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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Filed by a Party other than the Registrant[ ]
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[ ]Preliminary Proxy Statement
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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)
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___________________________________________________________________
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applies:___________________________________________________________
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 2012
Notice is hereby given that the 2012 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 23, 2012,
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 five directors to hold office until the
2013 annual meeting of stockholders and until
their respective successors are duly elected and
qualified;
2. 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, 2012;
3. To consider and act upon a stockholder proposal,
if introduced at the meeting, as described in the
accompanying proxy statement; and
4. To transact such other business as properly may
come before the meeting.
The Board of Directors has fixed the close of business
on Monday, February 27, 2012, 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 9, 2012
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 23, 2012
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 23, 2012
March 9, 2012
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 23, 2012,
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 27, 2012 record date are entitled to
notice of, and to vote at, the annual meeting and at
any adjournment thereof. Seaboard had
1,210,597.24 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 9, 2012.
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 605,299 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 2012, and "against" the
stockholder proposal described herein that would
encourage management to create and announce a plan for
phasing out the confinement of breeding pigs in
gestation crates. 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
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matters 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, 2012 (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) 902,511.24 74.6%
c/o Seaboard Flour, LLC
1320 Centre Street, Suite 200
Newton Center, MA 02459
Seaboard Flour, LLC(2) 465,825.69 38.5%
1320 Centre Street, Suite 200
Newton Center, MA 02459
SFC Preferred LLC(2) 428,122.55 35.4%
1320 Centre Street, Suite 200
Newton Center, MA 02459
FMR LLC(3) 61,046 5.0%
82 Devonshire Street
Boston, MA 02109
________________
(1) The shares reported include 2,538 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, 2011, based
on a Schedule 13G filed by FMR LLC with the SEC on
February 14, 2012. FMR LLC reports that, of the
61,046 shares beneficially owned, it has sole voting
power with respect to 13,446 shares and sole
dispositive power with respect to all 61,046 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
13,446 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 13,446 shares and sole
power to vote or to direct the voting of
13,446 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, 2012 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 10 and all of our directors and executive officers
as a group.
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Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
_________________________________________________________________
Steven J. Bresky 902,511.24 (1) 74.6%
David A. Adamsen 20 *
Douglas W. Baena 100 *
Joseph E. Rodrigues 200 *
Edward I. Shifman, Jr. 5 *
Robert L. Steer - 0 - *
Rodney K. Brenneman - 0 - *
David M. Dannov 10 *
Edward A. Gonzalez - 0 - *
Terry J. Holton - 0 - *
All directors and executive 903,006.24 74.7%
officers as a group (20 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
Our Board of Directors has fixed the number of
directors at five, and has nominated the persons set
forth below for election at the annual meeting. Unless
otherwise specified, proxies will be voted in favor of
the election as directors of the following five 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 58 Director, Seaboard Corporation; President 2005
and 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 60 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);
Vice President - Wholesale & Manufacturing
(2005-2008), The Penn Traffic Co. (retail
and 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 69 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.
Joseph E. Rodrigues 75 Director, Seaboard Corporation. 1990
Mr. Rodrigues is a retired former
Executive Vice President and Treasurer of
Seaboard Corporation, who worked for more
than 20 years in various operational and
executive positions for Seaboard prior to
retiring in 2001. Mr. Rodrigues had
responsibilities with Seaboard relating to
most of its businesses, making him valuable
as a director.
Edward I. Shifman, Jr. 68 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.
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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 five persons listed
above.
BOARD OF DIRECTORS INFORMATION
Meetings of the Board
The Board of Directors held four meetings in fiscal
2011, one of which was a telephonic meeting. Other
actions of the Board of Directors were taken by
unanimous written consent, as 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, except Mr. Bresky, attended the 2011 annual
meeting.
Controlled Corporation
Seaboard is a "controlled corporation," as defined
in the rules of the NYSE Amex Equities, 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 Amex
Equities listing standards are Joseph E. Rodrigues,
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
74.6 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
7
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 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 Amex Equities. The Audit
Committee held five meetings in fiscal 2011, three 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.
8
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 10) for service on the Board
in 2011.
Director Compensation Table
Fees Earned All Other
or Paid in Cash Compensation(1) Total
Douglas W. Baena $68,500 $40,000 $108,500
David A. Adamsen $61,500 - 0 - $ 61,500
Edward I. Shifman, Jr. $61,500 - 0 - $ 61,500
Joseph E. Rodrigues $50,500 $40,736 $ 91,236
______________
(1) All Other Compensation for D. Baena was for
consulting services related to Seaboard's executive
compensation agreements and plans. All Other
Compensation for J. Rodrigues was the cost of
providing private airplane transportation on
account of a family medical emergency, and a tax
gross-up in the amount of $19,676 to reimburse him
for the taxes incurred on account of this benefit.
Beginning with the second quarter, 2011, each
non-employee director received $12,500 quarterly
($10,000 for the first quarter) 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, beginning
with the second quarter ($1,000 for the first quarter).
Each non-employee director also receives an additional
$1,500 for each in-person Board or Audit Committee
meeting. All director compensation represents fees
paid in cash only.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer, the Chief Financial Officer, the
three other highest paid executive officers of Seaboard
and one former executive officer of Seaboard (the
"Named Executive Officers") for such period in all
capacities in which they have served:
9
Summary Compensation Table
Change in
Pension Value
And Non-Qualified
Name Deferred
and Compensation All Other
Principal Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position Year ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 2011 865,000 1,200,000 3,008,397 117,271 5,190,668
President 2010 845,000 1,200,000 2,954,501 118,805 5,118,306
Chief Executive 2009 858,985 850,000 958,291 117,584 2,784,860
Officer
Robert L. Steer 2011 660,000 1,100,000 1,574,036 125,564 3,459,600
Executive Vice 2010 645,000 1,100,000 1,578,361 119,293 3,442,654
President, 2009 655,631 800,000 1,138,546 134,101 2,728,278
Chief Financial
Officer
David M. Dannov 2011 395,000 675,000 1,499,859 103,648 2,673,507
President, Seaboard 2010 360,000 850,000 960,785 78,558 2,249,343
Overseas Trading 2009 349,592 700,000 599,093 84,336 1,733,021
Group
Edward A. Gonzalez 2011 410,000 600,000 678,711 82,005 1,770,716
President, Seaboard 2010 397,000 750,000 631,820 107,384 1,886,204
Marine Ltd. 2009 403,531 600,000 393,250 106,592 1,503,373
Terry J. Holton(5) 2011 304,500 450,000 494,975 58,380 1,307,855
President, Seaboard
Foods LLC
Rodney K. Brenneman 2011 614,611 850,000 2,101,995 160,210 3,726,816
President, Butterball 2010 507,000 1,000,000 1,040,362 110,785 2,658,147
Former President, 2009 515,592 700,000 630,866 109,224 1,955,682
Seaboard Foods LLC
_____________
(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 Deferred Compensation Plan and the
Executive Deferred Compensation Plan, such plans
being described below under "Benefit Plans." Salary
for R. Brenneman for 2011 includes amounts earned for
services to Seaboard prior to September 1, 2011 and
to Butterball thereafter.
10
(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." The bonus for
R. Brenneman for 2011 is for service to Seaboard.
(3) Reflects the actuarial increase 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 16, determined
using interest rate and mortality rate assumptions,
consistent with those used in Seaboard's financial
statements. These amounts for 2011 are the amounts
set forth in the Summary Compensation Table. These
amounts for 2010 are as follows: S. Bresky,
$2,796,049; R. Steer, $1,424,100; D. Dannov, $956,458;
E. Gonzalez, $631,820; and R. Brenneman, $1,002,889.
These amounts for 2009 are as follows: S. Bresky,
$750,292; R. Steer, $936,048; D. Dannov, $593,413;
E. Gonzalez, $393,250; and R. Brenneman, $572,361.
For 2011, there were no above-market or preferential
earnings on contributions under the Investment
Option Plan described below. The amounts for 2010
and 2009 reflect the above-market earnings on
contributions under the Investment Option Plan
described below. The amounts for 2010 are as
follows: S. Bresky, $158,452; R. Steer, $154,261;
R. Brenneman, $37,473; D. Dannov, $4,327; and
T. Holton, $32,935. The amounts for 2009 are as
follows: S. Bresky, $207,999; R. Steer, $202,498;
R. Brenneman, $58,505; D. Dannov, $5,680; and
T. Holton, $43,298.
(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 2011
are as follows: S. Bresky, $54,649; R. Steer, $46,195;
D. Dannov, $27,000; E. Gonzalez, $28,000; T. Holton,
$11,852; and R. Brenneman, $34,915. For R. Brenneman
for 2011, this amount also includes $4,933 paid by
Butterball to provide him with an effective overall
3 percent 401(k) matching percentage on his
compensation, which he is not being provided by the
Butterball 401(k) on account of the Internal Revenue
Code limitation on the amount of compensation on
which benefits can be provided in 401(k) plans.
Also included in All Other Compensation are the
amounts earned for unused paid time off. These
amounts for 2011 are as follows: S. Bresky, $4,990;
R. Steer, $25,385; D. Dannov, $15,192; E. Gonzalez,
$15,769; T. Holton, $11,712; and R. Brenneman,
$25,691.
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 and in addition for
R. Brenneman, for use of a company car and furnished
11
housing, as paid by Butterball. Reimbursement for
taxes owed on the above-stated items total as
follows for each of the Named Executive Officers for
2011: S. Bresky, $18,798; R. Steer, $15,779;
D. Dannov, $19,646; E. Gonzalez, $10,133; T. Holton,
$8,054; and R. Brenneman, $31,628.
(5) Mr. Holton was promoted to President of Seaboard
Foods LLC in December 2011, and was not previously an
executive officer of Seaboard.
EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS
Seaboard and each of the Named Executive Officers
(other than T. Holton and R. Brenneman) are parties to
an Employment Agreement with Seaboard. R. Brenneman's
employment with Seaboard pursuant to his Employment
Agreement terminated August 31, 2011.
Each of the Employment Agreements contains the
following principal terms: (i) a term of five years,
commencing July 1, 2009 and terminating June 30, 2014;
(ii) payment of a minimum base salary in the amounts of
$440,000 for S. Bresky and R. Steer; and $225,000 for
D. Dannov and E. Gonzalez; (iii) payment of an annual
minimum bonus in the amounts of $450,000 for S. Bresky
and R. Steer; and $250,000 for D. Dannov and
E. Gonzalez; (iv) upon the death or termination of the
employee's employment by Seaboard due to disability or
for "Cause" (as defined) or by the employee without
"Good Reason" (as defined), payment to the employee of
his accrued salary and pro-rata bonus (based on the
amount paid for the previous year) through the date of
termination (collectively, "Accrued Compensation"),
payable within 30 days of termination; (v) upon an
involuntary termination of the employee's employment
without "Cause," or a resignation by the employee for
"Good Reason," payment to the employee of his Accrued
Compensation and a severance ("Severance") equal to his
then salary and most recent bonus for the balance of
the term of the Employment Agreement, but not for less
than one year with respect to salary, with the
Severance based on the employee's salary paid in
installments at the regular payroll payment dates for
one year, with the balance of the Severance based on
salary and the Severance based on the employee's bonus
paid pursuant to a lump sum at the one year anniversary
date of the termination; (vi) confidentiality,
non-competition and non-solicitation provisions which
apply during the employee's employment and for a period
of one year after the termination of such employment,
or two years, if the employee voluntarily resigns for
any reason other than for "Good Reason"; (vii) in the
event the employee breaches any of the confidentiality,
non-competition or non-solicitation provisions,
Seaboard will not pay the Severance, and the employee
must return all Severance already received; (viii) upon
an involuntary termination of the employee's employment
without "Cause," or a resignation by the employee for
"Good Reason," Seaboard must provide outplacement
services for up to 90 days, with an estimated cost to
Seaboard of $35,000 if the termination occurred
December 31, 2011; and (ix) under Seaboard's 409A
Executive Retirement Plan (Cash Balance Plan in the
case of E. Gonzalez), years of service credit accrues
for the term of the severance period, and the final
average earnings calculation under this plan is
determined considering the base salary and bonus paid
during the severance period.
12
Following is a summary of the amounts which would be
paid by Seaboard to each Named Executive Officer (other
than T. Holton and R. Brenneman) if, on December 31,
2011, his employment was involuntarily terminated
without "Cause," or if he resigned for "Good Reason":
Present Value
of Executive
Accrued Bonus Lump Sum Retirement
through 12/31/11 Severance Severance Plan Benefit/
-Payable 30 Payable Over Payable One CashBalance
Days After One Year in Year After Retirement
Termination Date Installments Termination Plan Benefit(1) Total
($) ($) ($) ($) ($)
Steven J. Bresky 1,200,000 865,000 4,297,500 2,225,966 8,588,466
Robert L. Steer 1,100,000 660,000 3,740,000 1,390,211 6,890,211
David M. Dannov 850,000 395,000 2,717,500 812,737 4,775,237
Edward A. Gonzalez 750,000 410,000 2,490,000 453,424 4,103,424
________________
(1) Pursuant to the Employment Agreement for each
Named Executive Officer (other than T. Holton and
R. Brenneman), years of service credit accrues for
the term of the severance period, and the final
average earnings calculation is determined using
the base salary and bonus paid during the
severance period. These amounts do not include
amounts payable pursuant to the 409A Executive
Retirement Plan and Cash Balance Retirement Plan
and the Seaboard Corporation Pension Plan described
below.
The Board of Directors has approved for each of the
Named Executive Officers (other than R. Brenneman) the
right to use Seaboard's airplane for personal use.
S. Bresky has been allotted 15 hours of flight time for
personal use. Each of the other Named Executive
Officers (other than R. Brenneman) has been allotted
10 hours of flight time for personal use. Seaboard
also will pay each of the Named Executive Officers
(other than R. Brenneman) 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 and R. Brenneman. R. Brenneman
ceased accruing a benefit under the Executive
Retirement Plan effective August 31, 2011. The
Executive Retirement Plan was amended effective
November 2004 to give 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
13
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. This amount is reduced by
the following: (i) the amount such participant has
accrued under the Seaboard Corporation Pension Plan
(described below); (ii) the amount, if any, of frozen
benefits earned under the Executive Retirement Plan
prior to December 31, 1996, pursuant to the Frozen
Executive Benefit Plan described below; and (iii) 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, 2011,
all of the participating Named Executive Officers were
fully vested, as defined in the Executive Retirement
Plan. 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. If the 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. If the benefit will be
paid pursuant to an annuity, payment will begin the
earlier of: (i) the seventh month following normal
retirement at age 62 or older; (ii) death; (iii) if
the recipient of the annuity is age 55 or over, the
seventh month following separation of service; or (iv)
any change of control of Seaboard. The table in the
Pension Benefits section below shows the present
value of the accumulative benefit that would be
payable under the Executive Retirement Plan at the
earliest unreduced age (i.e., age 62) for pre-
participation and post-participation service (note
that each Named Executive participating in this plan
began participation on January 1, 1994).
Effective January 1, 2009, Seaboard adopted the
Seaboard Corporation Cash Balance Executive Retirement
Plan (the "Cash Balance Retirement Plan") which
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 adopted to provide 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 form of payment of the
benefit is pursuant to a lump sum payment made upon the
earlier of: (i) a separation of service; (ii) a change
in control of Seaboard; or (iii) death. 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
14
table in the Pension Benefits section below shows the
present value of the accumulative benefit that would
be payable 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. Note that E. Gonzalez became a
participant in the Executive Retirement Plan on
January 1, 2005. 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.
The compensation for purposes of determining the
pension benefits consists of salary and bonus. None of
the benefits payable contain an offset for social
security benefits.
Seaboard Corporation Pension Plan and Seaboard Defined
Benefit Pension Plan
Seaboard provides defined benefits for its domestic
salaried and clerical employees 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 and
R. Brenneman participate in the Corporation Plan, and
E. Gonzalez participates in the Defined Benefit Plan.
R. Brenneman ceased participating in the Corporation
Plan August 31, 2011. 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, 2011, 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).
The compensation, for purposes of determining the
pension benefits, consists of salary and bonus. None
of the benefits payable contain an offset for social
security benefits.
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;
R. Brenneman, $6,540; D. Dannov, $8,346; and
E. Gonzalez, $2,643. Under the Plan, the payment of
this benefit is pursuant to a "Ten-Year Certain and
Continuous Annuity." This means the participant would
receive a monthly annuity
15
benefit for his/her lifetime and, if the participant
dies while in the ten-year certain period, the
balance of the ten-year benefit would be paid to
his/her designated beneficiary. If the participant dies
while employed by Seaboard or after retirement, but
before the commencement of benefits, monthly payments
would be made to the participant's beneficiary in the
form of a 100 percent joint and survivor benefit. The
Plans allow for optional forms of payment under certain
circumstances.
The following table sets forth the Years of Credited
Service, the Present Value of the Accumulated Benefit
and the Payments during the last fiscal year, pursuant
to the Plans for each of the Named Executive Officers.
Pension Benefits
Present Payments
Years of Value of During
Credited Accumulated Last Fiscal
Service Benefit Year
Name Plan Name (#) ($) ($)
_______________________________________________________________________________
Steven J. Bresky Executive Retirement Plan(1) 32 12,281,415 - 0 -
Corporation Plan 29 757,040 - 0 -
Robert L. Steer Executive Retirement Plan(1) 27 7,142,527 - 0 -
Corporation Plan 24 416,805 - 0 -
Rodney K. Executive Retirement Plan(1)(2) 22 5,503,930 - 0 -
Brenneman Corporation Plan 19 260,979 - 0 -
David M. Executive Retirement Plan(1) 24 3,807,954 - 0 -
Dannov Corporation Plan 21 325,087 - 0 -
Edward A. Cash Balance Retirement Plan(1) 22 2,176,165 176,884
Gonzalez Defined Benefit Plan 22 279,925 - 0 -
Terry J. Executive Plan(1) 17 1,765,804 - 0 -
Holton Corporation Plan 17 325,280 - 0 -
___________
(1) Credited years of post-participation service
for each of the Named Executive Officers is
18 years, with the exception of E. Gonzalez whose
credited years of post-participation service is
seven years. The credited years of
pre-participation service for each of the Named
Executive Officers is as follows: S. Bresky, 14;
R. Steer, 9; R. Brenneman, 4; D. Dannov, 6; and
E. Gonzalez, 15.
(2) R. Brenneman ceased participating in the
Executive Retirement Plan effective August 31, 2011,
and will be paid his accrued benefit as a lump sum
in 2012. R. Brenneman ceased accruing a benefit
under the Corporation Plan effective August 31,
2011.
16
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 2011, of each 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 in 2011 and 2010
was $245,000 and in 2009 was $230,000.
Through 2008, each of the Named Executive Officers
was a participant in the Deferred Compensation Plan.
Effective January 1, 2009, the plan was amended to
provide that E. Gonzalez was no longer allowed to make
deferrals under the Deferred Compensation Plan, and the
401(k) Match was not made pursuant to the Deferred
Compensation Plan for compensation earned after
January 1, 2009; however, amounts deferred prior to
January 1, 2009 remained subject to the plan.
All amounts deferred and all Company contributions
credited are included in the amounts reported in the
Summary Compensation Table above.
Non-Qualified Deferred Compensation Plan
Aggregate
Executive Registrant Aggregate Balance
Contributions Contributions Earnings Aggregateat Last
in Last in Last in Last Withdrawals/ Fiscal
Fiscal Year(1) Fiscal Year(2) Fiscal Year Distributions Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 1,111,590 55,658 (287,888) - 0 - 5,260,743
Robert L. Steer 837,955 46,707 (190,905) - 0 - 3,412,038
Rodney K. Brenneman 575,926 29,181 (30,410) - 0 - 2,290,787
David M. Dannov 243,665 29,655 315 - 0 - 419,726
Edward A. Gonzalez - 0 - - 0 - (14,993) (143,254) 294,832
Terry J. Holton - 0 - 10,730 (3,384) - 0 - 60,585
__________
(1) Represents bonus earned in 2010 and deferred when
paid in 2011.
(2) Represents the 401(k) Match made by Seaboard based
on 2010 compensation and 2010 bonus paid in 2011.
2011.
17
R. Brenneman will be paid his Deferred Compensation
Balance in 2012 pursuant to the provisions of the Plan.
The amount to be paid to him will equal his
December 31, 2011 balance of $2,290,787, plus or minus
the earnings on this balance through the date paid.
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
2011, 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 in 2011 and 2010
for Seaboard was $245,000. The benefit earned by
E. Gonzalez pursuant to this Plan for 2010 and paid to
E. Gonzalez in 2011 was $23,009. The benefit earned by
E. Gonzalez pursuant to this Plan for 2011 ($28,000)
will be paid to him in 2012, and is included in the
Summary Compensation Table above.
Investment Option Plan
For the years 2001-2004, Seaboard established the
Investment Option Plan, which allowed executives to
reduce their compensation, and Seaboard to make
contributions, in exchange for an option to acquire
interests measured by reference to three alternative
investments. However, as a result of U.S. tax
legislation passed in October 2004, reductions to
compensation and contributions by Seaboard after 2004
were no longer allowed. The exercise price for each
investment option was established based upon the fair
market value of the underlying investment on the date
of grant.
Investment Option Plan
Net
Aggregate Aggregate
Aggregate Balance Exercise Balance
Earnings Aggregate at Last Price at Last
in Last Withdrawals/ Fiscal for Fiscal
Fiscal Year Distributions Year End Option Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky (243,232) - 0 - 4,458,278 783,838 3,674,440
Robert L. Steer (240,693) - 0 - 4,411,721 758,938 3,652,783
Rodney K. Brenneman (8,674) - 0 - 1,853,104 362,798 1,490,306
David M. Dannov (6,783) - 0 - 124,315 21,629 102,686
Edward A. Gonzalez - 0 - - 0 - - 0 - - 0 - - 0 -
Terry J. Holton (49,020) - 0 - 902,257 167,495 734,762
18
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 other than T. Holton, 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. Seaboard agreed to waive with
respect to R. Brenneman the requirement that he attain
age 50, and agreed that he was vested in this benefit
effective August 31, 2011. Because R. Brenneman is
being provided medical insurance by Butterball, he is
not presently being provided any medical insurance
pursuant to this Plan.
Following is a summary of the present value cost to
Seaboard of this benefit for each Named Executive
Officer (other than T. Holton), assuming that this
benefit was triggered and said medical insurance began
to be furnished on December 31, 2011.
Present Value of
Retiree Medical Benefit(1)
Name ($)
________________________________________
Steven J. Bresky 363,067
Robert L. Steer 471,321
Rodney K. Brenneman 512,412
David M. Dannov 483,643
Edward A. Gonzalez 522,998
____________
(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.
19
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
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.
20
2011 Executive Compensation Components
For the fiscal year ended December 31, 2011, 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.
The 2011 salaries for the Named Executive Officers were
established based on the estimated increase in the cost
of living. The 2011 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.
Retirement and Other Benefits. Each of the Named
Executive Officers (other than R. Brenneman) 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. 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 13 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 (other than
R. Brenneman), are able to contribute their annual
compensation, up to the limit prescribed by the
Internal Revenue Service. For 2011, 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 (other than
R. Brenneman), 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.
21
Seaboard also maintains for each of the Named
Executive Officers, other than T. Holton, 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 (other than
R. Brenneman) 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.
Tax Implications
Pursuant to Section 162(m) of the Internal Revenue
Code, compensation in excess of $1 million paid by
Seaboard to the Named Executive Officers (other than
Seaboard Marine's President, Edward A. Gonzalez) 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 2011 in excess of $1 million, such
that Seaboard will not lose any deduction for 2011 for
compensation paid to these Named Executive Officers.
The compensation in excess of $1 million paid by
Seaboard Marine to Edward A. Gonzalez 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 (other than R. Brenneman). To
assist the Board of Directors in determining 2011
bonuses and 2012 salaries for these Named Executive
Officers, S. Bresky and R. Steer discussed the
recommended 2011 bonuses and 2012 salaries for each of
these Named Executive Officers, considering Seaboard's
performance and each Named Executive Officer's
performance during 2011. At the Board of Director
meeting establishing the 2011 bonuses and 2012 salaries
for these Named Executive Officers (other than
R. Brenneman), S. Bresky advised the other Board of
Director members the 2011 bonuses and 2012 salaries he
recommended that the Board approve for each of these
Named Executive Officers and participated in the
discussion. The
22
2011 bonuses and 2012 salaries for the Named Executive
Officers (other than R. Brenneman) were subsequently
approved by the Board of Directors by unanimous
consent. Effective September 1, 2011, the compensation
for R. Brenneman is determined by the Board of
Directors of Butterball.
The members of the Board of Directors reviewing and
discussing the Compensation Disclosure and Analysis are
as follows:
Steven J. Bresky Joseph E. Rodrigues 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 2011, Seaboard paid our director,
J. Rodrigues, $591,447 under the Executive Retirement
Plan, the Seaboard Corporation Pension Plan and an
individual retirement plan.
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
23
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 2011, 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: 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, 2012. 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.
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 2011 and
2010, and fees billed for other services rendered by
KPMG LLP during such years.
24
Type of Fee 2011 2010
_______________________________________________
Audit Fees(1) $1,586,767 $1,633,939
Audit-Related Fees(2) 18,263 25,453
Tax Fees(3) 334,168 266,827
All Other Fees(4) 2,780 2,085
__________
(1) Audit Fees, including those for statutory audits,
include the aggregate fees paid by us during
2011 and 2010 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 2011 and 2010 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 2011 and 2010 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 2011 was 100 percent of
the total fees incurred.
Audit Committee Report to Stockholders
The Audit Committee of Seaboard is comprised of
three directors who are "independent," as defined by
the NYSE Amex Equities 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 2011 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
Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees with Governance,"
as adopted by the PCAOB in Rule 3200T.
25
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 2011. 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, 2011.
The foregoing has been furnished by the Audit
Committee:
Douglas W. Baena (Chair) David A. Adamsen Edward I. Shifman, Jr.
ITEM 3: STOCKHOLDER PROPOSAL TO ENCOURAGE MANAGEMENT TO
CREATE AND ANNOUNCE A PLAN FOR PHASING OUT THE
CONFINEMENT OF BREEDING PIGS IN GESTATION CRATES
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
encourage management to create and announce a
plan, by October 2012, for phasing out the
confinement of breeding pigs in gestation
crates.
Supporting Statement: Seaboard has failed to address
a major area of concern regarding animal abuse in its
operations: the confinement of pigs in gestation crates
- cages that virtually immobilize animals for nearly
their entire lives, preventing them even from turning
around. This is both a social and economic concern.
Please consider the following:
Legislation
Eight U.S. states have passed laws to ban the
confinement of breeding pigs in gestation crates.
26
Retailer Progress
Wendy's, Burger King, Chipotle, Carl's Jr.,
Hardee's, Sonic, Quiznos, Wolfgang Puck, Safeway, Whole
Foods, Harris Teeter, and Winn-Dixie are among the
retailers that have begun transitioning away from pork
produced using gestation crates.
Competitive Landscape
Smithfield - the world's largest pork producer and a
Seaboard competitor - has publicly committed to ending
its use of gestation crates, and intends to have
converted 30 percent of its pigs to group housing by
the end of 2011. Cargill (a Seaboard competitor) has
converted 50 percent of its company-owned breeding
facilities to group housing. Maple Leaf Foods
(Canada's largest pork producer) has also pledged to
end its use of gestation crates.
Economics
Iowa State University, supported by the USDA,
conducted a two-and-a-half year study that concluded it
can save producers 11 percent on production costs to
breed pigs without gestation crates.
Public Sentiment
An American Farm Bureau-funded poll found 95 percent
of Americans believe farm animals should be treated
well, and that only 18 percent think gestation crates
are humane. "Torture on the Farm," an American
Conservative cover story, focused on the cruelty
inherent in gestation crates. Time magazine, Fox News,
The New York Times, and The Wall Street Journal have
covered the issue, and Oprah Winfrey dedicated an
episode to the extreme confinement of farm animals.
Sound Science
Renowned farm animal expert, Dr. Temple Grandin, has
repeatedly condemned gestation crates, saying,
"Gestation stalls have got to go." A prestigious
commission on farm animals, including a former U.S.
Secretary of Agriculture, concluded that gestation
crates should be phased out.
The confinement of pigs in gestation crates is a
major social issue. Legislation, science, economic,
corporate buying practices and public sentiment support
moving away from them. Seaboard appears to be behind
its competition on this issue.
Accordingly, we urge shareholders to vote FOR this
resolution, which would simply encourage management to
move away from gestation crates.
Company Response to Stockholder Proposal
Seaboard is committed to the proper and humane
treatment of animals in our integrated food system, and
we believe food animals can and should be raised,
transported and processed using procedures that are
safe and free from cruelty and neglect.
27
As part of our animal welfare commitment, we
continuously evaluate our animal care program and use
third-party animal welfare auditing services, including
FACTA, LLC, an independent, science-based animal care
training and auditing company with credentialed animal
welfare auditors and educators. In addition, all
supervising employees caring for hogs are certified in
the National Pork Board's Pork Quality Assurance Plus
(PQA Plus) program, and Seaboard personnel and
contractors who transport hogs to Seaboard's plant
receive Transport Quality Assurance (TQA)
certification.
Seaboard recognizes animal welfare programs must be
based on sound science, while at the same time finding
a balance with societal concerns. Such is the case
with housing for gestating sows. Animal welfare
experts and professional groups have found no single
method for housing gestating sows that is clearly
better than the other when managed properly. The
Seaboard integrated system uses both stalls and group
pens to house gestating sows with the majority housed
in stalls, as does most of the pork production
industry.
In sum, the stockholder proposal is not necessary.
The Board of Directors believes the stockholders will
be better served by having Seaboard continue its
efforts to employ industry best practices and stay
apprised of leading research in order to make informed
decisions regarding animal welfare.
For the foregoing reasons, your Board of Directors
recommends a vote AGAINST the adoption of this
stockholder proposal.
OTHER MATTERS
The notice of meeting provides for the election of
directors, the selection of independent auditors, the
stockholder proposal described in Item 3 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 2011, 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, except
that Terry J. Holton inadvertently did not timely file
with the SEC a Form 3 reporting his ownership of shares
of Seaboard common stock upon the determination that he
constituted an executive officer of Seaboard.
28
STOCKHOLDER PROPOSALS
It is anticipated that the 2013 annual meeting of
stockholders will be held on April 22, 2013. Any
stockholder who intends to present a proposal at the
2013 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 7, 2012. 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 23, 2013.
Proxies solicited in connection with the 2013 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 21, 2013 that
such proposal will be made at the meeting.
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2011, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2010, are
contained in the Annual Report which is mailed to
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.
29
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.
30
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to the shareholder meeting date.
SEABOARD CORPORATION INTERNET
http://www.proxyvoting.com/seb
Use the Internet to vote your
proxy. Have your proxy card in hand
when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to
vote your proxy. Have your
proxy card in hand when you
call.
If you vote your proxy by Internet
or by telephone, you do NOT need to
mail back your proxy card.
To vote by mail, mark, sign and
date your proxy card and return it
in the enclosed postage-paid
envelope.
Your Internet or telephone vote
authorizes the named proxies to
vote your shares in the same manner
as if you marked, signed and
18344 returned your proxy card.
FOLD AND DETACH HERE
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS Please
INDICATED, WILL BE VOTED "FOR" THE ELECTION OF ALL OF THE mark your
DIRECTORS, "FOR" ITEM 2 AND "AGAINST" ITEM 3. votes as
indicated [X]
in this
example
FOR
FOR WITHHOLD WITH
1. ELECTION OF DIRECTORS ALL FOR ALL *EXCEPTIONS
Nominees:
[ ] [ ] [ ]
01 Steven J. Bresky
02 David A. Adamsen
03 Douglas W. Baena
04 Joseph E. Rodrigues
05 Edward I. Shifman Jr. FOR AGAINST ABSTAIN
2. Ratify the [ ] [ ] [ ]
INSTRUCTIONS: To withhold authority appointment of
to vote for any individual nominee, KPMG LLP as
mark the "Exceptions" box above and independent
write the number preceding that auditors fo the
nominee's name in the space provided Company.
below. In such case, this proxy will
be voted for all directors except as 3. Stockholder [ ] [ ] [ ]
listed by number.) proposal to
encourage
*Exceptions management to
create and
____________________________________ announce a plan
for phasing
out the
confinement of
breeding pigs
in gestation
crates.
Mark Here for [ ]
Address Change
or Comments
SEE REVERSE
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
Signature______________________ Signature_____________________ Date__________
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FOLD AND DETACH HERE
PROXY
SEABOARD CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 23, 2012
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 23, 2012, 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.
Address Change/Comments SHAREOWNER SERVICES
(Mark the corresponding box on the P.O. BOX 3550
reverse side) SOUTH HACKENSACK, NJ 07606-9250
18344
(Continued and to be marked, dated and signed, on the other side)