UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 21, 2012
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 5.02(e) below is incorporated herein by
reference.
Item 5.02(e) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Seaboard entered into an Employment Agreement with each of the Named
Executive Officers ("NEO's") of Seaboard, namely, Steven J. Bresky; Robert
L. Steer; David M. Dannov; Edward A. Gonzalez; and Terry J. Holton. The
Employment Agreements are each dated December 21, 2012, and amend and
supersede the existing Employment Agreements of each NEO.
Each of the Employment Agreements contains the following principal
terms:
(i) Term. S. Bresky's Employment Agreement has an initial term ending on
December 31, 2013, and renews on December 31, 2013 and on December 31, 2014
for an additional one year term, unless Seaboard gives a notice of non-
renewal. S. Bresky's Employment Agreement terminates on December 31, 2015
if not earlier terminated.
The Employment Agreements of each of the other NEO's has an initial term
ending on December 31, 2015, and renews for an additional term of three
years on December 31, 2013 and each annual anniversary date of December 31,
2013 through the date specified in Column A below for each NEO, unless
Seaboard gives a notice of non-renewal. On the dates specified in Column B
below for each NEO, the Employment Agreements will renew for a term of one
year, and renew for additional one-year renewal terms on December 31 of
each year thereafter, unless Seaboard gives a notice of non-renewal. The
Employment Agreements terminate on the date specified in Column C for each
NEO below if not earlier terminated.
A B C
Employment Agreement Employment Agreement
Renews for Three Year Renews for One Year Employment Agreement
Term on Each December 31 Term on this Date and Termination Date ifnot
through this Date Each December 31 Thereafter Terminated Earlier
R. Steer December 31, 2015 December 31, 2018 December 31, 2021
D. Dannov December 31, 2017 December 31, 2020 December 31, 2023
E. Gonzalez December 31, 2021 December 31, 2024 December 31, 2027
T. Holton December 31, 2015 December 31, 2018 December 31, 2021
(ii) Initial Base Salary and Minimum Annual Bonus. 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
(iii) Payments Upon Certain Events. The Employment Agreements each
continue to provide for the payment of severance upon the termination of
employment in certain circumstances.
In addition to entering into the Employment Agreements, Seaboard adopted
the Seaboard Corporation 409A Executive Retirement Plan Amended and
Restated Effective January 1, 2013 (the "SERP") and the Seaboard
Corporation Cash Balance Executive Retirement Plan Amended and Restated
Effective January 1, 2013 (the "Cash Balance Plan"), making certain
amendments to these plans.
The SERP and Cash Balance Plan were each amended effective January 1,
2013 to make the following general revisions:
1. "Final Average Earnings" and "Years of Accrual Service" are
limited to amounts set forth in the Employment Agreement for each
NEO.
2. "Actuarial Value," which is used to determine the benefit,
will be determined by using the average interest rate on 30-year
Treasury securities for the 36 month period ending on November
immediately preceding the year in which the Actuarial Value is being
determined. Before this change, the Actuarial Value
was determined by using the 30-year Treasury securities rate as of
the November preceding the year in which the Actuarial Value was
being determined and not a 36 month average of this rate.
3. The portion of the benefit which accrues after December 31,
2012 ("Post-2012 Benefit") will be calculated as a lump sum as soon
as tax laws allow on the date on which the Years of Accrual Service
limit is reached, and this balance will be increased or decreased
based on the return of certain investments selected by the
participant. The portion of the benefit which accrued prior to
January 1, 2013 ("Pre-2013 Benefit") will continue to be calculated
and paid upon the participant's separation from service, upon a
change of control or upon the death or disability of the participant.
The foregoing summaries of the Employment Agreements and the amendments
to the SERP and Cash Balance Plan do not purport to be complete, and are
qualified in their entirety by reference to the full text of such documents
which will be included as exhibits in Seaboard's next Form 10-K Annual
Report which is filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: December 27, 2012
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Executive Vice President,
Chief Financial Officer