UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities 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-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.
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PUBLIX SUPER MARKETS, INC.
Corporate Office Mailing Address
3300 Publix Corporate Parkway P.O. Box 407
Lakeland, Florida 33811 Lakeland, Florida 33802
2005 Notice of Annual Meeting of Stockholders
to be held on April 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 Publix Corporate Parkway, Lakeland,
Florida, on Tuesday, 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 2, 2005
2005 PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is being mailed on or about 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 April 12, 2005, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.
VOTING SECURITIES OUTSTANDING
As of February 2, 2005, there were 172,233,759 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 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 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. A 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 is required for the election
of directors. A properly executed proxy marked "WITHHOLD VOTES" for the election
of all nominees for director or a particular nominee or nominees for director
will not be voted for the director nominee or nominees indicated. A proxy marked
"WITHHOLD VOTES" will be counted for purposes of determining whether there is a
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.
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, Sherrill W. Hudson,
Charles H. Jenkins, Jr., Howard M. Jenkins, E. Vane McClurg, Kelly E. 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.
Carol Carol Jenkins Barnett
Jenkins Chairman of the Board and President of Publix Super Markets
Barnett Charities, Inc.
(Photo) Director since 1983. Age 48.
Hoyt R. Hoyt R. Barnett
Barnett Vice Chairman of the Company and Trustee of the Employee Stock
(Photo) Ownership Plan.
Director since 1985. Age 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 67.
William E. William E. Crenshaw
Crenshaw President of the Company.
(Photo) Director since 1990. Age 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 until retiring in August 2002. He serves on the
Audit Committee as the Audit Committee financial expert. In
addition to serving as a Director of TECO Energy, Inc., he also
currently serves as a Director of The Standard Register Company.
Director since 2003. Age 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 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 53.
E. Vane E. Vane McClurg
McClurg Attorney-at-law, law firm of Hahn, McClurg, Watson, Griffith &
(Photo) Bush.
Director since 1988. Age 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 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 four meetings during 2004. All directors
attended 100% of the Company's Board of Directors meetings held in 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, all directors attended the last Annual
Meeting of Stockholders on May 11, 2004. During 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, 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 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 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. The Compensation Committee 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 risk and control environment,
overseeing the financial reporting and evaluating the internal and independent
audit processes. The Audit Committee operates under a written charter, a copy of
which was attached as an appendix to the 2004 Proxy Statement. During 2004, the
Audit Committee held five 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 2004, the Corporate Governance Committee held six
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 under a written charter, a copy of which was
attached as an appendix to the 2004 Proxy Statement. During 2004, the Nominating
Committee held three 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 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 Rule 13d-3 of the Securities Exchange Act of 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 February 2, 2005 (1) of Class
- --------------------------------------------------------------------------------
Carol Jenkins Barnett 9,883,404 (2) 5.74
Hoyt R. Barnett 53,748,604 (3) 31.21
Joan G. Buccino 2,190 *
William E. Crenshaw 570,963 (4) *
Sherrill W. Hudson 1,500 (5) *
Charles H. Jenkins, Jr. 1,559,015 (6) *
Howard M. Jenkins 6,473,251 (7) 3.76
E. Vane McClurg 1,125,644 (8) *
Kelly E. Norton 2,825 *
Maria A. Sastre - -
James J. Lobinsky 67,588 (9) *
David P. Phillips 47,214 (10) *
Employee Stock Ownership Plan 52,511,266 30.49
All directors and executive
officers as a group (36) 73,900,541 (11) 42.91
SunTrust Bank 9,898,809 (12) 5.75
Nancy E. Jenkins 9,549,509 (13) 5.54
<FN>
* Shares represent less than 1% of common stock.
Note references are explained on pages 7 and 8.
</FN>
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 (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 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) Carol 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 her husband, Hoyt R. Barnett, but exclude 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
52,511,266 shares of common stock over which he has shared investment
power. As Trustee, Hoyt R. Barnett exercises sole voting power over
1,154,989 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 1,135,517 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) William 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 8,856 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 664,740 shares
of common stock which are held directly, sole voting and investment power
over 162,103 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 10,789 shares of common stock which are
held indirectly, and shared voting and investment power over 6,000 shares
of common stock.
(11) Includes 52,511,266 shares of common stock (30.49%) in the ESOP over which
Hoyt R. Barnett is Trustee as described in note (3). As a group, the
directors and executive 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 which are held in trusts and shared voting and investment
power over 30,845 shares of common stock which are 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 pursuant to Rule
13d-3(d)(1) under the Act.
(13) Nancy E. Jenkins has sole voting and investment power over 9,427,558 shares
of common stock which are held indirectly and shared voting and investment
power over 121,951 shares of common stock which 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2004, the Company purchased approximately $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 2004, the Company paid approximately $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, who were all directors of the Company
during 2004, include: Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton,
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.
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 10.6% to $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 $1,300,000. 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 the supermarket 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.
The Company's incentive bonus plan 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 achieving its sales and profit
goals for the fiscal year and 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 its sales 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 for which the incentive bonus is being
paid. The bonuses compensate the management employees for their 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 are 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
Summary 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 13 and 14.
This report is submitted by the following members of the Compensation
Committee at the end of 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 2004 and for services
rendered in all capacities to the Company during the years ended 2004, 2003 and
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 (#) Payouts sation (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Charles H. Jenkins, Jr. (35) 2004 $537,550 $176,381 $713,931 - - - - $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
William E. Crenshaw (30) 2004 $443,000 $145,357 $588,357 - - - - $22,132
President and Director 2003 405,600 48,624 454,224 - - - - 19,985
2002 375,800 79,692 455,492 - - - - 21,041
David P. Phillips (20) 2004 $352,000 $115,498 $467,498 - - - - $22,132
Chief Financial Officer 2003 305,000 36,564 341,564 - - - - 19,985
and Treasurer 2002 254,000 53,863 307,863 - - - - 21,041
Hoyt R. Barnett (36) 2004 $297,750 $ 97,698 $395,448 - - - - $22,132
Vice Chairman and Director 2003 287,625 34,481 322,106 - - - - 19,985
2002 287,625 60,993 348,618 - - - - 21,041
James J. Lobinsky (48) 2004 $278,000 $ 91,217 $369,217 - - - - $22,132
Senior Vice President 2003 255,180 30,592 285,772 - - - - 19,985
2002 240,755 51,054 291,809 - - - - 21,041
<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>
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
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 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, 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 and 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 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 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 charter adopted by the Board of Directors. A copy of the charter was
attached as an appendix to the 2004 Proxy Statement. 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 registered 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 the standards of
the Public Company Accounting Oversight Board (United States). 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 registered public accounting firm the Company's audited
consolidated financial statements for the fiscal year ended December 25, 2004.
The Audit Committee also discussed with the Company's independent registered
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 registered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, and
discussed with the independent 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 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 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 registered public
accounting firm during 2004. The Audit Committee will make its recommendation to
the Board of Directors as to the Company's independent registered public
accounting firm for 2005 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 of the Company's independent registered public accounting firm,
KPMG LLP, for the indicated services performed for the fiscal years ended
December 25, 2004 and December 27, 2003, were as follows:
2004 2003
---- ----
(Amounts are in thousands)
Audit fees (1) $1,103 336
Audit-related fees (2) 41 23
Tax fees (3) 95 78
All other fees -- --
------ ---
$1,239 437
====== ===
(1) Fees for audit services include fees associated with the annual audit of
the Company's financial statements, annual audit of the Company's internal
control over financial reporting and reviews of the Company's quarterly
financial statements. The increase in audit 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 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 of 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 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 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 registered public
accounting firm in order to assure that the provision of such services will not
impair its 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. During
2004, each new engagement of the independent registered 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 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
1999 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
1999 2000 2001 2002 2003 2004
------------------------------------------------------------------
PUBLIX $100.00 107.86 92.26 87.28 118.00 147.90
S&P 500 100.00 90.90 81.58 62.53 79.71 89.54
PEER GROUP 100.00 128.49 104.72 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
1999 2000 2001 2002 2003 2004
------------------------------------------------------------------
PUBLIX $100.00 106.24 93.29 84.82 107.74 136.71
S&P 500 100.00 90.90 81.58 62.53 79.71 89.54
PEER GROUP 100.00 128.49 104.72 66.28 75.14 77.26
(1) Companies included in the peer group are: A&P, Albertson's, Delhaize
America (Delhaize America was formerly Food Lion and was included through
December 2000 as it became a part of the Delhaize Group in April 2001),
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 2006 Annual
Meeting of Stockholders must be received at the Company's corporate office prior
to 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 2, 2005
The Company's annual report to the Securities and Exchange Commission, Form
10-K, for the fiscal year ended December 25, 2004, is being mailed with this
proxy statement to stockholders of record and beneficial owners as of the close
of business on February 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
PUBLIX SUPER MARKETS, INC.
Annual Meeting of Stockholders
April 12, 2005 at 9:30 a.m.
Publix Corporate Office, 3300 Publix Corporate Parkway
Lakeland, Florida 33811
The Publix Super Markets, Inc. Board 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' recommendation. The
shares represented by this proxy card will not be voted unless you sign and
return this card by April 12, 2005, and the signed card is received prior to 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 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 that the undersigned is entitled to
vote at the Meeting, and at any adjournments or postponements thereof, as
described below. The undersigned acknowledges that the 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:
Nominees: Carol Jenkins Barnett, Hoyt R. Barnett, Joan G. Buccino,
William E. Crenshaw, Sherrill W. Hudson, Charles H. Jenkins, Jr.,
Howard M. Jenkins, E. Vane McClurg, Kelly E. Norton,
Maria A. Sastre
[ ] FOR all nominees listed above
[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out above
[ ] WITHHOLD VOTES for all nominees listed above
2. Other Matters: The proxies named above, in their discretion, may vote the
shares represented by this proxy card upon such other matters as may properly
come before the Meeting.
- -------------------------- -------- --------------------------- --------
Signature Date Signature if held jointly Date
Note: Please sign exactly as your name appears hereon. Joint owners must each
sign. When signing as attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
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 do not want to receive Publix's Annual
Report to Stockholders for this account. (You should leave this box
unmarked on one proxy card.)
[ ] The address listed below is incorrect. My new address is:
---------------------------------
Street
---------------------------------
City State Zip
To the 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 April 12 this year. At the 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.
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 Trustee or his designee will vote your ESOP shares in his discretion.
If you plan to attend the Annual Meeting of Stockholders in person, please mark
the appropriate box on the attached proxy on the last page of this booklet.
Thank you,
Plan Administrator
Publix Super Markets, Inc.
March 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 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 ("ESOP"), with respect to all shares of Publix
common stock 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, as proxy to vote all of the Account Shares that the
undersigned is entitled to vote at the 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 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:
Nominees: Carol Jenkins Barnett
Hoyt R. Barnett
Joan G. Buccino
William E. Crenshaw
Sherrill W. Hudson
Charles H. Jenkins, Jr.
Howard M. Jenkins
E. Vane McClurg
Kelly E. Norton
Maria A. Sastre
[ ] FOR all nominees listed above
[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out above
[ ] WITHHOLD VOTES for all nominees listed above
2. Other Matters: The Trustee of the ESOP or his designee, in such person's
discretion, may vote the Account Shares represented by this proxy card upon
such other matters as may properly come before the Meeting.
The Account Shares of the undersigned will be voted as instructed above by the
Trustee or his designee if this proxy card is properly executed and received by
the Plan Administrator prior to the Meeting on April 12, 2005. If no voting
instructions are marked, or if this proxy card is not returned, the Trustee or
his designee will vote the Account Shares in his discretion.
- -------------------------------------------------------- --------------------
Signature Date
Note: Please sign exactly as your name appears on the reverse side of this proxy
card. When signing as attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
[ ] I plan on attending the Annual Meeting of Stockholders in 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