UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On November 18, 2020, Edward I. Shifman, Jr. advised Seaboard Corporation (the "Company") that he will not be standing for re-election to the Company’s Board of Directors at the Company’s next Annual Stockholders’ Meeting. Mr. Shifman's decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In addition, on November 18, 2020, the Company announced that Darwin E. Sand is retiring from the position of President of Seaboard Foods LLC effective January 1, 2021. In connection with Mr. Sand's retirement, the Company and Mr. Sand have entered into a Retirement Agreement pursuant to which the Company will pay Mr. Sand $1,896,000 (the “Severance Amount”) and the amount of his 2020 accrued bonus ($700,000), less deductions required by law, on or before December 31, 2020. The Severance Amount and accrued bonus amount are in lieu of any payments that otherwise would be owing under Mr. Sand’s Employment Agreement. The Retirement Agreement supersedes Mr. Sand's existing Employment Agreement, except that Mr. Sand will continue to be obligated to comply with certain non-compete and non-solicitation restrictive covenants contained in the Employment Agreement.
The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement. The Company will file the Retirement Agreement as an exhibit to a subsequent periodic report filed with the U.S. Securities and Exchange Commission.
Item 8.01 Other Events
On November 18, 2020, the Company issued a News Release announcing that Peter Brown joins Seaboard Foods LLC as President to succeed the current President. A copy of the News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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: November 23, 2020 | ||||||||
Seaboard Corporation | ||||||||
(Registrant) | ||||||||
By: | /s/ Robert L. Steer | |||||||
Robert L. Steer President, Chief Executive Officer | ||||||||
and Chief Financial Officer | ||||||||
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