8-K

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 22, 2010

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 Arrangements of Certain Officers.

     As previously reported on its Current Report on Form 8-K filed December 17, 2010, the Registrant received a letter dated December 16, 2010 from the staff of the Listing Qualifications Office of the NASDAQ Stock Market LLC, determining that the Registrant failed to comply with Listing Rule 5635(c) that listed companies obtain stockholder approval before issuing stock under an equity compensation plan. The Staff reached that determination because the Registrant informed Nasdaq that it had exceeded a limit in its Stock Incentive Plan on the number of shares that may be issued under the Plan in the form of restricted stock. Excluding the Registrant’s most recent grant of restricted stock on November 1, 2010, which the Compensation Committee of its Board of Directors voted to rescind on December 13, 2010, the net number of outstanding restricted shares in excess of that limit was 26,461.

     On December 22, 2010, the Registrant entered into Amendment Number 1 dated as of December 13, 2010 to its Restricted Stock Agreement dated January 29, 2009, its Restricted Stock Agreement dated November 1, 2009 and its Restricted Stock Agreement dated December 21, 2009, with each of Lampkin Butts, President and Chief Operating Officer and Mike Cockrell, Treasurer and Chief Financial Officer of the Registrant. A copy of the form of amendment is filed with this report as Exhibit 10 and is incorporated herein by reference. The amendment for each officer provides that if the Registrant’s stockholders do not approve an Amended and Restated Stock Incentive Plan, which will include an increased limit for restricted stock, at the Registrant’s annual meeting of stockholders to be held on February 17, 2011, the officers will forfeit the affected shares and will return all dividends paid thereon to the Registrant. In addition, Messrs. Butts and Cockrell agreed not to vote the affected shares until such stockholder approval is obtained.

     The restricted shares covered by the amendments are, for each of Messrs. Butts and Cockrell, 700 shares granted on December 21, 2009, 8,500 shares granted on November 1, 2009, and 4,031 shares granted on January 29, 2009. As a result of these amendments, the net number of restricted shares granted under the Plan will be below the current Plan’s restricted share limit in the event that the Registrant’s stockholders do not approve the increased limit.

     By letter dated December 23, 2010, the Listing Qualifications Office informed the Registrant that as a result of the amendments described above, the Registrant had regained compliance with NASDAQ’s listing rules and NASDAQ deemed the matter closed.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this Current Report:

Exhibit No.		Description
	10	Form of Amendment Number 1 dated as of December 13, 2010 to Restricted Stock Agreement dated January 29, 2009, Restricted Stock Agreement dated November 1, 2009 and Restricted Stock Agreement dated December 21, 2009

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: December 23, 2010	By:	/s/ D. Michael Cockrell
		D. Michael Cockrell
		Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	10	Form of Amendment Number 1 dated as of December 13, 2010 to Restricted Stock Agreement dated January 29, 2009, Restricted Stock Agreement dated November 1, 2009 and Restricted Stock Agreement dated December 21, 2009

EX-10

Exhibit 10

Amendment Number 1
to
Restricted Stock Agreement dated January 29, 2009,
Restricted Stock Agreement dated November 1, 2009 and
Restricted Stock Agreement dated December 21, 2009
by and between
Sanderson Farms, Inc. and [Name]
December 13, 2010

Whereas, the Section 4.1(a) of the February 17, 2005 Sanderson Farms, Inc. and Affiliates Stock Incentive Plan (“Plan”) provides that no more than 562,500 of the shares reserved under the Plan may be granted in the form of Restricted Stock (unless based on the achievement of Performance Measures) (“Restricted Stock Limit”); and

Whereas, upon a review of the shares of Restricted Stock granted under the Plan, it has been determined that the Restricted Stock Limit has been exceeded; and

Whereas, [Name] (“Participant”) and Sanderson Farms, Inc. (together with its subsidiaries and affiliates, the “Company”) have entered into Restricted Stock Agreements dated January 29, 2009, November 1, 2009 and December 21, 2009 (the “Restricted Stock Agreements”); and

Whereas, in order to reduce the number of shares of Restricted Stock granted under the Plan to a number within the Restricted Stock Limit, Participant has requested that his Restricted Stock Agreements be amended in order to make the grant of 4,031 shares of the total shares of Restricted Stock contained in the January 29, 2009 Restricted Stock Agreement, all 8,500 shares of Restricted Stock contained in the November 1, 2009 Restricted Stock Agreement and 700 unvested shares of the total shares of Restricted Stock contained in the December 21, 2009 Restricted Stock Agreement (collectively, these 13,231 shares are hereinafter referred to as the “Excess Shares”) subject to shareholder approval of an amended and restated stock incentive plan which would increase the number of shares of Restricted Stock that may be granted under the Plan from 562,500 shares to 1,562,500 shares;

Now, therefore, for good and adequate consideration, Participant and Company make and enter into this Amendment to the Restricted Stock Agreement and agree as follows:

1. The Excess Shares of Restricted Stock granted to Participant under Section 1(a) of the respective Restricted Stock Agreements are expressly conditioned upon the subsequent shareholder approval in 2011 of an amended and restated stock incentive plan which would increase the number of shares of Restricted Stock that may be granted under the Plan from 562,500 shares to 1,562,500 shares (subject to adjustment as provided in the plan). Until such approval, Participant will have and will exercise no voting rights with respect to the Excess Shares.

2. If the shareholders do not approve such an amended and restated plan in 2011, the grants of the Excess Shares of Restricted Stock shall be cancelled without further action of the Company or the Participant, such Excess Shares shall be forfeited and ownership of such Excess Shares shall immediately be transferred back to the Company, and the Participant shall repay to the Company any dividends or other distributions paid with respect to such Excess Shares within 60 days of the 2011 annual meeting of stockholders. The remaining shares issued pursuant to the Restricted Stock Agreements shall remain outstanding.

3. Notwithstanding any provision of the Restricted Stock Agreements to the contrary, the Excess Shares of Restricted Stock shall not vest for any reason prior to shareholder approval of an amended and restated plan as described above. If, but for this amendment, such Excess Shares or any of them would have vested prior to such shareholder approval, then those shares will vest immediately upon shareholder approval, if received.

4. Except as amended hereby, the Restricted Stock Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the Participant has executed this Amendment on his own behalf, thereby representing that he has carefully read and understands this Amendment, the Agreement and the Plan as of the day and year first written above, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

SANDERSON FARMS, INC.
By:
	Name:
	Title:
PARTICIPANT
[Name]