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)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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PUBLIX SUPER MARKETS, INC.
Corporate Office Mailing Address
3300 Airport Road P.O. Box 407
Lakeland, Florida 33811 Lakeland, Florida 33802
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2004 Notice of Annual Meeting of Stockholders
to be held on May 11, 2004
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, Lakeland, Florida, on
Tuesday, May 11, 2004, 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, 2004
2004 PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 8, 2004, 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, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.
VOTING SECURITIES OUTSTANDING
As of March 3, 2004, there were 180,910,540 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, 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, 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 elected by a plurality of the votes cast at the meeting in
person or by proxy. A properly executed proxy marked "AUTHORITY WITHHELD" will
not be voted for the election of directors (if the name of one or more directors
is crossed out, the proxy will not be voted with respect to the director or
directors indicated) and will not be counted in determining whether a plurality
of votes exists. 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. All nominees are currently directors of the Company. 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.
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.
- --------------------------------------------------------------------------------
Carol Carol Jenkins Barnett
Jenkins Chairman of the Board and President of Publix Super Markets
Barnett Charities, Inc.
(Photo) Director since 1983. Age 47.
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.
Director since 1985. Age 60.
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.
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)
Sherrill Sherrill W. Hudson
W. Hudson Managing Partner, Deloitte & Touche LLP, 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 currently serving as a Director
of TECO Energy, Inc., The Standard Register Company,
SportsLine.com, Inc. and MasTec, Inc.
Director since 2003. Age 61.
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.
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.
E. Vane E. Vane McClurg
McClurg Attorney-at-law, law firm of Hahn, McClurg, Watson, Griffith &
(Photo) Bush.
Director since 1988. Age 62.
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.
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.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
MEETINGS
The Board of Directors held five meetings during 2003. All directors attended
100% of the Company's Board of Directors meetings held in 2003. 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. All directors attended the last Annual
Meeting of Stockholders on May 13, 2003. During 2003, 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, 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, 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, the 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, 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 risks and control environment, overseeing
the financial reporting and evaluating the internal and independent audit
processes. The Audit Committee operates pursuant to a written charter, a copy of
which is attached. During 2003, 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. During 2003, 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 four 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 to a written charter, a copy of which is
attached. During 2003, 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 meeting 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.
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.
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, 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) of the Securities Exchange Act of 1934) 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, 2004 (1) of Class
- --------------------------------------------------------------------------------
Carol Jenkins Barnett 9,951,543 (2) 5.50
Hoyt R. Barnett 57,535,839 (3) 31.80
Joan G. Buccino 2,290 *
William E. Crenshaw 593,515 *
Mark C. Hollis 1,347,538 (4) *
Sherrill W. Hudson 1,500 *
Charles H. Jenkins, Jr. 1,604,870 *
Howard M. Jenkins 6,473,251 (5) 3.58
E. Vane McClurg 1,151,769 (6) *
Kelly E. Norton 2,625 *
James J. Lobinsky 67,488 (7) *
David P. Phillips 47,214 *
Employee Stock Ownership Plan 56,269,636 31.10
All directors and executive
officers as a group (36) 85,598,757 (8) 47.32
Nancy E. Jenkins 11,606,389 (9) 6.42
<FN>
* Shares represent less than 1% of common stock.
Note references are explained on page 7.
</FN>
(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), 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 is 3300 Airport Road, Lakeland, Florida 33811 with a
mailing address of P.O. Box 407, Lakeland, Florida 33802-0407.
(2) Includes 1,164,382 shares of common stock which are also shown as
beneficially owned by Carol Jenkins Barnett's husband, Hoyt R. Barnett, but
excludes all other shares beneficially owned by Hoyt R. Barnett, as to
which Carol Jenkins Barnett disclaims beneficial ownership.
(3) Hoyt R. Barnett is Trustee of the ESOP which is the record owner of
56,269,636 shares of common stock over which he has shared investment
power. As Trustee, Hoyt R. Barnett exercises sole voting power over 920,908
shares 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. Total shares beneficially owned include
1,164,382 shares 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. Hollis has shared voting and investment power over these shares of
common stock.
(5) Howard M. Jenkins has sole voting and investment power over 2,278,504
shares of common stock which are held directly, sole voting and investment
power over 162,713 shares which are held indirectly, sole voting and shared
investment power over 38,018 shares which are held indirectly and shared
voting and investment power over 3,994,016 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) Includes 18,950 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%) in the ESOP over which
Hoyt R. Barnett is Trustee as described in note (3) and 7,696,142 shares of
common stock (4.25%) in the 401(k) Plan - Publix Stock Fund over which Tina
P. Johnson is Trustee with sole voting and shared investment power.
(9) Nancy E. Jenkins is co-trustee of a trust which is the record owner of
121,951 shares of common stock over which she has shared voting and
investment power. 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
During 2003, the Company paid approximately $457,000 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, 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. 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.
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 base salary was
increased by approximately 8.7% to $485,825. 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. 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 these supermarket chains.
Bonuses are paid generally 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 and incentive bonus of the Company as compared with the prior year. This
pool is adjusted upward or downward to reflect actual sales results for the
fiscal year in comparison to a sales goal. In general, the bonus pool is
allocated among the participating management employees, including the named
executive officers, according to base compensation paid during the calendar
year. The bonuses are earned for employment 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
employees except executive officers. Any changes to the incentive bonus plan for
executive officers is at the discretion of the Compensation Committee.
The compensation earned by the executive officers named in the following table
ranks at or near the bottom of compensation earned by comparable positions among
the peer group supermarket chains included in the performance graphs on pages 11
and 12.
This report is submitted by the following members of the Compensation Committee
at the end of 2003:
Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton, Chairman.
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 2003 and for services
rendered in all capacities to the Company during the years ended 2003, 2002 and
2001:
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(#) Payouts sation (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Charles H. Jenkins, Jr. (34) 2003 $485,825 $58,242 $544,067 - - - - $19,985
Chief Executive Officer 2002 447,000 94,790 541,790 - - - - 21,041
and Director 2001 413,000 53,093 466,093 - - - - 18,783
William E. Crenshaw (29) 2003 $405,600 $48,624 $454,224 - - - - $19,985
President and Director 2002 375,800 79,692 455,492 - - - - 21,041
2001 355,400 45,688 401,088 - - - - 18,783
David P. Phillips (19) 2003 $305,000 $36,564 $341,564 - - - - $19,985
Chief Financial Officer 2002 254,000 53,863 307,863 - - - - 21,041
and Treasurer 2001 233,700 30,043 263,743 - - - - 18,783
Hoyt R. Barnett (35) 2003 $287,625 $34,481 $322,106 - - - - $19,985
Vice Chairman and Director 2002 287,625 60,993 348,618 - - - - 21,041
2001 287,625 36,975 324,600 - - - - 18,783
James J. Lobinsky (47) 2003 $255,180 $30,592 $285,772 - - - - $19,985
Senior Vice President 2002 240,755 51,054 291,809 - - - - 21,041
2001 228,300 29,349 257,649 - - - - 18,783
<FN>
(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.
</FN>
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 2003, 2002 and 2001 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 2003,
2002 and 2001, 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 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, 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, 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
Charter adopted by the Board of Directors. A copy of the Charter, as revised on
November 10, 2003, is included with this Proxy Statement as Appendix A. The
Audit Committee reviews and reassesses the Charter 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 are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America. The Audit Committee monitors and oversees these
processes as described in the Audit Committee Charter.
The Audit Committee reviewed and discussed with management and the Company's
independent auditors the Company's audited consolidated financial statements for
the fiscal year ended December 27, 2003. The Audit Committee also discussed with
the Company's independent auditors 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 auditors required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, and discussed with the
auditors the firm's 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, 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: Joan G. Buccino, Sherrill W. Hudson, Chairman and Kelly E. Norton.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG LLP was the Company's independent auditors during 2003. The
Audit Committee will make its recommendation to the Board of Directors as to the
Company's auditors for 2004 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 by the Company's independent auditors, KPMG LLP, for the
indicated services performed during the fiscal years ended December 27, 2003 and
December 28, 2002, were as follows:
2003 2002
---- ----
(Amounts are in thousands)
Audit fees (1) $336 332
Audit-related fees (2) 23 17
Tax fees (3) 78 237
All other fees - -
---- ---
$437 586
==== ===
<FN>
Note references are explained on page 11.
</FN>
(1) Fees for audit services include fees associated with the annual audit of
the Company's financial statements, review of the Company's quarterly
financial statements and audit services provided in connection with other
statutory or regulatory filings.
(2) Fees for audit-related services primarily include fees associated with the
annual audit of employee benefit plans.
(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 to 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, 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. 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 auditor in order to assure
that the provision of such services will not impair the auditor's 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, each new
engagement of the independent auditor was approved in accordance with the
policy.
PERFORMANCE GRAPHS
The following performance graph sets forth the Company's cumulative total
stockholder return during the five years ended December 27, 2003, 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
1998 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
------------------------------------------------------------------
PUBLIX $100.00 97.23 104.87 89.70 84.86 114.73
S&P 500 100.00 121.04 110.02 98.75 75.69 96.48
PEER GROUP 100.00 61.84 79.45 64.76 40.98 46.46
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END TRADING PRICE
1998 1999 2000 2001 2002 2003
------------------------------------------------------------------
PUBLIX $100.00 109.05 115.86 101.74 92.50 117.49
S&P 500 100.00 121.04 110.02 98.75 75.69 96.48
PEER GROUP 100.00 61.84 79.45 64.76 40.98 46.46
(1) Companies included in the peer group are: A&P, Albertson's, Brunos
(included through December 1999, no longer publicly traded), Delhaize
America (formerly Food Lion, included through December 2000, 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.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 2005 Annual Meeting of
Stockholders must be received at the Company's corporate office prior to
December 9, 2004, 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, 2004
The Company will provide, free of charge, a copy of its 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 stockholder of record or
beneficial owner 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 above 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.
---------------------------
AUDIT COMMITTEE CHARTER (Effective November 10, 2003) APPENDIX A
PURPOSE
This Audit Committee Charter sets forth the duties and responsibilities of the
Audit 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 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.
MEMBERSHIP
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 be received by May 11, 2004
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, 2004
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 common stock of Publix Super Markets, Inc., which the
undersigned is entitled to vote at the 2004 Annual Meeting of Stockholders, and
at any adjournments thereof, on the following matters:
1. Election of Directors - 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.
[ ] FOR all nominees listed above (except as to those nominees whose
names have been crossed out)
[ ] AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
proxies named above may, in their discretion, 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.
- ------------- --------------------------------- ----------------------------
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.
Note: Your signature should appear as your name appears hereon. For shares held
in joint names, each joint owner should sign. If signing as attorney, executor,
administrator, trustee, guardian or other representative capacity, please give
full title as such.
Please mark, sign, date and promptly return this proxy card using the enclosed
envelope.
TO THE PARTICIPANTS OF PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Dear ESOP Participant:
The Publix Super Markets, Inc. Annual Meeting of Stockholders is being held on
May 11 this year. At the meeting, the Trustee of the ESOP, Hoyt R. Barnett, or
his designee, will vote the shares allocated to your ESOP account according to
your instructions. You may indicate your instructions on the last page of this
booklet, which is the 2004 Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your choices are:
o To vote on the issues described 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.
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.
REQUEST FOR VOTING INSTRUCTIONS
IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2004
The undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan (the "ESOP"), with respect to all shares of 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"), requests and instructs Hoyt
R. Barnett, Trustee, 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, and to vote all the Account Shares which are entitled to vote at the
Annual Meeting, 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:
1. Election of Directors - 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.
[ ] FOR all nominees listed above (except as to those nominees whose
names have been crossed out)
[ ] AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
Trustee (or the Trustee's designee) is directed in such person's
discretion to vote the Account Shares upon such other matters as may
properly come before the Annual Meeting.
The Account Shares will be voted as directed above if this proxy card is
properly executed and timely returned. If no specification is made, or this
proxy card is not returned, the shares 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 for the Account Shares.
- ------------------ -------------------------------------------
Date Signature
Note: Your signature should appear as your name appears on the reverse side. If
signing as attorney, executor, administrator, trustee, guardian or other
representative capacity, please give full title as such.
[ ] I will attend the meeting.
Promptly mark, sign, date, remove card from booklet, fold and return either
through the unmetered mail system or in the enclosed envelope.
Return to:
Retirement Department
Publix Corporate Office
Lakeland