Current Report Filing (8-k)
28 April 2016 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April
25
, 201
6
Seaboard Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-3390
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04-2260388
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation)
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File Number)
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Identification No.)
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9000 West
67th Street,
Merriam
, Kansas
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66202
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 25, 2016, following Seaboard
’s
annual meeting of stockholders, the Board of Directors acted pursuant to the authority granted to it in Seaboard's Bylaws to increase the number of directors to constitute the full board of directors of Seaboard from four (4) directors t
o five (5) directors.
To fill the vacancy resulting from the increase in the size of the Board, the Board o
f Directors then elected Paul M
. Squires as a director to serve and hold office until the 2017 annual meeting of stockholders and until his successor
is duly elected and qualified.
There was no arrangement or understanding between Mr. Squires and any other person, pursuant to which Mr. Squir
es was selected as a director.
Mr. Squires was not elected to serve on Seaboard’s Audit Committee or any other Committees and it is not anticipated that he wi
ll be named to any Committees.
There has been no transaction since the beginning of Seaboard's last fiscal year, or any currently proposed transaction, in which Seaboard was or is to be a participant involving more than $120,000 and in which Mr. Squires had or will have a direct
or indirect material interest.
There is no material plan, contract or arrangement (whether or not written) to which Mr. Squires is a party that is required to be disclosed pursuant to this item.
Item 5.07
Submission of Matters to a Vote of Security Holders
Seaboard Corporation held its annual meeting of stockholders on April 25, 2016 in Waltham, Massachusetts. Three items were submitted to a vote as described in Seaboard’s Proxy Statement dated March 10, 2016. The following table briefly describes the proposals and results of the stockholders’ vote.
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Votes in
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Votes
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Favor
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Withheld
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1.
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Election of the following persons as directors:
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Steven J. Bresky
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1,041,004
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85,492
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David A. Adamsen
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1,118,917
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7,579
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Douglas W. Baena
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1,122,593
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3,903
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Edward I. Shifman, Jr.
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1,118,154
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8,342
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Votes in
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Votes
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Votes
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Favor
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Against
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Abstaining
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2.
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Ratification and approval of the selection of KPMG LLP as independent auditors for 2016.
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1,155,170
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1,475
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1,100
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Votes in
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Votes
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Votes
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Favor
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Against
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Abstaining
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3.
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Stockholder proposal requesting that Seaboard Corporation adopt a policy, and amend other governing documents as necessary, to require that the board’s Chair be an independent director. The policy should also specify how to select a new independent Chair if a current Chair ceases to be independent between annual shareholder meetings.
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53,337
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1,072,133
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1,025
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There were
31,249
broker non-votes with respect to the election of directors and
31,250 broker non-votes with respect to
the stockholder proposal requesting
the board’s Chair be an independent director.
There w
ere
0 broker non-vote
s
with
respect to the selection of independent auditors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
R
egistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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DATE:
April 27
, 201
6
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Seaboard Corporation
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by
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/s/ Robert L. Steer
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Robert L. Steer, Executive Vice President,
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Chief Financial Officer
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