8-K 1 k8052005.txt FORM 8-K, MAY 18, 2005 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) May 18, 2005 ------------ PUBLIX SUPER MARKETS, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Florida 0-981 59-0324412 ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3300 Publix Corporate Parkway Lakeland, Florida 33811 --------------------------------------- --------- (Address of principal executive offices) (Zip Code) (863) 688-1188 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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)) Page 1 of 2 pages Item 1.01. Entry into a Material Definitive Agreement ----------------------------------------------------- Indemnification Agreement ------------------------- Publix Super Markets, Inc. (the "Company") and Maria A. Sastre, a Director of the Company, entered into an Indemnification Agreement dated May 18, 2005. This Indemnification Agreement was in the same form as the Indemnification Agreement attached as an exhibit to the quarterly report of the Company on Form 10-Q for the quarter ended March 31, 2001. The Indemnification Agreement has been entered into between the Company and all of its directors and officers as reported in the quarterly and annual reports of the Company on Form 10-Q and Form 10-K for the periods ended March 31, 2001, June 30, 2001, September 29, 2001, June 29, 2002, December 28, 2002, September 27, 2003, December 27, 2003 and March 27, 2004. Board Compensation ------------------ On May 18, 2005, the Board of Directors of the Company, (i) approved increasing the annual Board Retainer paid to each non-employee director from $40,000 to $42,000, payable quarterly, effective as of the third quarter of 2005, (ii) approved creating an annual Corporate Governance Committee Retainer in the amount of $5,000, payable quarterly, effective as of the third quarter of 2005 and (iii) approved maintaining the annual Audit Committee Retainer at $10,000, payable quarterly. 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, hereunto duly authorized. PUBLIX SUPER MARKETS, INC. Dated: May 20, 2005 By: /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Page 2 of 2 pages