UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. __)
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Check the appropriate box:
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permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
SEABOARD CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:_____________________________________________________________
_____________________________________________________________________
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applies:_____________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):___________
_____________________________________________________________________
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paid previously. Identify the previous filing by registration statement
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PAGE>
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2014
Notice is hereby given that the 2014 Annual Meeting of
Stockholders of Seaboard Corporation, a Delaware
corporation, will be held at the Westin Waltham, 70 3rd
Avenue, Waltham, Massachusetts, on Monday, April 28, 2014,
commencing at 9:00 a.m., local time, and thereafter as it
may from time to time be adjourned, for the following
purposes:
1. To elect four directors to hold office until the
2015 annual meeting of stockholders and until
their respective successors are duly elected and
qualified;
2. To consider and vote on a non-binding resolution
to approve the compensation of Seaboard's named
executive officers, as disclosed in Seaboard's
proxy statement for the 2014 Annual Meeting of
Stockholders pursuant to the compensation
disclosure rules of the Securities and Exchange
Commission;
3. To consider and act upon ratification and approval
of the selection of KPMG LLP as the independent
auditors of Seaboard for the year ending
December 31, 2014;
4. To consider and act upon a stockholder proposal,
if introduced at the meeting, as described in the
accompanying proxy statement; and
5. To transact such other business as properly may
come before the meeting.
The Board of Directors has fixed the close of business
on February 25, 2014, as the record date for determination
of the stockholders entitled to notice of, and to vote at,
the annual meeting.
By order of the Board of Directors,
David M. Becker,
Senior Vice President,
General Counsel and Secretary
March 11, 2014
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE FOLLOW THE SPECIFIC VOTING INSTRUCTIONS
APPEARING ON THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE
MEETING.
IMPORTANT NOTICE Regarding the Availability of Proxy
Materials
For the Stockholder Meeting to be held on April 28, 2014
This notice of annual meeting and accompanying proxy
materials are available to you on the Internet. We
encourage you to review all of the important information
contained in the proxy materials before voting.
Our Company's Proxy Statement, Annual Report and other
proxy materials to Stockholders are available at:
www.seaboardcorp.com (under "Investors" and "SEC Filings"
tabs)
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2014
March 11, 2014
Date, Time and Place of the Meeting
This proxy statement is furnished in connection with
the solicitation of proxies for use at the annual
meeting of stockholders of Seaboard Corporation
("Seaboard") to be held on Monday, April 28, 2014,
commencing at 9:00 a.m., local time, and at any
adjournment thereof. The meeting is called for the
purposes set forth in the foregoing Notice of Annual
Meeting, and will be held at the Westin Waltham, 70 3rd
Avenue, Waltham, Massachusetts. You may obtain
directions to the location of the annual meeting by
calling us at (913) 676-8800.
Stockholders Entitled to Vote at the Meeting
Stockholders of record as of the close of business
on the February 25, 2014 record date are entitled to
notice of, and to vote at, the annual meeting and at
any adjournment thereof. Seaboard had
1,187,434.24 shares of common stock, $1.00 par value,
outstanding and entitled to vote as of the record date.
Each such share of common stock is entitled to one vote
on each matter properly to come before the annual
meeting. This proxy statement and the enclosed form of
proxy were first sent or given to stockholders on or
about March 11, 2014.
Quorum Requirement
A quorum of stockholders is necessary to hold a
valid meeting. A majority of our outstanding shares of
common stock on the record date, or 593,717.24 shares,
will be needed to establish a quorum for the annual
meeting. Votes cast at the annual meeting will be
tabulated by persons duly appointed to act as
inspectors of election and voting for the annual
meeting. The inspectors of election and voting will
treat shares represented by a properly signed and
returned proxy as present at the annual meeting for
purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or
abstaining. Likewise, the inspectors will treat shares
of stock represented by proxies reflecting one or more
"broker non-votes" as present for purposes of
determining a quorum. Broker non-votes are proxies
with respect to shares held in record name by brokers
or nominees, as to which (i) instructions have not been
received from the beneficial owners or persons entitled
to vote with respect to one or more matters; (ii) the
broker or nominee does not have discretionary voting
power under applicable national securities exchange
rules or the instrument under which it serves in such
capacity; and (iii) the record holder has indicated on
the proxy card or otherwise notified Seaboard that it
does not have authority to vote such shares on such
matter or matters.
Attending the Meeting and Voting in Person
If you plan to attend the annual meeting and vote in
person, we will give you a ballot when you arrive.
However, if your shares are held in the name of your
broker, bank or other nominee (commonly referred to as
being held in "street" name), proof of ownership may be
required for you to be admitted to the meeting. A
recent brokerage statement and letter from a bank or
broker are examples of proof of ownership. If you want
to vote your shares of common stock held in street name
in person at the meeting, you will have to get a
written proxy in your name from the broker, bank or
other nominee who holds your shares.
Voting by Proxy
The Board of Directors solicits your proxy in the
form enclosed for use at the annual meeting. You may
vote your shares by completing the proxy card with your
vote, signature and date, and returning it by mail in
the envelope provided, or you can follow the
instructions on the proxy card to cast your vote via
the Internet or telephone. Any stockholder giving a
proxy in accordance with the enclosed form may revoke
it at any time before it is exercised. A stockholder
may revoke his or her proxy by delivering to the
Secretary of Seaboard a written notice of revocation or
a duly executed proxy bearing a later date, or by
attending the meeting and voting in person. A duly
completed proxy will be voted at the annual meeting in
accordance with the instructions of the stockholder.
Where a stockholder's voting instructions are not
specified in the completed proxy, the shares
represented by the proxy will be voted "for" the
election of the nominees for director listed herein,
"for" ratification of the selection of KPMG LLP as
independent auditors for 2014, "for" the advisory
approval of the compensation of our executives
disclosed in this proxy statement and "against" the
stockholder proposal described herein that requests
Seaboard to report its charitable, political and
lobbying contributions. The Board of Directors does
not know of any matters that will be brought before the
meeting other than those referred to in the Notice of
Annual Meeting. However, if any other matter properly
comes before the meeting, it is intended that the
persons named in the enclosed form of proxy, or their
substitutes acting thereunder, will vote on such matter
in accordance with their discretion and judgment. If
your shares of common stock are held in street name,
you will receive instructions from your broker, bank or
other nominee that you must follow in order to have
your shares voted. Seaboard will bear all expenses in
connection with the solicitation of proxies, including
preparing, assembling and mailing this proxy statement.
After the initial mailing of this proxy statement,
proxies may be solicited by mail, telephone, facsimile
transmission or personally by directors, officers,
employees or agents of Seaboard. Brokerage houses and
other custodians, nominees and fiduciaries will be
requested to forward soliciting materials to beneficial
owners of shares held of record by them, and their
reasonable out-of-pocket expenses will be paid by
Seaboard.
Vote Required
A favorable plurality of votes cast (a number
greater than those cast for any other candidates) is
necessary to elect members of the Board of Directors.
Accordingly, abstentions or broker non-votes as to the
election of directors will not affect the election of
the candidates receiving the plurality of votes. The
other proposals set forth herein require the
affirmative vote of a majority of the shares
represented at the meeting. Shares represented by
broker non-votes as to such matters
2
are treated as not being present for the purposes of
such matters, while abstentions as to such matters are
treated as being present but not voting in the
affirmative. Accordingly, the effect of broker non-
votes is only to reduce the number of shares considered
to be present for the consideration of such matters,
while abstentions will have the same effect as votes
against the matter.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
as of January 31, 2014 (unless otherwise indicated
below) regarding the beneficial ownership of Seaboard's
common stock by the only persons known to us to own
beneficially 5 percent or more of Seaboard's common
stock. Unless otherwise indicated, all beneficial
ownership consists of sole voting and sole investment
power.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
_________________________________________________________________________
Steven J. Bresky(1) 902,521.24 76.0%
c/o Seaboard Flour LLC
1320 Centre Street, Suite 200
Newton Center, MA 02459
Seaboard Flour LLC(2) 465,825.69 39.2%
1320 Centre Street, Suite 200
Newton Center, MA 02459
SFC Preferred LLC(2) 428,122.55 36.1%
1320 Centre Street, Suite 200
Newton Center, MA 02459
FMR LLC(3) 60,800 5.1%
82 Devonshire Street
Boston, MA 02109
____________
(1) The shares reported include 2,548 shares of
Seaboard's common stock owned directly;
465,825.69 shares of Seaboard's common stock that
may be attributed to S. Bresky by virtue of his
position as sole manager of Seaboard Flour LLC, with
the right to vote Seaboard shares owned by Seaboard
Flour LLC; 428,122.55 shares of Seaboard's common
stock that may be attributed to S. Bresky by virtue
of his position as sole manager of
SFC Preferred LLC, with the right to vote Seaboard
shares owned by SFC Preferred LLC; 1,775 shares of
Seaboard's common stock that may be attributed to
S. Bresky, as co-trustee of a trust which owns such
shares; and 4,250 shares of Seaboard's common stock
that may be attributed to him as co-trustee of the
"Bresky Foundation" trust. All of the common units
of Seaboard Flour LLC and SFC Preferred LLC
(collectively, the "Seaboard Flour Entities") are
held by S. Bresky and other members of the Bresky
family, including trusts created for their benefit.
3
(2) S. Bresky, Chairman of the Board, President and
Chief Executive Officer of Seaboard, and other
members of the Bresky family, including trusts
created for their benefit, beneficially own all of
the common units of the Seaboard Flour Entities.
S. Bresky is the co-trustee and beneficiary of some
of the trusts owning units of the Seaboard Flour
Entities, and may be deemed to have indirect
beneficial ownership of Seaboard's common stock held
by the Seaboard Flour Entities by virtue of his
position as manager of both of the Seaboard Flour
Entities, with the right to vote Seaboard shares
owned by the Seaboard Flour Entities.
(3) The information with respect to the holdings of
FMR LLC is provided as of December 31, 2013, based
on a Schedule 13G filed by FMR LLC with the SEC on
February 14, 2014. FMR LLC reports that, of the
60,800 shares beneficially owned, it has sole voting
power with respect to 13,200 shares and sole
dispositive power with respect to all 60,800 shares.
Fidelity Management & Research Company ("Fidelity"),
a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under the Investment
Advisers Act of 1940 ("Investment Advisers Act"), is
the beneficial owner of 47,600 shares as a result of
acting as investment adviser to various investment
companies registered under the Investment Company
Act of 1940. Edward C. Johnson 3d (Chairman of
FMR LLC) and FMR LLC, through its control of
Fidelity, and the funds each have sole power to
dispose of the 47,600 shares owned by the funds.
Members of the family of Edward C. Johnson 3d are
the predominant owners, directly or through trusts,
of Series B common shares of FMR LLC, representing
49 percent of the voting power of FMR LLC. The
Johnson family group and all other Series B
shareholders of FMR LLC have entered into a
shareholders' voting agreement under which all
Series B shares will be voted in accordance with the
majority vote of Series B shares. Neither FMR LLC
nor Edward C. Johnson 3d has the sole power to vote
or direct the voting of the shares owned directly by
the Fidelity funds, which power resides with the
funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines
established by the funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("Pyramis"), an
indirect wholly-owned subsidiary of FMR LLC and an
investment adviser registered under the Investment
Advisers Act, is the beneficial owner of
13,200 shares as a result of its serving as
investment manager of institutional accounts,
non-U.S. mutual funds or investment companies
registered under the Investment Company Act of 1940
owning such shares. Edward C. Johnson 3d and
FMR LLC, through its control of Pyramis, each has
sole dispositive power over 13,200 shares and sole
power to vote or to direct the voting of
13,200 shares owned by the institutional accounts of
funds advised by Pyramis, as reported above.
SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth certain information
as of January 31, 2014 regarding the beneficial
ownership of Seaboard's common stock by each of our
directors and director nominees, each of our executive
officers named in the Summary Compensation Table on
page 9 and all of our directors and executive officers
as a group.
4
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
__________________________________________________________________________
Steven J. Bresky 902,521.24 (1) 76.0%
David A. Adamsen 20 *
Douglas W. Baena 100 *
Edward I. Shifman, Jr. 5 *
Robert L. Steer - 0 - *
David M. Dannov 10 *
Edward A. Gonzalez - 0 - *
Terry J. Holton - 0 - *
All directors and executive 902,716.24 76.0%
officers as a group (17 persons)
____________
(1) The nature of the beneficial ownership of the
shares reported is set forth in footnote (1) to the
table under "Principal Stockholders" above.
* Less than one percent.
ITEM 1: ELECTION OF DIRECTORS
Effective January 27, 2014, our Board of Directors
has reduced the number of directors from five to four
directors, and has nominated the persons set forth
below for election at the annual meeting. The
reduction in the number of directors was due to the
death of director Joseph E. Rodrigues during 2013.
Unless otherwise specified, proxies will be voted in
favor of the election as directors of the following
four persons for a term of one year and until their
successors are elected and qualified.
Principal Occupations and Positions
and Specific Experience, Qualifications, Director
Name Age Attributes or Skills Since
_______________________________________________________________________________
Steven J. Bresky 60 Director, Seaboard Corporation; President and 2005
Chief Executive Officer (since July 2006),
Seaboard Corporation; Manager, Seaboard
Flour (since 2006). Mr. Bresky is particularly
qualified to be a Director of Seaboard based
on his experience in working for Seaboard for
more than 30 years, including acting as
President of Seaboard Corporation and as
President of Seaboard's Overseas Division.
5
David A. Adamsen 62 Director and Member of Audit Committee, 1995
Seaboard Corporation; former Vice
President-Wholesale Sales (January
2009-2010), C&S Wholesale Grocers
(wholesale food distribution company).
Mr. Adamsen has worked for more than 35 years
in the food, food distribution, and food
manufacturing businesses. His experience
and knowledge make him qualified as a
Director for Seaboard.
Douglas W. Baena 71 Director and Chairman of Audit Committee, 2001
Seaboard Corporation; self-employed (since
1997), engaging in facilitation of equipment
lease financings and consulting, doing
business as CreditAmerica Corporation.
Mr. Baena has an educational background in
accounting and has experience working as a
Certified Public Accountant. He also has
experience arranging lease financing
transactions for companies. This accounting
and finance background provides experience
and attributes which are desirable for a
Seaboard Director.
Edward I. Shifman, Jr. 70 Director and Member of Audit Committee, 2009
Seaboard Corporation. Mr. Shifman is
retired and has experience working as a
banker for more than 30 years for various
financial institutions, providing experience
qualifying him to serve as a Director.
Edward I. Shifman, Jr. is a first cousin of Steven
J. Bresky.
There are no arrangements or understandings between
any nominee and any other person pursuant to which such
nominee was nominated.
In case any person or persons named herein for
election as directors are not available for election at
the annual meeting, proxies may be voted for a
substitute nominee or nominees (unless the authority to
vote for all nominees or for the particular nominee who
has ceased to be a candidate has been withheld), as
well as for the balance of those named herein.
Management has no reason to believe that any of the
nominees for the election as director will be
unavailable.
The Board of Directors recommends that you vote for
the election as directors of the four persons listed
above.
BOARD OF DIRECTORS INFORMATION
Meetings of the Board
The Board of Directors held five meetings in fiscal
2013, three of which were telephonic meetings. Other
actions of the Board of Directors were taken by
unanimous written consent, as
6
needed. Each director attended more than 75 percent
of the aggregate of the total number of meetings of
the Board of Directors and the total number of meetings
held by all committees of the Board on which he served.
Seaboard does not have any policy requiring
directors to attend Seaboard's annual meeting of
stockholders, although generally the directors have
attended Seaboard's annual stockholders' meetings. All
directors attended the 2013 annual meeting.
Controlled Corporation
Seaboard is a "controlled corporation," as defined
in the rules of the NYSE MKT, because more than
50 percent of the voting power of Seaboard is owned by
the Seaboard Flour Entities. As such, Seaboard is
exempted from many of the requirements regarding Board
of Director committees and independence. The members
of our Board of Directors who are independent within
the meaning of the NYSE MKT listing standards are
David A. Adamsen, Douglas W. Baena and Edward I.
Shifman, Jr.
Board Leadership Structure and Role in Risk Oversight
Steven J. Bresky serves as both Seaboard's principal
executive officer and Chairman of the Board. Steven
J. Bresky is the beneficial owner of approximately
76.0 percent of Seaboard, and has more than 30 years'
experience with Seaboard. Seaboard does not have a
lead independent director. Seaboard believes that
Steven J. Bresky has a sufficient vested interest in
Seaboard on the basis of his stock ownership position,
and has the experience necessary to lead Seaboard as
both the principal executive officer and Chairman of
the Board.
The Audit Committee of the Board of Directors
provides risk oversight of Seaboard with respect to the
audit of Seaboard's financial statements, Seaboard's
internal audit function and any financial matters
reported to Seaboard's Vice President of Internal Audit
or other Seaboard representative. The Audit Committee
administers this oversight function through Audit
Committee meetings and periodic meetings in private
with Seaboard's auditors, KPMG, and Seaboard's Vice
President of Internal Audit. The Board of Directors
does not have any other significant oversight function,
aside from performance of the Board of Director
function through periodic meetings. The Board of
Directors does not believe that its role in risk
oversight of Seaboard has any significant effect on the
Board's leadership structure.
Committees of the Board
Seaboard's Board of Directors has established an
Audit Committee. There currently are no other standing
executive, compensation, nominating or other committees
of Seaboard's Board of Directors, or committees
performing similar functions of the Board.
Audit Committee. Seaboard's Board of Directors has
established an Audit Committee comprised solely of
independent directors. The members of the Audit
Committee are David A. Adamsen, Douglas W. Baena and
Edward I. Shifman, Jr. Mr. Baena is Chairman of the
Audit Committee. The Audit Committee selects and
retains independent auditors and assists the Board in
its oversight of the integrity of Seaboard's financial
statements, including the performance of our
independent auditors in their audit of our annual
financial statements. The Audit Committee
7
meets with management and the independent auditors, as
may be required. The independent auditors have full
and free access to the Audit Committee, without the
presence of management. The Board of Directors has
determined that Douglas W. Baena is an "audit
committee financial expert" and is "independent,"
within the meaning of the listing standards of NYSE
MKT. The Audit Committee held four meetings in fiscal
2013, two of which were telephonic meetings.
Director Nominations
The Board of Directors believes it is not necessary
to have a separate nominating committee because of the
low turnover of Board of Director seats and because the
entire Board of Directors participates in the
consideration of director nominees. There currently is
no charter that establishes procedures for the Board's
consideration of director nominees. The Board believes
that it should be comprised of directors with varied,
complementary backgrounds, and that directors should,
at a minimum, have expertise that may be useful to
Seaboard. Directors should also possess the highest
personal and professional ethics, and should be willing
and able to devote the required amount of time to
Seaboard's business. In determining whether a director
should be retained and stand for re-election, the Board
also considers that member's performance and
contribution to the Board during his tenure with the
Board. Seaboard's policy is to consider nominees who
are submitted by stockholders on a case-by-case basis.
All nominees, including those submitted by
stockholders, will be evaluated using generally the
same methods and criteria, although those methods and
criteria are not standardized and may vary from time to
time. The Board does not have any policy with respect
to diversity and does not consider diversity in
identifying nominees for Director.
Communication with the Board
The Board of Directors does not provide a process
for stockholders to send communications to the Board
because it believes that the process available under
applicable federal securities laws for stockholders to
submit proposals for consideration at the annual
meeting is adequate.
Compensation of Directors
The following table shows the compensation received
by each member of our Board of Directors (other than
those who are named executive officers in the Summary
Compensation table on page 9) for service on the Board
in 2013.
Director Compensation Table
Fees Earned All Other
or Paid in Cash Compensation Total
_______________ ____________ _______
Douglas W. Baena $70,500 - 0 - $70,500
David A. Adamsen $62,500 - 0 - $62,500
Edward I. Shifman, Jr. $62,500 - 0 - $62,500
Joseph E. Rodrigues $12,500 - 0 - $12,500
__________
8
Each non-employee director received $12,500
quarterly and an additional $2,000 per quarter for
service on the Audit Committee of the Board. The
Chairman of the Audit Committee also received an
additional $2,000 per quarter. Each non-employee
director also receives an additional $1,500 for each in-
person Board or Audit Committee meeting. All director
compensation represents fees paid in cash only.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer, the Chief Financial Officer and the
three other highest paid executive officers of Seaboard
(the "Named Executive Officers") for such period in all
capacities in which they have served:
Summary Compensation Table
Change in
Pension Value
and Non-Qualified
Name Deferred
and Compensation All Other
Principal Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position Year ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 2013 890,000 1,100,000 (41,913) 203,432 2,151,519
President, 2012 880,000 1,200,000 4,168,878 148,317 6,397,195
Chief Executive 2011 865,000 1,200,000 3,008,397 117,271 5,190,668
Officer
Robert L. Steer 2013 700,000 1,000,000 296,502 143,073 2,139,575
Executive Vice 2012 680,000 1,100,000 2,087,213 132,790 4,000,003
Presidend, 2011 660,000 1,100,000 1,574,036 125,564 3,459,600
Chief Financial
Officer
David M. Dannov 2013 432,000 650,000 (38,144) 108,352 1,152,208
President, Seaboard 2012 420,000 850,000 1,483,751 86,623 2,840,374
Overseas Trading 2011 395,000 675,000 1,499,859 103,648 2,673,507
Group
Edward A. Gonzalez 2013 432,000 600,000 (275,024) 88,538 845,514
President, Seaboard 2012 420,000 750,000 1,502,311 78,510 2,750,821
Marine Ltd. 2011 410,000 600,000 678,711 82,005 1,770,716
Terry J. Holton(5) 2013 432,000 900,000 773,696 120,043 2,225,739
President, Seaboard 2012 420,000 900,000 1,186,008 81,217 2,587,225
Foods LLC 2011 304,500 450,000 494,975 58,380 1,307,855
__________
(1) Salary includes amounts deferred at the election
of the Named Executive Officers under Seaboard's 401(k)
Retirement Savings Plan,the Seaboard Corporation Non-
Qualified
9
Deferred Compensation Plan and the Executive
Deferred Compensation Plan, such plans being
described below under "Benefit Plans."
(2) Reflects guaranteed bonus, under Employment
Agreements described below, and discretionary bonus
earned, and includes amounts deferred at the election
of the Named Executive Officers under Seaboard's 401(k)
Retirement Savings Plan, the Seaboard Corporation
Non-Qualified Deferred Compensation Plan and the
Executive Deferred Compensation Plan described below
under "Benefit Plans."
(3) Reflects the actuarial increase (decrease) in the
present value of the Named Executive Officer's benefits
under all retirement plans, for which information is
provided in the Pension Benefits table on page 15,
determined using interest rate and mortality rate
assumptions, consistent with those used in Seaboard's
financial statements. These amounts for 2013 are as
follows: S. Bresky, ($243,887); R. Steer, $99,870;
D. Dannov, ($43,660); E. Gonzalez, ($275,024); and
T. Holton, $732,063. These amounts for 2012 are as
follows: S. Bresky, $4,027,100; R. Steer, $1,949,185;
D. Dannov, $1,479,879; E. Gonzalez, $1,502,311; and
T. Holton, $1,156,385. These amounts for 2011 are the
amounts set forth in the Summary Compensation Table for
2011. The amounts for 2013 and 2012 also reflect the
above-market earnings on contributions under the
Investment Option Plan described below. The amounts
for 2013 are as follows: S. Bresky, $201,974;
R. Steer, $196,632; D. Dannov, $5,516; and T. Holton,
$41,633. The amounts for 2012 are as follows:
S. Bresky, $141,778; R. Steer, $138,028; D. Dannov,
$3,872; and T. Holton, $29,623. For 2011, there were
no above-market or preferential earnings on
contributions under the Investment Option Plan
described below.
(4) Included in All Other Compensation are Seaboard
matching contributions under the Non-Qualified Deferred
Compensation Plan, such plan being described below
under "Benefit Plans." These amounts for 2013 are as
follows: S. Bresky, $56,214; R. Steer, $47,284;
D. Dannov, $30,960; E. Gonzalez, $28,445; and
T. Holton, $32,945.
Also included in All Other Compensation are the
amounts earned for unused paid time off. These
amounts for 2013 are as follows: S. Bresky,
$20,538; R. Steer, $26,924; D. Dannov, $16,615;
E. Gonzalez, $16,615; and T. Holton, $16,615.
Also included in All Other Compensation are
Seaboard's contributions to its 401(k) Retirement
Savings Plan on behalf of the Named Executive
Officers, amounts paid for disability and life
insurance and individual perquisites, including
amounts paid as an automobile allowance, fuel card
usage, personal usage of Seaboard's airplane, a
gross-up for related taxes. Reimbursement for taxes
owed on the above-stated items total as follows for
each of the Named Executive Officers for 2013:
S. Bresky, $51,586; R. Steer, $24,380; D. Dannov,
$21,859; E. Gonzalez, $13,857; and T. Holton,
$25,824.
(5) Mr. Holton was promoted to President of Seaboard Foods
LLC in December 2011, and was not previously an
executive officer of Seaboard.
10
EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS
Seaboard and each Named Executive Officer is a party
to an Employment Agreement with Seaboard, which was
amended and restated in 2012. Each of the Employment
Agreements contains the following principal terms:
S. Bresky's Employment Agreement has a term of one
year, and renews annually for one year terms, unless
terminated by Seaboard. The Employment Agreements for
the other Named Executive Officers have terms of three
years, and renew annually for three year terms through
a date certain, ranging from December 31,
2015 - December 31, 2021, and then renew annually for
one year terms, unless terminated by Seaboard.
The Employment Agreements provide for payment of the
following initial Base Salary and minimum Annual Bonus
for each NEO:
Initial Base Salary Minimum Annual Bonus
___________________________________________
S. Bresky $880,000 $450,000
R. Steer $680,000 $450,000
D. Dannov $420,000 $400,000
E. Gonzalez $420,000 $400,000
T. Holton $420,000 $500,000
Payments Upon Certain Events
The Employment Agreements each continue to provide
for the payment of severance upon the termination of
employment in certain circumstances. Following is a
summary of the amounts which would be paid by Seaboard
to each Named Executive Officer if, on December 31,
2013, his employment was involuntarily terminated
without "Cause," or if he resigned for "Good Reason,"
as those terms are defined in the Employment Agreement
for each Named Executive Officer:
Accrued Bonus Lump Sum
through 12/31/13 Severance Severance
- Payable 30 Payable Over Payable One
Days After One Year in Year After
Termination Date Installments Termination Total
($) ($) ($) ($)
____________________________________________________________
Steven J. Bresky 1,200,000 890,000 1,200,000 3,290,000
Robert L. Steer 1,100,000 700,000 4,700,000 6,500,000
David M. Dannov 850,000 432,000 3,414,000 4,696,000
Edward A. Gonzalez 750,000 432,000 3,114,000 4,296,000
Terry J. Holton 900,000 432,000 3,564,000 4,896,000
11
The Board of Directors has approved for each of the
Named Executive Officers the right to use Seaboard's
airplane for personal use. S. Bresky was allotted
25.8 hours of flight time for personal use for 2013 and
20 hours of flight time for personal use for 2014.
Each of the other Named Executive Officers was allotted
10 hours of flight time for personal use for each of
2013 and 2014. Seaboard also will pay each of the
Named Executive Officers for the incidental fees and
expenses incurred related to the flights, including
ground transportation, and a "tax gross-up" of the
estimated federal and state income taxes each will
incur as a consequence of this benefit.
BENEFIT PLANS
409A Executive Retirement Plan and Cash Balance
Retirement Plan
The Seaboard Corporation 409A Executive Retirement
Plan (the "Executive Retirement Plan") provides
retirement benefits for a select group of the officers
and managers, including the Named Executive Officers,
other than E. Gonzalez. The Executive Retirement Plan
was amended and restated effective January 1, 2013.
The Executive Retirement Plan gives credit for all
years of service with Seaboard, both before and after
becoming a participant. For years of service before
becoming a participant (pre-participation service), the
benefit is equal to 0.65 percent of the final average
remuneration (salary plus bonus) of the participant,
plus 0.50 percent of final average remuneration of the
participant in excess of Social Security Covered
Compensation, all multiplied by the participant's
pre-participation service. For years of service after
becoming a participant (post-participation service),
the benefit is equal to 2.5 percent of the final
average remuneration of the participant, multiplied by
the participant's years of post-participation service.
The amendment to the Executive Retirement Plan
effective January 1, 2013 limits, and in some
circumstances establishes, the final average
remuneration and limits the years of post-participation
service eligible to calculate the benefit. The benefit
amount determined by the formula is reduced by the
following: (i) the amount such participant has accrued
under the Seaboard Corporation Pension Plan (described
below); and (ii) the benefit earned under the Executive
Retirement Plan from 1994 through 1996 that resulted in
cash payments from the plan that were based on the cost
to purchase such benefit. Benefits under the Executive
Retirement Plan are currently unfunded. As of
December 31, 2013, all of the participating Named
Executive Officers were fully vested, as defined in the
Executive Retirement Plan. For the accrued benefit as
of December 31, 2012 (the "Pre-2013 Benefit"), the
ordinary form of payment of the benefit is pursuant to
a "Single Lump Sum Payment," which is equivalent in
value to the benefit described above, payable in
"Single Life Annuity" form. Under certain
circumstances, the Executive Retirement Plan allows for
optional forms of payment of the Pre-2013 Benefit. If
the Pre-2013 Benefit will be paid pursuant to a lump
sum, then payment will be made upon the earlier of:
(i) the seventh month following separation from
service; (ii) any change of control of Seaboard; or
(iii) death or disability. If the Pre-2013 Benefit
will be paid pursuant to an annuity, payment will begin
in the seventh month following the month in which the
participant has a separation from service, or at
age 62, if later; or pursuant to a lump sum, in the
event of the death or disability of the participant, or
any change of control of Seaboard. The portion of the
benefit which accrues after December 31, 2012
("Post-2012 Benefit") will be calculated as a lump sum
on a date specified in the plan, and for the Named
Executive Officers other than R. Steer, this balance
will be increased or decreased based on the return of
certain investments selected by the participant and
paid upon the earlier of: (i) the
12
participant's separation from service; (ii) a change of
control; or (iii) the death or disability of the
participant. For R. Steer and the participants who
are not Named Executive Officers, the Post-2012 Benefit
will be paid as a lump sum on the earlier of: (i) the
date specified in the plan; (ii) the seventh month
following separation of service; (iii) any change of
control of Seaboard; or (iv) death or disability. The
table in the Seaboard Corporation Pension Plan and
Seaboard Defined Benefit Plan section below sets forth
estimates of the present value as of December 31, 2013
of the accumulative benefits that would be payable to
the Named Executive Officers under the Executive
Retirement Plan at the earliest unreduced age (i.e.,
age 62) for pre-participation and post-participation
service (note that S. Bresky, R. Steer and D.
Dannov began participating in this plan on January 1,
1994, and T. Holton began participating in this
plan on January 1, 1997), which estimates are
calculated based on the assumptions described in
Footnote 10 of Seaboard's 2013 financial statements
contained in its Annual Report.
The Seaboard Corporation Cash Balance Executive
Retirement Plan (the "Cash Balance Retirement Plan")
provides retirement benefits for a select group of the
officers of Seaboard's subsidiary, Seaboard
Marine Ltd., including E. Gonzalez. The Cash Balance
Retirement Plan was amended and restated effective
January 1, 2013 and dated December 21, 2012. The Cash
Balance Retirement Plan provides an alternative benefit
in lieu of the Executive Retirement Plan because of a
change in tax law which provided for adverse tax
consequences to the employees of Seaboard Marine Ltd.
The benefit under the Cash Balance Retirement Plan is
structured to approximate the benefit which would have
been payable to the participant had he remained a
participant in the Executive Retirement Plan; provided,
however, pursuant to the Cash Balance Retirement Plan,
each participant must recognize income equal to the
annual increase in the accrued benefit under the plan,
and Seaboard makes a cash distribution under the plan
in an amount equal to the estimated amount of taxes
which will be incurred by the participant based on the
income recognized, which cash distribution is deducted
from the amount of the accrued benefit. In conjunction
with the adoption of the plan, each participant agreed
that the accrued vested benefit under the Executive
Retirement Plan would be paid pursuant to the
provisions of the Cash Balance Retirement Plan. The
accrued benefit under the Cash Balance Retirement Plan
will be determined for each participant as of a date
set forth in the plan, on which date no further years
of service will accrue for purposes of calculating the
benefit. The accrued benefit as of this date will be
increased or decreased based on deemed investments
selected by the participant, and will be paid upon the
earlier of: (i) a separation of service; (ii) a change
in control of Seaboard; or (iii) death or disability.
Payment of all or a portion of the benefit may be
delayed by up to six months in accordance with the then
applicable provisions of the Internal Revenue Code.
The benefit under the Cash Balance Retirement Plan is
currently unfunded. The table in the Seaboard
Corporation Pension and Seaboard Defined Benefit
Pension Plan section below sets forth an estimate of
the present value as of December 31, 2013 of the
accumulative benefit that would be payable to
E. Gonzalez under the Cash Balance Retirement Plan at
the earliest unreduced age (i.e., age 62), not
considering the distributions paid to each such
participant prior to age 62 in an amount equal to the
estimated income taxes required to be paid as a
consequence of the plan for years prior to payment of
the lump sum benefit, which estimate is calculated
based on the same assumptions described in Footnote 10
of Seaboard's financial statements contained in its
Annual Report. Note that E. Gonzalez became a
participant in the Executive Retirement Plan on
January 1, 2005;
13
however, he has been awarded three additional years of
service, such that he is deemed to have joined the
plan effective January 1, 2002. Accordingly, the
table in the Pension Benefits section below reflects
the pre-participation and post-participation service
based on this date. Such service is credited under
the Cash Balance Retirement Plan.
Seaboard Corporation Pension Plan and Seaboard Defined
Benefit Pension Plan
Seaboard provides defined benefits for its domestic
salaried and clerical employees who began employment on
or before December 31, 2013 upon retirement through the
Seaboard Corporation Pension Plan (the "Corporation
Plan") or the Seaboard Defined Benefit Pension Plan
(the "Defined Benefit Plan") (collectively the
"Plans"). Beginning in fiscal 1997, each of the
individuals named in the Summary Compensation Table
participated in the Corporation Plan. Effective
January 1, 2010, the Defined Benefit Plan was
established, receiving assets from and assuming
liabilities of the Corporation Plan. The Named
Executive Officers other than E. Gonzalez participate
in the Corporation Plan, and E. Gonzalez participates
in the Defined Benefit Plan. The benefits under the
Corporation Plan and the Defined Benefit Plan are the
same. Benefits under the Plans generally are based
upon the number of years of service and a percentage of
final average remuneration (salary plus bonus), subject
to limitations under applicable federal law. As of
December 31, 2013, all of the Named Executive Officers
were fully vested, as defined in the Plans. Under the
Plans, the benefit payment for a married participant is
pursuant to a "50 Percent Joint and Survivor Annuity."
This means the participant will receive a monthly
annuity benefit for his/her lifetime, and an eligible
surviving spouse will receive a lifetime annuity equal
to 50 percent of the participant's benefit. The
payment of the benefit for an unmarried participant is
pursuant to a "Single Life Annuity." The Plans allow
for optional forms of payment under certain
circumstances. The normal retirement age under the
Plans is age 65. However, unreduced benefits are
available at age 62 with five years of service. The
Pension Benefits table below shows the present value of
the accumulated benefits that would be payable under
the Plans at the earliest unreduced commencement age
(i.e., age 62).
Each of the Named Executive Officers (other than
T. Holton) is 100 percent vested under a particular
defined benefit ("Benefit") that was frozen at
December 31, 1993 as part of the Plans. A definitive
actuarial determination of the benefit amounts was made
in 1995. The annual amounts payable upon retirement
after attaining age 62 under this Benefit are as
follows: S. Bresky, $32,796; R. Steer, $15,490;
D. Dannov, $8,346; and E. Gonzalez, $2,643. Under the
Plans, the payment of this benefit is pursuant to a
"Ten-Year Certain and Continuous Annuity." This means
the participant would receive a monthly annuity benefit
for his/her lifetime and, if the participant dies while
in the ten-year certain period, the balance of the
ten-year benefit would be paid to his/her designated
beneficiary. If the participant dies while employed by
Seaboard or after retirement, but before the
commencement of benefits, monthly payments would be
made to the participant's beneficiary in the form of a
100 percent joint and survivor benefit. The Plans
allow for optional forms of payment under certain
circumstances.
The following table sets forth the Years of Credited
Service, the Present Value of the Accumulated Benefit
and the Payments during the last fiscal year, pursuant
to the specified Plans for each of the Named Executive
Officers.
14
Pension Benefits
Present Payments
Years of Value of During
Credited Accumulated Last Fiscal
Service Benefit Year
Name Plan Name (#) ($) ($)
_______________________________________________________________________________
Steven J. Bresky Executive Retirement Plan(1) 34
Pre-2013 Benefit 14,833,668 - 0 -
Post-2012 Benefit 1,115,957 - 0 -
Corporation Plan 31 872,043 - 0 -
Robert L. Steer Executive Retirement Plan(1) 29
Pre-2013 Benefit 8,530,708 - 0 -
Post-2012 Benefit 599,315 - 0 -
Corporation Plan 26 478,364 - 0 -
David M. Executive Retirement Plan(1) 26
Dannov Pre-2013 Benefit 4,837,427 - 0 -
Post-2012 Benefit 355,124 - 0 -
Corporation Plan 23 376,709 - 0 -
Edward A. Cash Balance Retirement Plan(1) 24 3,359,441 - 0 -
Gonzalez Defined Benefit Plan 24 323,936 - 0 -
Terry J. Executive Retirement Plan(1) 19
Holton Pre-2013 Benefit 2,692,096 - 0 -
Post-2012 Benefit 901,281 - 0 -
Corporation Plan 19 386,155 - 0 -
_____________
(1) Credited years of post-participation service
(service after becoming a participant) for
S. Bresky, R. Steer and D. Dannov is 20 years, for
E. Gonzalez is 12 years, and for T. Holton is
17 years. The credited years of pre-participation
service (service prior to becoming a participant)
for each of the Named Executive Officers is as
follows: S. Bresky, 14; R. Steer, 9; D. Dannov, 6;
E. Gonzalez, 12; and T. Holton, 2.
Non-Qualified Deferred Compensation Plan
In 2005, Seaboard adopted the Seaboard Corporation
Non-Qualified Deferred Compensation Plan (the "Deferred
Compensation Plan"), which gives a select group of
management or highly-compensated employees the right to
defer salary and bonus to be paid by Seaboard at a
later time, all in accordance with applicable ERISA and
income tax laws and regulations. No income taxes are
payable by the participants on amounts deferred
pursuant to the Deferred Compensation Plan until they
are paid to the participant. The Deferred Compensation
Plan also provides for a Company contribution to be
credited to participants in an amount equal to
Seaboard's 401(k) Retirement Savings Plan matching
percentage, 3 percent for 2013, of each
15
participant's deferral pursuant to the Plan, and of
each participant's annual compensation in excess of the
Tax Code limitation on the amount of compensation that
can be taken into account under Seaboard's 401(k)
Retirement Savings Plan (the "401(k) Match"). The
amount of such limitation for Seaboard was $250,000 in
2013 and $245,000 in 2012 and 2011.
Through 2008, each of the Named Executive Officers
was a participant in the Deferred Compensation Plan.
Effective January 1, 2009, the plan was amended to
provide that E. Gonzalez was no longer allowed to make
deferrals under the Deferred Compensation Plan, and the
401(k) Match was not made pursuant to the Deferred
Compensation Plan for compensation earned after
January 1, 2009; however, amounts deferred prior to
January 1, 2009 remained subject to the plan.
All amounts deferred and all Company contributions
credited are included in the amounts reported in the
Summary Compensation Table above.
Non-Qualified Deferred Compensation Plan
Aggregate
Executive Registrant Aggregate Balance
Contributions Contributions Earnings Aggregate atLast
in Last in Last in Last Withdrawals/ Fiscal
Fiscal Year(1) Fiscal Year(2) Fiscal Year Distributions Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 1,194,148 57,438 1,242,084 - 0 - 9,657,888
Robert L. Steer 854,577 47,651 907,514 - 0 - 6,580,657
David M. Dannov 577,950 39,238 85,688 - 0 - 994,402
Edward A. Gonzalez - 0 - - 0 - 2,957 (196,855) - 0 -
Terry J. Holton 373,525 27,307 68,632 - 0 - 550,366
__________
(1) Represents bonus earned in 2012 and deferred
when paid in 2013. For S. Bresky and R. Steer, the
amount also includes 2013 salary deferral.
(2) Represents the 401(k) Match made by Seaboard
based on 2012 compensation and bonus paid in 2013.
For S. Bresky and R. Steer, amount also includes a
portion of Company match based on 2013 salary
deferral noted in (1).
Seaboard Marine Ltd. 401(k) Excess Plan
Effective January 1, 2009, Seaboard adopted the
Seaboard Marine Ltd. 401(k) Excess Plan (the "401(k)
Excess Plan"), which provides a benefit for certain
employees of Seaboard Marine Ltd., including
E. Gonzalez. Pursuant to the 401(k) Plan, participants
are paid an amount equal to Seaboard's 401(k)
Retirement Savings Plan matching percentage, which for
2013, equaled 3 percent of each participant's annual
compensation in excess of the Tax Code limitation on
the amount of compensation that can be taken into
account under Seaboard's 401(k) Retirement Savings
Plan. The amount of such limitation was $250,000 in
2013 and $245,000 for 2012 and 2011. The benefit
earned by E. Gonzalez pursuant to this Plan in 2011 and
paid to E. Gonzalez in 2012 was $28,000. The benefit
earned by E. Gonzalez pursuant to this Plan in 2012 and
paid to
16
E. Gonzalez in 2013 was $23,723. The benefit earned by
E. Gonzalez pursuant to this Plan for 2013 ($28,445)
will be paid to him in 2014, and is included in the
Summary Compensation Table above.
Investment Option Plan
For the years 2001-2004, Seaboard established the
Investment Option Plan, which allowed executives to
reduce their compensation, and Seaboard to make
contributions, in exchange for an option to acquire
interests measured by reference to three alternative
investments. However, as a result of U.S. tax
legislation passed in October 2004, reductions to
compensation and contributions by Seaboard after 2004
were no longer allowed. The exercise price for each
investment option was established based upon the fair
market value of the underlying investment on the date
of grant.
Investment Option Plan
Net
Aggregate Aggregate
Aggregate Balance Exercise Balance
Earnings Aggregate at Last Price at Last
in Last Withdrawals/ Fiscal for Fiscal
Fiscal Year Distributions Year End Option Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 827,641 - 0 - 5,866,891 783,838 5,083,053
Robert L. Steer 818,998 - 0 - 5,805,625 758,938 5,046,687
David M. Dannov 23,078 - 0 - 163,593 21,629 141,965
Edward A. Gonzalez - 0 - - 0 - - 0 - - 0 - - 0 -
Terry J. Holton 164,544 - 0 - 1,183,938 167,495 1,016,442
Retiree Medical Benefit Plan
The Seaboard Corporation Retiree Medical Benefit
Plan provides family medical insurance to certain
members of management, including each Named Executive
Officer upon his retirement in the event he has
attained age 50, and has completed at least 15 years of
service. This benefit is also furnished in the event
the Named Executive Officer's employment is
involuntarily terminated (other than if the Named
Executive Officer unlawfully converted a material
amount of funds), or in the event of a change of
control of Seaboard.
Following is a summary of the present value cost to
Seaboard of this benefit for each Named Executive
Officer, assuming that this benefit was triggered and
said medical insurance began to be furnished on
December 31, 2013.
17
Present Value of
Retiree Medical Benefit (1)
Name ($)
__________________________________________
Steven J. Bresky 342,774
Robert L. Steer 452,905
David M. Dannov 464,886
Edward A. Gonzalez 502,036
Terry J. Holton 471,550
_________
(1) To calculate the present value of this benefit, the
assumptions for claims costs, health care trend,
aging on claims, mortality and interest rate are
the same as were used to accrue a liability on
Seaboard's balance sheet.
Executive Long-Term Disability Plan
The Seaboard Corporation Executive Long-Term
Disability Plan provides disability pay continuation to
certain members of management, including R. Steer,
D. Dannov, E. Gonzalez and T. Holton upon a long-term
illness or injury that prevents the participant from
being able to perform his duties. Benefits are payable
following a 90 day elimination or waiting period. In
conjunction with the Seaboard Corporation Group
Long-Term Disability Plan, benefits payable are equal
to 70 percent of participant's salary and bonus, up to
$23,000 per month for R. Steer, and up to $18,000 per
month for D. Dannov, E. Gonzalez and T. Holton.
COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Program
The Board of Directors has responsibility for
establishing, implementing and monitoring adherence
with Seaboard's compensation philosophy. The Board
ensures that the total compensation paid to the Named
Executive Officers is fair, reasonable and competitive.
Compensation Philosophy and Objectives
Seaboard maintains the philosophy that determination
of compensation for its executive officers by the Board
of Directors is primarily based upon recognition that
these officers are responsible for implementing
Seaboard's long-term strategic objectives. The Board
subjectively evaluates both performance and
compensation to ensure that Seaboard maintains its
ability to attract and retain superior employees in key
positions, and that compensation provided to key
employees remains competitive relative to compensation
paid to similarly situated executives of our peer
companies. Seaboard does not maintain any equity
compensation plans, such as stock grants or stock
options, unlike most of Seaboard's peer companies.
It is the Board's philosophy that the compensation
of its Named Executive Officers should not be subject
to dramatic increases or decreases based on short-term
operating performance. For example, in years when
Seaboard has higher than historical average operating
results, bonuses of the Named Executive Officers are
generally higher, but not reflective of the potential
18
compensation that would have been paid to the executive
through equity compensation if Seaboard maintained any
equity compensation plans. Likewise, bonuses for
executives generally do not decline significantly in a
year when Seaboard has lower than historical average
operating results.
At the 2011 Annual Meeting of Stockholders, the
Company provided stockholders the opportunity to cast
an advisory vote on executive compensation and on the
frequency of holding future advisory votes on executive
compensation. The stockholders voted to approve, on an
advisory basis, the compensation of the Company's
executive officers, as described in the Compensation
Discussion and Analysis section, the tabular disclosure
regarding such compensation and the accompanying
narrative disclosure set forth in the Company's 2011
annual meeting proxy statement. The Board viewed the
vote as a strong expression of the stockholders'
general satisfaction with the Company's current
executive compensation programs. Consistent with the
stockholders' preference expressed in voting at the
2011 Annual Meeting of Stockholders, the Company's
Board of Directors determined that an advisory vote on
the compensation of the Company's executive officers
will be conducted every three years. The next such
stockholder advisory vote will thus take place at the
2014 Annual Meeting of Stockholders.
Setting Executive Compensation
Based on the foregoing objectives, the Board of
Directors establishes compensation based upon a
subjective review of Company performance and individual
performance.
A significant factor in determining total
compensation is that Seaboard does not provide any
long-term incentive compensation, such as stock grants
or stock options.
2013 Executive Compensation Components
For the fiscal year ended December 31, 2013, the
principal components of compensation for the Named
Executive Officers were:
- Base salary;
- Bonus;
- Retirement and other benefits; and
- Perquisites and other personal benefits.
Salaries and Bonuses. To establish the base
salaries and bonuses for the Named Executive Officers,
the Board of Directors makes a subjective
determination, primarily considering:
- Individual review of the executive's compensation,
both individually and relative to other officers;
- Individual performance of the executive; and
- Seaboard's operating results.
19
The 2013 salaries for the Named Executive Officers were
established based on the estimated increase in the cost
of living. The 2013 bonuses of the Named Executive
Officers are reflective of the operating results of
Seaboard and/or the area of Seaboard's business for
which the Named Executive Officer is responsible,
although no specific targets are utilized, and a
subjective evaluation of the market data. The amount
of bonuses is more dependent upon Seaboard's operating
results than base salaries. The Employment Agreements
for the Named Executive Officers require minimum annual
bonus payments.
Retirement and Other Benefits. Each of the Named
Executive Officers is a participant in the Executive
Retirement Plan or the Cash Balance Retirement Plan.
The benefit under these plans is generally equal to
2.5 percent of the final average remuneration (salary
plus bonus) of the participant, multiplied by the
participant's years of service in the plan after
January 1, 1997, subject to a limitation in the number
of years of service and final average remuneration.
The exact amount of the benefits, the offsets thereto
and the benefit for years of service prior to
January 1, 1997 are set forth in more detail on page 15
of this Proxy statement.
Seaboard also maintains a tax-qualified retirement
savings plan, to which all U.S.-based employees,
including the Named Executive Officers, are able to
contribute their annual compensation, up to the limit
prescribed by the Internal Revenue Service. For 2013,
Seaboard matched 50 percent of the first 6 percent of
compensation contributed to the plan. All matching
contributions vest fully after completing 5 years of
service.
The Named Executive Officers, in addition to certain
other executives, are entitled to participate in the
Non-Qualified Deferred Compensation Plan, which gives
participants (other than E. Gonzalez) the right to
defer salary and bonus to be paid by Seaboard at a
later time, all in accordance with applicable ERISA and
income tax laws and regulations.
Seaboard also maintains for each of the Named
Executive Officers and certain other executives the
Seaboard Corporation Retiree Medical Benefit Plan,
which provides family medical insurance to each
participant upon his retirement: (i) in the event he
has attained age 50, and has at least 15 years of
service; or (ii) in the event the participant's
employment is involuntarily terminated (other than if
the participant unlawfully converted a material amount
of funds); or (iii) in the event of a change of control
of Seaboard.
The Board believes that Seaboard's retirement and
other benefits are consistent with the philosophy of
Seaboard to provide security and stability of
employment to the Named Executive Officers as a
mechanism to attract and retain these employees.
Perquisites and Other Personal Benefits. Seaboard
provides the Named Executive Officers with perquisites
and other benefits that the Board believes are
reasonable and consistent with its overall compensation
program to better enable Seaboard to attract and retain
superior employees for key positions. These include an
automobile allowance, fuel card usage, life insurance,
disability insurance, personal use of Seaboard's
airplane up to a specified number of hours, and paid
time off and pay for unused paid time off.
20
Tax Implications
Pursuant to Section 162(m) of the Internal Revenue
Code, compensation in excess of $1 million paid by
Seaboard to certain of the Named Executive Officers is
not deductible by Seaboard, subject to certain
exceptions. The Board of Directors has considered the
effect of Section 162(m) of the Code on Seaboard's
executive compensation. The Named Executive Officers
to whom the 162(m) limitation applies deferred,
pursuant to the Non-Qualified Deferred Compensation
Plan, any compensation for 2013 in excess of
$1 million, such that Seaboard will not lose any
deduction for 2013 for compensation paid to these Named
Executive Officers. The compensation in excess of
$1 million paid to certain of the Named Executive
Officers is not subject to Section 162(m) of the Code.
COMPENSATION COMMITTEE REPORT
The entire Board of Directors (in the absence of a
compensation committee) has reviewed and discussed the
Compensation Discussion and Analysis set forth above
with management, and based on this review and
discussions, has determined that the Compensation
Discussion and Analysis be included in Seaboard's
Annual Report on Form 10-K and this proxy statement.
The Board of Directors is responsible for
establishing the compensation for each of the Named
Executive Officers. To assist the Board of Directors
in determining 2013 bonuses and 2014 salaries for these
Named Executive Officers, S. Bresky and R. Steer
discussed the 2013 bonuses and 2014 salaries for each
of these Named Executive Officers, considering
Seaboard's performance and each Named Executive
Officer's performance during 2013. The 2013 bonuses
and 2014 salaries for the Named Executive Officers were
subsequently approved by the Board of Directors by
unanimous consent.
The members of the Board of Directors reviewing and
discussing the Compensation Disclosure and Analysis are
as follows:
Steven J. Bresky David A. Adamsen
Douglas W. Baena Edward I. Shifman, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The Board of Directors does not have a Compensation
Committee. It is the view of the Board of Directors
that Seaboard need not have a Compensation Committee
because Seaboard is controlled by the Seaboard Flour
Entities, and because the full Board of Directors is
able to perform the functions relative to executive
compensation. The full Board of Directors participated
in the consideration of executive and director
compensation. S. Bresky is a member of the Board of
Directors of Seaboard and participates in decisions by
the Board regarding executive compensation, other than
his own compensation.
During 2013, Seaboard paid our director,
J. Rodrigues, $188,032 under the Executive Retirement
Plan, the Seaboard Corporation Pension Plan and an
individual retirement plan. There will be no further
payments to Mr. Rodrigues pursuant to these plans on
account of the death of Mr. Rodrigues during 2013.
21
RELATED PARTY TRANSACTIONS PROCEDURES
Seaboard has no formal policy or procedure that must
be followed prior to any transaction, arrangement or
relationship with a related person, as defined by
SEC regulations (e.g., directors, executive officers,
any 5 percent shareholder, or immediate family member
of any of the foregoing).
Seaboard has a written conflict of interest policy,
which requires directors, officers and employees to
conduct their non-work activities in a manner that does
not conflict with the best interests of Seaboard.
Annually, all officers and salaried employees are
required to complete a form disclosing all known
conflicts of interest. Seaboard's Director of Human
Resources and Seaboard's General Counsel review and
approve any disclosed conflicts of interest. In the
event any of the executive officers disclosed any
conflict of interest, Seaboard's General Counsel would
discuss the conflict with Seaboard's Executive Vice
President, Chief Financial Officer and/or Seaboard's
President and Chief Executive Officer. In the event
the conflict involved Seaboard's President and Chief
Executive Officer and was otherwise material, the
conflict would be reviewed and approved by Seaboard's
Board of Directors.
In addition to the procedures to review conflicts of
interest, annually, Seaboard requires each director,
nominee for a director and officer of Seaboard to
complete a questionnaire which requires disclosure of
any transaction or loan exceeding $120,000 between
Seaboard and such person or any member of such person's
immediate family. Any such matters which were
disclosed would be reviewed by Seaboard's General
Counsel and discussed with Seaboard's President and
Chief Executive Officer and/or Executive Vice
President, Chief Financial Officer and/or Seaboard's
Board of Directors, depending on the materiality of the
matter. During 2013, there were no such related party
transactions in excess of $120,000.
The standards applied pursuant to the
above-described procedures are to provide comfort that
any conflict of interest or related party transaction
is on an arms-length basis which is fair to Seaboard.
This is principally accomplished by ensuring that the
Seaboard person entering into or approving the
transaction on behalf of Seaboard is independent of the
person with the conflict of interest or engaging in the
related party transaction with Seaboard.
ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing stockholders the opportunity to
cast an advisory vote on executive compensation, as
required by Section 14A of the Securities Exchange Act
of 1934 ("Exchange Act"). Section 14A was added to the
Exchange Act by Section 951 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act ("Dodd-Frank
Act").
The advisory vote on executive compensation is a
non-binding vote on the compensation of Seaboard's
Named Executive Officers disclosed in this proxy
statement, as required by Section 14A of the Exchange
Act, including the disclosure in the Compensation
Discussion and Analysis section, the tabular disclosure
regarding such compensation and the accompanying
narrative disclosure set forth in this proxy statement.
The Dodd-Frank Act requires us to hold the advisory
vote on executive compensation at least once every
three years.
22
Stockholders are being asked to vote on the
following resolution:
RESOLVED, that the stockholders of Seaboard
Corporation approve, on an advisory basis, the
compensation of Seaboard's Named Executive
Officers, as disclosed in Seaboard's proxy
statement for the 2014 Annual Meeting of
Stockholders, including the disclosure in the
Compensation Discussion and Analysis section,
the tabular disclosure regarding such
compensation and the accompanying narrative
disclosure set forth in such proxy statement.
This advisory vote on executive compensation is not
binding on Seaboard's Board of Directors. However, the
Board of Directors will take into account the result of
the vote when determining future executive compensation
arrangements.
Adoption of this resolution will require the
affirmative vote of the majority of the shares of
common stock represented in person or by proxy at the
meeting. The Board of Directors recommends a vote FOR
adoption of the resolution approving the compensation
of Seaboard's Named Executive Officers, as disclosed in
this proxy statement, including the disclosure in the
Compensation Discussion and Analysis section, the
tabular disclosure regarding such compensation and the
accompanying narrative disclosure. Properly dated and
signed proxies will be so voted unless stockholders
specify otherwise.
ITEM 3: SELECTION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has
selected the independent registered public accounting
firm of KPMG LLP as Seaboard's independent auditors to
audit the books, records and accounts of Seaboard for
the year ending December 31, 2014. Stockholders will
have an opportunity to vote at the annual meeting on
whether to ratify the Audit Committee's decision in
this regard. Seaboard has been advised by KPMG LLP
that neither it nor any member or associate has any
relationship with Seaboard or with any of its
affiliates other than as independent accountants and
auditors.
Submission of the selection of the independent
auditors to the stockholders for ratification will not
limit the authority of the Audit Committee to appoint
another independent certified public accounting firm to
serve as independent auditors if the present auditors
resign or their engagement otherwise is terminated.
Submission to the stockholders of the selection of
independent auditors is not required by Seaboard's
bylaws.
A representative of KPMG LLP will not be present at
the annual meeting, and thus, will not have an
opportunity to make a statement or respond to
questions.
23
The Board of Directors recommends that you vote for
approval of the selection of KPMG LLP.
Independent Auditors' Fees
The following table presents fees for professional
audit services rendered by KPMG LLP for the audit of
Seaboard's annual financial statements for 2013 and
2012, and fees billed for other services rendered by
KPMG LLP during such years.
Type of Fee 2013 2012
_______________________________________________
Audit Fees(1) $2,008,664 $1,752,264
Audit-Related Fees(2) 2,565 7,448
Tax Fees(3) 217,739 268,813
All Other Fees(4) - 0 - 2,248
__________
(1) Audit Fees, including those for statutory
audits, include the aggregate fees paid by us during
2013 and 2012 for professional services rendered by
KPMG LLP for the audit of our annual financial
statements and internal controls over financial
reporting, and the review of financial statements
included in our quarterly reports on Form 10-Q.
(2) Audit-Related Fees include the aggregate fees
paid by us during 2013 and 2012 for assurance and
related services by KPMG LLP that are reasonably
related to the performance of the audit or review of
our financial statements and not included in Audit
Fees.
(3) Tax Fees include the aggregate fees paid by us
during 2013 and 2012 for professional services
rendered by KPMG LLP for tax compliance, tax advice
and tax planning, including tax audit support and
transfer pricing studies.
(4) All Other Fees represent miscellaneous services
performed in certain foreign countries.
Pre-Approval of Audit and Permissible Non-Audit
Services
The Audit Committee has established a policy to
pre-approve all audit and permissible non-audit
services. Prior to the engagement of the independent
auditor, the Audit Committee pre-approves the services
by category of service. Fees are estimated and the
Audit Committee requires the independent auditor and
management to report actual fees, as compared to
budgeted fees by category of service. The Audit
Committee has delegated pre-approval authority to the
Audit Committee Chairman for engagements of less than
$25,000. For informational purposes only, any
pre-approval decisions made by the Audit Committee
Chairman are reported at the Audit Committee's next
scheduled meeting. The percentage of audit-related
fees, tax fees and all other fees that were approved by
the Audit Committee for fiscal 2013 was 100 percent of
the total fees incurred.
24
Audit Committee Report to Stockholders
The Audit Committee of Seaboard is comprised of
three directors who are "independent," as defined by
the NYSE MKT listing standards, and operates under a
written charter. The Audit Committee Charter is
available on Seaboard's website at
www.seaboardcorp.com.
The Audit Committee has reviewed the audited
financial statements for fiscal year 2013 and discussed
them with management and with the independent auditors,
KPMG LLP. The Audit Committee also discussed with
KPMG LLP the matters required to be discussed by the
applicable Public Company Accounting Oversight Board
standards.
The Audit Committee has received the written
disclosures and the letter from the independent
auditors required by applicable requirements of the
Public Company Accounting Oversight Board regarding the
independent auditor's communications with the Audit
Committee concerning independence, and has discussed
with the independent auditors their independence. The
Audit Committee has concluded that the independent
auditors currently meet applicable independence
standards.
The Audit Committee has reviewed the independent
auditors' fees for audit and non-audit services for
fiscal year 2013. The Audit Committee considered
whether such non-audit services are compatible with
maintaining independent auditor independence and has
concluded that they are compatible at this time.
Based on its review of the audited financial
statements and the other materials referred to above
and the various discussions referred to above, the
Audit Committee recommended to the Board of Directors
that the audited financial statements be included in
Seaboard's Annual Report on Form 10-K for the year
ended December 31, 2013.
The foregoing has been furnished by the Audit
Committee:
Douglas W. Baena (Chair) David A. Adamsen
Edward I. Shifman, Jr.
ITEM 4: STOCKHOLDER PROPOSAL REQUESTING SEABOARD TO
REPORT ITS CHARITABLE, POLITICAL AND LOBBYING
CONTRIBUTIONS
Stockholder Proposal
The Humane Society of the United States, 2100 L
Street, NW, Washington, DC 20037, which owns at least
$2,000 in market value of our Company's common stock,
proposes the adoption of the following resolution, and
has furnished the following statement in support of its
proposal:
RESOLVED: That the shareholders request
that the Company provide a report - updated
semi-annually, omitting proprietary
information, and produced at reasonable cost
- disclosing the Company's:
1. monetary and non-monetary contributions
and expenditures made to non-profit
organizations operating under Section 501(c)
(3) or 501(c)(4) of the Internal Revenue
Code, and any other public or private
charitable organizations;
25
2. monetary and non-monetary political
contributions and expenditures not deductible
under Section 162(e)(1)(B) of the Internal
Revenue Code, including but not limited to
contributions or expenditures on behalf of
political candidates, parties, committees or
other political entities organized and
operating under 26 USC Sec. 527 of the
Internal Revenue Code; and
3. any portion of any dues or similar
payments made to any tax exempt organization
that is used for expenditure or contribution
that, if made directly by the Company, would
not be deductible under Section 162(e)(1)(B)
of the Internal Revenue Code.
The report may be posted on the Company's website to
reduce costs to shareholders and should be itemized so
as to include the identity of each recipient as well as
the amount paid to each recipient of the Company's
funds that are used for political or charitable
contributions or expenditures, as described above.
Supporting Statement:
Shareholders are entitled to know how their company
is spending its funds for political or charitable
purposes, and current disclosure is wholly insufficient
to allow the Company's Board and its shareholders to
fully evaluate the charitable and political use of
corporate assets.
Company executives exercise wide discretion over the
use of corporate assets for political and charitable
purposes. Absent a system of accountability for
political and charitable contributions, Company
executives may use Company's assets for objectives that
are not shared by and may be unfavorable to the
interests of the Company and its shareholders,
potentially harming long-term shareholder value.
Principles of transparency and accountability should
apply to Company political and charitable
contributions. Such disclosure is consistent with
transparent governance practices of publicly-owned
companies.
If you AGREE with this critical governance reform,
please vote FOR this resolution.
Seaboard Position:
Your Board of Directors recommends a vote AGAINST
the adoption of this stockholder proposal.
26
OTHER MATTERS
The notice of meeting provides for the election of
directors, the approval of the compensation of
Seaboard's Named Executive Officers, the selection of
independent auditors, the stockholder proposal
described in Item 4 above, and for the transaction of
such other business, as may properly come before the
meeting. As of the date of this proxy statement, the
Board of Directors does not intend to present to the
meeting any other business, and it has not been
informed of any business intended to be presented by
others. However, if any other matters properly come
before the meeting, the persons named in the enclosed
proxy will take action and vote proxies, in accordance
with their judgment of such matters.
Action may be taken on the business to be transacted
at the meeting on the date specified in the notice of
meeting or on any date or dates to which such meeting
may be adjourned.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the copies of reports
furnished to Seaboard and written representations that
no other reports were required, Seaboard believes that
during fiscal 2013, all reports of ownership required
under Section 16(a) of the Securities Exchange Act of
1934 for directors and executive officers of Seaboard
and beneficial owners of more than 10 percent of
Seaboard's common stock have been timely filed.
STOCKHOLDER PROPOSALS
It is anticipated that the 2015 annual meeting of
stockholders will be held on April 27, 2015. Any
stockholder who intends to present a proposal at the
2015 annual meeting must deliver the proposal to
Seaboard at 9000 West 67th Street, Shawnee Mission,
Kansas 66202, Attention: David M. Becker by the
applicable deadline below:
- If the stockholder proposal is intended for
inclusion in Seaboard's proxy materials for
that meeting, Seaboard must receive the
proposal no later than November 11, 2014. Such
proposal must also comply with the other
requirements of the proxy solicitation rules of
the Securities and Exchange Commission.
- If the stockholder proposal is to be presented
without inclusion in Seaboard's proxy materials
for that meeting, Seaboard must receive the
proposal no later than January 28, 2015.
Proxies solicited in connection with the 2015 annual
meeting of stockholders will confer on the appointed
proxies discretionary voting authority to vote on
stockholder proposals that are not presented for
inclusion in the proxy materials, unless the proposing
stockholder notifies Seaboard by January 25, 2015 that
such proposal will be made at the meeting.
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2013, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2012, are
contained in the Annual Report which is mailed to
27
stockholders with this proxy statement. The Annual
Report is not to be regarded as proxy solicitation
material.
ADDITIONAL INFORMATION
Any stockholder desiring additional information
about Seaboard and its operations may, upon written
request, obtain a copy of Seaboard's Annual Report to
the Securities and Exchange Commission on Form 10-K
without charge. Requests should be directed to
Shareholder Relations, Seaboard Corporation, 9000 West
67th Street, Shawnee Mission, Kansas 66202. Seaboard's
Annual Report to the Securities and Exchange Commission
on Form 10-K is also available on Seaboard's Internet
website at www.seaboardcorp.com.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission has adopted
rules that permit companies and intermediaries
(including brokers) to satisfy the delivery
requirements for proxy statements, annual reports and
notices of internet availability of proxy materials
with respect to two or more stockholders sharing the
same address by delivering a single package of these
materials addressed to those stockholders. This
process, which is commonly referred to as
"householding," potentially means extra convenience for
stockholders and cost savings for companies.
We have adopted a "householding" procedure that you
may wish to follow. If you are receiving multiple sets
of proxy materials and wish to have your accounts
householded, call Shareholder Relations at
(913) 676-8800 or send written instructions to
Shareholder Relations, Seaboard Corporation, 9000 West
67th Street, Shawnee Mission, Kansas 66202. If you no
longer wish to participate in householding (and instead
wish that each stockholder sharing the same address
with you receives a complete set of proxy materials),
you must provide written notification to Shareholder
Relations to withhold your consent for householding.
We will act in accordance with your wishes within
30 days after receiving such notification.
Many brokerage firms participate in householding as
well. If you have a householding request for your
brokerage account, please contact your broker.
28
Shareowner Services
SEABOARD P.O. Box 64945
CORPORATION St. Paul, MN 55164-0945
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes
the named proxies to vote your shares
in the same manner as if you marked,
signed and returned your proxy card.
- INTERNET/MOBILE -
www.proxypush.com/seb
Use the Internet to vote your
proxy until 11:59 p.m. (CT) on
April 27, 2014.
- PHONE - 1-866-883-3382
Use a touch-tone telephone to
vote your proxy until 11:59
p.m. (CT) on April 27, 2014.
- MAIL - Mark, sign and date your
proxy card and return it in the
postage-paid envelope provided.
If you vote your proxy by Internet
or by Telephone, you do NOT need to
mail back your Proxy Card.
The Board of Directors recommends a vote FOR all the nominees listed, FOR
Items 2 and 3 and AGAINST Item 4.
1. Election of Directors:
FOR WITHHOLD FOR WITHHOLD
01 Steven J. Bresky [ ] [ ] 03 Douglas W. Baena [ ] [ ]
02 David A. Adamsen [ ] [ ] 04 Edward I. Shifman Jr. [ ] [ ]
2. Proposal to approve the advisory
(non-binding) resolution relating to
executive compensation. [ ] For [ ] Against [ ] Abstain
3. Ratify the appointment of KPMG LLP
as independent auditors of the Company. [ ] For [ ] Against [ ] Abstain
4. Stockholder proposal requesting
the Company to report its charitable,
political and lobbying contributions. [ ] For [ ] Against [ ] Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.
Address Change? Mark box, sign, and indicate changes below: [ ]
Date__________________________
Signature(s) in Box
Please sign exactly as your
name(s) appears on the Proxy.
If held in joint tenancy, all
persons should sign. Trustees,
adminis-trators, etc., should
include title and authority.
Corporations should provide
full name of corporation and
title of authorized officer
signing the Proxy.
SEABOARD CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Monday, April 28, 2014
SEABOARD CORPORATION PROXY
_______________________________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 2014
The undersigned hereby appoints Steven J. Bresky and Robert L. Steer and each
of them, proxies with full power of substitution, to vote as designated below,
on behalf of the undersigned all shares of Stock which the undersigned may be
entitled to vote at the Annual meeting of Stockholders of Seaboard Corporation
(the "Company") on April 28, 2014, and any adjournments thereof, with all power
that the undersigned would possess if personally present. In their discretion,
the proxies are hereby authorized to vote upon such other business as may
properly come before the meeting and any adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE ELECTION OF ALL OF THE DIRECTORS, "FOR" ITEMS 2 and 3 and
"AGAINST" ITEM 4.
See reverse for voting instructions