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): September 20, 2018

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):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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 September 20, 2018, Edith Kelly-Green was elected to the Board of Directors (the “Board”) of Sanderson Farms, Inc. (the “Company”), effective September 20, 2018. She will serve as a Class B director until the Company’s annual meeting of shareholders in 2019 and will, if re-elected at that meeting, serve for a term expiring in 2021. There are no understandings or arrangements between Ms. Kelly-Green and any other person pursuant to which Ms. Kelly-Green was elected as a director. There are no relationships between Ms. Kelly-Green and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Board expects to appoint Ms. Kelly-Green to one or more committees of the Board at a later date. The Company will file an amendment to this Current Report on Form 8-K to report any such appointment within four business days after the information is determined or becomes available.

As a non-employee director, Ms. Kelly-Green will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2018.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On September 20, 2018, the Company issued a press release regarding the matter referenced above and the declaration of a regular quarterly dividend. A copy of the press release is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being “furnished” to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.

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
99.1	Press release of Sanderson Farms, Inc. dated September 20, 2018.

EXHIBIT INDEX

Exhibit     No.	Description
99.1	Press release of Sanderson Farms, Inc. dated September 20, 2018.

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: September 21, 2018	By:	/s/ D. Michael Cockrell
		D. Michael Cockrell Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:	Mike Cockrell
	Treasurer & Chief Financial Officer
	(601) 649-4030

SANDERSON FARMS, INC. NAMES

EDITH KELLY-GREEN TO BOARD OF DIRECTORS

COMPANY ANNOUNCES QUARTERLY DIVIDEND

LAUREL, Miss. (September 20, 2018) — Sanderson Farms, Inc. (NASDAQ: SAFM) today announced that Edith Kelly-Green was elected to the Company’s Board of Directors, effective September 20, 2018. She will serve as a Class B director until the annual meeting of shareholders in 2019 and will, if re-elected at that meeting, serve for a term expiring in 2021.

Kelly-Green is a partner in The KGR Group, whose primary interests are investments in Lennys Grill and Subs restaurant franchises located in Memphis, Tennessee. Prior to starting this business in 2005, she worked for FedEx Express, a subsidiary of FedEx Corporation, where she served in many roles including Vice President and Chief Sourcing Officer. She also served as Vice President-Internal Audit of FedEx Corporation. She is a member of the Board of Directors of Applied Industrial Technology, a NYSE-listed company that manufactures and distributes industrial parts and products. Kelly-Green is also a member of the Board of Directors of BULAB Holdings, Inc., a privately owned specialty chemical company. She previously served as a director of Paragon National Bank and was a senior auditor for Deloitte in Memphis.

Kelly-Green has been an active volunteer holding leadership positions in the Memphis community and through organizations in Mississippi. She is a founding member of the Philanthropic Black Women of Memphis; founding chairman of The Women’s Council for Philanthropy at the University of Mississippi; and former chair of the legal and compliance committee of the board of Regional One Health and member of the advisory board of Baptist Women’s Hospital, both in Memphis. Kelly-Green holds a bachelor’s degree in accounting from the University of Mississippi and an MBA from Vanderbilt University. She is a certified public accountant (inactive).

Commenting on the announcement, Joe F. Sanderson, Jr., chairman and chief executive officer of Sanderson Farms, Inc., said, “We are delighted to welcome Edith Kelly-Green to our Board of Directors as an independent director. With her entrepreneurial experience and successful career managing a large chain of restaurants, she is an excellent choice for Sanderson Farms. She also brings a significant level of financial, accounting and operations expertise that complements and supports our Board. Her civic engagement in her community and philanthropic work make her an exceptional fit with our corporate culture. We look forward to her participation as we focus on executing our growth strategy and delivering greater value for our shareholders.”

The Company also announced that its Board of Directors has declared a regular quarterly cash dividend of $0.32 (thirty-two cents) per share payable October 16, 2018 to stockholders of record on October 2, 2018.

Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh, frozen and minimally prepared chicken. Its shares trade on the NASDAQ Global Select Market under the symbol SAFM.

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