Name of Registrant: Seaboard Corporation
Name of persons relying on exemption: California Public Employees Retirement System (CalPERS)
Address of persons relying on exemption: 400 Q Street, Sacramento, CA 95811
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule, but is made voluntarily in the
interest of public disclosure and consideration of these important issues.
April 17, 2020
Dear Seaboard Corporation Shareowner:
Support Shareowner Proposal #4 Requesting Majority Vote
We urge shareowners to support proposal #4 at the company’s April 27, 2020 Annual General Meeting. As of record date February 26, 2020, CalPERS owned approximately 500 shares of Seaboard Corporation
common stock. As a long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to allow for a majority voting standard in director
elections, while retaining a plurality vote standard for contested director elections.
Majority Vote for Director Elections is Becoming Widely Accepted
Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate governance best practice. Approximately 88% of the
companies in the S&P 500 and 51% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.
A Plurality Vote Standard Disenfranchises Shareowners
CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard, uncontested director nominees can be elected with a single
“For" vote, leaving votes “Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of a majority of shares represented and voting at a duly held
meeting. Majority voting would give shareholders a meaningful voice in determining who will represent them on the board.
Governance Concerns at Seaboard Corporation
In addition to our request for majority vote for directors, we would like to highlight the following governance concerns at the company:
Non-responsiveness to CalPERS’ requests to engage regarding board composition related to board diversity
The board lacks a formal nominating committee
Combined Chairman & CEO
PLEASE NOTE: The cost of this solicitation is being borne entirely by CalPERS and is being done through the use of the mail and telephone communication. CalPERS is not asking for your proxy
card. Please do not send us your proxy card.
Based on the governance deficiencies and issues noted above, CalPERS will also be withholding vote from director nominees Steven Bresky, David Adamsen, Douglas Baena, Edward Shifman, and Paul Squires at the April 27, 2020
Annual General Meeting.
Support Proposal #4 requesting Majority Vote for Director Elections
We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully accountable governance structures through the adoption of
majority vote should be in place to offer shareowners a meaningful voice in the director election process. Please vote “FOR” shareowner proposal #4.
Should you have any questions please feel free to contact Todd Mattley, CalPERS Associate Investment Manager at Engagements@calpers.ca.gov or 916-795-0565.
Thank you for your support.
Investment Director, Global Equity
CalPERS Investment Office
PLEASE NOTE: The cost of this solicitation is being borne entirely by CalPERS and is being done through the use of the mail and telephone communication. CalPERS is not asking for your proxy card.
Please do not send us your proxy card.
CalPERS Public Employees’ Retirement System Shareowner Alert