0000088121-13-000003.txt : 20130424 0000088121-13-000003.hdr.sgml : 20130424 20130424160619 ACCESSION NUMBER: 0000088121-13-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130422 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130424 DATE AS OF CHANGE: 20130424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 042260388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03390 FILM NUMBER: 13779400 BUSINESS ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 BUSINESS PHONE: 9136768800 MAIL ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 FORMER COMPANY: FORMER CONFORMED NAME: SEABOARD ALLIED MILLING CORP DATE OF NAME CHANGE: 19820328 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY BAKERIES INC DATE OF NAME CHANGE: 19710315 8-K 1 k842213.txt SEABOARD CORPORATION 8-K DATED APRIL 22, 2013 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) April 22, 2013 Seaboard Corporation (Exact name of registrant as specified in its charter) Delaware 1-3390 04-2260388 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 9000 W. 67th Street, Shawnee Mission, Kansas 66202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 676-8800 Not Applicable (Former name or former address, if changed since last report.) 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)) Item 5.07 Submission of Matters to a Vote of Security Holders The annual meeting of stockholders was held on April 22, 2013 in Waltham, Massachusetts. Three items were submitted to a vote as described in Seaboard's Proxy Statement dated March 15, 2013. The following table briefly describes the proposals and results of the stockholders' vote. Votes in Votes Favor Withheld 1. To elect the following persons as directors: Steven J. Bresky 1,040,450 106,539 David A. Adamsen 1,062,044 84,945 Douglas W. Baena 1,061,995 84,994 Joseph E. Rodrigues 1,062,145 84,844 Edward I. Shifman, Jr. 1,053,330 93,659 Votes in Votes Votes Favor Against Abstaining 2.Stockholder proposal requesting Seaboard to 46,170 1,018,807 82,012 report its charitable, political and lobbying contributions. Votes in Votes Votes Favor Against Abstaining 3.To ratify selection of KPMG LLP as 1,180,366 1,806 1,262 independent auditors for 2013. There were 36,445 broker non-votes each with respect to the election of directors and proposal requesting management to report its charitable, political and lobbying contributions. There were no broker non-votes with respect to the selection of independent auditors. Item 8.01 Other Events On April 23, 2013, Registrant issued a press release announcing that Joseph E. Rodrigues, a long-time Seaboard director and former executive officer, passed away. As a result, his board seat is currently vacant until further notice. The full text of this press release is included as Exhibit 99.1 to this current report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits Registrant hereby furnishes the following exhibit pursuant to Item 8.01: 99.1 Press release of Seaboard Corporation dated April 23, 2013 announcing that Joseph E. Rodrigues, a long-time Seaboard director and former executive, passed away. 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 thereunto duly authorized. DATE: April 24, 2013 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Executive Vice President, Chief Financial Officer EX-99.1 2 ex99-1.txt PRESS RELEASE OF SEABOARD CORPORATION Exhibit 99.1 Press Release Seaboard Corporation Director and Former Executive Vice President Passes Away Seaboard Corporation (NYSE MKT: SEB) announced today that Joseph E. Rodrigues, a long time Seaboard director and former executive officer, passed away Monday morning, surrounded by family at his home in Las Vegas. Seaboard's President and Chairman noted in a statement to all Seaboard employees: "Many of you had the good fortune of knowing Joe and you know what a remarkable man he was-in temperament, intellect and spirit. I don't have the words to describe how well he lived his life and how kindly he treated people. He was a wonderful business resource for all of us who worked with him and more importantly, as a friend, he was a pillar we could lean on for his wisdom, his measured outlook on life and his amazing ability to make complicated issues so simple and clear." Mr. Rodrigues' career with Seaboard began in 1980 when he served as Managing Director of Seaboard's flour milling operations in Nigeria. In 1987 he was promoted to Executive Vice President and Chief Financial Officer of Seaboard, serving in this capacity until he retired in 2001. He had been a member of the Seaboard Board of Directors since 1990. Mr. Rodrigues was instrumental in the development and growth of Seaboard's significant overseas operations. "Someone once said that when someone dies, it is as if a library has burned down in that all that knowledge and experience is no longer accessible. I can think of no better example of this than our dear friend Joe Rodrigues. He was such a kind, wise and thoughtful man. We have lost one of the great ones," said Mr. Bresky in reminiscing about Mr. Rodrigues. Seaboard's heartfelt condolences go out to his wife Isabel and his son George, his extended family and his friends around the globe. We have lost a business associate, a friend and a man who, through his life's work, left this world a better place. April 23, 2013