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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SEABOARD CORPORATION
_______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________________
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SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2011
Notice is hereby given that the 2011 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 25, 2011,
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
2012 annual meeting of stockholders and until
their respective successors are duly elected and
qualified;
2. To consider and vote on a non-binding resolution
to approve the compensation of the Seaboard's
named executive officers, as disclosed in
Seaboard's proxy statement for the 2011 Annual
Meeting of Stockholders pursuant to the
compensation disclosure rules of the Securities
and Exchange Commission;
3. To consider and vote on a non-binding resolution
to determine the frequency of stockholder
advisory votes on the compensation of Seaboard's
named executive officers;
4. 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, 2011; and
5. To transact such other business as properly may
come before the meeting.
The Board of Directors has fixed the close of business
on Monday, February 28, 2011, 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,
Vice President, General
Counsel and Secretary
March 18, 2011
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 25, 2011
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 25, 2011
March 18, 2011
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 25, 2011,
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 28, 2011 record date are entitled to
notice of, and to vote at, the annual meeting and at
any adjournment thereof. Seaboard had
1,215,879.24 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 18, 2011.
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 607,940 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" the non-binding resolution to approve the
compensation of our named executive officers as
disclosed in this Proxy Statement, "for" the tri-annual
frequency (every three years) of the stockholder
advisory votes on the compensation of our named
executive officers, and "for" ratification of the
selection of KPMG LLP as independent auditors for 2011.
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
non-binding resolution to determine the frequency of
stockholder advisory votes on the compensation of our
executive officers also will be determined by a
favorable
2
plurality of votes cast, and therefore,
abstentions or broker non-votes on this proposal will
not affect the selection of the frequency choice
receiving the most votes. The other proposals set
forth herein require the affirmative vote of a majority
of the shares present at the meeting. Shares
represented by broker non-votes as to such 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, 2011 (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 74.2%
c/o Seaboard Flour, LLC
1320 Centre Street, Suite 200
Newton Center, MA 02459
Seaboard Flour, LLC (2) 465,825.69 38.3%
1320 Centre Street, Suite 200
Newton Center, MA 02459
SFC Preferred LLC (1) 428,122.55 35.2%
1320 Centre Street, Suite 200
Newton Center, MA 02459
FMR LLC (3) 64,506 5.3%
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
3
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.
(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, 2010, based
on a Schedule 13G filed by FMR LLC with the SEC on
February 14, 2011. FMR LLC reports that, of the
64,506 shares beneficially owned, it has sole voting
power with respect to 14,500 shares and sole
dispositive power with respect to all 64,506 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 50,006 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 50,006 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
14,500 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 14,500 shares and sole
power to vote or to direct the voting of
14,500 shares owned by the institutional accounts of
funds advised by Pyramis, as reported above.
4
SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth certain information
as of January 31, 2011 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.
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
______________________________________________________________________
Steven J. Bresky 902,511.24 (1) 74.2%
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 - *
All directors and executive 903,006.24 (1) 74.3%
officers as a group (19 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.
5
Principal Occupations and Positions
and Specific Experience, Qualifications, Director
Name Age Attributesor Skills Since
_______________________________________________________________________________
Steven J. Bresky 57 Director, Seaboard Corporation; President 2005
and Chief Executive Officer (since July
2006) and Senior Vice President,
International Operations (2001-2006),
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.
David A. Adamsen 59 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 68 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 74 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.
6
Edward I. Shifman, Jr. 67 Director and Member of Audit Committee, 2009
Seaboard Corporation. Mr. Shifman is
retired and has experience working as a
banker for more than 30 years for various
financial institutions, providing
experience qualifying him to serve as a
Director.
Edward I. Shifman, Jr. is a first cousin of Steven
J. Bresky.
There are no arrangements or understandings between
any nominee and any other person pursuant to which such
nominee was nominated.
In case any person or persons named herein for
election as directors are not available for election at
the annual meeting, proxies may be voted for a
substitute nominee or nominees (unless the authority to
vote for all nominees or for the particular nominee who
has ceased to be a candidate has been withheld), as
well as for the balance of those named herein.
Management has no reason to believe that any of the
nominees for the election as director will be
unavailable.
The Board of Directors recommends that you vote for
the election as directors of the five persons listed
above.
BOARD OF DIRECTORS INFORMATION
Meetings of the Board
The Board of Directors held five meetings in fiscal
2010. 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. Adamsen, attended the 2010
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.
7
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
74.2 percent of Seaboard, and has more than 30 years'
experience with Seaboard. Seaboard does not have a
lead independent director. Seaboard believes that
Steven J. Bresky has a sufficient vested interest in
Seaboard on the basis of his stock ownership position,
and has the experience necessary to lead Seaboard as
both the principal executive officer and Chairman of
the Board.
The Audit Committee of the Board of Directors
provides risk oversight of Seaboard with respect to the
audit of Seaboard's financial statements, Seaboard's
internal audit function and any financial matters
reported to Seaboard's Vice President of Internal Audit
or other Seaboard representative. The Audit Committee
administers this oversight function through Audit
Committee meetings and periodic meetings in private
with Seaboard's auditors, KPMG, and Seaboard's Vice
President of Internal Audit. The Board of Directors
does not have any other significant oversight function,
aside from performance of the Board of Director
function through periodic meetings. The Board of
Directors does not believe that its role in risk
oversight of Seaboard has any significant effect on the
Board's leadership structure.
Committees of the Board
Seaboard's Board of Directors has established an
Audit Committee. There currently are no other standing
executive, compensation, nominating or other committees
of Seaboard's Board of Directors, or committees
performing similar functions of the Board.
Audit Committee. Seaboard's Board of Directors has
established an Audit Committee comprised solely of
independent directors. The members of the Audit
Committee are David A. Adamsen, Douglas W. Baena and
Edward I. Shifman, Jr. Mr. Baena is Chairman of the
Audit Committee. The Audit Committee selects and
retains independent auditors and assists the Board in
its oversight of the integrity of Seaboard's financial
statements, including the performance of our
independent auditors in their audit of our annual
financial statements. The Audit Committee 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 four meetings in fiscal 2010, two of
which were telephonic meetings.
Director Nominations
The Board of Directors believes it is not necessary
to have a separate nominating committee because of the
low turnover of Board of Director seats and because the
entire Board of Directors participates in the
consideration of director nominees. There currently is
no charter that establishes procedures for the Board's
consideration of director nominees. The Board believes
that it should be comprised of directors with varied,
complementary backgrounds, and that directors should,
at a minimum, have expertise that may be useful to
Seaboard. Directors should also possess the highest
personal and professional ethics, and should be willing
and able to devote the required amount of time to
Seaboard's business. In determining whether a director
should be
8
retained and stand for re-election, the Board
also considers that member's performance and
contribution to the Board during his tenure with the
Board. Seaboard's policy is to consider nominees who
are submitted by stockholders on a case-by-case basis.
All nominees, including those submitted by
stockholders, will be evaluated using generally the
same methods and criteria, although those methods and
criteria are not standardized and may vary from time to
time. The Board does not have any policy with respect
to diversity and does not consider diversity in
identifying nominees for Director.
Communication with the Board
The Board of Directors does not provide a process
for stockholders to send communications to the Board
because it believes that the process available under
applicable federal securities laws for stockholders to
submit proposals for consideration at the annual
meeting is adequate.
Compensation of Directors
The following table shows the compensation received
by each member of our Board of Directors (other than
those who are named executive officers in the Summary
Compensation table on page 10) for service on the Board
in 2010.
Director Compensation Table (1)
Fees Earned
or Paid in Cash Total
Douglas W. Baena $59,500 $59,500
David A. Adamsen $55,500 $55,500
Edward I. Shifman, Jr. $55,500 $55,500
Joseph E. Rodrigues $44,500 $44,500
_________________
(1) S. Bresky does not receive any compensation for
serving as a director, and thus, is not included
in the table.
For 2010, each non-employee director received
$10,000 quarterly and an additional $2,000 per quarter
for service on the Audit Committee of the Board. The
Chairman of the Audit Committee also received an
additional $1,000 per quarter. Each non-employee
director also receives an additional $1,500 per meeting
in excess of one hour. All director compensation
represents fees paid in cash only.
9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer, the Chief Financial Officer and the
three other highest paid executive officers of Seaboard
(the "Named Executive Officers") for such period in all
capacities in which they have served:
Summary Compensation Table
Change in
Pension Value
And Non-Qualified
Name Deferred
and Compensation All Other
Principal Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position Year ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 2010 845,000 1,200,000 2,954,501 118,805 5,118,306
President 2009 858,985 850,000 958,291 117,584 2,784,860
Chief Executive 2008 798,846 950,000 1,854,020 124,697 3,727,563
Officer
Robert L. Steer 2010 645,000 1,100,000 1,578,361 119,293 3,442,654
Senior Vice 2009 655,631 800,000 1,138,546 134,101 2,728,278
President, 2008 609,192 900,000 992,560 116,505 2,618,257
Chief Financial
Rodney K. Brenneman 2010 507,000 1,000,000 1,040,362 110,785 2,658,147
President, Seaboard 2009 515,592 700,000 630,866 109,224 1,955,682
Foods LLC 2008 479,308 800,000 613,638 104,599 1,997,545
David M. Dannov 2010 360,000 850,000 960,785 78,558 2,249,343
President, Seaboard 2009 349,592 700,000 599,093 84,336 1,733,021
Overseas Trading 2008 324,423 650,000 425,346 84,007 1,483,776
Group
Edward A. Gonzalez 2010 397,000 750,000 631,820 107,384 1,886,204
President, Seaboard 2009 403,531 600,000 393,250 106,592 1,503,373
Marine Ltd. 2008 374,423 650,000 318,366 86,881 1,429,670
(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."
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."
(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 2010 are as follows:
S. Bresky, $2,796,049; R. Steer, $1,424,100; R.
Brenneman, $1,002,889; D. Dannov, $956,458; and
E. Gonzalez, $631,820. These amounts for 2009 are as
follows: S. Bresky, $750,292; R. Steer, $936,048; R.
Brenneman, $572,361; D. Dannov, $593,413; and
E. Gonzalez, $393,250. For 2008, these amounts are the
amounts set forth in the Summary Compensation Table for
2008. The amounts also reflect the above-market
earnings on contributions under the Investment Option
Plan described below for 2010 and 2009, but not for
2008 because there were no above-market earnings for
2008. The amounts for 2010 are as follows: S. Bresky,
$158,452; R. Steer, $154,261; R. Brenneman, $37,473;
and D. Dannov, $4,327. The amounts for 2009 are as
follows: S. Bresky, $207,999; R. Steer, $202,498;
R. Brenneman, $58,505; and D. Dannov, $5,680.
(4) Included in All Other Compensation are Company
matching contributions under the Non-Qualified Deferred
Compensation Plan, such plan being described below
under "Benefit Plans." These amounts for 2010 are as
follows: S. Bresky, $44,121; R. Steer, $36,729;
R. Brenneman, $29,433; D. Dannov, $24,450; and
E. Gonzalez, $23,009.
Also included in All Other Compensation are the
amounts earned for unused paid time off. These
amounts for 2010 are as follows: S. Bresky, $1,625;
R. Steer, $24,808; R. Brenneman, $19,500; D. Dannov,
$9,000; and E. Gonzalez, $18,323.
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 and a
gross-up for related taxes. Reimbursement for taxes
owed on the above-stated items total as follows for
each of the Named Executive Officers for 2010:
S. Bresky, $25,133; R. Steer, $17,380; R. Brenneman,
$19,436; D. Dannov, $13,250; and E. Gonzalez,
$20,333.
11
EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS
Seaboard and each of the Named Executive Officers
are parties to an Employment Agreement.
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; $370,000 for
R. Brenneman; $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; $400,000 for
R. Brenneman; 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 $35,000 if the termination occurred
December 31, 2010; and (ix) under Seaboard's 409A
Executive Retirement Plan (Cash Balance Plan in the
case of E. Gonzalez), years of service credit accrues
for the term of the severance period, and the final
average earnings calculation under this plan is
determined considering the base salary and bonus paid
during the severance period.
Following is a summary of the amounts which would be
paid by Seaboard to each Named Executive Officer if, on
December 31, 2010, his employment was involuntarily
terminated without "Cause," or if he resigned for "Good
Reason":
12
Present Value
of Executive
Accrued Bonus Lump Sum Retirement
through 12/31/10 Severance Severance Plan Benefit/
-Payable 30 Payable Over Payable One Cash Balance
Days After One Year in Year After Retirement
Termination Date Installments Termination Plan Benefit(1) Total
($) ($) ($) ($) ($)
Steven J. Bresky 850,000 845,000 5,087,500 1,811,100 8,593,600
Robert L. Steer 800,000 645,000 4,412,500 1,016,673 6,874,173
Rodney K. Brenneman 700,000 507,000 3,717,500 699,286 5,623,786
David M. Dannov 700,000 360,000 3,000,000 1,520,918 5,580,918
Edward A. Gonzalez 600,000 397,000 3,442,500 606,247 5,045,747
(1) Pursuant to the Employment Agreement for each
Named Executive Officer, 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 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 have been allotted
10 hours of flight time for personal use. Seaboard
also will pay each of the Named Executive Officers for
the incidental fees and expenses incurred related to
the flights, including ground transportation, and a
"tax gross-up" of the estimated federal and state
income taxes each will incur as a consequence of this
benefit.
BENEFIT PLANS
409A Executive Retirement Plan and Cash Balance
Retirement Plan
The Seaboard Corporation 409A Executive Retirement
Plan (the "Executive Retirement Plan") provides
retirement benefits for a select group of the officers
and managers, including the Named Executive Officers,
other than Edward A. Gonzalez. 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 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
13
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 though 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, 2010, 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 Edward A. 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 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 Edward A. Gonzalez
14
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 Edward A. Gonzalez
participate in the Corporation Plan, and Edward A.
Gonzalez participates in the Defined Benefit Plan. The
benefits under the Corporation Plan and the Defined
Benefit Plan are the same. Benefits under the Plans
generally are based upon the number of years of service
and a percentage of final average remuneration (salary
plus bonus), subject to limitations under applicable
federal law. As of December 31, 2010, 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 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, $2,643. Under the Plan, the
payment of this benefit is pursuant to a "Ten-Year
Certain and Continuous Annuity." This means the
participant would receive a monthly annuity benefit for
his/her lifetime and, if the participant dies while in
the ten-year certain period, the balance of the
ten-year benefit would be paid to his/her designated
beneficiary. If the participant dies while employed by
Seaboard or after retirement, but before the
commencement of benefits, monthly payments would be
made to the participant's beneficiary in the form of a
100 percent joint and survivor benefit. The Plans
allow for optional forms of payment under certain
circumstances.
15
The following table sets forth the Years of Credited
Service, the Present Value of the Accumulated Benefit
and the Payments during the last fiscal year, pursuant
to the Plans for each of the Named Executive Officers.
Pension Benefits
Present Payments
Years of Value of During
Credited Accumulated Last Fiscal
Service Benefit Year
Name Plan Name (#) ($) ($)
_______________________________________________________________________________
Steven J. Bresky Executive Retirement Plan(1) 31 9,420,398 - 0 -
Corporation Plan 28 609,660 - 0 -
Robert L. Steer Executive Retirement Plan(1) 26 5,673,381 - 0 -
Corporation Plan 23 311,915 - 0 -
Rodney K. Executive Retirement Plan(1) 21 3,473,155 - 0 -
Brenneman Corporation Plan 18 189,759 - 0 -
David M. Executive Retirement Plan(1) 23 2,396,612 - 0 -
Dannov Corporation Plan 20 236,570 - 0 -
Edward A. Cash Balance Retirement Plan(1) 21 1,576,595 117,507
Gonzalez Defined Benefit Plan 21 200,784 - 0 -
_____________
(1) Credited years of post-participation service
for each of the Named Executive Officers is
17 years, with the exception of E. Gonzalez whose
credited years of post-participation service is six
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.
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 2010, 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 in 2010, 2009 and 2008 for
Seaboard was $245,000, $230,000 and $225,000,
respectively.
16
Through 2008, each of the Named Executive Officers
was a participant in the Deferred Compensation Plan.
Effective January 1, 2009, the plan was amended to
provide that E. Gonzalez was no longer allowed to make
deferrals under the Deferred Compensation Plan, and the
401(k) Match was not made pursuant to the Deferred
Compensation Plan for compensation earned after
January 1, 2009; however, amounts deferred prior to
January 1, 2009 remained subject to the plan.
All amounts deferred and all Company contributions
credited are included in the amounts reported in the
Summary Compensation Table above.
Non-Qualified Deferred Compensation Plan
Aggregate
Executive Registrant Aggregate Balance
Contributions Contributions Earnings Aggregate at Last
in Last in Last in Last Withdrawals/ Fiscal
Fiscal Year(1) Fiscal Year(2) Fiscal Year Distributions Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 771,048 46,507 570,059 - 0 - 4,381,383
Robert L. Steer 550,000 23,153 364,254 - 0 - 2,718,281
Rodney K. Brenneman 628,309 41,763 2,331 - 0 - 1,716,090
David M. Dannov 116,093 29,796 203 - 0 - 146,091
Edward A. Gonzalez - 0 - - 0 - 62,572 - 0 - 453,079
___________
(1) Represents bonus earned in 2009 and deferred
when paid in 2010.
(2) Represents the 401(k) Match made by Seaboard
based on 2009 compensation and 2009 bonus paid
in 2010.
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 Edward
A. 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
2010, 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 2010 and 2009
for Seaboard was $245,000 and $230,000, respectively.
The benefit earned by E. Gonzalez pursuant to this Plan
for 2009 and paid to E. Gonzalez in 2010 was $25,139.
The benefit earned by E. Gonzalez pursuant to this Plan
for 2010 ($23,009) will be paid to him in 2011, and is
included in the Summary Compensation Table above.
17
Investment Option Plan
For the years 2001-2004, Seaboard established the
Investment Option Plan, which allowed executives to
reduce their compensation, and Seaboard to make
contributions, in exchange for an option to acquire
interests measured by reference to three alternative
investments. However, as a result of U.S. tax
legislation passed in October 2004, reductions to
compensation and contributions by Seaboard after 2004
were no longer allowed. The exercise price for each
investment option was established based upon the fair
market value of the underlying investment on the date
of grant.
Investment Option Plan
Net
Aggregate Aggregate
Aggregate Balance Exercise Balance
Earnings Aggregate at Last Price at Last
in Last Withdrawals/ Fiscal for Fiscal
Fiscal Year Distributions Year End Option Year End
Name ($) ($) ($) ($) ($)
_______________________________________________________________________________
Steven J. Bresky 649,300 - 0 - 4,701,510 783,837 3,917,673
Robert L. Steer 642,518 - 0 - 4,652,414 758,938 3,893,476
Rodney K. Brenneman 162,770 - 0 - 1,861,778 362,798 1,498,980
David M. Dannov 18,105 - 0 - 131,098 21,629 109,469
Edward A. Gonzalez - 0 - - 0 - - 0 - - 0 - - 0 -
Retiree Medical Benefit Plan
The Seaboard Corporation Retiree Medical Benefit
Plan provides family medical insurance to certain
members of management, including each Named Executive
Officer, upon his retirement in the event he has
attained age 50, and has completed at least 15 years of
service. This benefit is also furnished in the event
the Named Executive Officer's employment is
involuntarily terminated (other than if the Named
Executive Officer unlawfully converted a material
amount of funds), or in the event of a change of
control of Seaboard.
Following is a summary of the present value cost to
Seaboard of this benefit, assuming that this benefit
was triggered and said medical insurance began to be
furnished on December 31, 2010.
18
Present Value of
Retiree Medical Benefit (1)
Name ($)
_______________________________________________
Steven J. Bresky 362,857
Robert L. Steer 451,073
Rodney K. Brenneman 480,376
David M. Dannov 460,152
Edward A. Gonzalez 487,357
_______________
(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,
R. Brenneman, D. Dannov and E. Gonzalez 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
R. Brenneman, and up to $18,000 per month for D. Dannov
and E. Gonzalez.
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.
Seaboard has entered into employment agreements with
each of the Named Executive Officers, agreeing to pay a
minimum base salary and bonus and severance in the
event of any termination by Seaboard without cause, and
non-competition provisions which restrict the employee
from accepting employment with competitors of Seaboard.
The Board believes that this
19
balance of providing assurance to the executives of
minimum compensation, coupled with restrictions on
leaving Seaboard and taking alternative employment
is consistent with Seaboard's objective to attract
and retain top executive employees.
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.
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.
2010 Executive Compensation Components
For the fiscal year ended December 31, 2010, 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 2010 salaries for the Named Executive Officers were
established based on the estimated increase in the cost
of living. The 2010 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.
20
Retirement and Other Benefits. Each of the Named
Executive Officers is a participant in the Executive
Retirement Plan or the Cash Balance Retirement Plan.
The benefit under these plans is generally equal to
2.5 percent of the final average remuneration (salary
plus bonus) of the participant, multiplied by the
participant's years of service in the plan after
January 1, 1997. 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, are able to
contribute the lesser of up to 22 percent of their
annual compensation, or the limit prescribed by the
Internal Revenue Service. For 2010, Seaboard matched
50 percent of the first 6 percent of compensation
contributed to the plan. All matching contributions
vest fully after completing 5 years of service.
The Named Executive Officers, in addition to certain
other executives, are entitled to participate in the
Non-Qualified Deferred Compensation Plan, which gives
participants (other than E. Gonzalez) the right to
defer salary and bonus to be paid by Seaboard at a
later time, all in accordance with applicable ERISA and
income tax laws and regulations.
Seaboard also maintains for each of the Named
Executive Officers and certain other executives the
Seaboard Corporation Retiree Medical Benefit Plan,
which provides family medical insurance to each
participant upon his retirement: (i) in the event he
has attained age 50, and has at least 15 years of
service; or (ii) in the event the participant's
employment is involuntarily terminated (other than if
the participant unlawfully converted a material amount
of funds); or (iii) in the event of a change of control
of Seaboard.
The Board believes that Seaboard's retirement and
other benefits are consistent with the philosophy of
Seaboard to provide security and stability of
employment to the Named Executive Officers as a
mechanism to attract and retain these employees.
Perquisites and Other Personal Benefits. Seaboard
provides the Named Executive Officers with perquisites
and other benefits that the Board believes are
reasonable and consistent with its overall compensation
program to better enable Seaboard to attract and retain
superior employees for key positions. These include an
automobile allowance and gas charging privileges, 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 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 2010
in excess of $1 million, such that Seaboard will not
lose any deduction for 2010 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.
21
COMPENSATION COMMITTEE REPORT
The entire Board of Directors (in the absence of a
compensation committee) has reviewed and discussed the
Compensation Discussion and Analysis set forth above
with management, and based on this review and
discussions, has determined that the Compensation
Discussion and Analysis be included in Seaboard's
Annual Report on Form 10-K and this proxy statement.
The Board of Directors is responsible for
establishing the compensation for each of the Named
Executive Officers. To assist the Board of Directors
in determining 2010 bonuses and 2011 salaries for the
Named Executive Officers, S. Bresky and R. Steer
discussed the recommended 2010 bonuses and 2011
salaries for each of the Named Executive Officers,
considering Seaboard's performance and each Named
Executive Officer's performance during 2010. At the
Board of Director meeting establishing the 2010 bonuses
and 2011 salaries for the Named Executive Officers,
S. Bresky advised the other Board of Director members
the 2010 bonuses and 2011 salaries he recommended that
the Board approve for each of the Named Executive
Officers. The 2010 bonuses and 2011 salaries for the
Named Executive Officers were determined based on
discussions by the Board of Directors at a meeting at
which it reviewed S. Bresky's recommendations.
S. Bresky participated in the meeting, except that he
did not participate in the discussions of the Board of
Directors of his own 2010 bonus and 2011 salary.
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 2010, Seaboard paid our director,
J. Rodrigues, $584,619 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).
22
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 Senior Vice
President, Chief Financial Officer and/or Seaboard's
President and Chief Executive Officer. In the event
the conflict involved Seaboard's President and Chief
Executive Officer and was otherwise material, the
conflict would be reviewed and approved by Seaboard's
Board of Directors.
In addition to the procedures to review conflicts of
interest, annually, Seaboard requires each director,
nominee for a director and officer of Seaboard to
complete a questionnaire which requires disclosure of
any transaction or loan exceeding $120,000 between
Seaboard and such person or any member of such person's
immediate family. Any such matters which were
disclosed would be reviewed by Seaboard's General
Counsel and discussed with Seaboard's President and
Chief Executive Officer and/or Senior Vice President,
Chief Financial Officer and/or Seaboard's Board of
Directors, depending on the materiality of the matter.
During 2010, there were no such related party
transactions in excess of $120,000.
The standards applied pursuant to the
above-described procedures are to provide comfort that
any conflict of interest or related party transaction
is on an arms-length basis which is fair to Seaboard.
This is principally accomplished by ensuring that the
Seaboard person entering into or approving the
transaction on behalf of Seaboard is independent of the
person with the conflict of interest or engaging in the
related party transaction with Seaboard.
ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing stockholders the opportunity to
cast an advisory vote on executive compensation, as
required by Section 14A of the Securities Exchange Act
of 1934 ("Exchange Act"). Section 14A was added to the
Exchange Act by Section 951 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act ("Dodd-Frank
Act").
The advisory vote on executive compensation is a
non-binding vote on the compensation of Seaboard's
Named Executive Officers disclosed in this proxy
statement as required by Section 14A of the Exchange
Act, including the disclosure in the Compensation
Discussion and Analysis section, the tabular disclosure
regarding such compensation and the accompanying
narrative disclosure set forth in this proxy statement.
The Dodd-Frank Act requires us to hold the advisory
vote on executive compensation at least once every
three years.
23
Stockholders are being asked to vote on the
following resolution:
RESOLVED, that the stockholders of
Seaboard Corporation approve, on an advisory
basis, the compensation of the Seaboard's
named executive officers, as disclosed in
Seaboard's proxy statement for the 2011
Annual Meeting of Stockholders including the
disclosure in the Compensation Discussion and
Analysis section, the tabular disclosure
regarding such compensation and the
accompanying narrative disclosure set forth
in such proxy statement.
This advisory vote on executive compensation is not
binding on Seaboard's Board of Directors. However, the
Board of Directors will take into account the result of
the vote when determining future executive compensation
arrangements.
Adoption of this resolution will require the
affirmative vote of the majority of the shares of
common stock represented in person or by proxy at the
meeting. The Board of Directors recommends a vote FOR
adoption of the resolution approving the compensation
of Seaboard's named executive officers, as disclosed in
this proxy statement, including the disclosure in the
Compensation Discussion and Analysis section, the
tabular disclosure regarding such compensation and the
accompanying narrative disclosure. Properly dated and
signed proxies will be so voted unless stockholders
specify otherwise.
ITEM 3: ADVISORY VOTE ON FREQUENCY OF THE VOTE ON
EXECUTIVE COMPENSATION
As required by Section 14A of the Exchange Act, we
are providing stockholders the opportunity to cast an
advisory vote on the frequency of stockholder advisory
votes on the compensation of our executive officers
(comparable to that provided for in Item 2 above). For
convenience, in this Item 3, the stockholders' advisory
vote on the compensation of our executive officers is
referred to as the "say-on-pay vote."
The advisory vote on the frequency of the say-on-pay
vote is a non-binding vote as to how often the
say-on-pay vote should occur: every year, every two
years or every three years. In the alternative,
stockholders may vote to abstain on the matter . The
Dodd-Frank Act requires us to hold the advisory vote on
the frequency of the say-on-pay vote at least once
every six years. The Board of Directors believes a
triennial frequency (that is, every three years) is the
appropriate frequency for the say-on-pay vote.
24
Stockholders are being asked to vote on the
following resolution:
RESOLVED, that the stockholders of
Seaboard Corporation determine, on an
advisory basis, that the frequency of
stockholder advisory votes on the
compensation of Seaboard Corporation's named
executive officers to be:
Choice 1 - every year;
Choice 2 - every two years; or
Choice 3 - every three years.
This advisory vote on the frequency of the
say-on-pay vote is not binding on the Board of
Directors. However, the Board of Directors will take
into account the result of the vote when determining
the frequency of future say-on-pay votes.
The particular choice among the three choices
included in the resolution that receives the highest
number of votes will be deemed the choice of the
stockholders. The Board of Directors recommends a vote
FOR the selection of a triennial frequency (that is,
Choice 3 - every three years) as the appropriate
frequency for the say-on-pay vote. Stockholders are
not voting to approve or disapprove the Board of
Director's recommendation. Stockholders may choose
among the three choices included in the resolution set
forth above or may vote to abstain on the matter.
ITEM 4: 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, 2011. 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.
25
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 2010 and
2009, and fees billed for other services rendered by
KPMG LLP during such years.
Type of Fee 2010 2009
_____________________________________________
Audit Fees (1) $1,633,939 $1,730,944
Audit-Related Fees (2) 25,453 9,280
Tax Fees (3) 266,827 305,262
All Other Fees (4) 2,085 1,915
__________________
(1) Audit Fees, including those for statutory
audits, include the aggregate fees paid by us during
2010 and 2009 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 2010 and 2009 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 2010 and 2009 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 2010 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.
26
The Audit Committee has reviewed the audited
financial statements for fiscal year 2010 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.
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 2010. 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, 2010.
The foregoing has been furnished by the Audit
Committee:
Douglas W. Baena (Chair) David A. Adamsen Edward I. Shifman, Jr.
OTHER MATTERS
The notice of meeting provides for the election of
directors, the advisory say-on-pay vote, the advisory
vote on the frequency of the say-on-pay vote, and the
selection of independent auditors 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 2010, 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.
27
STOCKHOLDER PROPOSALS
It is anticipated that the 2012 annual meeting of
stockholders will be held on April 23, 2012. Any
stockholder who intends to present a proposal at the
2012 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 19, 2011. 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 26, 2012.
Proxies solicited in connection with the 2012 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 February 2, 2012 that
such proposal will be made at the meeting.
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2010, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2009, 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.
28
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.
29
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 returned your
proxy card.
93119
- FOLD AND DETACH HERE -
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO Please
DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE mark your
ELECTION OF ALL OF THE DIRECTORS, "FOR" ITEMS 2 AND votes as [X]
4 AND ITEM 3 WILL BE VOTED FOR 1 YEAR. indicated
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
(INSTRUCTIONS: To withhold 2. Proposal to approve [ ] [ ] [ ]
authority to vote for any the advisory (non-
individual nominee, mark binding) resolution
the "Exceptions" box above relating to
and write the number executive
preceding that nominee's compensation.
name in the space provided
below. In such case, this 1 2 3
proxy will be voted for all year years years Abstain
directors except as listed 3. Frequency [ ] [ ] [ ] [ ]
by number). of advisory
vote on
*Exceptions executive
___________________________ compensation.
FOR AGAINST ABSTAIN
4. Ratification of [ ] [ ] [ ]
the appointment
of KPMG LLP as
the Company's
independent
registered
public
accounting
firm.
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_________
You can now access your Seaboard Corporation account online.
Access your Seaboard Corporation account online via Investor
ServiceDirect (ISD).
BNY Mellon Shareowner Services, the transfer agent for Seaboard
Corporation, now makes it easy and convenient to get current
information on your shareholder account.
- View account status - View payment history for dividends
- View certificate history - Make address changes
- View book-entry information - Obtain a duplicate 1099 tax form
Visit us on the web at
http://www.bnymellon.com/shareowner/equityaccess
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose MLinkSM for fast, easy
and secure 24/7 online access to
your future proxy materials,
investment plan statements, tax
documents and more. Simply log
on to Investor ServiceDirect at
www.bnymellon.com/shareowner/equ
ityaccess where step-by-step
instructions will prompt you
through enrollment
Important notice regarding the Internet availability of proxy
materials for the Annual Meeting of Stockholders. The Proxy
Statement and the 2010 Annual Report to Stockholders are
available at: http://www.seaboardcorp.com (under "Investors" and
"SEC Filings" tabs).
- FOLD AND DETACH HERE -
PROXY
SEABOARD CORPORATION
Annual Meeting of Stockholders - April 25, 2011
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Steven J. Bresky and Robert
L. Steer, and each of them, with power to act without the other
and with power of substitution, as proxies and attorneys-in-fact
and hereby authorizes them to represent and vote, as provided on
the other side, all the shares of Seaboard Corporation Common
Stock which the undersigned is entitled to vote, and, in their
discretion, to vote upon such other business as may properly come
before the Annual Meeting of Stockholders of the company to be
held April 25, 2011 or at any adjournment or postponement
thereof, with all powers which the undersigned would possess if
present at the Meeting.
Address Change/Comments
(Mark the corresponding box on the
reverse side)
BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
93119
(Continued and to be marked, dated and signed, on the other side)
2