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 26, 2021
(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 ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 26, 2021, following the annual meeting of stockholders referred to below, the Board of Directors (the “Board”) of Seaboard Corporation (the “Company”) appointed Frances B. Shifman as a new director of the Board, effective immediately. Ms. Shifman’s appointment fills the vacancy resulting from Edward I. Shifman Jr.’s decision to not stand for re-election at the Company’s 2021 annual meeting as previously disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 12, 2021. The Board has also determined to appoint Ms. Shifman to the Audit Committee of the Board at the time of her appointment. Prior to serving on the Board, Ms. Shifman worked for more than 25 years in various real estate development business endeavors and served on the boards of directors of various non-profit organizations.
Ms. Shifman is expected to participate in the Company’s standard non-employee director compensation arrangements, pursuant to which she will receive a quarterly cash retainer of $20,000 and an additional cash payment of $2,500 per quarter for her service on the Audit Committee.
There are no arrangements or understandings between Ms. Shifman and any other person pursuant to which Ms. Shifman was appointed as a director. Ms. Shifman is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. There is no material plan, contract, or other arrangement to which Ms. Shifman is a party other than as described above.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on April 26, 2021 in Overland Park, Kansas. Three items were submitted to a vote as described in the Company’s Proxy Statement filed March 12, 2021. The following briefly describes the proposals and results of the stockholders’ votes.
1. Election of the following persons as directors:
Ellen S. Bresky
David A. Adamsen
Douglas W. Baena
Paul M. Squires
2. Ratification and approval of the selection of KPMG LLP
as independent auditors for 2021.
3. Stockholder proposal requesting that Seaboard Corporation
confirm that the company will comply with California
Proposition 12 and that it faces no material losses as a result.
There were 20,042 broker non-votes each with respect to the election of directors and the stockholder proposal.
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 27, 2021
/s/ David H. Rankin
David H. Rankin
Executive Vice President, Chief Financial Officer
(principal financial officer)