-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PY90FNu6Cj0ruCfoqzdg0fQVYpc9k6bVSRE3x5o1mTSnygi4ACTvI8jqf8Vmr8qA 6AjoadB/hH0p8ZoANNiogA== 0000950144-07-009733.txt : 20071031 0000950144-07-009733.hdr.sgml : 20071030 20071031160514 ACCESSION NUMBER: 0000950144-07-009733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDERSON FARMS INC CENTRAL INDEX KEY: 0000812128 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 640615843 STATE OF INCORPORATION: MS FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14977 FILM NUMBER: 071202912 BUSINESS ADDRESS: STREET 1: 225 N 13TH AVE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: 225 N 13TH AVENUE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 8-K 1 g10232e8vk.htm SANDERSON FARMS, INC. Sanderson Farms, Inc.
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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): October 25, 2007
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)
Not applicable.
(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))

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
SIGNATURES

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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
On October 25, 2007, upon the recommendation of the Compensation Committee of the Registrant’s Board of Directors, the Board took the following actions: (1) it approved a 10% merit salary increase for the 2008 fiscal year for each of Joe F. Sanderson, Jr., Chairman and Chief Executive Officer, Lampkin Butts, President and Chief Operating Officer, and D. Michael Cockrell, Treasurer and Chief Financial Officer, in each case effective November 1, 2007; and a 6% merit salary increase for the 2008 fiscal year for James A. Grimes, Secretary and Chief Accounting Officer, effective November 1, 2007; (2) it approved grants of performance shares and restricted stock under the Registrant's Stock Incentive Plan, effective November 1, 2007, as follows: (a) for each of Messrs. Butts and Cockrell, the number of shares of the Registrant’s common stock equal to $540,000 divided by the per-share price as of the close of the market on October 31, 2007, 75% of such shares allocated to performance shares and 25% to restricted stock; and (b) for Mr. Grimes, the number of shares of the Registrant's common stock equal to $100,000 divided by the per-share price as of the close of the market on October 31, 2007, 65% of such shares allocated to performance shares and 35% to restricted stock. Mr. Sanderson previously indicated to the Compensation Committee and the Board of Directors that he does not intend to accept any additional grants of stock under the Stock Incentive Plan at this time.
The form of Performance Share Agreement relating to the grants of performance shares will be substantially similar to the form of agreement that was filed as Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K on December 29, 2006 and described in that report (which report is incorporated herein by reference), except that: (1) the performance period will commence on November 1, 2007, (2) performance goals will be set by averaging return on equity and return on sales metrics historically over three-year periods, rather than using single-year figures, (3) the maximum award will be 200% of the performance target, rather than 150%, and (4) the award will be based on an historical measurement period commencing in 1989, when the Registrant’s current Chief Executive Officer took office, rather than 1978. A copy of the agreement will be filed with the Registrant’s next 10-K report.
The form of Restricted Stock Agreement relating to the grants of restricted stock will be substantially similar to the form of agreement that was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 2, 2005 and described in that report (which report is incorporated herein by reference).
At the same meeting, the Board took the following actions with respect to the Registrant’s Employee Stock Ownership Plan: (1) it adopted an amendment necessary for the Plan’s compliance with the Pension Protection Act of 2006 and (2) it approved the Registrant’s contribution of $5.75 million to the Plan, payable in the current fiscal year. A copy of the amendment to the Plan will be filed with the Registrant’s next 10-K report.

 

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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: October 31, 2007  By:   /s/ D. Michael Cockrell    
    D. Michael Cockrell   
    Treasurer and Chief Financial Officer   

 

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