Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangement of Certain

Officers.

On October 21, 2020, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Sanderson Farms, Inc. (the "Registrant") took the following actions, in each case for the Registrant's 2021 fiscal year:





    (1)  The Committee approved a 1.25% merit salary increase for each of Lampkin
         Butts, President and Mike Cockrell, Chief Financial Officer, Chief Legal
         Officer and Treasurer; and a 3.0% merit salary increase for Timothy F.
         Rigney, Secretary and Controller, effective November 1, 2020, as follows:




Name            Fiscal 2021 Salary

Mr. Butts      $            761,232
Mr. Cockrell   $            652,320
Mr. Rigney     $            349,944

(2) The Committee made the following awards, effective November 1, 2020, to the executive officers listed above and to Joe F. Sanderson, Jr., Chairman and Chief Executive Officer, under the Registrant's long term equity incentive program:





Name             Performance Shares       Shares of Restricted Stock
Mr. Sanderson                 20,500                           20,500
Mr. Butts                      5,750                            5,750
Mr. Cockrell                   4,500                            4,500
Mr. Rigney                     1,325                            1,325

The form of restricted stock agreement to be used for the restricted stock awards noted above will be substantially similar to the form of agreement filed as Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2013. The form of performance share agreement for the performance share awards noted above will be filed as an exhibit to the Registrant's next Annual Report on Form 10-K. The following descriptions of the restricted stock and performance share agreements are necessarily not complete, and in each instance reference is made to the agreements themselves.

Restricted Stock Agreements

The form of restricted stock agreement provides for the grant of a specified number of shares of restricted stock to the participant as a reward for past service and as an incentive for the performance of future services and for no additional consideration, subject to the following terms and conditions:





     •    The restricted stock may not be sold or transferred during the restricted
          period except by will or inheritance.




     •    The restricted period lasts for four years, except that it ends and the
          shares fully and immediately vest in the event of the participant's death
          or disability or a change of control of the Registrant. If the
          participant terminates employment after attaining eligibility for
          retirement before the end of the restricted period, a pro rata percentage
          of the shares will immediately vest based on the number of years of the
          restricted period

--------------------------------------------------------------------------------


        during which the participant was employed with the Registrant (for
        example, if the participant retires after one year of the restricted
        period has passed, the participant would receive 25% of the shares and
        would forfeit the remainder; if the participant retires after two years
        of the restricted period has passed, the participant would receive 50% of
        the shares and would forfeit the remainder; and so on).




     •    Rights to the shares are forfeited if the participant's employment
          terminates for any other reason prior to the end of the restricted
          period, or if the Board determines that the participant has engaged in
          specified detrimental conduct or activity while employed with the
          Registrant or in the two-year period following his or her voluntary
          termination or termination for cause. If a participant's shares have
          already vested, he or she must repay the Registrant the fair market value
          of his or her shares that is specified in his or her restricted stock
          agreement.




     •    During the restricted period, the participant is entitled to vote the
          shares and receive dividends.

Performance Share Agreements

The form of performance share agreement provides for the grant of the right to receive shares of the Registrant's common stock at the end of a restricted period, subject to the Registrant's achievement of certain performance measures over the two-year performance period commencing November 1, 2020. The restricted period means the three fiscal years commencing on November 1, 2020. The performance criteria are based on a historical average of the Registrant's performance over 29 two-year periods, dating back to the two-year period ending in 1991. A performance share award is granted as a reward for past service and as an incentive for the performance of future services and for no additional consideration, subject to the following terms and conditions:





     •    A participant can receive a target amount of shares based on the
          Registrant's average return on equity ("ROE") and a target based on the
          Registrant's average return on sales ("ROS") over the two-year period
          commencing November 1, 2020. It also establishes several possible
          percentages of those target awards that he or she could receive,
          depending on the Registrant's actual performance measured at the end of
          the performance period. The performance criteria for the fiscal 2021
          performance share awards are:




                         Threshold            Target               Maximum
Measure   Weight       (50% Payout)        (100% Payout)        (200% Payout)
ROE            50 %              8.0 %               14.7 %               23.5 %
ROS            50 %              1.8 %                4.4 %                7.0 %




     •    The Registrant's Board, in its sole discretion, may pay earned
          performance shares in the form of cash, in shares of common stock, or in
          a combination of cash or shares which has an aggregate fair market value
          equal to the value of the earned performance shares at the close of the
          applicable performance period.




     •    If the participant's employment terminates because of death or disability
          or after attaining eligibility for retirement, or there has been a change
          in control of the Registrant before the end of the performance period,
          the participant will be entitled to receive, at the end of the restricted
          period, a pro rata portion of the number of performance shares to which
          he or she otherwise would have been entitled, based on the number of
          months he or she was employed with the Registrant during the performance
          period.




     •    Rights to the shares are forfeited if the participant's employment
          terminates for any other reason prior to the end of the restricted
          period, or if the Board determines that the participant has engaged in
          specified detrimental conduct or activity while employed with the
          Registrant or in the two-year period following his or her voluntary
          termination or termination for cause. If a participant's shares have
          already been issued, he or she must repay the Registrant their fair
          market value as of their issue dates.




     •    During the restricted period, the participant does not have any of the
          rights of a stockholder of the Registrant with respect to his or her
          performance shares, including the right to vote the performance shares
          and the right to receive any dividends or other distributions.




     •    A participant may not sell, exchange, transfer, pledge, hypothecate or
          otherwise dispose of his or her right to receive performance shares,
          other than by will or by the applicable laws of descent and distribution.

--------------------------------------------------------------------------------

Item 7.01 Regulation FD Disclosure.

On October 22, 2020, the Registrant's Board of Directors extended to October 22, 2023, its stock repurchase program. The Board authorized the repurchase of up to 2.0 million shares of the Company's common stock under the program. Repurchases, if any, will be made from time to time at prevailing prices in open market transactions or in privately negotiated purchases, subject to market conditions, share price and other considerations. The repurchase program was originally approved October 22, 2009, and extended on February 16, 2012, February 24, 2014, April 23, 2015, and May 31, 2018. The Company has repurchased 2,305,484 shares under this stock repurchase program since its inception. The repurchase program does not obligate the Company to make any repurchases. A copy of the press release announcing the extension of the repurchase program is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2, the information contained in this Item 7.01 and the attached Exhibit 99.1 is being "furnished" to the SEC and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.       Description

99.1          Press release of Sanderson Farms, Inc. dated October 22, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses