Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On November 18, 2020, Edward I. Shifman, Jr. advised Seaboard Corporation (the
"Company") that he will not be standing for re-election to the Company's Board
of Directors at the Company's next Annual Stockholders' Meeting. Mr. Shifman's
decision not to stand for re-election was not due to any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
In addition, on November 18, 2020, the Company announced that Darwin E. Sand is
retiring from the position of President of Seaboard Foods LLC effective January
1, 2021. In connection with Mr. Sand's retirement, the Company and Mr. Sand have
entered into a Retirement Agreement pursuant to which the Company will pay Mr.
Sand $1,896,000 (the "Severance Amount") and the amount of his 2020 accrued
bonus ($700,000), less deductions required by law, on or before December 31,
2020. The Severance Amount and accrued bonus amount are in lieu of any payments
that otherwise would be owing under Mr. Sand's Employment Agreement. The
Retirement Agreement supersedes Mr. Sand's existing Employment Agreement, except
that Mr. Sand will continue to be obligated to comply with certain non-compete
and non-solicitation restrictive covenants contained in the Employment
Agreement.
The foregoing description of the Retirement Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Retirement Agreement. The Company will file the Retirement Agreement as an
exhibit to a subsequent periodic report filed with the U.S. Securities and
Exchange Commission.
Item 8.01 Other Events
On November 18, 2020, the Company issued a News Release announcing that Peter
Brown joins Seaboard Foods LLC as President to succeed the current President. A
copy of the News Release is included as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
99.1 News Release, dated November 18, 2020, announcing that Peter Brown joins
Seaboard Foods LLC as President to Succeed Current President.
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