UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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
On November 18, 2020, Edward I. Shifman, Jr. advised Seaboard Corporation (the "Company") that he will not be standing for re-election to the Company’s Board of Directors at the Company’s next Annual Stockholders’ Meeting. Mr. Shifman's decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In addition, on November 18, 2020, the Company announced that Darwin E. Sand is retiring from the position of President of Seaboard Foods LLC effective January 1, 2021. In connection with Mr. Sand's retirement, the Company and Mr. Sand have entered into a Retirement Agreement pursuant to which the Company will pay Mr. Sand $1,896,000 (the “Severance Amount”) and the amount of his 2020 accrued bonus ($700,000), less deductions required by law, on or before December 31, 2020. The Severance Amount and accrued bonus amount are in lieu of any payments that otherwise would be owing under Mr. Sand’s Employment Agreement. The Retirement Agreement supersedes Mr. Sand's existing Employment Agreement, except that Mr. Sand will continue to be obligated to comply with certain non-compete and non-solicitation restrictive covenants contained in the Employment Agreement.
The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement. The Company will file the Retirement Agreement as an exhibit to a subsequent periodic report filed with the U.S. Securities and Exchange Commission.
Item 8.01 Other Events
On November 18, 2020, the Company issued a News Release announcing that Peter Brown joins Seaboard Foods LLC as President to succeed the current President. A copy of the News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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: November 23, 2020 | ||||||||
Seaboard Corporation | ||||||||
(Registrant) | ||||||||
By: | /s/ Robert L. Steer | |||||||
Robert L. Steer President, Chief Executive Officer | ||||||||
and Chief Financial Officer | ||||||||
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Exhibit 99.1
NEWS RELEASE
November 18, 2020
Shawnee Mission, Kansas
Peter Brown Joins Seaboard Foods LLC as President and Chief Executive Officer to Succeed Current President
Seaboard Corporation (NYSE American symbol: SEB) announces that it has hired Peter Brown as its President and Chief Executive Officer (CEO) of its Pork Division, Seaboard Foods LLC, to succeed Seaboard Foods’ current President, Darwin “Duke” Sand, who has announced that he will be retiring, effective January 1, 2021. Brown brings to Seaboard Foods more than 30 years of executive leadership experience from many different levels of procurement, manufacturing, commercial distribution, and customer support, within varying protein types in both the retail and foodservice marketplaces.
As CEO, Brown will work collaboratively to drive results and have direct responsibility for all of the company’s operations. His focus will include aligning Seaboard Foods’ strategy and strategic company priorities with leadership, customers, data and analytics, people and ultimately results. Brown will also be an executive champion in driving Seaboard Foods’ culture, including inclusion and continuous improvement.
“Peter’s broad background in all facets of the protein industry means he has successfully solved some of our industries biggest challenges. We’re incredibly fortunate to tap into his experience and expertise in utilizing Lean manufacturing and management principles to collaboratively drive results,” said Seaboard Corporation President and Chief Executive Officer Bob Steer. “Peter has a proven track record of turning strategy into actions and leveraging the skills of existing talent to build high-performing teams.”
Prior to joining Seaboard Foods, Brown held various leadership positions in operations and sales during his career in the protein industry. He was most recently serving as Chief Operating Officer of Butterball, LLC and prior to that, was President and Chief Operating Officer at High Liner Foods, a global seafood company.
Peter holds a Bachelor of Science in food science from California Polytechnic State University in San Luis Obispo, California. In addition, he is a member of various industry boards and organizations supporting sustainability, regulatory and legislative initiatives.
About Seaboard Corporation
Seaboard Corporation is a diversified international agribusiness and transportation company, primarily engaged in domestic pork production and processing and cargo shipping. Overseas, Seaboard is primarily engaged in commodity merchandising, flour and feed milling, produce farming, sugar production and electric power generation.
About Seaboard Foods
Seaboard Foods is a vertically integrated pork producer. As part of a uniquely connected food system, Seaboard Foods relentlessly seeks a better way to produce wholesome Prairie Fresh® pork by purposely connecting every step between its farms and family tables around the world. Operating in five states and employing more than 5,000 people, Seaboard Foods' continued commitment to creating the most sought-after pork ensures the well-being of its animals, the environment, employees and the communities they call home. Headquartered in the Kansas City Metro, products sold domestically are marketed under the Prairie Fresh® pork brand and internationally under the Seaboard Farms brand.
Document and Entity Information |
Nov. 18, 2020 |
|---|---|
| Document and Entity Information | |
| Document Type | 8-K |
| Document Period End Date | Nov. 18, 2020 |
| Entity File Number | 1-3390 |
| Entity Registrant Name | Seaboard Corporation |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 04-2260388 |
| Entity Address, Address Line One | 9000 West 67th Street |
| Entity Address, State or Province | KS |
| Entity Address, City or Town | Merriam |
| Entity Address, Postal Zip Code | 66202 |
| City Area Code | 913 |
| Local Phone Number | 676-8800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock $1.00 Par Value |
| Trading Symbol | SEB |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000088121 |
| Amendment Flag | false |