form_8k.htm

0000091388-10-000021.txt : 20100621 0000091388-10-000021.hdr.sgml : 20100621 20100621171401 ACCESSION NUMBER: 0000091388-10-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100615 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FOODS INC CENTRAL INDEX KEY: 0000091388 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 520845861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 10908593 BUSINESS ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 7573653000 MAIL ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY EQUITIES CORP DATE OF NAME CHANGE: 19710221 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY REAL ESTATE TRUST DATE OF NAME CHANGE: 19661113 8-K 1 form_8k.htm FORM 8K form_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 15, 2010

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)

	Virginia		1-15321		52-0845861
	(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	200 Commerce Street Smithfield, Virginia		23430
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (757) 365-3000

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 (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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2010, the Compensation Committee of Smithfield Foods, Inc. (the “Company”) awarded performance share units to its executive officers under the Company’s 2008 Incentive Compensation Plan. A summary of the performance share unit awards granted to the Company’s executive officers in the Pork Group is set forth on Exhibit 99.1, which is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 16, 2010, the Company amended Section 2.3(c) of its Bylaws. The principal features of the amendment are as follows:

Section 2.3(c), as amended, provides for the election of directors by a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” the director. Abstentions and Broker Non-Votes are not counted as votes “for” or votes “against.”

Previously, directors were elected under a plurality vote standard, meaning the candidates receiving the highest number of votes were elected whether or not they received a majority of the votes cast. Contested elections, where the number of nominees standing for election exceeds the number of directors to be elected, will continue to use the plurality vote standard.

If an incumbent director is not elected, the director must promptly tender his or her resignation to the Board. The Nominating and Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will publicly disclose its decision and the rationale behind it within 90 days of the certification of the election results. The director who offers his or her resignation will not participate in the Board’s decision.

The foregoing is a brief description of the amendment to the Company’s Bylaws and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated. This description should be read in conjunction with the Company’s Bylaws, as amended and restated, which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

3.1

Bylaws, as amended and restated, effective June 16, 2010 (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the SEC on June 18, 2010).

99.1

Summary of Performance Share Unit Awards to Executive Officers in the Pork Group granted on June 15, 2010.

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.

	SMITHFIELD FOODS, INC.



Date: June 21, 2010	/s/ Michael H. Cole
	Michael H. Cole
	Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit 3.1

Bylaws, as amended and restated, effective June 16, 2010 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2010).

Exhibit 99.1

Summary of Performance Share Unit Awards to Executive Officers in the Pork Group granted on June 15, 2010.

EX-99.1 2 ex99-1.htm SUMMARY OF PERFORMANCE SHARE UNIT AWARDS ex99-1.htm

Exhibit 99.1

Summary of Performance Share Unit Awards to Executive Officers

in the Pork Group granted on June 15, 2010

Column 1	Column 2	Column 3		Column 4		Column 5

Named Executive Officer	Title	PSU Award 3% Volume Growth(1)		PSU Award 4% Volume Growth(1)		PSU Award 5% Volume Growth(1)

George H. Richter	President & COO, Pork Group		30,000		40,000		50,000
Joseph W. Luter, IV	Executive Vice President		30,000		40,000		50,000
Joseph B. Sebring	President of John Morrell		15,000		20,000		25,000
James C. Sbarro	President of Farmland Foods		15,000		20,000		25,000
Timothy Schellpeper	President of Smithfield Packing		15,000		20,000		25,000

(1)

These performance share unit awards are made under the Company’s 2008 Incentive Compensation Plan (the “2008 Plan”). The actual number of performance share units earned will be determined on the basis of volume growth of the Pork Group’s Packaged Meats Business in fiscal 2011 as compared to fiscal 2010. If Packaged Meats volume growth is less than 3% in fiscal 2011, no PSUs will be earned. If volume growth is at least 3% but less than 4%, the number of PSUs will be the amount shown in column 3 above. If the volume growth is at least 4% but less than 5%, the number of PSUs will be the amount shown in column 4 above. If volume growth is 5% or greater, the number of PSUs will be the amount shown in column 5 above. In addition to the volume-based performance condition, no PSUs will be earned unless the Company earns at least $100 million of Profits Before Taxes in fiscal 2011. If these performance targets are met, the PSUs vest on the first anniversary of the grant date. All PSUs fully vest upon a Qualifying Change of Control (as defined in the 2008 Plan).