e8vk
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): January 27, 2011
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Mississippi
|
|
1-14977
|
|
64-0615843 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
127 Flynt Road
Laurel, Mississippi
|
|
39443 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
(601) 649-4030
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Section 5 — Corporate Governance and Management
|
|
|
| Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers. |
On January 27, 2010, the Compensation Committee of the Registrant’s Board of Directors took the
following actions:
(1) The Committee adopted a Bonus Award Program for the Registrant’s salaried employees and
accounting trainees effective November 1, 2010. If the Registrant meets net income per share and
minimum return on average stockholders’ equity goals for the fiscal year ended October 31, 2011,
the program provides for the award of bonuses to eligible participants equal to a percentage of
their base salary. The total award a participant can receive has two components: a percentage based
on the Registrant’s earnings per share, and a percentage based on the Registrant’s operational
performance. A copy of the Bonus Award Program is filed herewith as Exhibit 10 and is incorporated
herein by reference.
(2) The Committee ratified the payment of certain miscellaneous items of compensation during fiscal
2010 to the Registrant’s executive officers, as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Joe F. Sanderson, Jr., |
|
Lampkin Butts, |
|
D. Michael Cockrell, |
|
James A. Grimes, |
| Type |
|
Chairman & CEO |
|
President & COO |
|
Treasurer & CFO |
|
Secretary |
| |
Personal Use of |
|
$ |
48,580 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Company and
Charter Aircraft |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Travel Related |
|
|
47 |
|
|
|
1,003 |
|
|
|
0 |
|
|
|
0 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k) Plan Matching |
|
|
8,250 |
|
|
|
9,429 |
|
|
|
9,762 |
|
|
|
4,890 |
|
Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Contribution |
|
|
7,819 |
|
|
|
7,819 |
|
|
|
7,819 |
|
|
|
7,819 |
|
Life Insurance |
|
|
233 |
|
|
|
233 |
|
|
|
233 |
|
|
|
233 |
|
Health Plan |
|
|
7,202 |
|
|
|
7,202 |
|
|
|
7,202 |
|
|
|
7,202 |
|
Matching Charitable |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
2,000 |
|
Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Paid on |
|
|
74,431 |
|
|
|
29,887 |
|
|
|
29,485 |
|
|
|
9,406 |
|
Restricted Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Physical |
|
|
0 |
|
|
|
154 |
|
|
|
0 |
|
|
|
0 |
|
Total |
|
$ |
149,062 |
|
|
$ |
58,227 |
|
|
$ |
57,001 |
|
|
$ |
31,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 9 — Financial Statements and Exhibits
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits. |
(c) The following exhibit is filed with this Current Report:
| |
|
|
|
|
| Exhibit No. |
|
Description |
| |
10 |
|
|
Sanderson Farms, Inc. Bonus Award Program effective
November 1, 2010. |
SIGNATURES
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 hereunto duly authorized.
SANDERSON FARMS, INC.
(Registrant)
| |
|
|
|
|
| |
|
|
| Date: January 31, 2011 |
By: |
/s/ D. Michael Cockrell
|
|
| |
|
D. Michael Cockrell |
|
| |
|
Treasurer and Chief Financial Officer |
|
| |
EXHIBIT INDEX
| |
|
|
|
|
| Exhibit No. |
|
Description |
| |
10 |
|
|
Sanderson Farms, Inc. Bonus Award Program effective
November 1, 2010. |