UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 29, 2005
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Seaboard, or a subsidiary of Seaboard, has entered into the material
definitive agreements described below:
Seaboard Corporation has adopted the Seaboard Corporation Non-Qualified
Deferred Compensation Plan (the "Deferred Compensation Plan") dated
December 29, 2005, but with an effective date of September 1, 2005. The
Deferred Compensation Plan gives a select group of management or
highly-compensated employees of Seaboard or related companies the right to
defer salary and bonus, to be paid by the company at a later time, all in
accordance with applicable ERISA and income tax laws and regulations. No
income taxes are payable on amounts deferred pursuant to the Plan until
paid to the participant. The Plan also provides for a company contribution
to be credited to participants in an amount equal to 3 percent of the
participant's annual compensation in excess of the limitation on the
amount of compensation that can be taken into account under the 401(k)
Retirement Savings Plan of Seaboard and any compensation which is
deferred under the Deferred Compensation Plan.
Seaboard Corporation adopted the Seaboard Corporation Executive Deferred
Compensation Plan, as Amended and Restated (the "162(m) Plan"), effective
January 1, 2005. The 162(m) Plan was adopted on December 29, 2005. The
162(m) Plan requires deferral of salary and bonus on a pre-tax basis for an
executive whose compensation exceeds $1 million, the maximum allowable
exemption amount under Section 162(m) of the Tax Code, and who the Board
has designated to participate in the 162(m) Plan. To date, the Board has
only designated H. Bresky as a participant in the 162(m) Plan. The
amendment was adopted so that the 162(m) Plan would continue to be in
compliance with tax law changes.
Item 1.02. Termination of a Material Definitive Agreement
Effective upon the effectiveness of the Seaboard Corporation Non-Qualified
Deferred Compensation Plan described under item 1.01 above, Seaboard
terminated the Seaboard Corporation Supplemental Executive Benefit Plan, as
Amended and Restated (the "Executive Benefit Plan"). The Executive Benefit
Plan previously was filed as Exhibit 10.2 to Seaboard's Form 10-K for the
fiscal year ended December 31, 2000.
This Executive Benefit Plan was terminated because the benefit it would
provide is duplicative of the benefit being provided under the Seaboard
Corporation Non-Qualified Deferred Compensation Plan described under item
1.01 above. A summary of the material provisions of the Executive Benefit
Plan is provided below.
The Executive Benefit Plan provided for discretionary investment options or
for cash compensation payable in an amount equal to 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 the 401(k)
retirement savings plan of Seaboard.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: December 29, 2005
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Treasurer and Chief Financial Officer