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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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
SEABOARD CORPORATION
______________________________________________________________
(Name of Registrant as Specified In Its Charter)
______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
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applies:_______________________________________________
(2) Aggregate number of securities to which transaction
applies:_______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):__________________________
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by Exchange Act Rule 0-11(a)(2) and identify the filing
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SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2009
Notice is hereby given that the 2009 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 27, 2009,
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
2010 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, 2009;
3. To consider and act upon approval of a proposed
amendment to paragraph 4 of Seaboard's
Certificate of Incorporation (relating to a
decrease in the number of authorized shares of
common stock); 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 Monday, March 2, 2009, 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,
Vice President, General
Counsel and Secretary
March 18, 2009
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 27, 2009
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 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 27, 2009
March 18, 2009
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 27, 2009,
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) 676-8925.
Stockholders Entitled to Vote at the Meeting
Stockholders of record as of the close of business
on the March 2, 2009 record date are entitled to notice
of, and to vote at, the annual meeting and at any
adjournment thereof. Seaboard had 1,238,695.24 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 18, 2009.
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 619,348 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 "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; (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 that matter.
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. Any
stockholder giving a proxy in 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 completed and signed proxy in the enclosed form, if
received in time for voting and not revoked, will be
voted at the annual meeting in accordance with the
instructions of the stockholder. Where a stockholder's
voting instructions are not specified, the shares
represented by the proxy will be voted "for" the
election of the nominees for director listed herein and
"for" ratification of the selection of KPMG LLP as
independent auditors for 2009. 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 present 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 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.
2
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
as of January 31, 2009 regarding the beneficial
ownership of Seaboard's common stock by Seaboard
Flour LLC ("Seaboard Flour"), the only person 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
Seaboard Flour (1) 893,948.24 72.1%
1320 Centre Street, Suite 200
Newton Center, MA 02459
FMR LLC (2) 77,711 6.26%
82 Devonshire Street
Boston, MA 02109
(1) 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 Seaboard Flour. S. Bresky is
the co-trustee and beneficiary of some of the trusts
owning Seaboard Flour units, and may be deemed to
have indirect beneficial ownership of Seaboard's
common stock held by Seaboard Flour by virtue of his
position as manager of Seaboard Flour, with the
right to vote Seaboard shares owned by Seaboard
Flour.
(2) The information provided with respect to the
holdings of FMR LLC is based on a Schedule 13G filed
with the SEC on February 17, 2009 by FMR LLC.
FMR LLC reports that, of the 77,711 shares
beneficially owned, it has sole voting power with
respect to 16,038 shares and sole dispositive power
with respect to all 77,711 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 61,673 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 61,673 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% 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
3
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 16,038 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
16,038 shares and sole power to vote or to direct
the voting of 16,038 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, 2009 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 1 and all of our directors and executive officers
as a group.
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Steven J. Bresky 906,347.24 (1) 73.1%
David A. Adamsen 20 *
Douglas W. Baena 100 *
Kevin M. Kennedy 15 *
Joseph E. Rodrigues 200 *
Edward I. Shifman, Jr. 5 *
Robert L. Steer - 0 - *
Rodney K. Brenneman - 0 - *
Edward A. Gonzalez - 0 - *
David M. Dannov 10 *
All directors and executive 906,747.24 (1) 73.1%
officers as a group (17 persons)
_________________
(1) The shares reported include 2,538 shares of
Seaboard's common stock owned directly;
893,948.24 shares of Seaboard's common stock that
may be attributed to S. Bresky by virtue of his
position as sole manager of Seaboard Flour, with the
right to vote Seaboard shares owned by Seaboard
Flour; 5,611 shares of Seaboard's common stock that
may be attributed to S. Bresky, as co-executor of
the H. H. Bresky estate, 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 are held by S. Bresky and other
members of the Bresky family, including trusts
created for their benefit.
* Less than one percent.
4
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.
Director
Name Age Principal Occupations and Positions Since
Steven J. Bresky 55 Director and President and Chief 2005
Executive Officer (since July 2006),
Senior Vice President, International
Operations (2001-2006), Seaboard
Corporation; Manager, Seaboard Flour
(since 2006).
David A. Adamsen 57 Director and Member of Audit 1995
Committee, Seaboard Corporation; Vice
President-Wholesale Sales (since
January 2009), C&S Wholesale Grocers
(wholesale food distribution company);
Vice President-Wholesale & Manufacturing
(2005-2008), The Penn Traffic Co.,
retail and wholesale food distribution
company; Vice President-Group General
Manager, Northeast Region (2001-2005),
Dean Foods Company, dairy specialty
food processor and distributor.
Douglas W. Baena 66 Director and Chairman of Audit Committee, 2001
Seaboard Corporation; Chief Executive
Officer (since 1997), CreditAmerica
Corporation, equipment leasing and
finance business.
Joseph E. Rodrigues 72 Director, former Executive Vice President
and Treasurer (retired 2001), Seaboard
Corporation.
Edward I. Shifman, Jr. 65 Member and Vice Chairman, Diamond Business - -
Credit, LLC (since 2006); Managing
Director and Executive Vice President
(2001-2005), Wachovia Capital Finance.
Edward I. Shifman, Jr. is standing for election in
place of Kevin Kennedy, who has decided to not stand
for re-election. 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.
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.
5
BOARD OF DIRECTORS INFORMATION
Meetings of the Board
The Board of Directors held five meetings in fiscal
2008. 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 2008 annual meeting.
Controlled Corporation
Seaboard is a "controlled corporation," as defined
in the rules of the NYSE Alternext U.S. (formerly known
as the American Stock Exchange), because more than
50 percent of the voting power of Seaboard is owned by
Seaboard Flour. 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 Alternext U.S. listing standards are Joseph E.
Rodrigues, David A. Adamsen, Douglas W. Baena and
Kevin M. Kennedy.
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
Kevin M. Kennedy. 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
Kevin M. Kennedy is an "audit committee financial
expert" and is "independent," each within the meaning
of the listing standards of the NYSE Alternext U.S.
The Audit Committee held four meetings in fiscal 2008,
two of which were telephonic meetings.
6
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.
Communication with the Board
The Board of Directors has not established a formal
process for stockholders to follow to send
communications to the Board or its members, as
Seaboard's policy has been to forward to the directors
any stockholder correspondence it receives that is
addressed to them. Stockholders who wish to
communicate with the directors may do so by sending
their correspondence addressed to the director or
directors at Seaboard's headquarters at 9000 West
67th Street, Shawnee Mission, Kansas 66202, Attention:
General Counsel. All such correspondence will be
compiled and submitted to our Board or the individual
directors, as applicable, on a periodic basis.
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 1) for service on the Board
in 2008.
Director Compensation Table (1)
Fees Earned
or Paid in Cash Total
David A. Adamsen $59,500 $59,500
Douglas W. Baena $55,500 $55,500
Kevin M. Kennedy $55,500 $55,500
Joseph E. Rodrigues $46,000 $46,000
_________________
(1) S. Bresky does not receive any compensation for
serving as a director, and thus, is not included in
the table.
7
For 2008, each non-employee director received
$10,000 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 $1,000 per quarter. Each non-employee
director also receives an additional $1,500 per meeting
in excess of one hour. All director compensation
represents fees paid in cash only.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer, the Chief Financial Officer and the
three other highest paid executive officers of Seaboard
(the "Named Executive Officers") for such period in all
capacities in which they have served:
Summary Compensation Table
Change in
Pension Value
And Non-Qualified
Name Deferred
and Compensation All Other
Principal Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position Year ($) ($) ($) ($) ($)
Steven J. Bresky(5)
President 2008 798,846 950,000 1,854,020 124,697 3,727,563
Chief Executive
Officer 2007 744,904 1,050,000 1,365,625 204,513 3,365,042
2006 484,135 1,200,000 1,103,952 74,613 2,862,700
Robert L. Steer
Senior Vice
President, 2008 609,192 900,000 992,560 116,505 2,618,257
Chief Financial
Officer 2007 573,269 950,000 595,849 139,596 2,258,714
2006 484,135 1,000,000 696,916 93,817 2,274,868
Rodney K. Brenneman
President, Seaboard 2008 479,308 800,000 613,638 104,599 1,997,545
Foods LLC 2007 449,231 850,000 334,842 108,566 1,742,639
2006 409,231 1,000,000 446,070 86,626 1,941,927
Edward A. Gonzalez
President, Seaboard 2008 374,423 650,000 318,366 86,881 1,429,670
Marine Ltd. 2007 349,038 700,000 160,594 76,541 1,286,173
2006 298,558 650,000 134,274 51,649 1,134,481
David M. Dannov(6)
President, Seaboard 2008 324,423 650,000 425,346 84,007 1,483,776
Overseas Trading
Group 2007 298,558 525,000 167,349 56,660 1,047,567
2006 201,605 310,000 122,604 38,206 672,415
_____________
8
(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."
(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 1,
determined using interest rate and mortality rate
assumptions, consistent with those used in Seaboard's
financial statements. These amounts for 2008 are the
amounts set forth in the Summary Compensation Table
for 2008. These amounts for 2007 (net of negative
changes) are as follows: S. Bresky, $1,275,235;
R. Steer, $507,849; R. Brenneman, $302,700;
E. Gonzalez, $160,594; and D. Dannov, $164,881.
These amounts for 2006 are as follows: S. Bresky,
$990,491; R. Steer, $586,459; R. Brenneman, $401,258;
E. Gonzalez, $134,274; and D. Dannov, $119,506.
The amounts also reflect the above-market earnings
on contributions under the Investment Option Plan
described below for 2007 and 2006, but not for
2008 because there were no above-market earnings
for 2008. The amounts for 2007 are as follows:
S. Bresky, $90,390; R. Steer, $88,000; R. Brenneman,
$32,142; and D. Dannov, $2,468. The amounts for
2006 are as follows: S. Bresky, $113,461; R. Steer,
$110,457; R. Brenneman, $44,812; and D. Dannov,
$3,098.
(4) Included in All Other Compensation are Company
matching contributions under the Non-Qualified
Deferred Compensation Plan, such plan being
described below under "Benefit Plans." These amounts
for 2008 are as follows: S. Bresky, $49,364;
R. Steer, $40,689; R. Brenneman, $33,649;
E. Gonzalez, $25,887; and D. Dannov, $18,906.
Also included in All Other Compensation are the
amounts paid for unused paid time off. These
amounts for 2008 are as follows: S. Bresky,
$16,923; R. Steer, $23,462; R. Brenneman, $16,615;
E. Gonzalez, $14,423; and D. Dannov, $7,500.
Also included in All Other Compensation is
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 and 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 2008:
S. Bresky, $19,655; R. Steer, $15,629; R. Brenneman,
$16,917; E. Gonzalez, $13,690; and D. Dannov,
$18,791.
(5) S. Bresky was promoted to President and Chief
Executive Officer in July 2006.
(6) D. Dannov was promoted to President of Seaboard
Overseas and Trading Group in August 2006.
9
EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS
Seaboard and each of the Named Executive Officers
are parties to an Employment Agreement.
Each of the Employment Agreements contains the
following principal terms: (i) a current term of five
years, commencing July 1, 2008, renewed annually for a
like term of five years, unless Seaboard furnishes a
written notice of non-renewal; (ii) payment of a
minimum base salary in the amounts of $440,000 for
S. Bresky and R. Steer; $370,000 for R. Brenneman;
$225,000 for E. Gonzalez and D. Dannov; (iii) payment
of an annual minimum bonus in the amounts of $450,000
for S. Bresky and R. Steer; $400,000 for R. Brenneman;
and $250,000 for E. Gonzalez and D. Dannov; (iv) upon
the death or termination of the employee's employment
by Seaboard due to disability or for "Cause" (as
defined) or by the employee without "Good Reason" (as
defined), payment to the employee of his accrued salary
and pro-rata bonus (based on the amount paid for the
previous year) through the date of termination
(collectively, "Accrued Compensation"), payable within
30 days of termination; (v) upon an involuntary
termination of the employee's employment without
"Cause," or a resignation by the employee for "Good
Reason," payment to the employee of his Accrued
Compensation and a severance ("Severance") equal to his
then salary and most recent bonus for the balance of
the term of the Employment Agreement, but not for less
than one year with respect to salary, with the
Severance based on the employee's salary paid in
installments at the regular payroll payment dates for
one year, with the balance of the Severance based on
salary and the Severance based on the employee's bonus
paid pursuant to a lump sum at the one year anniversary
date of the termination; (vi) confidentiality,
non-competition and non-solicitation provisions which
apply during the employee's employment and for a period
of one year after the termination of such employment,
or two years, if the employee voluntarily resigns for
any reason other than for "Good Reason"; (vii) in the
event the employee breaches any of the confidentiality,
non-competition or non-solicitation provisions,
Seaboard will not pay the Severance, and the employee
must return all Severance already received; (viii) upon
an involuntary termination of the employee's employment
without "Cause," or a resignation by the employee for
"Good Reason," Seaboard must provide outplacement
services for up to 90 days, with an estimated cost to
Seaboard of $35,000 if the termination occurred
December 31, 2008; and (ix) under Seaboard's Executive
Retirement Plan, years of service credit accrues for
the term of the severance period, and the final average
earnings calculation under this plan is determined
considering the base salary and bonus paid during the
severance period.
10
Following is a summary of the amounts which would be
paid by Seaboard to each Named Executive Officer if, on
December 31, 2008, his employment was involuntarily
terminated without "Cause," or if he resigned for "Good
Reason":
Accrued Bonus
through 12/31/08 Severance Payable Lump Sum Severance
- Payable 30 Days Over One Year Payable One Year
After Termination Date in Installments After Termination
($) ($) ($)
Steven J. Bresky 1,050,000 798,846 7,520,961
Robert L. Steer 950,000 609,192 6,407,172
Rodney K. Brenneman 850,000 479,308 5,502,578
Edward A. Gonzalez 700,000 374,423 4,460,481
David M. Dannov 525,000 324,423 3,497,981
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
20 hours of flight time for personal use. Each of the
other Named Executive Officers have been allotted
10 hours of flight time for personal use, and the right
to use additional flight time hours for personal use by
reimbursing Seaboard for the variable incremental cost
to Seaboard for this flight time (primarily the
occupied hourly rate charge and the fuel surcharge).
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
Executive Retirement Plan
The Seaboard Corporation Executive Retirement Plan
(the "Executive Retirement Plan") provides retirement
benefits for a select group of the officers and
managers, including the Named Executive Officers. The
Executive Retirement Plan was amended effective
November 2004 to give 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.
This amount is reduced by the following: (i) the
amount such participant has accrued under the Seaboard
Corporation Pension Plan (described below); (ii) the
amount, if any, of frozen benefits earned under the
Executive Retirement Plan prior to December 31, 1996,
pursuant to the Frozen Executive Benefit Plan described
below; and (iii) the benefit earned under the Executive
Retirement Plan from 1994 though 1996 that resulted in
cash payments from the Plan that were based on the cost
to purchase such benefit. Benefits under the
11
Executive Retirement Plan are currently unfunded. As of
December 31, 2008, all of the Named Executive Officers
were fully vested, as defined in the Executive
Retirement Plan. 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. If the 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. If the benefit
will be paid pursuant to an annuity, payment will begin
the earlier of: (i) the seventh month following normal
retirement at age 62 or older; (ii) death; (iii) the
seventh month following separation of service; or
(iv) any change of control of Seaboard. The table in
the Pension Benefits section below shows the present
value of the accumulative benefit that would be payable
under the Executive Retirement Plan at the earliest
unreduced age (i.e., age 62) for pre-participation and
post-participation service (note that each Named
Executive began participation on January 1, 1994, with
the exception of E. Gonzalez, who became a participant
on January 1, 2005).
The compensation for purposes of determining the
pension benefits consists of salary and bonus. None of
the benefits payable contain an offset for social
security benefits.
Following is a summary of the present value of the
additional Executive Retirement Plan benefits for each
Named Executive Officer under his Employment Agreement
if, on December 31, 2008, his employment was
involuntarily terminated without "Cause," or if he
resigned for "Good Reason":
Present Value of Executive
Retirement Plan Benefit (1)
Name ($)
______________________________________________
Steven J. Bresky 4,158,549
Robert L. Steer 1,960,899
Rodney K. Brenneman 1,203,595
Edward A. Gonzalez 987,279
David M. Dannov 1,416,430
______________
(1) Assumes a retirement age of 62 for each Named
Executive Officer. The value of the accrued benefit
is based on the same assumptions used for
determining the present value of the accumulated
benefit of the Pension Benefits, as set forth in the
Pension Benefits table on page 14 below. Pursuant to
the Employment Agreement for each Named Executive
Officer, years of service credit accrues for the
term of the severance period, and the final average
earnings calculation is determined using the base
salary and bonus paid during the severance period.
12
Seaboard Corporation Pension Plan
The Seaboard Corporation Pension Plan ("the Plan")
provides defined benefits for its domestic salaried and
clerical employees upon retirement. Beginning in
fiscal 1997, each of the individuals named in the
Summary Compensation Table participates in this Plan.
Benefits under this Plan 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, 2008, all of the Named Executive Officers
were fully vested, as defined in the Plan. Under the
Plan, 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 Plan allows
for optional forms of payment under certain
circumstances. The normal retirement age under the
Plan 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 Plan at the earliest unreduced commencement age
(i.e., age 62).
The compensation, for purposes of determining the
pension benefits, consists of salary and bonus. None
of the benefits payable contain an offset for social
security benefits.
Each of the Named Executive Officers is 100 percent
vested under a particular defined benefit ("Benefit")
that was frozen at December 31, 1993 as part of the
Plan. 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; R. Brenneman, $6,540; E. Gonzalez,
$2,643; and D. Dannov, $8,346. Under the Plan, the
payment of this benefit is pursuant to a "Ten-Year
Certain and Continuous Annuity." This means the
participant would receive a monthly annuity benefit for
his/her lifetime and, if the participant dies while in
the ten-year certain period, the balance of the
ten-year benefit would be paid to his/her designated
beneficiary. If the participant dies while employed by
Seaboard or after retirement, but before the
commencement of benefits, monthly payments would be
made to the participant's beneficiary in the form of a
100 percent joint and survivor benefit. The Plan
allows for optional forms of payment under certain
circumstances.
13
Pension Benefits
The following table sets forth the Years of Credited
Service, the Present Value of the Accumulated Benefit
and the Payments during the last fiscal year, pursuant
to the above-described retirement plans for each of the
Named Executive Officers.
Present Payments
Years of Value of During
Credited Accumulated Last Fiscal
Service Benefit Year
Name Plan Name (#) ($) ($)
_______________________________________________________________________________
Steven J. Bresky Executive Retirement Plan(1) 29 6,034,022 - 0 -
Seaboard Corporation Pension Plan 26 449,695 - 0 -
Robert L. Steer Executive Retirement Plan(1) 24 3,414,760 - 0 -
Seaboard Corporation Pension Plan 21 210,388 - 0 -
Rodney K. Executive Retirement Plan(1) 19 1,967,769 - 0 -
Brenneman Seaboard Corporation Pension Plan 16 119,895 - 0 -
Edward A. Executive Retirement Plan(1) 19 635,507 - 0 -
Gonzalez Seaboard Corporation Pension Plan 19 116,802 - 0 -
David M. Executive Retirement Plan(1) 21 929,918 - 0 -
Dannov Seaboard Corporation Pension Plan 18 153,393 - 0 -
_________________
(1) Credited years of post-participation service
for each of the Named Executive Officers is
15 years, with the exception of E. Gonzalez whose
credited years of post-participation service is four
years. The credited years of pre-participation
service for each of the Named Executive Officers is
as follows: S. Bresky 14; R. Steer 9; R. Brenneman
4; E. Gonzalez 15; and D. Dannov 6.
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, currently 3 percent, 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 amount of such limitation
in 2008, 2007 and 2006 for Seaboard was $225,000,
$220,000 and $210,000, respectively. All amounts
deferred and all Company contributions credited are
included in the amounts reported in the Summary
Compensation Table above.
14
Non-Qualified Deferred Compensation Plan
Aggregate
Executive Registrant Aggregate Balance
Contributions Contributions Earnings Aggregate atLast
in Last in Last in Last Withdrawals/ Fiscal
Fiscal Year(1) Fiscal Year Fiscal Year Distributions Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 889,245 57,234 (661,993) - 0 - 1,518,930
Robert L. Steer 593,610 43,192 (523,741) - 0 - 1,128,758
Rodney K. Brenneman 346,084 34,274 (416,947) - 0 - 889,683
Edward A. Gonzalez 140,000 22,817 (127,760) - 0 - 324,154
David M. Dannov - 0 - 11,813 (6,456) - 0 - 15,325
________________
(1) Represents bonus earned in 2007 and deferred when
paid in 2008, except for E. Gonzalez, which
represents 2008 salary deferred.
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 ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky (1,552,290) - 0 - 3,199,879 783,838 2,416,041
Robert L. Steer (1,536,080) - 0 - 3,166,494 758,938 2,407,526
Rodney K. Brenneman (673,413) - 0 - 1,388,168 362,778 1,025,369
Edward A. Gonzalez - 0 - - 0 - - 0 - - 0 - - 0 -
David M. Dannov (43,284) - 0 - 89,226 21,629 67,597
15
Retiree Medical Benefit Plan
The Seaboard Corporation Retiree Medical Benefit
Plan provides family medical insurance to certain
members of management, including each Named Executive
Officer, upon his retirement in the event he has
attained age 50, and has completed at least 15 years of
service. This benefit is also furnished in the event
the Named Executive Officer's employment is
involuntarily terminated (other than if the Named
Executive Officer unlawfully converted a material
amount of funds), or in the event of a change of
control of Seaboard.
Following is a summary of the present value cost to
Seaboard of this benefit, assuming that this benefit
was triggered and said medical insurance began to be
furnished on December 31, 2008.
Present Value of
Retiree Medical Benefit(1)
Name ($)
__________________________________________
Steven J. Bresky 225,706
Robert L. Steer 263,478
Rodney K. Brenneman 274,376
Edward A. Gonzalez 276,855
David M. Dannov 266,925
_______________
(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,
R. Brenneman, E. Gonzalez and D. Dannov 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
R. Brenneman, and up to $18,000 per month for
E. Gonzalez and D. Dannov.
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.
16
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.
Seaboard has entered into employment agreements with
each of the Named Executive Officers, agreeing to pay a
minimum base salary and bonus and severance in the
event of any termination by Seaboard without cause, and
non-competition provisions which restrict the employee
from accepting employment with competitors of Seaboard.
The Board believes that this balance of providing
assurance to the executives of minimum compensation,
coupled with restrictions on leaving Seaboard and
taking alternative employment is consistent with
Seaboard's objective to attract and retain top
executive employees.
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
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.
Setting Executive Compensation
Based on the foregoing objectives, the Board of
Directors establishes compensation based upon a
subjective review of Company performance, compensation
market data and individual performance. In furtherance
of this, Watson Wyatt & Company, an outside global
human resources consulting firm, conducts an annual
review of Seaboard's total compensation program for the
Named Executive Officers. The Watson Wyatt report sets
forth a competitive market assessment of the Named
Executive Officers, utilizing a comparison of total
compensation against a peer group of publicly-traded
and privately-held companies (collectively, the
"Compensation Peer Group"). The Compensation Peer
Group comprises companies in the same general
industries as that of Seaboard and/or similarly sized
companies in terms of total revenues. The companies
comprising the Compensation Peer Group are:
- Westlake Chemical Corp. - Pilgrims Pride Corp.
- Greif Inc. - Hormel Foods Corp.
- FMC Corp. - Weatherford International Ltd.
- Sensient Technologies Corp. - Potash Corp. of Saskatchewan, Inc.
- Smithfield Foods Inc. - McCormick & Co. Inc.
17
A significant factor in determining total
compensation is that most of the Compensation Peer
Group provides long-term incentive compensation, such
as stock grants or stock options. Seaboard does not
maintain any equity compensation plans. The Board of
Directors does not utilize a targeted percentile of the
Watson Wyatt report, but instead utilizes the report as
a factor in making its subjective determination as to
compensation.
2008 Executive Compensation Components
For the fiscal year ended December 31, 2008, 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:
- Market data provided by Watson Wyatt;
- Individual review of the executive's compensation,
both individually and relative to other officers;
- Individual performance of the executive; and
- Seaboard's operating results.
To determine the specific salary and bonus, a
comparison to the total compensation by the Competitive
Peer Group is undertaken. The 2008 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.
Retirement and Other Benefits. Each of the Named
Executive Officers is a participant in the Executive
Retirement Plan. The benefit under this plan is 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. The exact amount of the benefit, the
offsets thereto and the benefit for years of service
prior to January 1, 1997 are set forth in more detail
on pages 11 to 12 of Seaboard's Proxy statement.
18
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 the lesser of up to 22 percent of their
annual compensation, or the limit prescribed by the
Internal Revenue Service. Seaboard will match
100 percent of the first 3 percent of compensation that
is 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 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 and gas charging privileges, 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.
Tax Implications
Pursuant to Section 162(m) of the Internal Revenue
Code, compensation in excess of $1 million paid to the
Named Executive Officers 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. One of the Named
Executive Officers had compensation for 2008 in excess
of $1 million in an immaterial amount which Seaboard
will be unable to deduct for income tax purposes. The
remaining Named Executive Officers deferred, pursuant
to the Non-Qualified Deferred Compensation Plan, any
compensation for 2008 in excess of $1 million, such
that Seaboard will not lose any deduction for 2008 for
compensation paid to these Named Executive Officers.
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.
19
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 2008 bonuses and 2009 salaries for the
Named Executive Officers, Seaboard retained
Watson Wyatt & Company to conduct a Competitive Market
Assessment. At the request of Robert Steer, Seaboard's
Senior Vice President, Chief Financial Officer,
Peter Mirakian Sr., Seaboard's Director of Human
Resources, engaged Watson Wyatt to conduct a survey of
the compensation of the top five executives at peer
companies. Watson Wyatt then prepared a report
summarizing the peer analysis, and conducted a
comparative analysis to the compensation being paid by
Seaboard for these positions. A draft of the report
was reviewed by P. Mirakian, Steven J. Bresky,
Seaboard's President and Chief Executive Officer, and
R. Steer, and the final report was delivered to the
Board of Directors.
S. Bresky and R. Steer discussed recommended 2008
bonuses and 2009 salaries for each of the Named
Executive Officers, considering the Watson Wyatt
report, Seaboard's performance and each Named Executive
Officer's performance during 2008. At the Board of
Director meeting establishing the 2008 bonuses and 2009
salaries for the Named Executive Officers, S. Bresky
advised the other Board of Director members the 2008
bonuses and 2009 salaries he recommended that the Board
approve for each of the Named Executive Officers. The
2008 bonuses and 2009 salaries for the Named Executive
Officers were determined based on discussions by the
Board of Directors at a meeting at which it reviewed
the Watson Wyatt report and S. Bresky's
recommendations. S. Bresky and David M. Becker,
Seaboard's General Counsel, participated in the
meeting, except that S. Bresky did not participate in
the discussions of the Board of Directors of
S. Bresky's 2008 bonus and 2009 salary. R. Steer
participated only to describe to the Board of Directors
the process utilized to retain Watson Wyatt and to
describe his discussions with S. Bresky as to the
recommended 2008 bonuses and 2009 salaries.
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 Kevin M. Kennedy
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 a single shareholder,
Seaboard Flour, 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 2008, Seaboard paid our director,
J. Rodrigues, $572,209 under the Executive Retirement
Plan, the Seaboard Corporation Pension Plan and an
individual retirement plan.
20
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 Senior 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 Senior Vice President,
Chief Financial Officer and/or Seaboard's Board of
Directors, depending on the materiality of the matter.
During 2008, 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, 2009. 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.
21
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 is expected to be
present at the annual meeting. Such representative
will have an opportunity to make a statement if he or
she desires to do so and will be available to respond
to appropriate 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 2008 and
2007, and fees billed for other services rendered by
KPMG LLP during such years.
Type of Fee 2008 2007
______________________________________________
Audit Fees (1) $2,138,242 $1,731,837
Audit-Related Fees(2) 12,365 16,552
Tax Fees (3) 223,103 177,394
All Other Fees (4) 1,673 1,595
_______________
(1) Audit Fees, including those for statutory
audits, include the aggregate fees paid by us during
2008 and 2007 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 2008 and 2007 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 2008 and 2007 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
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Audit Committee Chairman for engagements of less than
$25,000. For informational purposes 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 2008 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 Alternext U.S. 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 2008 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 2008. 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, 2008.
The foregoing has been furnished by the Audit
Committee:
Douglas W. Baena (Chair) David A. Adamsen Kevin M. Kennedy
ITEM 3: AMENDMENT TO CERTIFICATE OF INCORPORATION
Description of the Amendment
Stockholders are being asked to approve a proposed
amendment to paragraph 4 of Seaboard's Certificate of
Incorporation to decrease the number of authorized
shares of common stock from 4,000,000 shares to
1,250,000 shares. The Board of Directors has adopted a
resolution setting
23
forth the proposed amendment, declaring its
advisability and directing that the proposed amendment
be submitted to stockholders for their consideration
and approval at the annual meeting. The text of the
proposed amendment is as follows:
RESOLVED, that the Board of Directors
advises that the Corporation's Restated
Certificate of Incorporation be amended by
deleting by paragraph 4 thereof in its
entirety and substituting in lieu thereof the
following new paragraph:
4.The total number of shares
which the Corporation shall have
authority to issue is one million
two hundred fifty thousand
(1,250,000) shares of common stock
of the par value of $1 per share.
Purposes and Effects of the Proposed Amendment
The proposed amendment would decrease the number of
shares of Seaboard's common stock that it is authorized
to issue from 4,000,000 to 1,250,000. The Board of
Directors believes it is desirable to decrease the
number of shares of common stock that Seaboard is
authorized to issue to save Delaware franchise taxes.
If the proposed amendment is approved by the
stockholders at the annual meeting, Seaboard will cause
Articles of Amendment to be filed with the office of
the Delaware Secretary of State. It is anticipated
that such filing would be made promptly following the
annual meeting.
The Board of Directors recommends that you vote for
approval of the proposed amendment to Seaboard's
Certificate of Incorporation.
OTHER MATTERS
The notice of meeting provides for the election of
directors, the selection of independent auditors 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 2007, 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.
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STOCKHOLDER PROPOSALS
It is anticipated that the 2010 annual meeting of
stockholders will be held on April 26, 2010. Any
stockholder who intends to present a proposal at the
2010 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 12, 2009. 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 26, 2010.
Proxies solicited in connection with the 2010 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 26, 2010 that
such proposal will be made at the meeting.
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.
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2008, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2007, 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
25
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.
26
SEABOARD CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 27, 2009
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 27, 2009, 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 in accordance with specification
made. If no choices are indicated, this proxy will be voted FOR
all listed nominees and FOR the proposal listed below.
ELECTION OF DIRECTORS
1. The Board of Directors recommends a vote FOR the listed
nominees.
For Withhold For Withhold
Steven J. Bresky [ ] [ ] Joseph E. Rodrigues [ ] [ ]
David A. Adamsen [ ] [ ] Edward I. Shifman, Jr. [ ] [ ]
Douglas W. Baena [ ] [ ]
APPOINTMENT OF INDEPENDENT AUDITORS
2. The Board of Directors recommends a vote FOR proposal 2.
Ratify the appointment of KPMG LLP as independent auditors
of the Company
[ ] FOR [ ] AGAINST [ ] ABSTAIN
AMENDMENT TO CERTIFICATE OF INCORPORATION
3. The Board of Directors recommends a vote FOR proposal 3.
Approve a proposed amendment to paragraph 4 of the Company's
Certificate of Incorporation to decrease the number of
authorized shares of common stock from 4,000,000 shares to
1,250,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
_______________________________________________________________________________
PLEASE MARK FRONT SIDE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, trustee or other representative capacity, please give
full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer.
The signer hereby revokes all proxies heretofore given to vote at
said meeting or any adjournment thereof.
_________________________________
Signature of Stockholder
_________________________________
Signature of Stockholder
Date:_____________________, 2009.