UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PUBLIX SUPER MARKETS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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PUBLIX SUPER MARKETS, INC.
Corporate Office Mailing Address
3300 Airport RoadPublix Corporate Parkway P.O. Box 407
Lakeland, Florida 33811 Lakeland, Florida 33802
- --------------------------------------------------------------------------------
20042005 Notice of Annual Meeting of Stockholders
to be held on May 11, 2004April 12, 2005
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Publix Super
Markets, Inc., a Florida corporation (the "Company"), will be held at the
corporate office of the Company, 3300 Airport Road,Publix Corporate Parkway, Lakeland,
Florida, on Tuesday, May 11, 2004,April 12, 2005, at 9:30 a.m. for the following purposes:
1. To elect a Board of Directors;
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Accompanying the Notice of Annual Meeting of Stockholders is a Proxy Statement
and a proxy card. Whether or not you plan to attend this meeting, please vote
your shares by completing, signing, dating and promptly mailing the enclosed
proxy card in the envelope provided.
By order of the Board of Directors,
/s/ John A. Attaway, Jr.
- -------------------------------------------------
John A. Attaway, Jr.
Secretary
Lakeland, Florida
March 3, 20042, 2005
20042005 PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 8, 2004,March 11, 2005, to the
stockholders of Publix Super Markets, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on May 11, 2004,April 12, 2005, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.
VOTING SECURITIES OUTSTANDING
As of March 3, 2004,February 2, 2005, there were 180,910,540172,233,759 shares of common stock of
the Company outstanding. Each share is entitled to one vote.
Only stockholders of record as of the close of business on March 3, 2004,February 2,
2005, will be entitled to vote at the Annual Meeting of Stockholders.
VOTING PROCEDURES
A stockholder giving the enclosed proxy has the power to revoke it at any
time before it is exercised by filing a written notice of such revocation or a
duly executed proxy bearing a later date with the Secretary of the Company, at
the corporate office of the Company, 3300 Airport Road,Publix Corporate Parkway, Lakeland,
Florida 33811 or by mailing it to the Company at P.O. Box 407, Lakeland, Florida
33802-0407. The execution of the enclosed proxy will not affect a stockholder's
right to vote in person at the meeting should the stockholder later find it
convenient to attend the meeting and desire to vote in person.
The proxy cards will be tabulated by employees of the Company. A
stockholder attending in person or by proxy will be counted as part of the
quorum for the meeting, even if that person abstains or otherwise does not vote
on any matter. Directors will be electedA majority of the outstanding shares of the Company entitled to
vote, represented in person or by proxy shall constitute a quorum. The
affirmative vote of a plurality of the votes cast atis required for the meeting in
person or by proxy.election
of directors. A properly executed proxy marked "AUTHORITY WITHHELD""WITHHOLD VOTES" for the election
of all nominees for director or a particular nominee or nominees for director
will not be voted for the election of directors (if the name of onedirector nominee or more directors
is crossed out, thenominees indicated. A proxy marked
"WITHHOLD VOTES" will not be voted with respect to the director or
directors indicated) and will not be counted infor purposes of determining whether there is a
plurality
of votes exists.quorum. Any other matter submitted to a vote of the stockholders will be
approved if the votes cast in favor of the matter are greater than the votes
cast in opposition to the matter. A properly executed proxy where the authority
to vote on any such other matter is marked "AUTHORITY WITHHELD" will be
considered an abstention and will not be voted. The abstention will have the
same effect as does a share that is not present or that is otherwise not voted.
ELECTION OF DIRECTORS
The Company's By-Laws specify that the Board of Directors shall not be less
than three nor more than fifteen members. The exact number of directors shall be
fixed by resolution of the then authorized number of directors. The Board of
Directors has fixed the number of directors at ten members. The persons
designated as nominees for election as a director are Carol Jenkins Barnett,
Hoyt R. Barnett, Joan G. Buccino, William E. Crenshaw, Mark C. Hollis, Sherrill W. Hudson,
Charles H. Jenkins, Jr., Howard M. Jenkins, E. Vane McClurg, and Kelly E. Norton.Norton and
Maria A. Sastre. All nominees except Ms. Sastre are currently directors of the
Company. Mark C. Hollis is not standing for re-election to the Board of
Directors. The Company's Corporate Governance Guidelines include a general
policy that directors will not stand for re-election after reaching age 70.
Management of the Company recommends a vote FOR all the nominees. The proxies
will be voted FOR the election of the ten nominees unless the stockholder
specifies otherwise.
The term of office of the directors will be until the next annual meeting
or until their successors shall be elected and qualified. If one or more of the
nominees become unable or unwilling to serve at the time of the meeting, the
shares represented by proxy will be voted for the remaining nominees and for any
substitute nominee(s) designated by the Board of Directors or, if none, the size
of the Board will be reduced accordingly. The Board of Directors does not
anticipate that any nominee will be unavailable or unable to serve.
1
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information set forth for each of the nominees for election
to the Board of Directors includes such person's principal occupation presently
and during the last five years, other information, period of service as director
of the Company and age.
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Carol Carol Jenkins Barnett
Jenkins Chairman of the Board and President of Publix Super Markets
Barnett Charities, Inc.
(Photo) Director since 1983. Age 47.48.
Hoyt R. Hoyt R. Barnett
Barnett Vice Chairman of the Company and Trustee of the Employee Stock
(Photo) Ownership Plan since December 1999. Previously, Vice Chairman,
Trustee of the Profit Sharing Plan and Trustee of the Employee
Stock Ownership Plan to December 1999.Plan.
Director since 1985. Age 60.61.
Joan G. Joan G. Buccino
Buccino Professor of Economics since 1991 for Florida Southern College
(Photo) (Lakeland, Florida). Previously, Chair of the Social Science
Division from August 1997 to August 2003. Served as Vice
President and Interim Dean of the College during 2001. Also has
held the Dorotha C. Tanner Chair in Ethics in Business and
Economics since 1994.
Director since 2002. Age 66.67.
William E. William E. Crenshaw
Crenshaw President of the Company.
(Photo) Director since 1990. Age 53.
Mark C. Mark C. Hollis
Hollis Vice Chairman of the Board of the Company from January 1996 until
(Photo) retiring in January 1999.
Director since 1974. Age 69.
INFORMATION ABOUT NOMINEES FOR DIRECTOR (continued)54.
Sherrill Sherrill W. Hudson
W. Hudson Chairman of the Board and Chief Executive Officer of TECO Energy,
(Photo) Inc. since July 2004. Previously, Managing Partner, Deloitte &
Touche LLP, a firm of certified public accountants, Miami,
Florida from 1983
(Photo) until retiring in August 2002. He is a certified public
accountant and serves on the
Audit Committee as the Audit Committee financial expert. Also currentlyIn
addition to serving as a Director of TECO Energy, Inc., he also
currently serves as a Director of The Standard Register Company,
SportsLine.com, Inc. and MasTec, Inc.Company.
Director since 2003. Age 61.62.
2
INFORMATION ABOUT NOMINEES FOR DIRECTOR (Continued)
Charles H. Charles H. Jenkins, Jr.
Jenkins, Jr. Chief Executive Officer of the Company since May 2001.
(Photo) Previously, Chairman of the Executive Committee to June 2000,
Chairman of the Executive Committee and Chief Operating Officer
to May 2001.
Director since 1974. Age 60.61.
Howard M. Howard M. Jenkins
Jenkins Chairman of the Board of the Company since May 2001. Previously,
(Photo) Chairman of the Board and Chief Executive Officer.
Director since 1977. Age 52.53.
E. Vane E. Vane McClurg
McClurg Attorney-at-law, law firm of Hahn, McClurg, Watson, Griffith &
(Photo) Bush.
Director since 1988. Age 62.63.
Kelly E. Kelly E. Norton
Norton Independent business advisor and consultant. Previously,
(Photo) President and Chief Executive Officer of Florida Tile Industries,
Inc. (formerly Sikes Corporation) from 1982 to 1994. Also served
as a Director of Florida Tile Industries, Inc. from 1980 to 1990.
Director since 2001. Age 65.66.
Maria A. Maria A. Sastre
Sastre Vice President, International - Latin America and Asia, Sales and
(Photo) Marketing for Royal Caribbean International and Celebrity
Cruises, a unit of Royal Caribbean Cruises, Ltd., since January
2005. Previously, Vice President, Total Guest Satisfaction
Services and Vice President, Fleet Operations - Hotel for Royal
Caribbean International from April 2000 to December 2004. Ms.
Sastre held various positions with United Airlines, Inc. from
1992 to 1999. She was recommended by a non-management Director as
a nominee for Director of the Company in 2005. She also currently
serves as a Director of Darden Restaurants, Inc. and Laidlaw
International, Inc. Age 49.
Carol Jenkins Barnett and Howard M. Jenkins are siblings. Hoyt R. Barnett is the
husband of Carol Jenkins Barnett and brother-in-law of Howard M. Jenkins.
William E. Crenshaw is the nephew of Carol Jenkins Barnett and Howard M.
Jenkins. Charles H. Jenkins, Jr. is the cousin of Carol Jenkins Barnett, Howard
M. Jenkins and William E. Crenshaw.
3
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
MEETINGS
The Board of Directors held fivefour meetings during 2003.2004. All directors
attended 100% of the Company's Board of Directors meetings held in 2003.2004. In
addition, directors maintained 100% attendance at all Board Committee meetings.
The Company does not have a specific policy regarding director attendance at the
Annual Meeting of Stockholders. However, meetings of the Board of Directors are
scheduled in conjunction with the Annual Meeting of Stockholders, to facilitate
director attendance at the meeting. Allhowever, all directors attended the last Annual
Meeting of Stockholders on May 13, 2003.11, 2004. During 2003,2004, the Board of Directors
consisted of Carol Jenkins Barnett, Hoyt R. Barnett, Joan G. Buccino, William E.
Crenshaw, Mark C. Hollis, Sherrill W. Hudson, Charles H. Jenkins, Jr., Howard M.
Jenkins, Chairman, Tina P. Johnson, E. Vane McClurg and Kelly E. Norton. The Board of Directors
has determined that Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton are
independent as defined by the rules of the New York Stock Exchange.
COMMITTEES
The Board of Directors had the following committees during 2003,2004, each of
which is described below: Executive, Compensation, Audit, Corporate Governance
and Nominating.
The Executive Committee's primary responsibility is to act on behalf of the
Board of Directors between meetings of the Board. During 2003,2004, the Executive
Committee held six meetings and consisted of Hoyt R. Barnett, William E.
Crenshaw, Charles H. Jenkins, Jr., Chairman and Howard M. Jenkins.
The Compensation Committee has responsibility for reviewing and setting the
salary and benefits structure of the Company with respect to its executive
officers. During 2003, theThe Compensation Committee held four meetings. Prior to
the Annual Meeting of Stockholders on May 13, 2003, the Compensation Committee
held one meeting and consisted of Mark C. Hollis, Howard M. Jenkins, Chairman
and Kelly E. Norton. Subsequent to the Annual Meeting of Stockholders on May 13,
2003,operates under a written charter. During
2004, the Compensation Committee held three meetings and consisted of Joan G.
Buccino, Sherrill W. Hudson and Kelly E. Norton, Chairman, all of whom are
independent as defined by the rules of the New York Stock Exchange.
The Audit Committee has responsibility to the Board of Directors for
assessing the processes related to the Company's risksrisk and control environment,
overseeing the financial reporting and evaluating the internal and independent
audit processes. The Audit Committee operates pursuant tounder a written charter, a copy of
which is attached.was attached as an appendix to the 2004 Proxy Statement. During 2003,2004, the
Audit Committee held five meetings. Prior to
the Annual Meeting of Stockholders on May 13, 2003, the Audit Committee held
three meetings and consisted of Joan G. Buccino, Mark C. Hollis, Sherrill W.
Hudson, E. Vane McClurg and Kelly E. Norton, Chairman. Subsequent to the Annual
Meeting of Stockholders on May 13, 2003, the Audit Committee held two meetings and consisted of Joan G. Buccino, Sherrill W.
Hudson, Chairman and Kelly E. Norton, all of whom are independent as defined by
Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the New York
Stock Exchange. Mr. Hudson serves as the Audit Committee financial expert.
The Corporate Governance Committee has responsibility for reviewing and
reporting to the Board of Directors on matters of corporate governance such as
practices, policies and procedures affecting directors and the Board's
operations and effectiveness. The Corporate Governance Committee operates under
a written charter. During 2003,2004, the Corporate Governance Committee held eight meetings. Prior to the Annual Meeting of Stockholders on May 13,
2003, the Corporate Governance Committee held four meetings and consisted of
Joan G. Buccino, Mark C. Hollis, E. Vane McClurg, Chairman and Kelly E. Norton.
Subsequent to the Annual Meeting of Stockholders on May 13, 2003, the Corporate
Governance Committee held foursix
meetings and consisted of Joan G. Buccino, Sherrill W. Hudson, E. Vane McClurg,
Chairman and Kelly E. Norton, a majority of whom are independent as defined by
the rules of the New York Stock Exchange and all of whom are outside directors
as defined by the Company's Corporate Governance Guidelines.
The Nominating Committee has responsibility for reviewing and reporting to
the Board of Directors on matters of Board nominations. This includes reviewing
potential candidates and proposing nominees to the Board of Directors. The
Nominating Committee operates pursuant tounder a written charter, a copy of which is
attached.was
attached as an appendix to the 2004 Proxy Statement. During 2003,2004, the Nominating
Committee held two meetings. Prior to the
Annual Meeting of Stockholders on May 13, 2003, the Nominating Committee held
one meeting and consisted of Hoyt R. Barnett, Mark C. Hollis, Chairman, Howard
M. Jenkins and E. Vane McClurg. Subsequent to the Annual Meeting of Stockholders
on May 13, 2003, the Nominating Committee held one meetingthree meetings and consisted of Hoyt R. Barnett, Chairman, Mark
C. Hollis, Howard M. Jenkins and E. Vane McClurg. The Nominating Committee
members are not independent as defined by the rules of the New York Stock
Exchange. In the opinion of the Board, each Nominating Committee member has the
ability to make objective decisions independent of the interests of management.
4
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES (Continued)
The Company has no specific policy regarding the consideration of any
director candidates recommended by stockholders. However, the Nominating
Committee considers suggestions for director candidates from several sources,
including stockholders. In general, candidates must meet minimum qualifications
for directors as set forth in the Company's Corporate Governance Guidelines. The
candidates also must have any additional qualifications identified by the
Nominating Committee as may be currently required to maintain the appropriate
balance of knowledge, experience and expertise on the Board of Directors.
Candidate suggestions, together with appropriate biographical information,
should be sent to the Chairman of the Nominating Committee, c/o Secretary,
Publix Super Markets, Inc., P.O. Box 407, Lakeland, Florida, 33802-0407.
In evaluating candidates for the Board of Directors, the Nominating
Committee considers that it is the Board of Directors' objective to maintain a
balance of business experience in order to maximize the effectiveness of the
Board of Directors. The Nominating Committee also considers the specific skills
necessary for candidates to effectively participate on certain Board committees.
The candidates should possess the highest personal and professional ethics,
integrity and values, and be committed to representing the long-term interests
of the stockholders. In addition, selection criteria may include, but not
necessarily be limited to:
o No conflict of interest;
o Willingness to devote adequate time and effort to Board responsibilities;
o Ability to work with current Board of Directors;
o Ability to assess corporate strategy;
o Willingness to provide management oversight;
o Broad business experience, judgment and leadership;
o Significant years of management experience in a senior policy-making
position;
o Knowledge of the supermarket business or other retail business; and
o Knowledge of business trends, including, but not limited to, relevant
regulatory affairs.
COMMUNICATION WITH DIRECTORS
Any stockholder or other party interested in communicating with the Board
of Directors, as a group, or an individual member of the Board of Directors may
do so by writing c/o Secretary, Publix Super Markets, Inc., P.O. Box 407,
Lakeland, Florida, 33802-0407. All communications to the Board of Directors or a
specified individual director will be provided to the Board of Directors, or the
specified individual director, at the next Board meeting following receipt of
the communication. However, if the Secretary determines the nature of the
communication requires the immediate attention of the Board of Directors or the
specified individual director the communication will be provided as soon as
reasonably possible.
COMPENSATION OF DIRECTORS
Non-employee directors receive a quarterly retainer of $10,000 for serving
on the Board of Directors. Beginning in 2003, members of the Audit Committee
also received an additional quarterly retainer of $2,500 for serving on the
Audit Committee. The Company has a Non-Employee Directors Stock Purchase Plan
for the benefit of eligible directors. Under the plan, non-employee directors
may purchase shares of the Company's common stock at the current fair market
value during specific time periods directly from the Company. The provisions of
this plan are generally the same as the provisions of the Employee Stock
Purchase Plan.
5
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information about the shares of the
Company's common stock beneficially owned as of March 3, 2004,February 2, 2005, by each of the
Company's nominees for director, each executive officer named in the Summary
Compensation Table and all directors and executive officers as a group.
Additionally, the table includes the persons (including any group deemed a
"person" under Section 13(d)(3)Rule 13d-3 of the Securities Exchange Act of 1934)1934 (the "Act")
known by the Company to be a beneficial owner of more than 5% of the Company's
outstanding common stock.
Number of Shares of Common
Stock Beneficially Percent
Name of Beneficial Owner Owned as of March 3, 2004February 2, 2005 (1) of Class
- --------------------------------------------------------------------------------
Carol Jenkins Barnett 9,951,5439,883,404 (2) 5.505.74
Hoyt R. Barnett 57,535,83953,748,604 (3) 31.8031.21
Joan G. Buccino 2,2902,190 *
William E. Crenshaw 593,515 *
Mark C. Hollis 1,347,538570,963 (4) *
Sherrill W. Hudson 1,500 (5) *
Charles H. Jenkins, Jr. 1,604,8701,559,015 (6) *
Howard M. Jenkins 6,473,251 (5) 3.58(7) 3.76
E. Vane McClurg 1,151,769 (6)1,125,644 (8) *
Kelly E. Norton 2,6252,825 *
Maria A. Sastre - -
James J. Lobinsky 67,488 (7)67,588 (9) *
David P. Phillips 47,214 (10) *
Employee Stock Ownership Plan 56,269,636 31.1052,511,266 30.49
All directors and executive
officers as a group (36) 85,598,757 (8) 47.3273,900,541 (11) 42.91
SunTrust Bank 9,898,809 (12) 5.75
Nancy E. Jenkins 11,606,389 (9) 6.429,549,509 (13) 5.54
* Shares represent less than 1% of common stock.
Note references are explained on page 7.pages 7 and 8.
6
(1) As used in the table on the preceding page, "beneficial ownership" means
the sole or shared voting or investment power with respect to the Company's
common stock. Unless otherwise indicated, the individual has sole voting
and investment power with respect to the shares shown as beneficially
owned. For participants in the Company's Employee Stock Ownership Plan (ESOP)(the
"ESOP"), holdings include shares allocated to their individual ESOP
accounts, over which each participant exercises sole voting power and
shared investment power. In accordance with the beneficial ownership
regulations, the same shares of common stock may be included as
beneficially owned by more than one individual or entity. The address for
all beneficial owners except SunTrust Bank is 3300 Airport Road,Publix Corporate
Parkway, Lakeland, Florida 33811 with a mailing address of P.O. Box 407,
Lakeland, Florida 33802-0407. The address for SunTrust Bank is 303
Peachtree Street, Suite 1500, Atlanta, Georgia 30308.
(2) Includes 1,164,382Carol Jenkins Barnett has sole voting and investment power over 3,022
shares of common stock which are held indirectly and shared voting and
investment power over 9,880,382 shares of common stock pursuant to Rule
13d-3(d)(1) under the Act which are held indirectly in trusts. Total shares
beneficially owned include 1,135,517 shares of common stock also shown as
beneficially owned by Carol Jenkins Barnett'sher husband, Hoyt R. Barnett, but excludesexclude all other
shares beneficially owned by Hoyt R. Barnett, as to which Carol Jenkins
Barnett disclaims beneficial ownership. Total shares beneficially owned
also include 8,744,865 shares of common stock also shown as beneficially
owned by SunTrust Bank who has sole voting and investment power under the
terms of a trust.
(3) Hoyt R. Barnett is Trustee of the ESOP which is the record owner of
56,269,63652,511,266 shares of common stock over which he has shared investment
power. As Trustee, Hoyt R. Barnett exercises sole voting power over
920,9081,154,989 shares of common stock in the ESOP because such shares have not
been allocated to participants' accounts. For ESOP shares allocated to
participants' accounts, Hoyt R. Barnett will vote the shares as instructed
by participants. Additionally, Hoyt R. Barnett will vote the ESOP shares
for which no instruction is received. Hoyt R. Barnett has shared voting and
investment power over 1,237,338 shares of common stock pursuant to Rule
13d-3(d)(1) under the Act which are held indirectly in trusts. Total shares
beneficially owned include 1,164,3821,135,517 shares of common stock also shown as
beneficially owned by his wife, Carol Jenkins Barnett, but exclude all
other shares beneficially owned by Carol Jenkins Barnett, as to which Hoyt
R. Barnett disclaims beneficial ownership.
(4) Mark C. HollisWilliam E. Crenshaw has sole voting and investment power over 529,886
shares of common stock which are held directly, sole voting and shared
investment power over 32,221 shares of common stock which are held
indirectly and shared voting and investment power over these8,856 shares of
common stock.
(5) Sherrill W. Hudson has sole voting and investment power over 500 shares of
common stock which are held directly and shared voting and investment power
over 1,000 shares of common stock.
(6) Charles H. Jenkins, Jr. has sole voting and investment power over 1,111,340
shares of common stock which are held directly, sole voting and shared
investment power over 63,054 shares of common stock which are held
indirectly, and shared voting and investment power over 384,621 shares of
common stock.
(7) Howard M. Jenkins has sole voting and investment power over 2,278,504664,740 shares
of common stock which are held directly, sole voting and investment power
over 162,713162,103 shares of common stock which are held indirectly in trusts,
sole voting and shared investment power over 38,018 shares of common stock
which are held indirectly, and shared voting and investment power over
5,608,390 shares of common stock which are held indirectly.
(8) E. Vane McClurg has sole voting and investment power over 15,000 shares of
common stock which are held indirectly and shared voting and investment
power over 1,110,644 shares of common stock pursuant to Rule 13d-3(d)(1)
under the Act which are held indirectly in a trust. Total shares
beneficially owned by E. Vane McClurg exclude 10,000 shares of common stock
owned by his wife, as to which E. Vane McClurg disclaims beneficial
ownership.
7
(9) James J. Lobinsky has sole voting and investment power over 100 shares of
common stock which are held directly, sole voting and shared investment
power over 47,338 shares of common stock which are held indirectly, and
shared voting and investment power over 20,150 shares of common stock.
(10) David P. Phillips has sole voting and investment power over 27,020 shares
of common stock which are held directly, sole voting and investment power
over 3,405 shares of common stock which are held indirectly, sole voting
and shared investment power over 38,01810,789 shares of common stock which are
held indirectly, and shared voting and investment power over 3,994,0166,000 shares
which are held
indirectly.
(6) Total shares beneficially owned by E. Vane McClurg exclude 10,000 shares
owned by E. Vane McClurg's wife, as to which he disclaims beneficial
ownership.
(7)of common stock.
(11) Includes 18,95052,511,266 shares of common stock over which James J. Lobinsky has
shared voting and investment power.
(8) Includes 56,269,636 shares of common stock (31.10%(30.49%) in the ESOP over which
Hoyt R. Barnett is Trustee as described in note (3). As a group, the
directors and 7,696,142executive officers have shared voting and investment power
over 18,597,256 shares of common stock.
(12) SunTrust Bank has sole voting and investment power over 9,867,964 shares of
common stock (4.25%)which are held in the 401(k) Plan - Publix Stock Fundtrusts and shared voting and investment
power over 30,845 shares of common stock which Tina
P. Johnson is Trusteeare held in trusts. Shares
beneficially owned with sole voting and investment power include 8,744,865
shares of common stock also shown as beneficially owned by Carol Jenkins
Barnett who has shared voting and investment power.
(9)power pursuant to Rule
13d-3(d)(1) under the Act.
(13) Nancy E. Jenkins is co-trusteehas sole voting and investment power over 9,427,558 shares
of a trustcommon stock which is the record owner ofare held indirectly and shared voting and investment
power over 121,951 shares of common stock over which she has shared voting and
investment power.are held indirectly. She is
the sister of Howard M. Jenkins and Carol Jenkins Barnett, aunt of William
E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt R.
Barnett.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934, certain officers,
directors and stockholders of the Company are required to file reports of stock
ownership and changes therein with the Securities and Exchange Commission. The
Company believes that its officers, directors and stockholders complied with the
Section 16 filing requirements except as noted below. A report filed by the
following person did not reflect his indirect beneficial ownership of certain
shares or changes therein: E. Vane McClurg (one Form 4). Upon learning of the
omission, Mr. McClurg promptly filed the necessary report to reflect the
required information.requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2003,2004, the Company purchased approximately $2,244,000$2,185,000 of food
products from Alma Food Imports, Inc., a company owned by Julia Jenkins
Fancelli, sister of Howard M. Jenkins, Carol Jenkins Barnett and Nancy E.
Jenkins, aunt of William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and
sister-in-law of Hoyt R. Barnett.
During 2003,2004, the Company paid approximately $457,000$352,000 to the law firm of
Hahn, McClurg, Watson, Griffith & Bush for legal services. E. Vane McClurg is a
director and continues to provide legal services to the Company.
In the opinion of management, the terms of the foregoing transactions are
no less favorable than terms that could have been obtained from unaffiliated
parties.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation Committee members, prior to the Annual Meeting of Stockholders on
May 13, 2003, who were all directors of the Company
during 2003,2004, include: Mark
C. Hollis, Howard M. Jenkins, Chairman and Kelly E. Norton. Howard M. Jenkins is
Chairman of the Board of the Company. Subsequent to the Annual Meeting of
Stockholders on May 13, 2003, the Compensation Committee consisted of Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton,
Chairman, who were all
directors of the Company during 2003.Chairman. There were no interlocks of the executive officers or directors of the
Company serving on the compensation or equivalent committee of another entity
which has any executive officer or director serving on the Compensation
Committee, other committee or Board of Directors of the Company.
During 2003, the Company purchased approximately $2,244,000 of food products
from Alma Food Imports, Inc., a company owned by Julia Jenkins Fancelli, sister
of Howard M. Jenkins, Carol Jenkins Barnett and Nancy E. Jenkins, aunt of
William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt
R. Barnett.8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has responsibility for reviewing and setting the
salary and benefits structure of the Company with respect to its executive
officers. The compensation for the named executive officers, including the Chief
Executive Officer (CEO), includes a base salary and an incentive bonus.
The factors considered in determining the base salary include: (1) the
overall level of responsibility and the relationship to compensation levels of
the Company's management, (2) the compensation levels of supermarket chains in
the Company's Peer Group Index, taking into account the size and financial
performance of the Company, (3) anticipated competitive operating conditions and
(4) overall economic conditions. Charles H. Jenkins, Jr.'s annual base salary
was increased by approximately 8.7%10.6% to $485,825.$537,550. This increase was heavily
influenced by factor (2) above, the compensation levels of supermarket chains in
the Company's Peer Group Index, taking into account the size and financial
performance of the Company. The most recently available base salaries of the
CEOs in the Company's Peer Group Index range from $560,000 to $1,288,000.$1,300,000. The
lowest CEO base salary is for a supermarket chain with approximately $2 billion
in sales. The financial performance of the Company has been significantly better
than the performance of thesethe supermarket chains.chains in the Company's Peer Group
Index.
Bonuses are paid generally once per year in the year following the year
earned. The incentive bonus plan covers approximately 375 management employees.
Under the plan, a
bonus pool is established using the current fiscal year earnings before income
taxes andThe Company's incentive bonus ofplan is based on a target bonus equal to two
months pay for all full incentive bonus participants (participants generally
transition in to the incentive bonus over a two year period). The formula for
the incentive bonus plan is based on the Company as compared with the prior year. This
pool is adjusted upward or downward to reflect actualachieving its sales resultsand profit
goals for the fiscal year in comparisonand thus paying the target bonus. The incentive bonus
would be more or less than the target bonus based on the Company's actual
results compared to aits sales goal.and profit goals. There is no incentive bonus
unless greater than 80% of the target profit is achieved. In general, the bonus
pool is allocated among the participating management employees, including the
named executive officers, according to their relative base compensation amounts
paid to them during the calendar year.year for which the incentive bonus is being
paid. The bonuses are earnedcompensate the management employees for employmenttheir services during
the calendar year and an employee must be employed at the end of the calendar
year to participate in the bonus. Although the Company has a defined method for
calculating the incentive bonus, the Company's Executive Committee retains the
right to alter or discontinue the incentive bonus plan at its discretion at any
time, for all or any participating employees except for the Company's executive
officers. Any changes to the incentive bonus plan for all or any of the
executive officers isare at the discretion of the Compensation Committee. For
fiscal 2004, based on the application of the parameters of the incentive bonus
plan, the Compensation Committee awarded Charles H. Jenkins, Jr. the bonus of
$176,381 as set forth in the following Summary Compensation Table.
The compensation earned by the executive officers named in the following
tableSummary Compensation Table ranks at or near the bottom of compensation earned by
comparable positions among the peer group supermarket chains in the Company's
Peer Group Index included in the performance graphs on pages 1113 and 12.14.
This report is submitted by the following members of the Compensation
Committee at the end of 2003:2004: Joan G. Buccino, Sherrill W. Hudson, and Kelly E.
Norton, Chairman.
9
EXECUTIVE COMPENSATION
The following table summarizes the compensation earned by the Company's CEO
and the Company's four most highly compensated executive officers other than the
CEO who were serving as executive officers at the end of 20032004 and for services
rendered in all capacities to the Company during the years ended 2004, 2003 2002 and
2001:2002:
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------- ---------------------- -------
Other
Annual Restricted All Other
Name and Principal Position Compen- Stock Options/ LTIP Compen-
( ) Years of Service Year Salary Bonus (1) Total sation Award SARs(#)SARs (#) Payouts sation (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Charles H. Jenkins, Jr. (34) 2003 $485,825 $58,242 $544,067(35) 2004 $537,550 $176,381 $713,931 - - - - $19,985$22,132
Chief Executive Officer 2003 485,825 58,242 544,067 - - - - 19,985
and Director 2002 447,000 94,790 541,790 - - - - 21,041
and Director 2001 413,000 53,093 466,093William E. Crenshaw (30) 2004 $443,000 $145,357 $588,357 - - - - 18,783
William E. Crenshaw (29)$22,132
President and Director 2003 $405,600 $48,624 $454,224405,600 48,624 454,224 - - - - $19,985
President and Director19,985
2002 375,800 79,692 455,492 - - - - 21,041
2001 355,400 45,688 401,088David P. Phillips (20) 2004 $352,000 $115,498 $467,498 - - - - 18,783
David P. Phillips (19)$22,132
Chief Financial Officer 2003 $305,000 $36,564 $341,564305,000 36,564 341,564 - - - - $19,985
Chief Financial Officer19,985
and Treasurer 2002 254,000 53,863 307,863 - - - - 21,041
and Treasurer 2001 233,700 30,043 263,743Hoyt R. Barnett (36) 2004 $297,750 $ 97,698 $395,448 - - - - 18,783
Hoyt R. Barnett (35)$22,132
Vice Chairman and Director 2003 $287,625 $34,481 $322,106287,625 34,481 322,106 - - - - $19,985
Vice Chairman and Director19,985
2002 287,625 60,993 348,618 - - - - 21,041
2001 287,625 36,975 324,600James J. Lobinsky (48) 2004 $278,000 $ 91,217 $369,217 - - - - 18,783
James J. Lobinsky (47)$22,132
Senior Vice President 2003 $255,180 $30,592 $285,772255,180 30,592 285,772 - - - - $19,985
Senior Vice President19,985
2002 240,755 51,054 291,809 - - - - 21,041
2001 228,300 29,349 257,649 - - - - 18,783
(1) Amounts in this column include bonuses earned in the applicable year but
paid in a subsequent year.
(2) Amounts in this column include the Company's contribution to the ESOP and
the 401(k) Plan.
10
OTHER COMPENSATION
The Company has a trusteed, noncontributory defined contribution plan, the
ESOP, for the benefit of eligible employees. The amount of the Company's
discretionary contribution to the ESOP is determined annually by the Board of
Directors and can be made in Company common stock or cash. The Company's
contribution to this plan is allocated to all participants on the basis of
compensation and the plan does not discriminate, in scope, terms, or operation,
in favor of officers or directors of the Company. Amounts earned for 2004, 2003
2002 and 20012002 under the plan by the CEO and the four most highly compensated
executive officers other than the CEO are listed in the Summary Compensation
Table.
The Company has a 401(k) plan for the benefit of eligible employees. The
401(k) plan is a voluntary defined contribution plan. Eligible employees may
contribute up to 10% of their eligible annual compensation, (8% prior to January 1, 2002),
subject to the
maximum contribution limits established by Federal law. The Company may make a
discretionary annual matching contribution to eligible participants of this plan
as determined by the Board of Directors. During 2004, 2003 2002 and 2001,2002, the Board
of Directors approved a match of 50% of eligible contributions up to 3% of
eligible wages, not to exceed a maximum match of $750 per employee. The match,
which is determined as of the last day of the plan year and paid in the
subsequent year, is in common stock of the Company. The plan does not
discriminate, in scope, terms, or operation, in favor of officers or directors
of the Company. The match earned for 2004, 2003 and 2002 under the plan by the
CEO and the four most highly compensated executive officers other than the CEO
are listed in the Summary Compensation Table.
The Company's group health and dental insurance plans are available to
eligible full-time and part-time employees and the group life insurance plan and
long-term disability plan are available to eligible full-time employees. These
plans do not discriminate, in scope, terms, or operation, in favor of officers
or directors of the Company.
All compensation paid to executive officers during 2003,2004, other than cash
and compensation pursuant to the plans described above, does not exceed the
minimum amounts required to be reported pursuant to the Securities and Exchange
Commission rules.
AUDIT COMMITTEE REPORT
At the end of 2003,2004, the Audit Committee of the Company's Board of Directors
was comprised of three Board members who were not involved in the current
management of the Company. The Audit Committee members are independent as
defined by the rules of the New York Stock Exchange.
The roles and responsibilities of the Audit Committee are set forth in a
written Chartercharter adopted by the Board of Directors. A copy of the Charter,charter was
attached as revised on
November 10, 2003, is included with thisan appendix to the 2004 Proxy Statement as Appendix A.Statement. The Audit Committee reviews
and reassesses the Chartercharter annually and recommends any changes to the Board of
Directors for approval.
Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent auditors areregistered public
accounting firm is responsible for performing an independent audit of the
Company's consolidated financial statements and an audit of the Company's
internal control over financial reporting in accordance with auditingthe standards generally accepted inof
the United States of America.Public Company Accounting Oversight Board (United States). The Audit
Committee monitors and oversees these processes as described in the Audit
Committee Charter.charter.
The Audit Committee reviewed and discussed with management and the
Company's independent auditorsregistered public accounting firm the Company's audited
consolidated financial statements for the fiscal year ended December 27, 2003.25, 2004.
The Audit Committee also discussed with the Company's independent auditorsregistered
public accounting firm the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees. The Audit
Committee received the written disclosures and the letter from the Company's
independent auditorsregistered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, and
discussed with the auditors the firm'sindependent registered public accounting firm its
independence.
Based upon the review and discussions referred to in the preceding
paragraph, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 27, 2003,25, 2004, for filing with
the Securities and Exchange Commission.
This report is submitted by the following members of the Audit Committee at
the end of 2003:2004: Joan G. Buccino, Sherrill W. Hudson, Chairman, and Kelly E.
Norton.
11
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG LLP was the Company's independent auditorsregistered public
accounting firm during 2003.2004. The Audit Committee will make its recommendation to
the Board of Directors as to the Company's auditorsindependent registered public
accounting firm for 20042005 later this year.
Representatives of KPMG LLP will be present at the meeting with an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
The fees billed byof the Company's independent auditors,registered public accounting firm,
KPMG LLP, for the indicated services performed duringfor the fiscal years ended
December 27, 200325, 2004 and December 28, 2002,27, 2003, were as follows:
2004 2003 2002
---- ----
(Amounts are in thousands)
Audit fees (1) $336 332$1,103 336
Audit-related fees (2) 41 23 17
Tax fees (3) 95 78 237
All other fees - -
------ --
------ ---
$437 586
====$1,239 437
====== ===
Note references are explained on page 11.
(1) Fees for audit services include fees associated with the annual audit of
the Company's financial statements, reviewannual audit of the Company's internal
control over financial reporting and reviews of the Company's quarterly
financial statements andstatements. The increase in audit services provided in connection with other
statutory or regulatory filings.fees for 2004 was primarily due
to the audit of the internal control over financial reporting as required
by the Sarbanes-Oxley Act of 2002.
(2) Fees for audit-related services primarily include fees associated with the
annual audit of employee benefit plans.plans and other audit services.
(3) Fees for tax services include fees associated with tax compliance, tax
advice and tax planning.
The Audit Committee has reviewed and discussed the fees paid toof KPMG LLP during
the last fiscal year for audit and non-audit services and has determined that
the provision of the non-audit services are compatible with the firm's
independence.
Under its Charter,charter and in accordance with the Audit Committee Pre-Approval
Policy adopted in 2003, the Audit Committee must pre-approve all engagements of
the Company's independent auditors. At its May 6, 2003 meeting, the Audit Committee
adopted an Audit Committee Pre-Approval Policy.registered public accounting firm. The Audit Committee
Pre-Approval Policy provides that the Audit Committee is required to pre-approve
all audit and non-audit services performed by the independent auditorregistered public
accounting firm in order to assure that the provision of such services will not
impair the auditor'sits independence. The Audit Committee has delegated the Chairman of
the Audit Committee the authority to evaluate and approve engagements on behalf
of the Audit Committee in the event that the need for pre-approval arises
between Audit Committee meetings. If the Chairman approves any such engagements,
he will report that approval to the Audit Committee at its next meeting. Since May 6, 2003,During
2004, each new engagement of the independent auditorregistered public accounting firm
was approved in accordance with the policy.
12
PERFORMANCE GRAPHS
The following performance graph sets forth the Company's cumulative total
stockholder return during the five years ended December 27, 2003,25, 2004, with the
cumulative total return on the S&P 500 Index and a custom Peer Group Index
including companies in the same line of business (supermarket retail
companies)(1). The Peer Group Index is weighted based on the various companies'
market capitalization. The comparison assumes $100 was invested at the end of
19981999 in the Company's common stock and in each of the related indices and
assumes reinvestment of dividends.
The Company's common stock is valued as of the end of each fiscal quarter.
After the end of a quarter, however, shares continue to be traded at the prior
valuation until the new valuation is received. The cumulative total return for
the companies represented in the S&P 500 Index and the custom Peer Group Index
is based on those companies' calendar year end trading price. Therefore, the
Company has provided a performance graph based on the Company's fiscal year end
valuation (rather than the trading price at fiscal year end, representing the
appraised value as of the prior fiscal quarter). For comparative purposes,
additional information is provided based on the fiscal year end trading price of
the Company's shares.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END VALUATION
1998 1999 2000 2001 2002 2003 2004
------------------------------------------------------------------
PUBLIX $100.00 97.23 104.87 89.70 84.86 114.73107.86 92.26 87.28 118.00 147.90
S&P 500 100.00 121.04 110.02 98.75 75.69 96.4890.90 81.58 62.53 79.71 89.54
PEER GROUP 100.00 61.84 79.45 64.76 40.98 46.46128.49 104.72 66.28 75.14 77.26
Note reference is explained on page 14.
13
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END TRADING PRICE
1998 1999 2000 2001 2002 2003 2004
------------------------------------------------------------------
PUBLIX $100.00 109.05 115.86 101.74 92.50 117.49106.24 93.29 84.82 107.74 136.71
S&P 500 100.00 121.04 110.02 98.75 75.69 96.4890.90 81.58 62.53 79.71 89.54
PEER GROUP 100.00 61.84 79.45 64.76 40.98 46.46128.49 104.72 66.28 75.14 77.26
(1) Companies included in the peer group are: A&P, Albertson's, Brunos
(included through December 1999, no longer publicly traded), Delhaize
America (formerly(Delhaize America was formerly Food Lion and was included through
December 2000 as it became a part of the Delhaize Group in April 2001), Hannaford Bros. (acquired by Delhaize
America in July 2000),
Kroger, Safeway, Weis Markets and Winn-Dixie. Peer group companies that
have been acquired are included in the performance graphs for all full
years prior to their acquisition.
14
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 20052006 Annual
Meeting of Stockholders must be received at the Company's corporate office prior
to December 9, 2004,November 10, 2005, for consideration for inclusion in the Proxy Statement
relating to that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
At the date of this Proxy Statement, the Board of Directors knows of no
matter other than the matters described herein that will be presented for
consideration at the meeting. However, if any other business shall properly come
before the meeting, all proxies signed and returned by stockholders will be
voted in accordance with the best judgment of the persons voting the proxies.
By order of the Board of Directors,
/s/ John A. Attaway, Jr.
- ------------------------
John A. Attaway, Jr.
Secretary
Lakeland, Florida
March 3, 20042, 2005
The Company will provide, free of charge, a copy of itsCompany's annual report to the Securities and Exchange Commission, Form
10-K, for the fiscal year ended December 27, 2003, upon the written request of any stockholder25, 2004, is being mailed with this
proxy statement to stockholders of record orand beneficial ownerowners as of the close
of business on March 3, 2004. Requests for such
reports should be directed to John A. Attaway, Jr., Secretary, Publix Super
Markets, Inc., P.O. Box 407, Lakeland, Florida 33802-0407. The aboveFebruary 2, 2005. This report may also be obtained
electronically, free of charge, through the Company's website. The Company's
website address is http://www.publix.com/stock.
---------------------------
15
AUDIT COMMITTEE CHARTER (Effective November 10, 2003) APPENDIX A
PURPOSE
This Audit Committee Charter sets forth the duties and responsibilitiesPUBLIX SUPER MARKETS, INC.
Annual Meeting of the
Audit Committee (the "Committee") ofStockholders
April 12, 2005 at 9:30 a.m.
Publix Corporate Office, 3300 Publix Corporate Parkway
Lakeland, Florida 33811
The Publix Super Markets, Inc. (the "Company").
The Committee is appointedBoard of Directors recommends a vote FOR the
nominees listed in Item 1 of this proxy. You are encouraged to specify your
choice by marking the appropriate box, but you need not mark any boxes if you
wish to vote in accordance with the Board of Directors (the "Board") of the
Company to assist the Board in fulfilling its oversight responsibilities with
respect to matters involving the accounting, financial reporting and internal
control functions of the Company. This includes assisting the Board in
overseeing
o the integrity of the Company's financial statements
o the adequacy of the Company's system of internal controls, including
disclosure controls and procedures
o the independent auditor's qualifications, independence, and performance
o the performance of the Company's internal audit function and
o the Company's compliance with legal and regulatory requirements.
In addition, the Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the "Commission") to be included in the
Company's proxy statement.
MEMBERSHIPDirectors' recommendation. The Committee is composed of at least three Board members who meet the
definition of Independent Director. An Independent Director is a director who
meets the independence definition set forth in the Company's Corporate
Governance Guidelines.
Committee members are appointed by the Board at its annual organizational
meeting to serve a term of one year. The Board appoints the Committee
Chairperson.
MEMBER SKILLS AND TRAINING
Committee members shall have
o an inquiring attitude, objectivity, and sound judgment
o knowledge of the primary industry in which the Company operates
o a working familiarity with financial statements and basic finance and
accounting practices or shall at the time of appointment undertake training
for that purpose and
o the ability to understand key business and financial controls and related
control processes.
At least one Committee member shall be a financial expert as that term is
defined by the rules of the Commission.
All Committee members are encouraged to enhance their familiarity with finance
and accounting by participating in educational programs conducted by the Company
or an outside organization.
MEETINGS
The Committee shall meet at least four times annually or as often as necessary
to carry out its responsibilities. The Committee Chairperson shall prepare
and/or approve an agenda in advance of each meeting. As part of its
responsibility to foster open communication, the Committee shall meet with
management, internal audit, and the independent auditor in separate sessions to
discuss any matters that the Committee or these groups believe should be
discussed. In addition, the Committee shall meet quarterly with management,
internal audit, and the independent auditor to review the financial information
included in the Company's Form 10-Q or Form 10-K and proxy statement prior to
their filing. The Committee may request any employees of the Company or any
outside advisors to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. Any meeting may be conducted
telephonically.
AUTHORITY
The Committee shall have the authority to engage in any activity, take any
action or authorize any investigation appropriate to fulfilling its
responsibilities. The Committee shall also have direct access to the internal
and independent auditor, in-house and outside counsel and other staff in order
to carry out the proper performance of its duties.
CORE RESPONSIBILITIES
The Committee has the following core responsibilities:
o assessing the processes related to the Company's risks and control
environment
o overseeing financial reporting
o overseeing the independent audit process
o overseeing the internal audit process and
o overseeing compliance with legal and regulatory requirements.
To accomplish these, the Committee shall establish and maintain free and open
communication between the Board, the independent auditor, internal audit and the
management of the Company.
LIMITATIONS
The Committee relies on the expertise and knowledge of management, internal
audit, and the independent auditor in carrying out its oversight
responsibilities. Management is responsible for determining the Company's
financial statements are complete, accurate, and in accordance with generally
accepted accounting principles (GAAP). The independent auditor is responsible
for auditing the Company's financial statements. While the Committee has the
authority and responsibilities set forth in this Charter, the Committee is not
responsible for planning or conducting audits, determining the Company's
financial statements are complete, accurate, and in accordance with GAAP,
conducting investigations, or assuring compliance with laws, regulations, and
the Company's internal policies, procedures, and controls.
ASSESSING RISKS AND THE CONTROL ENVIRONMENT
The Committee shall fulfill its responsibility for assessing the processes
related to the Company's risks and the control environment by performing these
activities.
1. Encourage management to foster an atmosphere that supports a strong control
environment.
2. Review and assess management's processes for identifying, analyzing, and
minimizing significant risks and exposures to the Company.
3. Review with management the significant risks and exposures to the Company
and their impact or potential impact on the financial statements.
4. Review with management, internal audit, and the independent auditor the
adequacy of the Company's internal control environment and controls in areas
representing significant financial and business risk.
5. Review any disclosures made to the Audit Committee by the Company's Chief
Executive Officer and Chief Financial Officer during their certification
process for the Form 10-K and Form 10-Q about any significant deficiencies
or material weaknesses in the design or operation of internal controls.
6. Review and monitor policies of corporate conduct.
7. Review and monitor a process for the receipt, retention, and treatment of
complaints received by the Company regarding accounting or auditing matters
and for the confidential, anonymous submission by associates of concerns
regarding accounting or auditing matters.
OVERSEEING FINANCIAL REPORTING
The Committee shall fulfill its responsibility for overseeing financial
reporting by performing these activities.
1. Review and discuss with management, internal audit, and the independent
auditor significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.
2. Review and discuss with management, internal audit, and the independent
auditor the Company's critical accounting policies and practices and the
appropriateness of any changes in critical accounting policies and
practices.
3. Review with management, internal audit, and the independent auditor the
independent auditor's judgments about the quality, not just the
acceptability, of the Company's critical accounting policies and practices
as applied in its financial reporting. This includes any alternative GAAP
treatments that were discussed with management, ramifications of those
treatments, the auditor's preferred treatment, and any material written
communications with management.
4. Review and assess the appropriateness of significant conflicts of interests
and related-party transactions.
5. Review and discuss with management, internal audit, and the independent
auditor the effect of applicable regulatory initiatives and accounting
pronouncements on the Company.
6. Prior to filing the Company's Form 10-Q with the Commission, review and
discuss with management, internal audit, and the independent auditor the
Company's quarterly financial information, including the independent
auditor's review of the quarterly financial statements, the disclosure
assessment process and the Chief Executive Officer and Chief Financial
Officer certification of the financial statements.
7. Prior to filing the Company's Form 10-K with the Commission, review and
discuss with management, internal audit, and the independent auditor
o the audited financial statements, including disclosures made in management's
discussion and analysis
o the Company's Form 10-K and proxy statement, including the audited financial
statements, related footnotes, the disclosure assessment process and the
Chief Executive Officer and Chief Financial Officer certification of the
financial statements
o the independent auditor's audit and related opinion on the financial
statements
o the independent auditor's findings and recommendations related to the
Company's internal control structure and other related matters and
o other matters to be discussed in accordance with Statement on Auditing
Standards No. 61 related to the conduct of the audit.
8. Recommend to the Board whether the audited financial statements should be
included in the Company's Form 10-K.
OVERSEEING THE INDEPENDENT AUDIT PROCESS
The Committee shall have authority for overseeing the independent audit process.
The Committee shall fulfill its responsibility for overseeing the independent
audit process by performing these activities.
1. Engage the independent auditor who shall report directly to the Committee.
The Committee is responsible for selecting the independent auditor,
approving the compensation of the independent auditor, evaluating the
performance of the independent auditor, and reviewing and approving the
discharge of the independent auditor.
2. Evaluate periodically whether the Company should change its independent
auditor or audit team personnel.
3. Pre-approve all audit services and permitted non-audit services (including
the fees and terms) to be performed for the Company by the independent
auditor. The Committee may delegate to one or more members the authority to
grant pre-approval of audit services and permitted non-audit services
provided the approval is presented to the Committee at its next scheduled
meeting.
4. Oversee the work of the independent auditor for the purpose of preparing or
issuing an audit report or related work. This includes resolving
disagreements between management and the independent auditor regarding
financial reporting.
5. Recommend to the Board policies related to the Company hiring current or
former employees of the independent auditor who participated in any capacity
in the audit of the Company.
6. Review and discuss with management, internal audit, and the independent
auditor the rationale for engaging an audit firm other than the principal
independent auditor to perform services related to financial reporting.
7. Obtain and review a written report from the independent auditor that
describes all relationships between the independent auditor and the Company,
including the impact of any disclosed relationship on the auditor's
objectivity and independence. The report should include confirmation of the
independent auditor's compliance with rotation of appropriate audit
personnel as required under the rules of the Commission.
8. Obtain and review a written report from the independent auditor that
describes
o the independent auditor's quality control procedures
o any material issues raised by the most recent internal quality control or
peer review of the auditor
o any material issues raised by any inquiry or investigation by governmental
or professional authorities within the preceding five years
o any steps taken to deal with such material issues and
o the impact of any such material issues on the quality of services performed
by the independent auditor.
9. Review with management, internal audit, and the independent auditor the
scope of the proposed audit, the overall audit plan and the extent of audit
services to be provided.
10. Review with management, internal audit, and the independent auditor the
coordination of audit effort to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.
OVERSEEING THE INTERNAL AUDIT PROCESS
The Committee shall fulfill its responsibility for overseeing the internal audit
process by performing these activities.
1. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Chief Internal Auditor.
2. Review with the Chief Internal Auditor
o the internal audit department charter
o the independence and objectivity of the internal auditors
o the annual audit plan and scope
o the process used to develop the annual audit plan
o the internal audit department staffing and
o internal audit's compliance with the Institute of Internal Auditors' (IIA)
Standards for the Professional Practice of Internal Auditing.
3. Review with internal audit and management
o the status of internal audit activities
o significant findings and recommendations, including management's responses
and the current status of the recommendations
o any difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access to required information
and
o any changes required in the planned scope of the audit plan.
OVERSEEING COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS
The Committee shall fulfill its responsibility for overseeing compliance with
legal and regulatory requirements by performing these activities.
1. Review with in-house counsel any legal or regulatory matters that may have a
significant impact on the financial statements and on compliance policies
and programs.
2. Receive and review reports from the Company's in-house counsel, or any other
appropriate source, providing evidence of a material violation of securities
law or breach of fiduciary duty or similar violation by the Company of any
applicable law or regulation.
OTHER RESPONSIBILITIES
The Committee shall have the following additional responsibilities.
1. Make regular reports to the Board, including providing minutes of Committee
meetings to the Board detailing the Committee's activities, conclusions and
recommendations.
2. Periodically review and assess the Committee's performance in carrying out
its roles and responsibilities, seeking input from senior management, the
Board, and others.
3. Annually review and update the Committee's Charter and recommend any
proposed changes to the Board for approval.
4. Ensure the Committee's Charter is published at least every three years as
required under the rules of the Commission.
ADDITIONAL RESOURCES
The Committee shall have the right to use reasonable amounts of time of the
Company's internal and independent accountants, internal and outside lawyers,
and other internal staff and also shall have the right to hire independent
experts, lawyers, and other consultants to assist and advise the Committee in
connection with its responsibilities. The Committee shall keep the Company's
Chief Financial Officer advised as to the general range of anticipated expenses
for outside consultants and shall inform the full Board of any such
expenditures.
NOMINATING COMMITTEE CHARTER (Effective November 12, 2003) APPENDIX B
PURPOSE
This Nominating Committee Charter sets forth the duties and responsibilities of
the Nominating Committee (the "Committee") of Publix Super Markets, Inc. (the
"Company"). The Committee is appointed by the Board of Directors (the "Board")
of the Company to assist the Board in fulfilling its responsibilities with
respect to membership on the Board.
MEMBERSHIP
The Committee is composed of at least three Board members.
Committee members are appointed by the Board at its annual organizational
meeting to serve a term of one year. The Board appoints the Committee
Chairperson.
MEETINGS
The Committee shall meet as often as required to carry out its responsibilities.
Meetings may be called by the Committee Chairperson or the Chairman of the
Board. The Committee may request any employees of the Company or any outside
advisors to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. Any meetings may be conducted telephonically.
o Reports of meetings and actions taken at meetings shall be made by the
Committee Chairperson or his or her delegate to the Board at its next
regularly scheduled meeting following the Committee meeting or action.
AUTHORITY
In carrying out its purpose, the Committee shall have the following
responsibilities and authority:
o Evaluate periodically, in conjunction with the Corporate Governance
Committee, the desirability of, and recommend to the Board, any changes in
the size and composition of the Board.
o Search for, recruit, screen, interview and select, in consultation with the
Chairman of the Board and the Chief Executive Officer, candidates for new
Directors as necessary to fill vacancies or additional positions on the
Board.
o Evaluate the qualifications of incumbent Directors and determine whether to
recommend them for re-election to the Board.
o Monitor the orientation and training needs of the Directors and recommend
action to the Board, individual Directors, and management where appropriate.
ADDITIONAL RESOURCES
The Committee shall have the right to use reasonable amounts of time of the
Company's internal and independent accountants, internal and outside lawyers and
other internal staff and also shall have the right to hire independent experts,
lawyers, and other consultants to assist and advise the Committee in connection
with its responsibilities. The Committee shall keep the Company's Chief
Financial Officer advised as to the general range of anticipated expenses for
outside consultants, and shall inform the Board of any such expenditures.
Your choices are:
o To vote on the issues described on the front of this card,
o To withhold authority to vote your shares.
Once you have made your voting decision on the proxy card:
o Sign and date the card,
o Tear off along perforated line,
o Return in the envelope provided.
Please keep in mind that if we do not receive your voting instructions by May
11, the
shares represented by this proxy card will not be voted.
Proxy Cards must bevoted unless you sign and
return this card by April 12, 2005, and the signed card is received by May 11, 2004
Your vote is very importantprior to us.the
Annual Meeting.
If you plan to attend the Annual Meeting of Stockholders in person, please mark
the appropriate box on the reverse side of this card.
Mark, sign, date and return your proxy card promptly using the enclosed
envelope.
PROXY CARDS MUST BE RECEIVED PRIOR TO THE ANNUAL MEETING ON APRIL 12, 2005.
YOUR VOTE IS VERY IMPORTANT TO US.
PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 11,APRIL 12, 2005
The undersigned has received the Notice of Annual Meeting of Stockholders
("Meeting") to be held on April 12, 2005, the Proxy Statement dated March 2,
2005, and the 2004 Annual Report to Stockholders for the Meeting. The
undersigned hereby appoints Howard M. Jenkins, Charles H. Jenkins, Jr. and
William E. Crenshaw, or any of them, as proxies with full power of substitution,
to vote all shares of Publix common stock of Publix Super Markets, Inc., whichthat the undersigned is entitled to
vote at the 2004 Annual Meeting, of Stockholders, and at any adjournments or postponements thereof, onas
described below. The undersigned acknowledges that the following matters:signing of this proxy
revokes any and all proxies previously given to vote the shares represented by
this proxy card at the Meeting.
1. Election of Directors -Directors:
Nominees: Carol Jenkins Barnett, Hoyt R. Barnett, Joan G. Buccino,
William E. Crenshaw, Mark C. Hollis, Sherrill W. Hudson, Charles H. Jenkins, Jr.,
Howard M. Jenkins, E. Vane McClurg, and Kelly E. Norton.Norton,
Maria A. Sastre
[ ] FOR all nominees listed above
(except as to[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out)out above
[ ] AUTHORITY WITHHELDWITHHOLD VOTES for all nominees listed above
2. Other Matters - Unless a line is stricken through this sentence, theMatters: The proxies named above, may, in their discretion, may vote the
shares represented by this proxy card upon such other matters as may properly
come before the Annual Meeting.
The shares represented by this proxy card will be voted only if this proxy card
is properly executed and timely returned. In that event, such shares will be
voted as specified. If no specification is made, the shares will be voted in
favor of items 1 and 2.
The undersigned acknowledges receipt of (1) the Company's 2003 Annual Report to
Stockholders and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated March 3, 2004, relating to the Annual Meeting. The
undersigned revokes any proxy previously given for the shares represented by
this proxy.
- ------------- --------------------------------- ------------------------------------------------------ -------- --------------------------- --------
Signature Date Signature Signature if held jointly [ ] If you received an annual report for this account and request not to,
please mark an (x) in this box. Stockholders with multiple accounts, please
leave one proxy card unmarked.
[ ] I will attend the meeting.Date
Note: Your signature should appearPlease sign exactly as your name appears hereon. For shares held
in joint names,Joint owners must each
joint owner should sign. IfWhen signing as attorney,attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
Please mark, sign, date
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
[ ] I plan on attending the Annual Meeting of Stockholders in person on
April 12, 2005.
[ ] I have multiple accounts and promptly returndo not want to receive Publix's Annual
Report to Stockholders for this account. (You should leave this box
unmarked on one proxy card usingcard.)
[ ] The address listed below is incorrect. My new address is:
---------------------------------
Street
---------------------------------
City State Zip
To the enclosed
envelope.
TO THE PARTICIPANTS OF PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)Participants of the Publix Super Markets, Inc.
Employee Stock Ownership Plan ("ESOP")
Annual Meeting of Stockholders
April 12, 2005 at 9:30 a.m.
Publix Corporate Office, 3300 Publix Corporate Parkway
Lakeland, Florida 33811
Dear ESOP Participant:
The Publix Super Markets, Inc. Annual Meeting of Stockholders ("Meeting") is
being held on May 11April 12 this year. At the meeting,Meeting, the Trustee of the ESOP, Hoyt
R. Barnett, or his designee, will vote the shares of Publix common stock
allocated to your ESOP account according to your instructions. You may indicate
your voting instructions on the attached proxy on the last page of this booklet, whichbooklet.
The Publix Board of Directors recommends a vote FOR the nominees listed in Item
1 of the proxy. If you indicate "WITHHOLD VOTES" for any or all director
nominees on your proxy, the Trustee or his designee will not exercise voting
rights for your ESOP shares with respect to such director nominees. If your
voting instructions as indicated on your properly signed and dated proxy card
are not received prior to the Meeting, or if this proxy card is not returned,
the 2004 Notice ofTrustee or his designee will vote your ESOP shares in his discretion.
If you plan to attend the Annual Meeting of Stockholders and Proxy
Statement.
Your choices are:
o To votein person, please mark
the appropriate box on the issues describedattached proxy on the last page of this booklet,
o To withhold authority to vote your shares.
Once you have made your voting decision on the proxy card:
o Sign and date the card,
o Tear off along perforated line,
o Fold and return through the unmetered mail system. If you did not receive this
booklet at a Publix location, please return the card in the envelope provided.
Please keep in mind that if you indicate "AUTHORITY WITHHELD" on the last page
of this booklet, the Trustee will not exercise any voting rights for your ESOP
shares. If your voting instructions are not received by May 11, the Trustee will
vote your ESOP shares at his discretion.booklet.
Thank you,
Plan Administrator
Publix Super Markets, Inc.
March 3, 2004
Proxy cards must be received by May 11, 2004
Your vote is very important to us.
Voting card is on the last page of this booklet.2, 2005
PROXY CARDS MUST BE RECEIVED PRIOR TO THE ANNUAL MEETING ON APRIL 12, 2005.
YOUR VOTE IS VERY IMPORTANT TO US.
VOTING CARD IS ON THE LAST PAGE OF THIS BOOKLET.
PUBLIX SUPER MARKETS, INC.
REQUEST FOR VOTING INSTRUCTIONS IN CONNECTION WITH
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11,APRIL 12, 2005
The undersigned has received the Notice of Annual Meeting of Stockholders
("Meeting") to be held on April 12, 2005, the Proxy Statement dated March 2,
2005, and the 2004 Annual Report to Stockholders for the Meeting. The
undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan (the "ESOP"("ESOP"), with respect to all shares of Publix
common stock of Publix Super Markets, Inc. (the "Company") allocated to the ESOP account of the undersigned, the voting rights
of which are accorded to the undersigned under the ESOP (the "Account Shares"),
hereby requests and instructs Hoyt R. Barnett, Trustee of the ESOP, or the
Trustee's designee, to attend the Annual Meeting of
Stockholders of the Company to be held on May 11, 2004, and any adjournments
thereof, andas proxy to vote all of the Account Shares which arethat the
undersigned is entitled to vote at the Annual Meeting, and at any adjournments or
postponements thereof, in any manner and with the same effect as if the
undersigned were the record owner of the Account Shares. The undersigned
authorizes and instructs the Trustee or his designee to vote as follows:described below.
The undersigned acknowledges that the signing of this proxy revokes any and all
proxies previously given to vote the Account Shares represented by this proxy
card at the Meeting.
1. Election of Directors -Directors:
Nominees: Carol Jenkins Barnett
Hoyt R. Barnett
Joan G. Buccino
William E. Crenshaw
Mark C. Hollis, Sherrill W. Hudson
Charles H. Jenkins, Jr.,
Howard M. Jenkins
E. Vane McClurg
and Kelly E. Norton.Norton
Maria A. Sastre
[ ] FOR all nominees listed above
(except as to[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out)out above
[ ] AUTHORITY WITHHELDWITHHOLD VOTES for all nominees listed above
2. Other Matters - Unless a line is stricken through this sentence,Matters: The Trustee of the Trustee (or the Trustee's designee) is directedESOP or his designee, in such person's
discretion, tomay vote the Account Shares represented by this proxy card upon
such other matters as may properly come before the Annual Meeting.
The Account Shares of the undersigned will be voted as directedinstructed above by the
Trustee or his designee if this proxy card is properly executed and timely returned.received by
the Plan Administrator prior to the Meeting on April 12, 2005. If no specification is made,voting
instructions are marked, or if this proxy card is not returned, the sharesTrustee or
his designee will be voted at the Trustee's
discretion.
The undersigned acknowledges receipt of (1) the Company's 2003 Annual Report to
Stockholders and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated March 3, 2004, relating to the Annual Meeting. The
undersigned revokes any proxy previously given forvote the Account Shares.Shares in his discretion.
- ------------------ --------------------------------------------------------------------------------------------------- --------------------
Signature Date
Signature
Note: Your signature should appearPlease sign exactly as your name appears on the reverse side. Ifside of this proxy
card. When signing as attorney,attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
[ ] I will attendplan on attending the meeting.
Promptly mark, sign, date, remove card from booklet, fold and return either
through the unmetered mail system orAnnual Meeting of Stockholders in the enclosed envelope.person on
April 12, 2005.
PROMPTLY MARK, SIGN, DATE, TEAR ALONG THE PERFORATED LINE TO REMOVE
PROXY CARD FROM BOOKLET, FOLD AND RETURN EITHER THROUGH
PUBLIX'S UNMETERED MAIL SYSTEM OR IN THE ENCLOSED ENVELOPE.
Return to:
Retirement Department
Publix Corporate Office
Lakeland