requiring
directors to attend Seaboard's annual meeting of
stockholders, although generally the directors have
attended Seaboard's annual stockholders' meetings. All
directors attended the 2012 annual meeting.
Controlled Corporation
Seaboard is a "controlled corporation," as defined
in the rules of the NYSE MKT, because more than
50 percent of the voting power of Seaboard is owned by
the Seaboard Flour Entities. As such, Seaboard is
exempted from many of the requirements regarding Board
of Director committees and independence. The members
of our Board of Directors who are independent within
the meaning of the NYSE MKT listing standards are
Joseph E. Rodrigues, David A. Adamsen, Douglas W. Baena
and Edward I. Shifman, Jr.
Board Leadership Structure and Role in Risk Oversight
Steven J. Bresky serves as both Seaboard's principal
executive officer and Chairman of the Board. Steven
J. Bresky is the beneficial owner of approximately
75.4 percent of Seaboard, and has more than 30 years'
experience with Seaboard. Seaboard does not have a
lead independent director. Seaboard believes that
Steven J. Bresky has a sufficient vested interest in
Seaboard on the basis of his stock ownership position,
and has the experience necessary to lead Seaboard as
both the principal executive officer and Chairman of
the Board.
The Audit Committee of the Board of Directors
provides risk oversight of Seaboard with respect to the
audit of Seaboard's financial statements, Seaboard's
internal audit function and any financial matters
reported to Seaboard's Vice President of Internal Audit
or other Seaboard representative. The Audit Committee
administers this oversight function through Audit
Committee meetings and periodic meetings in private
with Seaboard's auditors, KPMG, and Seaboard's Vice
President of Internal Audit. The Board of Directors
does not have any other significant oversight function,
aside from performance of the Board of Director
function through
7
periodic meetings. The Board of Directors does not
believe that its role in risk oversight of Seaboard
has any significant effect on the Board's leadership
structure.
Committees of the Board
Seaboard's Board of Directors has established an
Audit Committee. There currently are no other standing
executive, compensation, nominating or other committees
of Seaboard's Board of Directors, or committees
performing similar functions of the Board.
Audit Committee. Seaboard's Board of Directors has
established an Audit Committee comprised solely of
independent directors. The members of the Audit
Committee are David A. Adamsen, Douglas W. Baena and
Edward I. Shifman, Jr. Mr. Baena is Chairman of the
Audit Committee. The Audit Committee selects and
retains independent auditors and assists the Board in
its oversight of the integrity of Seaboard's financial
statements, including the performance of our
independent auditors in their audit of our annual
financial statements. The Audit Committee meets with
management and the independent auditors, as may be
required. The independent auditors have full and free
access to the Audit Committee, without the presence of
management. The Board of Directors has determined that
Douglas W. Baena is an "audit committee financial
expert" and is "independent," within the meaning of the
listing standards of NYSE MKT. The Audit Committee
held five meetings in fiscal 2012, two of which were
telephonic meetings.
Director Nominations
The Board of Directors believes it is not necessary
to have a separate nominating committee because of the
low turnover of Board of Director seats and because the
entire Board of Directors participates in the
consideration of director nominees. There currently is
no charter that establishes procedures for the Board's
consideration of director nominees. The Board believes
that it should be comprised of directors with varied,
complementary backgrounds, and that directors should,
at a minimum, have expertise that may be useful to
Seaboard. Directors should also possess the highest
personal and professional ethics, and should be willing
and able to devote the required amount of time to
Seaboard's business. In determining whether a director
should be retained and stand for re-election, the Board
also considers that member's performance and
contribution to the Board during his tenure with the
Board. Seaboard's policy is to consider nominees who
are submitted by stockholders on a case-by-case basis.
All nominees, including those submitted by
stockholders, will be evaluated using generally the
same methods and criteria, although those methods and
criteria are not standardized and may vary from time to
time. The Board does not have any policy with respect
to diversity and does not consider diversity in
identifying nominees for Director.
Communication with the Board
The Board of Directors does not provide a process
for stockholders to send communications to the Board
because it believes that the process available under
applicable federal securities laws for stockholders to
submit proposals for consideration at the annual
meeting is adequate.
8
Compensation of Directors
The following table shows the compensation received
by each member of our Board of Directors (other than
those who are named executive officers in the Summary
Compensation table on page 10) for service on the Board
in 2012.
Director Compensation Table
Fees Earned All Other
or Paid in Cash Compensation(1) Total
_______________ _______________ _______
Douglas W. Baena $72,000 $25,000 $97,000
David A. Adamsen $64,000 - 0 - $64,000
Edward I. Shifman, Jr. $64,000 - 0 - $64,000
Joseph E. Rodrigues $53,000 - 0 - $53,000
____________
(1) All Other Compensation for D. Baena was for
consulting services related to Seaboard's executive
compensation agreements and plans.
Each non-employee director received $12,500
quarterly and an additional $2,000 per quarter for
service on the Audit Committee of the Board. The
Chairman of the Audit Committee also received an
additional $2,000 per quarter. Each non-employee
director also receives an additional $1,500 for each in-
person Board or Audit Committee meeting. All director
compensation represents fees paid in cash only.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer, the Chief Financial Officer and the
three other highest paid executive officers of Seaboard
(the "Named Executive Officers") for such period in all
capacities in which they have served:
9
Summary Compensation Table
Change in
Pension Value
and Non-Qualified
Name Deferred
and Compensation All Other
Principal Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position Year ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 2012 880,000 1,200,000 4,168,878 148,317 6,397,195
President, 2011 865,000 1,200,000 3,008,397 117,271 5,190,668
Chief Executive 2010 845,000 1,200,000 2,954,501 118,805 5,118,306
Officer
Robert L. Steer 2012 680,000 1,100,000 2,087,213 132,790 4,000,003
Executive Vice 2011 660,000 1,100,000 1,574,036 125,564 3,459,600
President, 2010 645,000 1,100,000 1,578,361 119,293 3,442,654
Chief Financial
Officer
David M. Dannov 2012 420,000 850,000 1,483,751 86,623 2,840,374
President, Seaboard 2011 395,000 675,000 1,499,859 103,648 2,673,507
Overseas Trading 2010 360,000 850,000 960,785 78,558 2,249,343
Group
Edward A. Gonzalez 2012 420,000 750,000 1,502,311 78,510 2,750,821
President, Seaboard 2011 410,000 600,000 678,711 82,005 1,770,716
Marine Ltd. 2010 397,000 750,000 631,820 107,384 1,886,204
Terry J. Holton (5) 2012 420,000 900,000 1,186,008 81,217 2,587,225
President, Seaboard 2011 304,500 450,000 494,975 58,380 1,307,855
Foods LLC
__________
(1) Salary includes amounts deferred at the election
of the Named Executive Officers under Seaboard's 401(k)
Retirement Savings Plan, the Seaboard Corporation
Non-Qualified Deferred Compensation Plan and the
Executive Deferred Compensation Plan, such plans being
described below under "Benefit Plans."
(2) Reflects guaranteed bonus, under Employment
Agreements described below, and discretionary bonus
earned, and includes amounts deferred at the election
of the Named Executive Officers under Seaboard's 401(k)
Retirement Savings Plan, the Seaboard Corporation
Non-Qualified Deferred Compensation Plan and the
Executive Deferred Compensation Plan described below
under "Benefit Plans."
10
(3) Reflects the actuarial increase in the present
value of the Named Executive Officer's benefits under
all retirement plans, for which information is provided
in the Pension Benefits table on page 16, determined
using interest rate and mortality rate assumptions,
consistent with those used in Seaboard's financial
statements. These amounts for 2012 are as follows:
S. Bresky, $4,027,100; R. Steer, $1,949,185; D. Dannov,
$1,479,879; E. Gonzalez, $1,502,311; and T. Holton,
$1,156,385. These amounts for 2011 are the amounts set
forth in the Summary Compensation Table. These amounts
for 2010 are as follows: S. Bresky, $2,796,049;
R. Steer, $1,424,100; D. Dannov, $956,458; and
E. Gonzalez, $631,820. The amounts for 2012 and 2010
also reflect the above-market earnings on contributions
under the Investment Option Plan described below. The
amounts for 2012 are as follows: S. Bresky, $141,778;
R. Steer, $138,028; D. Dannov, $3,872; and T. Holton,
$29,623. The amounts for 2010 are as follows:
S. Bresky, $158,452; R. Steer, $154,261; and D. Dannov,
$4,327. For 2011, there were no above-market or
preferential earnings on contributions under the
Investment Option Plan described below.
(4) Included in All Other Compensation are Seaboard
matching contributions under the Non-Qualified Deferred
Compensation Plan, such plan being described below
under "Benefit Plans." These amounts for 2012 are as
follows: S. Bresky, $55,050; R. Steer, $46,812;
D. Dannov, $25,500; E. Gonzalez, $23,723; and
T. Holton, $16,101.
Also included in All Other Compensation are the
amounts earned for unused paid time off. These
amounts for 2012 are as follows: S. Bresky,
$33,846; R. Steer, $26,154; D. Dannov, $13,731;
E. Gonzalez, $16,154; and T. Holton, $16,154.
Also included in All Other Compensation are
Seaboard's contributions to its 401(k) Retirement
Savings Plan on behalf of the Named Executive
Officers, amounts paid for disability and life
insurance and individual perquisites, including
amounts paid as an automobile allowance, fuel card
usage, personal usage of Seaboard's airplane, a
gross-up for related taxes Reimbursement for taxes
owed on the above-stated items total as follows for
each of the Named Executive Officers for 2012:
S. Bresky, $19,515; R. Steer, $18,058; D. Dannov,
$14,006; E. Gonzalez, $10,200; and T. Holton,
$14,269.
(5) Mr. Holton was promoted to President of Seaboard
Foods LLC in December 2011, and was not previously an
executive officer of Seaboard.
11
EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS
Seaboard and each Named Executive Officer is a party
to an Employment Agreement with Seaboard, which was
amended and restated in 2012. Each of the Employment
Agreements contains the following principal terms:
S. Bresky's Employment Agreement has a term of one
year, and renews annually for one year terms, unless
terminated by Seaboard. The Employment Agreements for
the other Named Executive Officers have terms of three
years, and renew annually for three year terms through
a date certain, ranging from December 31,
2015 - December 31, 2021, and then renew annually for
one year terms, unless terminated by Seaboard.
The Employment Agreements provide for payment of the
following initial Base Salary and minimum Annual Bonus
for each NEO:
Initial Base Salary Minimum Annual Bonus
__________________________________________
S. Bresky $880,000 $450,000
R. Steer $680,000 $450,000
D. Dannov $420,000 $400,000
E. Gonzalez $420,000 $400,000
T. Holton $420,000 $500,000
Payments Upon Certain Events
The Employment Agreements each continue to provide
for the payment of severance upon the termination of
employment in certain circumstances. Following is a
summary of the amounts which would be paid by Seaboard
to each Named Executive Officer if, on December 31,
2012, his employment was involuntarily terminated
without "Cause," or if he resigned for "Good Reason,"
as those terms are defined in the Employment Agreement
for each Named Executive Officer:
Accrued Bonus Lump Sum
through 12/31/12 Severance Severance
- Payable 30 Payable Over Payable One
Days After One Year in Year After
Termination Date Installments Termination Total
($) ($) ($) ($)
________________________________________________________
Steven J. Bresky 1,200,000 880,000 1,200,000 3,280,000
Robert L. Steer 1,100,000 680,000 4,660,000 6,440,000
David M. Dannov 675,000 420,000 2,865,000 3,960,000
Edward A. Gonzalez 600,000 420,000 2,640,000 3,660,000
Terry J. Holton 450,000 420,000 2,190,000 3,060,000
12
The Board of Directors has approved for each of the
Named Executive Officers the right to use Seaboard's
airplane for personal use. S. Bresky has been allotted
15 hours of flight time for personal use. Each of the
other Named Executive Officers has been allotted
10 hours of flight time for personal use. Seaboard
also will pay each of the Named Executive Officers for
the incidental fees and expenses incurred related to
the flights, including ground transportation, and a
"tax gross-up" of the estimated federal and state
income taxes each will incur as a consequence of this
benefit.
BENEFIT PLANS
409A Executive Retirement Plan and Cash Balance
Retirement Plan
The Seaboard Corporation 409A Executive Retirement
Plan (the "Executive Retirement Plan") provides
retirement benefits for a select group of the officers
and managers, including the Named Executive Officers,
other than E. Gonzalez. The Executive Retirement Plan
was amended and restated effective January 1, 2013 and
dated December 21, 2012. The Executive Retirement Plan
gives credit for all years of service with Seaboard,
both before and after becoming a participant. For years
of service before becoming a participant
(pre-participation service), the benefit is equal to
0.65 percent of the final average remuneration (salary
plus bonus) of the participant, plus 0.50 percent of
final average remuneration of the participant in excess
of Social Security Covered Compensation, all multiplied
by the participant's pre-participation service. For
years of service after becoming a participant
(post-participation service), the benefit is equal to
2.5 percent of the final average remuneration of the
participant, multiplied by the participant's years of
post-participation service. The amendment to the
Executive Retirement Plan effective January 1, 2013
limits, and in some circumstances establishes, the
final average remuneration and limits the years of
post-participation service eligible to calculate the
benefit. The benefit amount determined by the formula
is reduced by the following: (i) the amount such
participant has accrued under the Seaboard Corporation
Pension Plan (described below); and (ii) the benefit
earned under the Executive Retirement Plan from 1994
through 1996 that resulted in cash payments from the
plan that were based on the cost to purchase such
benefit. Benefits under the Executive Retirement Plan
are currently unfunded. As of December 31, 2012, all
of the participating Named Executive Officers were
fully vested, as defined in the Executive Retirement
Plan. For the accrued benefit as of December 31, 2012
(the "Pre-2013 Benefit"), the ordinary form of payment
of the benefit is pursuant to a "Single Lump Sum
Payment," which is equivalent in value to the benefit
described above, payable in "Single Life Annuity" form.
Under certain circumstances, the Executive Retirement
Plan allows for optional forms of payment of the
Pre-2013 Benefit. If the Pre-2013 Benefit will be paid
pursuant to a lump sum, then payment will be made upon
the earlier of: (i) the seventh month following
separation from service; (ii) any change of control of
Seaboard; or (iii) death or disability. If the
Pre-2013 Benefit will be paid pursuant to an annuity,
payment will begin in the seventh month following the
month in which the participant has a separation from
service, or at age 62, if later; or pursuant to a lump
sum, in the event of the death or disability of the
participant, or any change of control of Seaboard. The
portion of the benefit which accrues after December 31,
2012 ("Post-2012 Benefit") will be calculated as a lump
sum on a date specified in the plan, and for the Named
Executive Officers, this balance will be increased or
decreased based on the return of certain investments
selected by
13
the participant and paid upon the earlier
of: (i) the participant's separation from service;
(ii) a change of control; or (iii) the death or
disability of the participant. For the participants
who are not Named Executive Officers, the Post-2012
Benefit will be paid as a lump sum on the earlier of:
(i) the date specified in the plan; (ii) the seventh
month following separation of service; (iii) any change
of control of Seaboard; or (iv) death or disability.
The table in the Seaboard Corporation Pension Plan and
Seaboard Defined Benefit Plan section below sets forth
estimates of the present value as of December 31, 2012
of the accumulative benefits that would be payable to
the Named Executive Officers under the Executive
Retirement Plan at the earliest unreduced age (i.e.,
age 62) for pre-participation and post-participation
service (note that S. Bresky, R. Steer and D. Dannov
began participating in this plan on January 1, 1994,
and T. Holton began participating in this plan on
January 1, 1997), which estimates are calculated based
on the assumptions described in Footnote 10 of
Seaboard's 2012 financial statements contained in its
Annual Report.
The Seaboard Corporation Cash Balance Executive
Retirement Plan (the "Cash Balance Retirement Plan")
provides retirement benefits for a select group of the
officers of Seaboard's subsidiary, Seaboard
Marine Ltd., including E. Gonzalez. The Cash Balance
Retirement Plan was amended and restated effective
January 1, 2013 and dated December 21, 2012. The Cash
Balance Retirement Plan provides an alternative benefit
in lieu of the Executive Retirement Plan because of a
change in tax law which provided for adverse tax
consequences to the employees of Seaboard Marine Ltd.
The benefit under the Cash Balance Retirement Plan is
structured to approximate the benefit which would have
been payable to the participant had he remained a
participant in the Executive Retirement Plan; provided,
however, pursuant to the Cash Balance Retirement Plan,
each participant must recognize income equal to the
annual increase in the accrued benefit under the plan,
and Seaboard makes a cash distribution under the plan
in an amount equal to the estimated amount of taxes
which will be incurred by the participant based on the
income recognized, which cash distribution is deducted
from the amount of the accrued benefit. In conjunction
with the adoption of the plan, each participant agreed
that the accrued vested benefit under the Executive
Retirement Plan would be paid pursuant to the
provisions of the Cash Balance Retirement Plan. The
accrued benefit under the Cash Balance Retirement Plan
will be determined for each participant as of a date
set forth in the plan, on which date no further years
of service will accrue for purposes of calculating the
benefit. The accrued benefit as of this date will be
increased or decreased based on deemed investments
selected by the participant, and will be paid upon the
earlier of: (i) a separation of service; (ii) a change
in control of Seaboard; or (iii) death or disability.
Payment of all or a portion of the benefit may be
delayed by up to six months in accordance with the then
applicable provisions of the Internal Revenue Code.
The benefit under the Cash Balance Retirement Plan is
currently unfunded. The table in the Seaboard
Corporation Pension and Seaboard Defined Benefit
Pension Plan section below sets forth an estimate of
the present value as of December 31, 2012 of the
accumulative benefit that would be payable to
E. Gonzalez under the Cash Balance Retirement Plan at
the earliest unreduced age (i.e., age 62), not
considering the distributions paid to each such
participant prior to age 62 in an amount equal to the
estimated income taxes required to be paid as a
consequence of the plan for years prior to payment of
the lump sum benefit, which estimate is calculated
based on the same assumptions described in Footnote 10
of Seaboard's financial statements contained in its
Annual Report. Note that E. Gonzalez became a
participant in the Executive Retirement Plan on
January 1, 2005;
14
however, he has been awarded three additional years of
service, such that he is deemed to have joined the
plan effective January 1, 2002. Accordingly, the
table in the Pension Benefits section below reflects
the pre-participation and post-participation service
based on this date. Such service is credited under
the Cash Balance Retirement Plan.
Seaboard Corporation Pension Plan and Seaboard Defined
Benefit Pension Plan
Seaboard provides defined benefits for its domestic
salaried and clerical employees upon retirement through
the Seaboard Corporation Pension Plan (the "Corporation
Plan") or the Seaboard Defined Benefit Pension Plan
(the "Defined Benefit Plan") (collectively the
"Plans"). Beginning in fiscal 1997, each of the
individuals named in the Summary Compensation Table
participated in the Corporation Plan. Effective
January 1, 2010, the Defined Benefit Plan was
established, receiving assets from and assuming
liabilities of the Corporation Plan. The Named
Executive Officers other than E. Gonzalez participate
in the Corporation Plan, and E. Gonzalez participates
in the Defined Benefit Plan. The benefits under the
Corporation Plan and the Defined Benefit Plan are the
same. Benefits under the Plans generally are based
upon the number of years of service and a percentage of
final average remuneration (salary plus bonus), subject
to limitations under applicable federal law. As of
December 31, 2012, all of the Named Executive Officers
were fully vested, as defined in the Plans. Under the
Plans, the benefit payment for a married participant is
pursuant to a "50 Percent Joint and Survivor Annuity."
This means the participant will receive a monthly
annuity benefit for his/her lifetime, and an eligible
surviving spouse will receive a lifetime annuity equal
to 50 percent of the participant's benefit. The
payment of the benefit for an unmarried participant is
pursuant to a "Single Life Annuity." The Plans allow
for optional forms of payment under certain
circumstances. The normal retirement age under the
Plans is age 65. However, unreduced benefits are
available at age 62 with five years of service. The
Pension Benefits table below shows the present value of
the accumulated benefits that would be payable under
the Plans at the earliest unreduced commencement age
(i.e., age 62).
Each of the Named Executive Officers (other than
T. Holton) is 100 percent vested under a particular
defined benefit ("Benefit") that was frozen at
December 31, 1993 as part of the Plans. A definitive
actuarial determination of the benefit amounts was made
in 1995. The annual amounts payable upon retirement
after attaining age 62 under this Benefit are as
follows: S. Bresky, $32,796; R. Steer, $15,490;
D. Dannov, $8,346; and E. Gonzalez, $2,643. Under the
Plans, the payment of this benefit is pursuant to a
"Ten-Year Certain and Continuous Annuity." This means
the participant would receive a monthly annuity benefit
for his/her lifetime and, if the participant dies while
in the ten-year certain period, the balance of the
ten-year benefit would be paid to his/her designated
beneficiary. If the participant dies while employed by
Seaboard or after retirement, but before the
commencement of benefits, monthly payments would be
made to the participant's beneficiary in the form of a
100 percent joint and survivor benefit. The Plans
allow for optional forms of payment under certain
circumstances.
The following table sets forth the Years of Credited
Service, the Present Value of the Accumulated Benefit
and the Payments during the last fiscal year, pursuant
to the specified Plans for each of the Named Executive
Officers.
15
Pension Benefits
Present Payments
Years of Value of During
Credited AccumulatedLast Fiscal
Service Benefit Year
Name Plan Name (#) ($) ($)
_______________________________________________________________________________
Steven J. Bresky Executive Retirement Plan(1) 33 16,181,390 - 0 -
Corporation Plan 30 884,165 - 0 -
Robert L. Steer Executive Retirement Plan(1) 28 8,998,216 - 0 -
Corporation Plan 25 510,301 - 0 -
David M. Executive Retirement Plan(1) 25 5,207,160 - 0 -
Dannov Corporation Plan 22 405,760 - 0 -
Edward A. Cash Balance Retirement Plan(1) 23 3,588,512 668,831
Gonzalez Defined Benefit Plan 23 369,889 - 0 -
Terry J. Executive Retirement Plan(1) 18 2,841,947 - 0 -
Holton Corporation Plan 18 405,522 - 0 -
__________
(1) Credited years of post-participation service
for S. Bresky, R. Steer and D. Dannov is 19 years,
for E. Gonzalez is 11 years, and for T. Holton is
16 years. The credited years of pre-participation
service for each of the Named Executive Officers is
as follows: S. Bresky, 14; R. Steer, 9; D. Dannov,
6; E. Gonzalez, 12; and T. Holton, 2.
Non-Qualified Deferred Compensation Plan
In 2005, Seaboard adopted the Seaboard Corporation
Non-Qualified Deferred Compensation Plan (the "Deferred
Compensation Plan"), which gives a select group of
management or highly-compensated employees the right to
defer salary and bonus to be paid by Seaboard at a
later time, all in accordance with applicable ERISA and
income tax laws and regulations. No income taxes are
payable by the participants on amounts deferred
pursuant to the Deferred Compensation Plan until they
are paid to the participant. The Deferred Compensation
Plan also provides for a Company contribution to be
credited to participants in an amount equal to
Seaboard's 401(k) Retirement Savings Plan matching
percentage, 3 percent for 2012, of each participant's
deferral pursuant to the Plan, and of each
participant's annual compensation in excess of the Tax
Code limitation on the amount of compensation that can
be taken into account under Seaboard's 401(k)
Retirement Savings Plan (the "401(k) Match"). The
amount of such limitation for Seaboard was $245,000 in
2012, 2011 and 2010.
16
Through 2008, each of the Named Executive Officers
was a participant in the Deferred Compensation Plan.
Effective January 1, 2009, the plan was amended to
provide that E. Gonzalez was no longer allowed to make
deferrals under the Deferred Compensation Plan, and the
401(k) Match was not made pursuant to the Deferred
Compensation Plan for compensation earned after
January 1, 2009; however, amounts deferred prior to
January 1, 2009 remained subject to the plan.
All amounts deferred and all Company contributions
credited are included in the amounts reported in the
Summary Compensation Table above.
Non-Qualified Deferred Compensation Plan
Aggregate
Executive Registrant Aggregate Balance
Contributions Contributions Earnings Aggregate atLast
in Last in Last in Last Withdrawals/ Fiscal
Fiscal Year(1) Fiscal Year(2) Fiscal Year Distributions Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 1,114,538 54,737 734,200 - 0 - 7,164,218
Robert L. Steer 826,584 45,853 486,439 - 0 - 4,770,915
David M. Dannov 120,014 23,290 728 (272,232) 291,526
Edward A. Gonzalez - 0 - - 0 - 24,351 (125,285) 193,898
Terry J. Holton - 0 - 11,852 8,464 - 0 - 80,902
__________
(1) Represents bonus earned in 2011 and deferred
when paid in 2012. For R. Steer, the amount also
includes 2012 salary deferral.
(2) Represents the 401(k) Match made by Seaboard
based on 2011 compensation and 2011 bonus paid in
2012. For R. Steer, amount also includes a portion
of the 401(k) Match based on his 2012 salary
deferral.
Seaboard Marine Ltd. 401(k) Excess Plan
Effective January 1, 2009, Seaboard adopted the
Seaboard Marine Ltd. 401(k) Excess Plan (the "401(k)
Excess Plan"), which provides a benefit for certain
employees of Seaboard Marine Ltd., including
E. Gonzalez. Pursuant to the 401(k) Plan, participants
are paid an amount equal to Seaboard's 401(k)
Retirement Savings Plan matching percentage, which for
2012, equaled 3 percent of each participant's annual
compensation in excess of the Tax Code limitation on
the amount of compensation that can be taken into
account under Seaboard's 401(k) Retirement Savings
Plan. The amount of such limitation was $245,000 for
2012, 2011 and 2010. The benefit earned by E. Gonzalez
pursuant to this Plan for 2010 and paid to E. Gonzalez
in 2011 was $23,009. The benefit earned by E. Gonzalez
pursuant to this Plan in 2011 and paid to E. Gonzalez
in 2012 was $28,000. The benefit earned by E. Gonzalez
pursuant to this Plan for 2012 ($23,723) will be paid
to him in 2013, and is included in the Summary
Compensation Table above.
17
Investment Option Plan
For the years 2001-2004, Seaboard established the
Investment Option Plan, which allowed executives to
reduce their compensation, and Seaboard to make
contributions, in exchange for an option to acquire
interests measured by reference to three alternative
investments. However, as a result of U.S. tax
legislation passed in October 2004, reductions to
compensation and contributions by Seaboard after 2004
were no longer allowed. The exercise price for each
investment option was established based upon the fair
market value of the underlying investment on the date
of grant.
Investment Option Plan
Net
Aggregate Aggregate
Aggregate Balance Exercise Balance
Earnings Aggregate at Last Price at Last
in Last Withdrawals/ Fiscal for Fiscal
Fiscal Year Distributions Year End Option Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 580,972 - 0 - 5,039,250 783,838 4,255,412
Robert L. Steer 574,906 - 0 - 4,986,627 758,938 4,227,689
David M. Dannov 16,200 - 0 - 140,515 21,629 118,886
Edward A. Gonzalez - 0 - - 0 - - 0 - - 0 - - 0 -
Terry J. Holton 117,137 - 0 - 1,019,394 167,495 851,899
Retiree Medical Benefit Plan
The Seaboard Corporation Retiree Medical Benefit
Plan provides family medical insurance to certain
members of management, including each Named Executive
Officer upon his retirement in the event he has
attained age 50, and has completed at least 15 years of
service. This benefit is also furnished in the event
the Named Executive Officer's employment is
involuntarily terminated (other than if the Named
Executive Officer unlawfully converted a material
amount of funds), or in the event of a change of
control of Seaboard.
Following is a summary of the present value cost to
Seaboard of this benefit for each Named Executive
Officer, assuming that this benefit was triggered and
said medical insurance began to be furnished on
December 31, 2012.
18
Present Value of
Retiree Medical Benefit(1)
Name ($)
______________________________________________
Steven J. Bresky 402,180
Robert L. Steer 538,655
David M. Dannov 554,946
Edward A. Gonzalez 608,313
Terry J. Holton 567,747
_____________
(1) To calculate the present value of this benefit, the
assumptions for claims costs, health care trend,
aging on claims, mortality and interest rate are the
same as were used to accrue a liability on
Seaboard's balance sheet.
Executive Long-Term Disability Plan
The Seaboard Corporation Executive Long-Term
Disability Plan provides disability pay continuation to
certain members of management, including R. Steer,
D. Dannov, E. Gonzalez and T. Holton upon a long-term
illness or injury that prevents the participant from
being able to perform his duties. Benefits are payable
following a 90 day elimination or waiting period. In
conjunction with the Seaboard Corporation Group
Long-Term Disability Plan, benefits payable are equal
to 70 percent of participant's salary and bonus, up to
$23,000 per month for R. Steer, and up to $18,000 per
month for D. Dannov, E. Gonzalez and T. Holton.
COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Program
The Board of Directors has responsibility for
establishing, implementing and monitoring adherence
with Seaboard's compensation philosophy. The Board
ensures that the total compensation paid to the Named
Executive Officers is fair, reasonable and competitive.
Compensation Philosophy and Objectives
Seaboard maintains the philosophy that determination
of compensation for its executive officers by the Board
of Directors is primarily based upon recognition that
these officers are responsible for implementing
Seaboard's long-term strategic objectives. The Board
subjectively evaluates both performance and
compensation to ensure that Seaboard maintains its
ability to attract and retain superior employees in key
positions, and that compensation provided to key
employees remains competitive relative to compensation
paid to similarly situated executives of our peer
companies. Seaboard does not maintain any equity
compensation plans, such as stock grants or stock
options, unlike most of Seaboard's peer companies.
It is the Board's philosophy that the compensation
of its Named Executive Officers should not be subject
to dramatic increases or decreases based on short-term
operating performance. For example, in years when
Seaboard has higher than historical average operating
results, bonuses of the Named Executive Officers are
generally higher, but not reflective of the potential
19
compensation that would have been paid to the executive
through equity compensation if Seaboard maintained any
equity compensation plans. Likewise, bonuses for
executives generally do not decline significantly in a
year when Seaboard has lower than historical average
operating results.
At the 2011 Annual Meeting of Stockholders, the
Company provided stockholders the opportunity to cast
an advisory vote on executive compensation and on the
frequency of holding future advisory votes on executive
compensation. The stockholders voted to approve, on an
advisory basis, the compensation of the Company's
executive officers, as described in the Compensation
Discussion and Analysis section, the tabular disclosure
regarding such compensation and the accompanying
narrative disclosure set forth in the Company's 2011
annual meeting proxy statement. The Board viewed the
vote as a strong expression of the stockholders'
general satisfaction with the Company's current
executive compensation programs. Consistent with the
stockholders' preference expressed in voting at the
2011 Annual Meeting of Stockholders, the Company's
Board of Directors determined that an advisory vote on
the compensation of the Company's executive officers
will be conducted every three years. The next such
stockholder advisory vote will thus take place at the
2014 Annual Meeting of Stockholders.
Setting Executive Compensation
Based on the foregoing objectives, the Board of
Directors establishes compensation based upon a
subjective review of Company performance and individual
performance.
A significant factor in determining total
compensation is that Seaboard does not provide any
long-term incentive compensation, such as stock grants
or stock options.
2012 Executive Compensation Components
For the fiscal year ended December 31, 2012, the
principal components of compensation for the Named
Executive Officers were:
- Base salary;
- Bonus;
- Retirement and other benefits; and
- Perquisites and other personal benefits.
Salaries and Bonuses. To establish the base
salaries and bonuses for the Named Executive Officers,
the Board of Directors makes a subjective
determination, primarily considering:
- Individual review of the executive's compensation,
both individually and relative to other officers;
- Individual performance of the executive; and
- Seaboard's operating results.
20
The 2012 salaries for the Named Executive Officers were
established based on the estimated increase in the cost
of living. The 2012 bonuses of the Named Executive
Officers are reflective of the operating results of
Seaboard and/or the area of Seaboard's business for
which the Named Executive Officer is responsible,
although no specific targets are utilized, and a
subjective evaluation of the market data. The amount
of bonuses is more dependent upon Seaboard's operating
results than base salaries. The Employment Agreements
for the Named Executive Officers require minimum annual
bonus payments.
Retirement and Other Benefits. Each of the Named
Executive Officers is a participant in the Executive
Retirement Plan or the Cash Balance Retirement Plan.
The benefit under these plans is generally equal to
2.5 percent of the final average remuneration (salary
plus bonus) of the participant, multiplied by the
participant's years of service in the plan after
January 1, 1997, subject to a limitation in the number
of years of service and final average remuneration.
The exact amount of the benefits, the offsets thereto
and the benefit for years of service prior to
January 1, 1997 are set forth in more detail on page 12
of this Proxy statement.
Seaboard also maintains a tax-qualified retirement
savings plan, to which all U.S.-based employees,
including the Named Executive Officers, are able to
contribute their annual compensation, up to the limit
prescribed by the Internal Revenue Service. For 2012,
Seaboard matched 50 percent of the first 6 percent of
compensation contributed to the plan. All matching
contributions vest fully after completing 5 years of
service.
The Named Executive Officers, in addition to certain
other executives, are entitled to participate in the
Non-Qualified Deferred Compensation Plan, which gives
participants (other than E. Gonzalez) the right to
defer salary and bonus to be paid by Seaboard at a
later time, all in accordance with applicable ERISA and
income tax laws and regulations.
Seaboard also maintains for each of the Named
Executive Officers and certain other executives the
Seaboard Corporation Retiree Medical Benefit Plan,
which provides family medical insurance to each
participant upon his retirement: (i) in the event he
has attained age 50, and has at least 15 years of
service; or (ii) in the event the participant's
employment is involuntarily terminated (other than if
the participant unlawfully converted a material amount
of funds); or (iii) in the event of a change of control
of Seaboard.
The Board believes that Seaboard's retirement and
other benefits are consistent with the philosophy of
Seaboard to provide security and stability of
employment to the Named Executive Officers as a
mechanism to attract and retain these employees.
Perquisites and Other Personal Benefits. Seaboard
provides the Named Executive Officers with perquisites
and other benefits that the Board believes are
reasonable and consistent with its overall compensation
program to better enable Seaboard to attract and retain
superior employees for key positions. These include an
automobile allowance, fuel card usage, life insurance,
disability insurance, personal use of Seaboard's
airplane up to a specified number of hours, and paid
time off and pay for unused paid time off.
21
Tax Implications
Pursuant to Section 162(m) of the Internal Revenue
Code, compensation in excess of $1 million paid by
Seaboard to the Named Executive Officers (other than
Seaboard Marine's President, Edward A. Gonzalez) is not
deductible by Seaboard, subject to certain exceptions.
The Board of Directors has considered the effect of
Section 162(m) of the Code on Seaboard's executive
compensation. The Named Executive Officers to whom the
162(m) limitation applies deferred, pursuant to the
Non-Qualified Deferred Compensation Plan, any
compensation for 2012 in excess of $1 million, such
that Seaboard will not lose any deduction for 2012 for
compensation paid to these Named Executive Officers.
The compensation in excess of $1 million paid by
Seaboard Marine to Edward A. Gonzalez is not subject to
Section 162(m) of the Code.
COMPENSATION COMMITTEE REPORT
The entire Board of Directors (in the absence of a
compensation committee) has reviewed and discussed the
Compensation Discussion and Analysis set forth above
with management, and based on this review and
discussions, has determined that the Compensation
Discussion and Analysis be included in Seaboard's
Annual Report on Form 10-K and this proxy statement.
The Board of Directors is responsible for
establishing the compensation for each of the Named
Executive Officers. To assist the Board of Directors
in determining 2012 bonuses and 2013 salaries for these
Named Executive Officers, S. Bresky and R. Steer
discussed the 2012 bonuses and 2013 salaries for each
of these Named Executive Officers, considering
Seaboard's performance and each Named Executive
Officer's performance during 2012. The 2012 bonuses
and 2013 salaries for the Named Executive Officers were
subsequently approved by the Board of Directors by
unanimous consent.
The members of the Board of Directors reviewing and
discussing the Compensation Disclosure and Analysis are
as follows:
Steven J. Bresky Joseph E. Rodrigues David A. Adamsen
Douglas W. Baena Edward I. Shifman, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The Board of Directors does not have a Compensation
Committee. It is the view of the Board of Directors
that Seaboard need not have a Compensation Committee
because Seaboard is controlled by the Seaboard Flour
Entities, and because the full Board of Directors is
able to perform the functions relative to executive
compensation. The full Board of Directors participated
in the consideration of executive and director
compensation. S. Bresky is a member of the Board of
Directors of Seaboard and participates in decisions by
the Board regarding executive compensation, other than
his own compensation.
During 2012, Seaboard paid our director,
J. Rodrigues, $605,307 under the Executive Retirement
Plan, the Seaboard Corporation Pension Plan and an
individual retirement plan.
22
RELATED PARTY TRANSACTIONS PROCEDURES
Seaboard has no formal policy or procedure that must
be followed prior to any transaction, arrangement or
relationship with a related person, as defined by
SEC regulations (e.g., directors, executive officers,
any 5 percent shareholder, or immediate family member
of any of the foregoing).
Seaboard has a written conflict of interest policy,
which requires directors, officers and employees to
conduct their non-work activities in a manner that does
not conflict with the best interests of Seaboard.
Annually, all officers and salaried employees are
required to complete a form disclosing all known
conflicts of interest. Seaboard's Director of Human
Resources and Seaboard's General Counsel review and
approve any disclosed conflicts of interest. In the
event any of the executive officers disclosed any
conflict of interest, Seaboard's General Counsel would
discuss the conflict with Seaboard's Executive Vice
President, Chief Financial Officer and/or Seaboard's
President and Chief Executive Officer. In the event
the conflict involved Seaboard's President and Chief
Executive Officer and was otherwise material, the
conflict would be reviewed and approved by Seaboard's
Board of Directors.
In addition to the procedures to review conflicts of
interest, annually, Seaboard requires each director,
nominee for a director and officer of Seaboard to
complete a questionnaire which requires disclosure of
any transaction or loan exceeding $120,000 between
Seaboard and such person or any member of such person's
immediate family. Any such matters which were
disclosed would be reviewed by Seaboard's General
Counsel and discussed with Seaboard's President and
Chief Executive Officer and/or Executive Vice
President, Chief Financial Officer and/or Seaboard's
Board of Directors, depending on the materiality of the
matter. During 2012, there were no such related party
transactions in excess of $120,000.
The standards applied pursuant to the
above-described procedures are to provide comfort that
any conflict of interest or related party transaction
is on an arms-length basis which is fair to Seaboard.
This is principally accomplished by ensuring that the
Seaboard person entering into or approving the
transaction on behalf of Seaboard is independent of the
person with the conflict of interest or engaging in the
related party transaction with Seaboard.
ITEM 2: SELECTION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has
selected the independent registered public accounting
firm of KPMG LLP as Seaboard's independent auditors to
audit the books, records and accounts of Seaboard for
the year ending December 31, 2013. Stockholders will
have an opportunity to vote at the annual meeting on
whether to ratify the Audit Committee's decision in
this regard. Seaboard has been advised by KPMG LLP
that neither it nor any member or associate has any
relationship with Seaboard or with any of its
affiliates other than as independent accountants and
auditors.
23
Submission of the selection of the independent
auditors to the stockholders for ratification will not
limit the authority of the Audit Committee to appoint
another independent certified public accounting firm to
serve as independent auditors if the present auditors
resign or their engagement otherwise is terminated.
Submission to the stockholders of the selection of
independent auditors is not required by Seaboard's
bylaws.
A representative of KPMG LLP will not be present at
the annual meeting, and thus, will not have an
opportunity to make a statement or respond to
questions.
The Board of Directors recommends that you vote for
approval of the selection of KPMG LLP.
Independent Auditors' Fees
The following table presents fees for professional
audit services rendered by KPMG LLP for the audit of
Seaboard's annual financial statements for 2012 and
2011, and fees billed for other services rendered by
KPMG LLP during such years.
Type of Fee 2012 2011
______________________________________________
Audit Fees (1) $1,752,264 $1,586,767
Audit-Related Fees (2) 7,448 18,263
Tax Fees (3) 268,813 344,168
All Other Fees (4) 2,248 2,780
______________
(1) Audit Fees, including those for statutory
audits, include the aggregate fees paid by us during
2012 and 2011 for professional services rendered by
KPMG LLP for the audit of our annual financial
statements and internal controls over financial
reporting, and the review of financial statements
included in our quarterly reports on Form 10-Q.
(2) Audit-Related Fees include the aggregate fees
paid by us during 2012 and 2011 for assurance and
related services by KPMG LLP that are reasonably
related to the performance of the audit or review of
our financial statements and not included in Audit
Fees.
(3) Tax Fees include the aggregate fees paid by us
during 2012 and 2011 for professional services
rendered by KPMG LLP for tax compliance, tax advice
and tax planning, including tax audit support and
transfer pricing studies.
(4) All Other Fees represent miscellaneous services
performed in certain foreign countries.
Pre-Approval of Audit and Permissible Non-Audit
Services
The Audit Committee has established a policy to
pre-approve all audit and permissible non-audit
services. Prior to the engagement of the independent
auditor, the Audit Committee pre-approves the services
by category of service. Fees are estimated and the
Audit Committee requires the independent auditor and
management to report actual fees, as compared to
budgeted fees by category of service. The Audit
Committee has delegated pre-approval authority to the
Audit Committee Chairman for engagements of less than
$25,000. For informational purposes
24
only, any pre-approval decisions made by the Audit
Committee Chairman are reported at the Audit
Committee's next scheduled meeting. The percentage
of audit-related fees, tax fees and all other fees that
were approved by the Audit Committee for fiscal 2012
was 100 percent of the total fees incurred.
Audit Committee Report to Stockholders
The Audit Committee of Seaboard is comprised of
three directors who are "independent," as defined by
the NYSE MKT listing standards, and operates under a
written charter. The Audit Committee Charter is
available on Seaboard's website at
www.seaboardcorp.com.
The Audit Committee has reviewed the audited
financial statements for fiscal year 2012 and discussed
them with management and with the independent auditors,
KPMG LLP. The Audit Committee also discussed with
KPMG LLP the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees with Governance,"
as adopted by the PCAOB in Rule 3200T.
The Audit Committee has received the written
disclosures and the letter from the independent
auditors required by applicable requirements of the
Public Company Accounting Oversight Board regarding the
independent auditor's communications with the Audit
Committee concerning independence, and has discussed
with the independent auditors their independence. The
Audit Committee has concluded that the independent
auditors currently meet applicable independence
standards.
The Audit Committee has reviewed the independent
auditors' fees for audit and non-audit services for
fiscal year 2012. The Audit Committee considered
whether such non-audit services are compatible with
maintaining independent auditor independence and has
concluded that they are compatible at this time.
Based on its review of the audited financial
statements and the other materials referred to above
and the various discussions referred to above, the
Audit Committee recommended to the Board of Directors
that the audited financial statements be included in
Seaboard's Annual Report on Form 10-K for the year
ended December 31, 2012.
The foregoing has been furnished by the Audit
Committee:
Douglas W. Baena (Chair) David A. Adamsen Edward I. Shifman, Jr.
25
ITEM 3: STOCKHOLDER PROPOSAL REQUESTING SEABOARD TO
REPORT ITS CHARITABLE, POLITICAL AND LOBBYING
CONTRIBUTIONS
Stockholder Proposal
The Humane Society of the United States, 2100 L
Street, NW, Washington, DC 20037, which owns at least
$2,000 in market value of our Company's common stock,
proposes the adoption of the following resolution, and
has furnished the following statement in support of its
proposal:
RESOLVED: That the shareholders request
that the Company provide a report-updated
semi-annually, omitting proprietary
information, and produced at reasonable
cost-disclosing the Company's:
1. monetary and non-monetary contributions and
expenditures made to non-profit organizations
operating under Section 501(c)(3) or 501(c)(4) of
the Internal Revenue Code, and any other public or
private charitable organizations;
2. monetary and non-monetary political
contributions and expenditures not deductible
under Section 162(e)(1)(B) of the Internal Revenue
Code, including but not limited to contributions
or expenditures on behalf of political candidates,
parties, committees or other political entities
organized and operating under 26 USC Sec. 527 of
the Internal Revenue Code; and
3. any portion of any dues or similar payments
made to any tax exempt organization that is used
for expenditure or contribution that, if made
directly by the Company, would not be deductible
under Section 162(e)(1)(B) of the Internal Revenue
Code.
The report may be posted on the Company's website to
reduce costs to shareholders and should be itemized so
as to include the identity of each recipient as well as
the amount paid to each recipient of the Company's
funds that are used for political or charitable
contributions or expenditures, as described above.
Supporting Statement:
Shareholders are entitled to know how their company
is spending its funds for political or charitable
purposes, and current disclosure is wholly insufficient
to allow the Company's Board and its shareholders to
fully evaluate the charitable and political use of
corporate assets.
Company executives exercise wide discretion over the
use of corporate assets for political and charitable
purposes. Absent a system of accountability for
political and charitable contributions, Company
executives may use Company's assets for objectives that
are not shared by and may be unfavorable to the
interests of the Company and its shareholders,
potentially harming long-term shareholder value.
Principles of transparency and accountability should
apply to Company political and charitable
contributions. Such disclosure is consistent with
transparent governance practices of publicly-owned
companies.
26
If you AGREE with this critical governance reform,
please vote FOR this resolution.
Seaboard Position:
Your Board of Directors recommends a vote AGAINST
the adoption of this stockholder proposal.
OTHER MATTERS
The notice of meeting provides for the election of
directors, the selection of independent auditors, the
stockholder proposal described in Item 3 above, and for
the transaction of such other business, as may properly
come before the meeting. As of the date of this proxy
statement, the Board of Directors does not intend to
present to the meeting any other business, and it has
not been informed of any business intended to be
presented by others. However, if any other matters
properly come before the meeting, the persons named in
the enclosed proxy will take action and vote proxies,
in accordance with their judgment of such matters.
Action may be taken on the business to be transacted
at the meeting on the date specified in the notice of
meeting or on any date or dates to which such meeting
may be adjourned.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the copies of reports
furnished to Seaboard and written representations that
no other reports were required, Seaboard believes that
during fiscal 2012, all reports of ownership required
under Section 16(a) of the Securities Exchange Act of
1934 for directors and executive officers of Seaboard
and beneficial owners of more than 10 percent of
Seaboard's common stock have been timely filed.
STOCKHOLDER PROPOSALS
It is anticipated that the 2014 annual meeting of
stockholders will be held on April 21, 2014. Any
stockholder who intends to present a proposal at the
2014 annual meeting must deliver the proposal to
Seaboard at 9000 West 67th Street, Shawnee Mission,
Kansas 66202, Attention: David M. Becker by the
applicable deadline below:
- If the stockholder proposal is intended for
inclusion in Seaboard's proxy materials for that
meeting, Seaboard must receive the proposal no
later than November 15, 2013. Such proposal must
also comply with the other requirements of the
proxy solicitation rules of the Securities and
Exchange Commission.
- If the stockholder proposal is to be presented
without inclusion in Seaboard's proxy materials
for that meeting, Seaboard must receive the
proposal no later than January 22, 2014.
Proxies solicited in connection with the 2014 annual
meeting of stockholders will confer on the appointed
proxies discretionary voting authority to vote on
stockholder proposals that are not presented for
inclusion in the proxy materials, unless the proposing
stockholder notifies Seaboard by January 29, 2014 that
such proposal will be made at the meeting.
27
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2012, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2011, are
contained in the Annual Report which is mailed to
stockholders with this proxy statement. The Annual
Report is not to be regarded as proxy solicitation
material.
ADDITIONAL INFORMATION
Any stockholder desiring additional information
about Seaboard and its operations may, upon written
request, obtain a copy of Seaboard's Annual Report to
the Securities and Exchange Commission on Form 10-K
without charge. Requests should be directed to
Shareholder Relations, Seaboard Corporation, 9000 West
67th Street, Shawnee Mission, Kansas 66202. Seaboard's
Annual Report to the Securities and Exchange Commission
on Form 10-K is also available on Seaboard's Internet
website at www.seaboardcorp.com.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission has adopted
rules that permit companies and intermediaries
(including brokers) to satisfy the delivery
requirements for proxy statements, annual reports and
notices of internet availability of proxy materials
with respect to two or more stockholders sharing the
same address by delivering a single package of these
materials addressed to those stockholders. This
process, which is commonly referred to as
"householding," potentially means extra convenience for
stockholders and cost savings for companies.
We have adopted a "householding" procedure that you
may wish to follow. If you are receiving multiple sets
of proxy materials and wish to have your accounts
householded, call Shareholder Relations at
(913) 676-8800 or send written instructions to
Shareholder Relations, Seaboard Corporation, 9000 West
67th Street, Shawnee Mission, Kansas 66202. If you no
longer wish to participate in householding (and instead
wish that each stockholder sharing the same address
with you receives a complete set of proxy materials),
you must provide written notification to Shareholder
Relations to withhold your consent for householding.
We will act in accordance with your wishes within
30 days after receiving such notification.
Many brokerage firms participate in householding as
well. If you have a householding request for your
brokerage account, please contact your broker.
28
SEABOARD CORPORATION
IMPORTANT ANNUAL MEETING INFORMATION
Electronic Voting
Instructions
Available 24 hours a day, 7
days a week!
Instead of mailing
your proxy, you may
choose one of the
voting methods
outlined below to
vote your proxy.
VALIDATION DETAILS ARE
LOCATED BELOW IN THE TITLE
BAR.
Proxies submitted by the
Internet or telephone
must be received by 11:59
p.m., Eastern Time, on
April 21, 2013.
Vote by Internet
-Go to www.investorvote.com
/SEB
-Or scan the QR code with
your smartphone
-Follow the steps outlined
on the secure website
Vote by telephone
-Call toll free 1-800-652-
VOTE (8683) within the
USA, US territories
& Canada on a touch tone
telephone
-Follow the instructions
Using a black ink pen, mark your provided by the recorded
votes with an X as shown in message
this example. Please do not
write outside the designated [ X ]
areas.
Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals - The Board of Directors recommends a vote FOR all the
nominees listed, FOR Proposal 2 and AGAINST Proposal 3.
1. Election of Directors:
For Withhold For Withhold
01-Steven J. Bresky [ ] [ ] 02-David A. Adamsen [ ] [ ]
04-Joseph E. Rodrigues [ ] [ ] 05-Edward I. Shifman Jr. [ ] [ ]
03-Douglas W. Baena [ ] [ ]
For Against Abstain For Against Abstain
2. Ratify the 3. Stockholder
appointment [ ] [ ] [ ] proposal [ ] [ ] [ ]
of KPMG LLP requesting
as independent the Company
auditors of to report
the Company. its
charitable,
political
and
lobbying
contributions.
B Non-Voting Items
Change of Address - Comments - Please print your
Please print new address below. comments below.
C Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
Date (mm/dd/yyyy) - Signature 1 - Please Signature 2 - Please
Please print date keep signature within keep signature within
below. the box. the box.
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy - SEABOARD CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 22, 2013
The undersigned hereby appoints Steven J. Bresky and Robert L. Steer and
each of them, proxies with full power of substitution, to vote as
designated below, on behalf of the undersigned all shares of Stock which
the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Seaboard Corporation (the "Company") on April 22, 2013,
and any adjournments thereof, with all power that the undersigned would
possess if personally present. In their discretion, the proxies are hereby
authorized to vote upon such other business as may properly come before
the meeting and any adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ELECTION OF ALL OF THE DIRECTORS, "FOR" ITEM 2 and
"AGAINST" ITEM 3.
(Continued and to be marked, dated and signed, on the other side)
SEABOARD CORPORATION
IMPORTANT ANNUAL MEETING INFORMATION
Using a black ink pen, mark your
votes with an X as shown in
this example. Please do not
write outside the designated
areas. [X]
Annual Meeting Proxy Card
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE.
A Proposals - The Board of Directors recommends a vote FOR all the
nominees listed, FOR Proposal 2 and AGAINST Proposal 3.
1. Election of Directors:
For Withhold For Withhold
01-Steven J. Bresky [ ] [ ] 02-David A. Adamsen [ ] [ ]
04-Joseph E. Rodrigues [ ] [ ] 05-Edward I. Shifman Jr. [ ] [ ]
03-Douglas W. Baena [ ] [ ]
For Against Abstain For Against Abstain
2. Ratify the [ ] [ ] [ ] 3. Stockholder [ ] [ ] [ ]
appointment of proposal
KPMG LLP as requesting the
independent Company to
auditors of report its
the Company. charitable,
political and
lobbying
contributions.
B Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
Signature 1- Signature 2-
Date (mm/dd/yyyy)- Please keep signature Please keep signature
Please print date below. within the box. within the box.
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE.
Proxy - SEABOARD CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 22, 2013
The undersigned hereby appoints Steven J. Bresky and Robert L. Steer and
each of them, proxies with full power of substitution, to vote as
designated below, on behalf of the undersigned all shares of Stock which
the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Seaboard Corporation (the "Company") on April 22, 2013,
and any adjournments thereof, with all power that the undersigned would
possess if personally present. In their discretion, the proxies are
hereby authorized to vote upon such other business as may properly come
before the meeting and any adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE ELECTION OF ALL OF THE DIRECTORS, "FOR" ITEM 2
and "AGAINST" ITEM 3.
(Continued and to be marked, dated and signed, on the other side)