SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 27, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
9000 West 67th Street, Merriam, Kansas
(Address of principal executive offices)
Registrant’s telephone number including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock $1.00 Par Value
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
Seaboard Corporation held its annual meeting of stockholders on April 27, 2020 in Merriam, Kansas. Four items were submitted to a vote as described in Seaboard’s Proxy Statement dated March 13, 2020. The following tables briefly describe the proposals and results of the stockholders’ votes.
1. Election of the following persons as directors:
Steven J. Bresky
David A. Adamsen
Douglas W. Baena
Edward I. Shifman, Jr.
Paul M. Squires
2. Ratification and approval of the selection of KPMG LLP
as independent auditors for 2020.
3. Approval, on an advisory basis, of the compensation of Seaboard’s
Named Executive Officers, including the disclosure in the
Compensation Discussion and Analysis section, the tabular disclosure
regarding such compensation and the accompanying narrative
disclosures set forth in such proxy statement.
4. Stockholder proposal requesting that Seaboard Corporation amend
governing documents to remove the plurality of vote standard for
uncontested director elections.
There were 28,801 broker non-votes each with respect to the election of directors, approval of executive compensation and proposal that a plurality of vote standard is removed for uncontested directors.
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: April 28, 2020
/s/ Robert L. Steer
Robert L. Steer, Executive Vice President,
Chief Financial Officer