June 2012 PSU Awards

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

0000091388-12-000029.txt : 20120618 0000091388-12-000029.hdr.sgml : 20120618 20120618161158 ACCESSION NUMBER: 0000091388-12-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120612 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120618 DATE AS OF CHANGE: 20120618 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: 12912583 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 sfd8kjune2012psuawards.htm FORM 8-K June 2012 PSU Awards

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 12, 2012

SMITHFIELD FOODS, INC.

(Exact name of registrant as specified in its charter)



	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):



	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))

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 June 12, 2012, the Compensation Committee of Smithfield Foods, Inc. (the “Company”) awarded performance share units to certain of its executive officers under the Company's 2008 Incentive Compensation Plan. A summary of the performance share unit awards granted to certain of the Company's executive officers is set forth on Exhibit 99.1, which is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits



Item 9.01	Financial Statements and Exhibits.



	(d) Exhibits



	99.1	Summary of Performance Share Unit Awards to Certain Named Executive Officers granted on June 12, 2012.

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 18, 2012		/s/ Michael H. Cole
		Michael H. Cole
		Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX



Exhibit 99.1	Summary of Performance Share Unit Awards to Certain Named Executive Officers granted on June 12, 2012.

EX-99.1 2 sfdex991june2012psuawardssum.htm EXHIBIT 99.1 June 2012 PSU Awards Summary

Exhibit 99.1

Summary of Performance Share Unit Awards

to Certain Executive Officers Granted on June 12, 2012



Named Executive Officer	Title	Target PSU Award ⁽¹⁾

C. Larry Pope	President and Chief Executive Officer	200,000
Robert W. Manly, IV	Executive Vice President and Chief Financial Officer	100,000
Dhamu Thamodaran	Executive Vice President and Chief Commodity Hedging Officer	15,000
Dennis H. Treacy	Executive Vice President, Corporate Affairs, and Chief Sustainability Officer	10,000

________________________

⁽¹⁾

These performance share units awards (“PSUs”) are made under the Company’s 2008 Incentive Compensation Plan (the “2008 Plan”). The actual number of PSUs earned will be determined on the basis of the Company’s total shareholder return (“TSR”) for a three-year performance period (fiscal 2013 through fiscal 2015) versus a peer group of 18 publicly traded companies in the food industry. If the Company’s three-year TSR is below the 25^th percentile of the Company’s peer group, no PSUs will be earned; at the 25^th percentile, the PSUs pay out at 50% of target; at the 50^th percentile, they pay out at 100% of target; and at the 90th percentile and higher, they pay out at 200% of target. Between these discrete data points, payouts will be interpolated. A participant must be employed through the end of the performance period to receive any payment, provided, however, if a participant dies, becomes disabled or retires prior to the end of the performance period, a pro-rata number of the PSUs would vest based on the participant’s months of employment during the performance period, subject to attainment of the performance targets discussed above. All PSUs fully vest at the target amount upon a Qualifying Change of Control (as defined in the 2008 Plan). Upon vesting, the awards will be paid in shares of Company common stock.