SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2005
Notice is hereby given that the 2005 Annual
Meeting of Stockholders of Seaboard Corporation, a
Delaware corporation, will be held at the Sheraton
Newton Hotel, 320 Washington Street, Newton,
Massachusetts, on Monday, April 25, 2005, commencing at
9:00 a.m., local time, and thereafter as it may from
time to time be adjourned, for the following purposes:
1. To elect six directors to hold office until the
2006 annual meeting of stockholders and until their
respective successors are duly elected and qualified;
2. To consider and act upon ratification and approval
of the selection of KPMG LLP as the independent
auditors of Seaboard for the year ending
December 31, 2005;
3. To consider and act upon a stockholder proposal,
if introduced at the meeting, as described in the
accompanying proxy statement; and
4. To transact such other business as properly may
come before the meeting.
The Board of Directors has fixed the close of
business on Monday, March 7, 2005, as the record date
for determination of the stockholders entitled to
notice of, and to vote at, the annual meeting.
If you do not expect to attend the annual meeting
in person, please sign and date the enclosed proxy, and
return it in the enclosed addressed envelope.
By order of the Board of
Directors,
/s/ David M. Becker
David M. Becker,
Vice President, General
Counsel and Secretary
March 14, 2005
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2005
March 14, 2005
Date, Time and Place of the Meeting
This proxy statement is furnished in connection with
the solicitation of proxies for use at the annual
meeting of stockholders of Seaboard Corporation
("Seaboard") to be held on Monday, April 25, 2005,
commencing at 9:00 a.m., local time, and at any
adjournment thereof. The meeting is called for the
purposes set forth in the foregoing Notice of Annual
Meeting, and will be held at the Sheraton Newton Hotel,
320 Washington Street, Newton, Massachusetts.
Stockholders Entitled to Vote at the Meeting
Stockholders of record as of the close of business
on the March 7, 2005 record date are entitled to notice
of, and to vote at, the annual meeting and at any
adjournment thereof. Seaboard had 1,255,053.90 shares
of common stock, $1.00 par value, outstanding and
entitled to vote as of the record date. Each such
share of common stock is entitled to one vote on each
matter properly to come before the annual meeting.
This proxy statement and the enclosed form of proxy
were first sent or given to stockholders on or about
March 14, 2005.
Quorum Requirement
A quorum of stockholders is necessary to hold a
valid meeting. A majority of our outstanding shares of
common stock on the record date, or 627,527 shares,
will be needed to establish a quorum for the annual
meeting. Votes cast at the annual meeting will be
tabulated by persons duly appointed to act as
inspectors of election and voting for the annual
meeting. The inspectors of election and voting will
treat shares represented by a properly signed and
returned proxy as present at the annual meeting for
purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or
abstaining. Likewise, the inspectors will treat shares
of stock represented by "broker non-votes" as present
for purposes of determining a quorum. Broker non-votes
are proxies with respect to shares held in record name
by brokers or nominees, as to which (i) instructions
have not been received from the beneficial owners or
persons entitled to vote; (ii) the broker or nominee
does not have discretionary voting power under
applicable national securities exchange rules or the
instrument under which it serves in such capacity; and
(iii) the record holder has indicated on the proxy card
or otherwise notified Seaboard that it does not have
authority to vote such shares on that matter.
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Attending the Meeting and Voting in Person
If you plan to attend the annual meeting and vote in
person, we will give you a ballot when you arrive.
However, if your shares are held in the name of your
broker, bank or other nominee (commonly referred to as
being held in "street" name), proof of ownership may be
required for you to be admitted to the meeting. A
recent brokerage statement or letter from a bank or
broker are examples of proof of ownership. If you want
to vote your shares of common stock held in street name
in person at the meeting, you will have to get a
written proxy in your name from the broker, bank or
other nominee who holds your shares.
Voting by Proxy
The Board of Directors solicits your proxy in the
form enclosed for use at the annual meeting. Any
stockholder giving a proxy in the enclosed form may
revoke it at any time before it is exercised. A
stockholder may revoke his or her proxy by delivering
to the Secretary of Seaboard a written notice of
revocation or a duly executed proxy bearing a later
date, or by attending the meeting and voting in person.
A completed and signed proxy in the enclosed form, if
received in time for voting and not revoked, will be
voted at the annual meeting in accordance with the
instructions of the stockholder. Where a stockholder's
voting instructions are not specified, the shares
represented by the proxy will be voted "for" the
election of the nominees for director listed herein,
"for" ratification of the selection of KPMG LLP as
independent auditors for 2005, and "against" the
stockholder proposal described herein that would
require Seaboard to prepare a sustainability report
examining the environmental impacts of both
Company-owned and contract farms. The Board of
Directors does not know of any matters that will be
brought before the meeting other than those referred to
in the Notice of Annual Meeting. However, if any other
matter properly comes before the meeting, it is
intended that the persons named in the enclosed form of
proxy, or their substitutes acting thereunder, will
vote on such matter in accordance with their discretion
and judgment. If your shares of common stock are held
in street name, you will receive instructions from your
broker, bank or other nominee that you must follow in
order to have your shares voted. Seaboard will bear
all expenses in connection with the solicitation of
proxies, including preparing, assembling, and mailing
this proxy statement. After the initial mailing of
this proxy statement, proxies may be solicited by mail,
telephone, facsimile transmission or personally by
directors, officers, employees or agents of Seaboard.
Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting
materials to beneficial owners of shares held of record
by them, and their reasonable out-of-pocket expenses
will be paid by Seaboard.
Vote Required
A favorable plurality of votes cast (a number
greater than those cast for any other candidates) is
necessary to elect members of the Board of Directors.
Accordingly, abstentions or broker non-votes as to the
election of directors will not affect the election of
the candidates receiving the plurality of votes. The
remaining proposals set forth herein require the
affirmative vote of the majority of the shares present
at the meeting. Shares represented by broker non-votes
as to such matters are treated as not being present for
the purposes of such matters, while abstentions as to
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such matters are treated as being present but not
voting in the affirmative. Accordingly, the effect of
broker non-votes is only to reduce the number of shares
considered to be present for the consideration of such
matters, while abstentions will have the same effect as
votes against the matter.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
as of January 31, 2005 (unless otherwise indicated)
regarding the beneficial ownership of Seaboard's common
stock by each person known to us to own beneficially
5 percent or more of Seaboard's common stock. Unless
otherwise indicated, all beneficial ownership consists
of sole voting and sole investment power. Seaboard is
a "controlled corporation," as defined in the rules of
the American Stock Exchange, because more than
50 percent of the voting power of Seaboard is owned by
Seaboard Flour LLC ("Seaboard Flour").
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
Seaboard Flour (1) 887,634.90 70.7%
822 Boylston Street
Suite 301
Chestnut Hill, MA 02467
Dimensional Fund Advisors Inc. (2) 79,200.00 6.3
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
(1) H. Bresky, President and Chief Executive
Officer of Seaboard, S. Bresky (H. Bresky's son and
Senior Vice President) and other members of the
Bresky family, including trusts created for their
benefit, beneficially own approximately 99.5 percent
of the common units of Seaboard Flour (formerly
Seaboard Flour Corporation). S. Bresky is the
co-trustee and beneficiary of some of the trusts
owning shares of Seaboard Flour stock. H. Bresky
may be deemed to have indirect beneficial ownership
of Seaboard's common stock held by Seaboard Flour by
virtue of his position as manager of Seaboard Flour,
with the right to vote Seaboard shares owned by
Seaboard Flour. In addition to the shares shown as
being owned by Seaboard Flour, H. Bresky and other
members of the Bresky family beneficially own a
total of 34,195 shares, or 2.7 percent, of
Seaboard's common stock.
3
(2) Beneficial ownership information concerning
Dimensional Fund Advisors Inc. was obtained from its
Schedule 13G report filed with the Securities and
Exchange Commission on February 9, 2005. According
to that report, Dimensional Fund Advisors furnishes
investment advice to four investment companies and
serves as investment manager to certain other trusts
and accounts which own these securities.
Dimensional Fund Advisors has disclaimed beneficial
ownership of the shares shown as being owned by it.
SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth certain information
as of January 31, 2005 regarding the beneficial
ownership of Seaboard's common stock by each of our
directors and director nominees, each of our executive
officers named in the Summary Compensation Table on
page 7 and all of our directors and executive officers
as a group.
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
H. Harry Bresky 897,495.90 (1) (2) 71.5%
Joe E. Rodrigues 200 *
David A. Adamsen 20 *
Douglas W. Baena 100 *
Kevin M. Kennedy 15 *
Steven J. Bresky 2,538 *
Robert L. Steer 250 *
John Lynch 55 *
All directors & executive officers 900,673.90 (1) 71.8
as a group (16 persons)
(1) The shares reported include 887,634.90 shares
of Seaboard's common stock that may be attributed to
H. Bresky by virtue of his position as manager of
Seaboard Flour, with the right to vote Seaboard
shares owned by Seaboard Flour, and 4,250 shares of
Seaboard's common stock that may be attributed to
him as co-trustee of the "Bresky Foundation" trust.
Approximately 99.5 percent of the common units of
Seaboard Flour are held by H. Bresky or in various
trusts for the benefit of H. Bresky's spouse,
S. Bresky and his issue and/or other Bresky family
members.
(2) These shares exclude 5,285 shares, or
0.4 percent of the class, held by H. Bresky's
spouse.
*Less than one percent.
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ITEM 1: ELECTION OF DIRECTORS
In March 2005, the Board of Directors increased the
number of directors from five to six (without filling
the vacancy), and nominated the following directors for
election to the Board. Unless otherwise specified,
proxies will be voted in favor of the election as
directors of these six persons for a term of one year
and until their successors are elected and qualified.
Director
Name Age Principal Occupations and Positions Since
H. Harry Bresky 79 Director, Chairman of the Board, President 1959
and Chief Executive Officer (since 2001),
President (from 1967-2001), Seaboard
Corporation; Manager, Seaboard Flour
(since 2002); President (1987-2002),
Treasurer (1973-2002), Seaboard Flour
Corporation.
Joe E. Rodrigues 68 Director, former Executive Vice President 1990
and Treasurer (retired 2001), Seaboard
Corporation.
David A. Adamsen 53 Director and Chairman of Audit Committee, 1995
Seaboard Corporation; Vice President-Group
General Manager, Northeast Region (since
2001), Vice President-Sales and Marketing,
Northeast Region (1999-2001), Dean Foods
Company, a dairy specialty-food processor
and distributor.
Douglas W. Baena 62 Director and Member of Audit Committee, 2001
Seaboard Corporation; Chief Executive
Officer (since 1997), CreditAmerica, Inc.,
venture capital company; Chief Executive
Officer (1999-2001), Ameristar Capital
Corporation, financial services company.
Kevin M. Kennedy 45 Director and Member of Audit Committee, 2003
Seaboard Corporation; President and Chief
Investment Officer (since 2001), Great
Circle Management LLC, a private equity
fund; Managing Director (Head Marine
Financing) (1999-2001), GE Capital
Services Structured Finance Group, Inc.
Steven J. Bresky 51 Senior Vice President, International *
Operations (since February 2001), Vice
President (1989-2001), Seaboard Corporation.
* Not currently a director.
H. Bresky is the father of Steven J. Bresky, Senior
Vice President, International Operations. There are no
arrangements or understandings between any nominee and
any other person pursuant to which such nominee was
nominated.
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In case any person or persons named herein for
election as directors are not available for election at
the annual meeting, proxies may be voted for a
substitute nominee or nominees (unless the authority to
vote for all nominees or for the particular nominee who
has ceased to be a candidate has been withheld), as
well as for the balance of those named herein.
Management has no reason to believe that any of the
nominees for the election as director will be
unavailable.
The Board of Directors recommends that you vote for
the election as directors of the six persons listed
above.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Meetings of the Board
The Board of Directors held five meetings in fiscal
2004, one of which was a telephonic meeting. Other
actions of the Board of Directors were taken by
unanimous written consent as needed. Each director
attended more than 75 percent of the aggregate of the
total number of meetings of the Board of Directors and
the total number of meetings held by all committees of
the Board on which he served.
Seaboard does not have any policy requiring
directors to attend Seaboard's annual meeting of
stockholders, although, generally, the directors have
attended Seaboard's annual stockholders' meetings. All
five incumbent directors attended the 2004 annual
meeting.
Committees of the Board
Seaboard's Board of Directors has established an
Audit Committee. There currently are no other standing
compensation, executive, nominating or other committees
of Seaboard's Board of Directors, or committees
performing similar functions of the Board.
Audit Committee. Seaboard's Board of Directors has
established an Audit Committee. Members of the Audit
Committee currently are David A. Adamsen, Douglas W.
Baena and Kevin M. Kennedy. The Audit Committee
selects and retains independent auditors and assists
the Board in its oversight of the integrity of
Seaboard's financial statements, including the
performance of our independent auditors in their audit
of our annual financial statements. The Audit
Committee meets with management and the independent
auditors as may be required. The independent auditors
have full and free access to the Audit Committee
without the presence of management. The Board of
Directors has determined that Kevin M. Kennedy is an
"audit committee financial expert" and is
"independent," each within the meaning of the rules and
regulations of the Securities and Exchange Commission.
Mr. Kennedy became a financial expert through his
experiences in obtaining a Masters Degree in Business
Administration, and in working as a bank officer for
Bank of New York, where he conducted financial analysis
and managed a corporate loan portfolio, as an officer
for GE Capital Services Structured Finance Group, Inc.,
where he supervised the financial analysis of potential
customers and structured complex transactions, and as
President and Chief Investment Officer of Great Circle
Capital LLC, where he is a member of the management
committee, responsible for financial reporting of a
private equity fund. The Audit Committee held five
meetings in fiscal 2004, three of which were telephonic
meetings.
6
Director Nominations. The Board of Directors
believes it is not necessary to have a separate
nominating committee because of the low turnover of
Board of Director seats and because the entire Board of
Directors participates in the consideration of director
nominees. The Board of Directors includes directors
who are not "independent" under the applicable American
Stock Exchange listing standards. There currently is
no charter that establishes procedures for the Board's
consideration of director nominees. The Board believes
that it should be comprised of directors with varied,
complementary backgrounds, and that directors should,
at a minimum, have expertise that may be useful to
Seaboard. Directors should also possess the highest
personal and professional ethics, and should be willing
and able to devote the required amount of time to
Seaboard's business. In determining whether a director
should be retained and stand for re-election, the Board
also considers that member's performance and
contribution to the Board during his tenure with the
Board. The Board of Directors has not established a
formal process for stockholders to follow to send
communications to the Board or its members, as
Seaboard's policy has been to forward to the directors
any stockholder correspondence it receives that is
addressed to them. Stockholders who wish to
communicate with the directors may do so by sending
their correspondence addressed to the director or
directors at Seaboard's headquarters at 9000 West
67th Street, Shawnee Mission, Kansas 66202, Attention:
General Counsel. Seaboard's policy is to consider
nominees who are submitted by stockholders on a
case-by-case basis. All nominees, including those
submitted by stockholders, will be evaluated using
generally the same methods and criteria, although those
methods and criteria are not standardized and may vary
from time to time.
Compensation of Directors
Each non-employee director receives $7,500 quarterly
and an additional $2,000 per quarter for service on the
Audit Committee of the Board. The Chairman of the
Audit Committee also receives an additional $1,000 per
quarter. Each non-employee director also receives an
additional $1,000 per telephonic meeting lasting longer
than one hour, excluding regular quarterly meetings
held telephonically.
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned,
during the fiscal years indicated, by the Chief
Executive Officer and the four other highest paid
executive officers of Seaboard (the "Named Executive
Officers") for such period in all capacities in which
they have served:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name Other(3)
and Annual All Other(4)
Principal Salary(1) Bonus(2) Compensation Compensation
Position Year ($) ($) ($) ($)
H. Harry Bresky 2004 1,002,000 1,500,000 22,860 31,200
President 2003 945,000 800,000 24,223 28,127
Chief Executive Officer 2002 900,000 800,000 27,051 23,949
Steven J. Bresky 2004 420,000 600,000 2,441 18,960
Senior Vice President, 2003 397,000 300,000 2,977 17,820
International Operations 2002 379,000 300,000 - 19,927
Robert L. Steer 2004 420,000 600,000 3,586 17,880
Senior Vice President, 2003 397,000 300,000 - 20,755
Treasurer and 2002 379,000 300,000 - 20,163
Chief Financial Officer
Rodney K. Brenneman 2004 344,681 500,000 6,386 9,900
President, Seaboard 2003 325,900 200,000 3,779 12,000
Farms, Inc. 2002 310,727 200,000 4,189 11,100
John Lynch (5) 2004 367,100 300,000 16,458 6,000
President, Seaboard 2003 356,600 125,000 22,765 6,000
Marine Ltd. 2002 340,100 200,000 28,502 5,100
(1) Salary includes amounts deferred at the election
of the Named Executive Officers under Seaboard's 401(k)
retirement savings plan and under Seaboard's Investment
Option Plan described below under "Benefit Plans."
(2) Reflects bonus earned for each fiscal year
presented and includes compensation reduced at the
election of the Named Executive Officers under
Seaboard's 401(k) retirement savings plan and under
Seaboard's Investment Option Plan described below under
"Benefit Plans."
(3) Other Annual Compensation represents benefits
earned under the Supplemental Executive Retirement Plan
described below under "Benefit Plans." In addition,
for J. Lynch, the amount includes imputed taxable
interest of $7,986, $6,103 and $10,102 for 2004, 2003
and 2002, respectively, on the employee loan described
under "Compensation Committee Interlocks and Insider
Participation."
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(4) All Other Compensation represents Seaboard's
contributions to our 401(k) retirement savings plan and
Investment Option Plan on behalf of the Named Executive
Officers. The amounts for fiscal 2004 are as follows:
(i) 401(k) retirement savings plan: H. Bresky $6,000,
S. Bresky $6,000, R. Steer $6,000, J. Lynch $6,000 and
R. Brenneman $6,000; and (ii) Investment Option Plan:
H. Bresky $25,200, S. Bresky $12,960, R. Steer $11,880
and R. Brenneman $3,900. The amounts for fiscal 2003
are as follows: (i) 401(k) retirement savings plan:
H. Bresky $6,000, S. Bresky $6,000, R. Steer $5,593, J.
Lynch $6,000 and R. Brenneman $6,000; and
(ii) Investment Option Plan: H. Bresky $22,127,
S. Bresky $11,820, R. Steer $17,820 and R. Brenneman
$6,000. The amounts for fiscal 2002 are as follows:
(i) 401(k) retirement savings plan: H. Bresky $5,100,
S. Bresky $4,495, R. Steer $5,001, J. Lynch $5,100 and
R. Brenneman $5,100; and (ii) Investment Option Plan:
H. Bresky $18,849, S. Bresky $15,432, R. Steer $15,162
and R. Brenneman $6,000. Excludes perquisites and
other benefits, unless the aggregate amount of such
compensation exceeds the lesser of either $50,000 or
10 percent of the total of annual salary and bonus
reported for the Named Executive Officer.
(5) Effective January 5, 2005, J. Lynch resigned his
position as President of Seaboard Marine Ltd. and was
replaced by Edward A. Gonzalez, previously Vice
President-Operations of Seaboard Marine Ltd.
BENEFIT PLANS
Executive Retirement Plan
The Seaboard Corporation Executive Retirement Plan
(the "Executive Retirement Plan") provides retirement
benefits for a select group of the officers and
managers, including the Named Executive Officers. The
Executive Retirement Plan was amended effective
November 2004 to give credit for all years of service
with Seaboard, both before and after becoming a
participant. For years of service before becoming a
participant (pre-participation service), the benefit is
equal to 0.65 percent of the final average remuneration
(salary plus bonus) of the participant plus 0.5 percent
of final average remuneration of the participant in
excess of Social Security Covered Compensation all
multiplied by the participant's pre-participation
service. For years of service after becoming a
participant (post-participation service), the benefit
is equal to 2.5 percent of the final average
remuneration of the participant multiplied by the
participant's years of post-participation service.
This amount is reduced by the following: (i) the
amount such participant has accrued under the Seaboard
Corporation Pension Plan (described below); (ii) the
amount, if any, of frozen benefits earned under the
Executive Retirement Plan prior to December 31, 1996,
pursuant to the Frozen Executive Benefit Plan described
below; (iii) the benefit earned under the Executive
Retirement Plan from 1994 though 1996 that resulted in
cash payments from the Plan that were based on the cost
to purchase such benefit; and (iv) the amount of any
benefit described in the Executive Retirement Plan for
H. H. Bresky described below. Benefits under the
Executive Retirement Plan are currently unfunded. As
of December 31, 2004, all of the Named Executive
Officers were fully vested as defined in the Executive
Retirement Plan. Payment of Executive Retirement Plan
benefits begins upon the earlier of: normal
9
retirement at age 62 or older, death, separation
of service (provided the employee is at least 55 years
old and has at least 10 years of service) or any change
of control of Seaboard. Subject to certain conditions,
the benefit is paid pursuant to a "Single Lump Sum
Payment," which is equivalent in value to the benefit
described above payable in "Single Life Annuity" form.
The Executive Retirement Plan allows for optional forms
of payment under certain circumstances. The tables
below show the amount of benefit a participant could
earn under the Executive Retirement Plan for
pre-participation and post-participation service,
assuming that the employee became a participant in the
Executive Retirement Plan on January 1, 1994 (note that
each Named Executive began participation on that date).
For simplification, the tables reflect annual payments
for retirement at age 62 in 2004. Because Social
Security Covered Compensation varies depending on year
of birth, the benefits shown for pre-participation
service would be slightly smaller for a participant
with the same pay and service that attains age 62 later
than 2004 and slightly larger for a participant that
attained age 62 prior to 2004. The post-participation
service table reflects the offset under (i) above
related to the benefit earned under the Seaboard
Corporation Pension Plan for post-1994 service. See the
summary below for an explanation of the benefits
payable from the Seaboard Corporation Pension Plan.
Any benefit payable from the Seaboard Corporation
Pension Plan earned prior to 1994 and any of the
offsets summarized in (ii) through (iv) above are not
reflected in the tables as these amounts depend on the
specific arrangements applicable to each employee. The
amounts shown are based on a "Single Life Annuity" form
of payment reflecting various remuneration and years of
service.
EXECUTIVE RETIREMENT PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1994 (Post-participation Service)
REMUNERATION 15 20 25 30 35
$ 300,000 81,200 108,200 135,300 162,400 189,400
$ 400,000 118,700 158,200 197,800 237,400 276,900
$ 500,000 156,200 208,200 260,300 312,400 364,400
$ 600,000 193,700 258,200 322,800 387,400 451,900
$ 750,000 250,000 333,200 416,600 499,900 583,200
$1,000,000 343,700 458,200 572,800 687,400 801,900
$1,250,000 437,500 583,200 729,100 874,900 1,020,700
$1,500,000 531,200 708,200 885,300 1,062,400 1,239,400
$2,000,000 718,700 958,200 1,197,800 1,437,400 1,676,900
$2,500,000 906,200 1,208,200 1,510,300 1,812,400 2,114,400
$3,000,000 1,093,700 1,458,200 1,822,800 2,187,400 2,551,900
The compensation for purposes of determining the
pension benefits consists of salary and bonus.
Credited years of service for each of the Named
Executive Officers after January 1, 1994 is 11 years.
None of the benefits payable contain an offset for
social security benefits.
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EXECUTIVE RETIREMENT PLAN TABLE
YEARS OF SERVICE BEFORE JANUARY 1, 1994 (Pre-participation Service)
REMUNERATION 5 10 15 45
$ 300,000 15,900 31,800 47,700 143,100
$ 400,000 21,700 43,300 65,000 194,900
$ 500,000 27,400 54,800 82,200 246,600
$ 600,000 33,200 66,300 99,500 298,400
$ 750,000 41,800 83,600 125,300 376,000
$1,000,000 56,200 112,300 168,500 505,400
$1,250,000 70,500 141,100 211,600 634,700
$1,500,000 84,900 169,800 254,700 764,100
$2,000,000 113,700 227,300 341,000 1,022,900
$2,500,000 142,400 284,800 427,200 1,281,600
$3,000,000 171,200 342,300 513,500 1,540,400
The compensation for purposes of determining the
pension benefits consists of salary and bonus. The
credited years of service before January 1, 1994 for
each of the named executive Officers is as follows:
H. Bresky, 45.58; S. Bresky, 14; R. Steer, 9;
R. Brenneman, 4; and J. Lynch, 6. None of the benefits
payable contain an offset for social security benefits.
Frozen Executive Benefit Plan
Mr. H. Bresky and Mr. Lynch are each 100 percent
vested in an Executive Benefit Plan, frozen effective
December 31, 1996, in which Mr. H. Bresky has accrued
an annual benefit of $22,500 upon his retirement, and
Mr. Lynch has accrued an annual benefit of $4,911.30
upon his retirement. Under the Executive Benefit Plan,
the automatic form of benefit payment is pursuant to a
"Ten-Year Certain and Continuous Annuity." This means
each will receive a monthly annuity benefit for his
lifetime and, if he dies while in the ten-year certain
period, the balance of the ten-year benefit will be
paid to his designated beneficiary. If the participant
dies while employed by Seaboard or after retirement,
but before the commencement of benefits, monthly
payments would be made to the participant's beneficiary
in the form of a 100 percent joint and survivor
benefit. The Executive Benefit Plan allows for
optional forms of payment under certain circumstances.
The amount of benefit payable under the Executive
Benefit Plan reduces the benefit payable to
Mr. H. Bresky and Mr. Lynch under the Executive
Retirement Plan.
Seaboard Corporation Pension Plan
The Seaboard Corporation Pension Plan ("the Plan")
provides defined benefits for its domestic salaried and
clerical employees upon retirement. Beginning in
fiscal 1997, each of the individuals named in the
Summary Compensation Table participates in this Plan.
Benefits under this Plan generally are based upon the
number of years of service and a percentage of final
average remuneration (salary plus bonus), subject to
limitation under applicable federal law. As of
December 31, 2004, all of the Named Executive Officers
were fully vested, as defined in the Plan. Under the
Plan, the benefit payment for a married participant is
pursuant to a "50 Percent Joint and
11
Survivor Annuity." This means the participant will
receive a monthly annuity benefit for his/her
lifetime and an eligible surviving spouse will receive
a lifetime annuity equal to 50 percent of the
participant's benefit. The payment of the benefit for
an unmarried participant is pursuant to a "Single Life
Annuity." The Plan allows for optional forms of
payment under certain circumstances. The amount of
benefit payable under this Plan reduces the benefit
payable to the participants under the Executive
Retirement Plan. The normal retirement age under the
Plan is age 65. However, unreduced benefits are
available at age 62 with 5 years of service. For
consistency with the Executive Retirement Plan, the
table below shows benefits by remuneration and years
of service for an employee retiring at age 62 in 2004.
PENSION PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1997
REMUNERATION 15 20 25 30 35
$ 125,000 17,500 23,400 29,200 35,000 40,900
$ 150,000 21,800 29,100 36,400 43,700 50,900
$ 175,000 26,100 34,900 43,600 52,300 61,000
$ 200,000 30,500 40,600 50,800 60,900 71,100
More than $225,000 31,300 41,800 52,200 62,600 73,100
The compensation for purposes of determining the
pension benefits consists of salary and bonus.
Credited years of service for each of the named
executive officers is 8 years. None of the benefits
payable contain an offset for social security benefits.
Each of the Named Executive Officers in the Summary
Compensation Table is 100 percent vested under a
particular defined benefit ("Benefit") that was frozen
at December 31, 1993 as part of the Plan. A definitive
actuarial determination of the benefit amounts was made
in 1995. The annual amounts payable upon retirement
after attaining age 62 under this Benefit are as
follows: H. Bresky, $120,108; S. Bresky, $32,796;
R. Steer, $15,490; J. Lynch, $25,872; and R. Brenneman
$6,540. Under this Benefit, the payment of the benefit
for a married participant is pursuant to a "Ten-year
Certain and Continuous Annuity." This means the
participant would receive a monthly annuity benefit for
his/her lifetime and, if the participant dies while in
the ten-year certain period, the balance of the
ten-year benefit would be paid to his/her designated
beneficiary. The payment of the benefit for an
unmarried participant is pursuant to a "Single Life
Annuity." If the participant dies while employed by
Seaboard or after retirement, but before the
commencement of benefits, monthly payments would be
made to the participant's beneficiary in the form of a
100 percent joint and survivor benefit. The Plan
allows for optional forms of payment under certain
circumstances. The amount payable under this Benefit
reduces the benefit payable to the participants under
the Executive Retirement Plan.
Supplemental Executive Retirement Plan for H. Harry Bresky
Mr. H. Bresky is entitled to receive a supplementary
annual pension in the amount of $410,088 per year.
Under this agreement, the benefit payment is pursuant
to a "Ten-Year Certain and Continuous Annuity." This
means Mr. H. Bresky will receive a monthly annuity
benefit for
12
his lifetime and, if Mr. H. Bresky dies while in the
ten-year certain period, the balance of the ten-year
benefit will be paid to his designated beneficiary. If
Mr. H. Bresky dies while employed by Seaboard or
after retirement, but before the commencement of
benefits, monthly payments would be made to Mr. H.
Bresky's beneficiary for a period of ten years. Payment
of benefits commences upon Mr. H. Bresky's retirement
from Seaboard. The amount of benefit payable under this
agreement reduces the benefit payable to Mr. H. Bresky
under the Executive Retirement Plan described above.
Supplemental Executive Retirement Plan
The Supplemental Executive Retirement Plan provides
for discretionary investment options under the
Investment Option Plan (described below) and for cash
compensation payable to J. Lynch in 2004, 2003 and 2002
in an amount equal to 3 percent of the participant's
annual compensation in excess of the Tax Code
limitation on the amount of compensation that can be
taken into account under the 401(k) retirement savings
plan of Seaboard. The amounts of such limitations for
the years 2004 and 2003 was $200,000 and $170,000 for
2002. Additionally, the cash compensation amounts paid
pursuant to this plan are grossed up to cover
100 percent of a participant's estimated income tax
liability on the benefit. The amounts of benefits
payable, including the gross up for taxes, under the
Supplemental Executive Retirement Plan is reported in
the Summary Compensation Table above.
Investment Option Plan
The Investment Option Plan allows executives to
reduce their compensation in exchange for options to
buy shares of certain mutual funds and/or pooled
separate accounts. However, as a result of U.S. tax
legislation passed in October 2004, reductions to
compensation after 2004 are no longer allowed. In
addition, Seaboard may grant discretionary investment
options under the Investment Option Plan, which do not
require a reduction to executive compensation. The
exercise price for each investment option is
established based upon the fair market value of the
underlying investment on the date of grant.
Executive Deferred Compensation Plan
The Executive Deferred Compensation Plan requires
the deferral of salary and bonus on a pre-tax basis for
executives whose compensation exceeds $1 million, the
maximum allowable deductible amount under
Section 162(m) of the Code, and who the Board has
designated to participate in the plan. To date, the
Board has only designated H. Bresky as a participant in
the plan.
Retiree Medical Benefit Plan
The Seaboard Corporation Retiree Medical Benefit
Plan provides family medical insurance to the named
executive officers (other than J. Lynch) upon the
retirement, involuntary termination of employment,
change of control or death of the participant.
13
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The following information is to provide stockholders
and other interested parties with a clear understanding
of Seaboard's philosophy regarding executive
compensation and to provide insight behind fundamental
compensation decisions.
Seaboard maintains the philosophy that determination
of compensation for its executive officers by the Board
of Directors is primarily based upon recognition that
these officers are responsible for implementing
Seaboard's long-term strategic objectives. Seaboard's
goals with respect to its executive compensation
policies described below are to attract and retain top
executive employees.
Base compensation, increases thereto, and bonus
compensation for executive officers as presented in the
Summary Compensation Table herein are determined by the
following factors:
Competitive compensation ranges at or above the
average of a select group of comparable companies
in an independent market assessment which included
peer group analysis and comparison of national
survey data. As most of the peer group companies
offer their executives long-term stock incentives,
in addition to base and bonus compensation, while
Seaboard does not, the Board also considers this
factor in its compensation decisions. This peer
group is comprised of comparable sized firms in
the food processing and grain industries. While
this group contains some of the same firms listed
in the peer group index in the total return graphs
herein, it is not identical.
The diversity and complexity of Seaboard's
businesses.
The amount of the bonus for the Chief Executive
Officer and other executive officers is partially
based on Company performance.
As Chief Executive Officer, Mr. H. Bresky's base
compensation and bonus are also determined based on a
survey of the select group of firms referenced above.
An analysis of the data presented in this survey shows
that the typical total cash compensation for Chief
Executive Officers of these entities is comparable to
the base compensation and bonus paid to Mr. H. Bresky.
Pursuant to Section 162(m) of the Internal Revenue
Code, compensation in excess of $1 million paid to
Mr. H. Bresky is not deductible by Seaboard, subject to
certain exceptions. The Board of Directors has
considered the effect of Section 162(m) of the Code on
the Corporation's executive compensation. As such, to
assure that Seaboard does not lose deductions for
compensation paid, the Board of Directors has adopted
the Executive Deferred Compensation Plan described
above, requiring the executive to defer receipt of any
compensation in excess of $1 million that is not
deductible. In 2004, 2003 and 2002, no deferral was
required as Mr. Bresky elected under the Investment
Option Plan to reduce his compensation below
$1 million.
The foregoing report has been furnished by the Board
of Directors:
H. Harry Bresky Joe E. Rodrigues David A. Adamsen
Douglas W. Baena Kevin M. Kennedy
14
COMPANY PERFORMANCE
The Securities and Exchange Commission requires a
five-year comparison of stock performance for Seaboard
with that of an appropriate broad equity market index
and similar industry index. Seaboard's common stock is
traded on the American Stock Exchange, and one
appropriate comparison is with the American Stock
Exchange Market Value Index performance. Because there
is no single industry index to compare stock
performance, the companies comprising the Dow Jones
Food and Marine Transportation Industry indices (the
"Peer Group") were chosen as the second comparison.
The following graph shows a five-year comparison of
cumulative total return for Seaboard, the American
Stock Exchange Market Value Index and the companies
comprising the Dow Jones Food and Marine Transportation
Industry indices weighted by market capitalization for
the five fiscal years commencing December 31, 1999, and
ending December 31, 2004. The information presented in
the performance graph is historical in nature and is
not intended to represent or guarantee future returns.
15
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SEABOARD CORPORATION,
THE AMEX MARKET VALUE
(U.S. & FOREIGN) INDEX AND A PEER GROUP
The graph depicts data points below.
* $100 invested on 12/31/99 in stock or index-
including reinvestment of dividends.
Fiscal year ending December 31.
The comparison of cumulative total returns presented
in the above graph was plotted using the following
index values and common stock price values:
12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
Seaboard Corporation $100.00 $ 80.77 $159.15 $127.18 $150.11 $534.49
AMEX Market Value $100.00 $130.14 $137.33 $146.61 $191.55 $227.57
(U.S. & Foreign)
Peer Group $100.00 $112.11 $117.32 $119.36 $130.87 $157.39
16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has no compensation
committee. Mr. H. Bresky is a member of the Board of
Directors of Seaboard and participates in decisions by
the Board regarding executive compensation.
On February 2, 2000, Seaboard loaned Mr. Lynch
$400,000 to purchase his primary residence. The
promissory note is payable on demand, bears no interest
and is secured by a mortgage on the home. In
accordance with Internal Revenue Service regulations,
Mr. Lynch's annual compensation includes an amount for
imputed interest, as reported in the Summary
Compensation Table above.
Upon Mr. Rodrigues' retirement as Executive Vice
President and Treasurer in February 2001, Seaboard
entered into a consulting agreement with Mr. Rodrigues
for various services related to certain of Seaboard's
foreign investments. During 2004, 2003 and 2002,
Seaboard paid Mr. Rodrigues $-0-, $-0- and $10,000,
respectively, for consulting fees and reimbursed him
$-0-, $6,708 and $6,935, respectively, for
out-of-pocket expenses. Also, during 2004, 2003 and
2002, Seaboard paid Mr. Rodrigues $450,024, $442,780
and $431,992, respectively, under various retirement
plans.
Seaboard Flour maintains a deposit with Seaboard to
pay for any miscellaneous operating expenses incurred
by Seaboard on behalf of Seaboard Flour. The largest
amount on deposit during 2004 was $35,809 on
May 29, 2004. As of December 31, 2004, Seaboard owed
Seaboard Flour $19,159.
During 2002, Seaboard consummated a transaction
("Transaction") with its parent company, Seaboard
Flour, pursuant to which Seaboard effectively
repurchased 232,414.85 shares of its common stock owned
by Seaboard Flour for $203.26 per share. Of the total
consideration of $47,241,000, Seaboard Flour was
required under the terms of the Transaction immediately
to pay $11,260,000 to Seaboard to repay in full all
indebtedness owed by Seaboard Flour to Seaboard, and to
use the balance of the consideration to pay bank
indebtedness of Seaboard Flour and Transaction
expenses. During the fourth quarter of 2002, Seaboard
cancelled 534,547 shares of common stock held in
treasury, including shares previously held by Seaboard
Flour.
The Transaction was approved by Seaboard's Board of
Directors after receiving the recommendation in favor
of the Transaction by a special committee of
independent directors. The special committee was
advised by independent legal counsel and an independent
investment banking firm. As a result of the
Transaction, the Seaboard Flour's ownership interest
dropped from 75.3 percent to 70.7 percent.
As a part of the Transaction, Seaboard Flour
transferred to Seaboard rights to receive possible
future cash payments from a subsidiary of Seaboard
Flour, based primarily on the future sale of real
estate and the benefit of other assets owned by that
subsidiary. Seaboard also received tax net operating
losses ("NOLs") totaling $8,317,000, which may allow
Seaboard to reduce the amount of future income taxes it
otherwise would pay. To the extent Seaboard receives
cash payments in the future as a result of the
transferred rights or reduces its federal income taxes
payable by
17
utilizing the NOLs, Seaboard will issue to Seaboard
Flour new shares of common stock with a value equal to
the cash received and/or the NOL utilized. For these
purposes, the value of the common stock issued will
be equal to the ten day rolling average closing price,
determined as of the twentieth day prior to the issue
date. The maximum number of shares of common stock
which may be issued to Seaboard Flour under the
Transaction is capped at 232,414.85, the number of
shares which were originally purchased from Seaboard
Flour. As of December 31, 2004, Seaboard had not
received any cash payments from the subsidiary of
Seaboard Flour and had not used any NOLs. The right to
receive such payments expires September 17, 2007. If
on September 17, 2007 there are remaining NOLs that
have not been used, then Seaboard is to issue shares
based on the present value of such NOLs projected to be
used in the future.
The NOLs totaling $8,317,000 may be utilized in
Seaboard's 2004 tax return, pending finalization of the
audits of Seaboard's prior years' income tax returns
currently being conducted by the Internal Revenue
Service. If these NOLs are not utilized in the 2004
tax return, they will be carried forward. If these
NOLs are utilized in the 2004 tax return (anticipated
to be filed September 15, 2005) or in subsequent tax
returns, Seaboard will issue additional shares of its
common stock to Seaboard Flour in accordance with the
terms of the Transaction.
ITEM 2: SELECTION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has
selected the independent certified public accounting
firm of KPMG LLP as Seaboard's independent auditors to
audit the books, records and accounts of Seaboard for
the year ending December 31, 2005. Stockholders will
have an opportunity to vote at the annual meeting on
whether to ratify the Audit Committee decision in this
regard. Seaboard has been advised by KPMG LLP that
neither it nor any member or associate has any
relationship with Seaboard or with any of its
affiliates other than as independent accountants and
auditors.
Submission of the selection of the independent
auditors to the stockholders for ratification will not
limit the authority of the Audit Committee to appoint
another independent certified public accounting firm to
serve as independent auditors if the present auditors
resign or their engagement otherwise is terminated.
Submission to the stockholders of the selection of
independent auditors is not required by Seaboard's
bylaws.
A representative of KPMG LLP is expected to be
present at the annual meeting. Such representative
will have an opportunity to make a statement if he or
she desires to do so and will be available to respond
to appropriate questions.
The Board of Directors recommends that you vote for
approval of the selection of KPMG LLP.
18
Independent Auditors' Fees
The following table presents fees for professional
audit services rendered by KPMG LLP for the audit of
Seaboard's annual financial statements for 2004 and
2003, and fees billed for other services rendered by
KPMG LLP during such years.
Type of Fee 2004 2003
Audit Fees (1) $1,327,535 $622,124
Audit-Related Fees (2) 145,498 191,527
Tax Fees (3) 338,513 195,717
All Other Fees (4) 1,080 1,503
(1) Audit Fees, including those for statutory
audits, include the aggregate fees paid by us during
2004 and 2003 for professional services rendered by
KPMG LLP for the audit of our annual financial
statements and internal controls over financial
reporting, and the review of financial statements
included in our quarterly reports on Form 10-Q.
(2) Audit Related Fees include the aggregate fees
paid by us during 2004 and 2003 for assurance and
related services by KPMG LLP that are reasonably
related to the performance of the audit or review of
our financial statements and not included in Audit
Fees, including employee benefit plan audits and
special project work related to Section 404 of the
Sarbanes-Oxley Act of 2002.
(3) Tax Fees include the aggregate fees paid by us
during 2004 and 2003 for professional services
rendered by KPMG LLP for tax compliance, tax advice
and tax planning, including IRS audit support and
transfer pricing studies.
(4) All Other Fees represent miscellaneous services
performed in certain foreign countries.
Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee has established a policy to
pre-approve all audit and permissible non-audit
services. Prior to the engagement of the independent
auditor, the Audit Committee pre-approves the services
by category of service. Fees are estimated and the
Audit Committee requires the independent auditor and
management to report actual fees as compared to
budgeted fees by category of service. The Audit
Committee has delegated pre-approval authority to the
Audit Committee chairman for engagements of less than
$25,000. For informational purposes only, any
pre-approval decisions made by the Audit Committee
chairman are reported at the Audit Committee's next
scheduled meeting. The percentage of audit-related
fees, tax fees and all other fees that were approved by
the Audit Committee for fiscal 2004 is 99.9 percent of
the total fees incurred.
19
Audit Committee Report to Stockholders
The Audit Committee of Seaboard is comprised of
three directors who are "independent," as defined by
the American Stock Exchange, and operates under a
written charter. A copy of the Audit Committee Charter
was attached to the proxy statement with respect to the
2004 annual meeting of stockholders.
The Audit Committee has reviewed the audited
financial statements for fiscal year 2004 and discussed
them with management and with the independent auditors,
KPMG LLP. The Audit Committee also discussed with
KPMG LLP the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication
with Audit Committees," as amended.
The Audit Committee has received the written
disclosures and the letter from the independent
auditors required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit
Committees," as amended, and have discussed with the
independent auditors their independence. The Audit
Committee has concluded that the independent auditors
currently meet applicable independence standards.
The Audit Committee has reviewed the independent
auditors' fees for audit and non-audit services for
fiscal year 2004. The Audit Committee considered
whether such non-audit services are compatible with
maintaining independent auditor independence and has
concluded that they are compatible at this time.
Based on its review of the audited financial
statements and the various discussions referred to
above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be
included in Seaboard's Annual Report on Form 10-K for
the year ended December 31, 2004.
The foregoing has been furnished by the Audit
Committee:
David A. Adamsen (chair) Douglas W. Baena Kevin M. Kennedy
ITEM 3: STOCKHOLDER PROPOSAL FOR PREPARATION OF
SUSTAINABILITY REPORT ON ENVIRONMENTAL IMPACTS OF FARMS
Stockholder Proposal
Sierra Club, 311 California Street, Suite 510, San
Francisco, California 94104, which owns 19 shares of
Seaboard's common stock, proposes the adoption of the
following resolution, and has furnished the following
statement in support of its proposal:
RESOLVED: Shareholders request that
Seaboard Corporation prepare a sustainability
report, at reasonable cost and omitting
proprietary information, examining the
environmental impacts of both company-owned
and contract farms. The report should be
made available to shareholders by April 2006.
20
We believe responsible implementation of a sound,
credible environmental policy increases long-term
shareholder value by raising efficiency, decreasing
clean-up costs, reducing litigation, and enhancing
public image and product attractiveness. Adherence
to public standards for environmental performance
gives a company greater public credibility than
standards created by industry alone.
Seaboard Corporation faces serious environmental
liability. According to, a summary of the regional
economic effects of concentrated animal feeding
operations (CAFOs) by Dr. William J. Weida, Department
of Economics, The Colorado College, Colorado Springs,
CO, the cost of lagoon closures in 1995 dollars is
$42,000 a surface acre. This cost could pose a
detriment to the income of shareholders if Seaboard is
in control of substantial numbers of CAFOs with lagoons
or other animal manure at sites nearing retirement age.
Public health presents an obvious concern.
According to Dr. Weida, pathogens present in hog manure
could be transported to ground water supplies through
improperly sealed wells or other naturally occurring
pathways. Studies released since 1999 have found that
a broad profile of chemical and microbial constituents
are present in both ground and surface water proximal
to large-scale swine operations--chemical (pesticides,
antibiotics, heavy metals, minerals, and nutrients) and
microbial (Escherichia coli, Salmonella sp.,
Enterococcus sp., Yersinia sp., Campylobacter sp.,
Cryptosporidium parvum) contaminants were present.
Moreover, an article in the 2001 Appraisal Journal
cited several studies from across the county
documenting proximate property values negatively
impacted when located near a CAFO. Case studies from
Washington and Michigan states show a 50%
reduction. Also, a Nebraska Appellate Court ruled in
favor of Livingston v. Jefferson County when a CAFO
operator protested his property value based on his own
proximity to his hog confinement. The court ordered
the lower state Tax Equalization Review Commission to
grant him a 30% reduction. These trends could
foretell a future opening for litigation and liability
for Seaboard and its shareholders.
We believe shareholders would be well served by a
rigorous report outlining the environmental impacts of
our company's operations. We urge you to vote FOR
this resolution.
Company Response to Stockholder Proposal
Seaboard, as a part of its ordinary course of
business, considers the impact of environmental matters
on its business operations. The Board of Directors
endorses Seaboard's extensive investment in the areas
of environmental protection and compliance, and doesn't
see any need for the preparation of a sustainability
report.
Board Recommendation
The Board of Directors recommends that you vote
AGAINST the stockholder proposal.
21
OTHER MATTERS
The notice of meeting provides for the election of
Directors, the selection of independent auditors and
for the transaction of such other business, including
consideration of a stockholder proposal, as may
properly come before the meeting. As of the date of
this proxy statement, the Board of Directors does not
intend to present to the meeting any other business,
and, except for the stockholder's proposal, it has not
been informed of any business intended to be presented
by others. However, if any other matters properly come
before the meeting, the persons named in the enclosed
proxy will take action and vote proxies, in accordance
with their judgment of such matters.
Action may be taken on the business to be transacted
at the meeting on the date specified in the notice of
meeting or on any date or dates to which such meeting
may be adjourned.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the copies of reports
furnished to Seaboard and written representations that
no other reports were required, Seaboard believes that
during fiscal 2004 all reports of ownership required
under Section 16(a) of the Securities Exchange Act of
1934 for Directors and executive officers of Seaboard
and beneficial owners of more than 10 percent of
Seaboard's common stock have been timely filed.
STOCKHOLDER PROPOSALS
It is anticipated that the 2006 annual meeting of
stockholders will be held on April 24, 2006. Any
stockholder who intends to present a proposal at the
2006 annual meeting must deliver the proposal to
Seaboard at 9000 West 67th Street, Shawnee Mission,
Kansas 66202, Attention: David M. Becker by the
applicable deadline below:
If the stockholder proposal is intended for
inclusion in Seaboard's proxy materials for that
meeting, Seaboard must receive the proposal no
event later than November 14, 2005. Such proposal
must also comply with the other requirements of
the proxy solicitation rules of the Securities and
Exchange Commission.
If the stockholder proposal is to be presented
without inclusion in Seaboard's proxy materials
for that meeting, Seaboard must receive the
proposal no event later than January 25, 2006.
Proxies solicited in connection with the 2006 annual
meeting of stockholders will confer on the appointed
proxies discretionary voting authority to vote on
stockholder proposals that are not presented for
inclusion in the proxy materials unless the proposing
stockholder notifies Seaboard by January 25, 2006 that
such proposal will be made at the meeting.
The Board of Directors does not provide a process
for stockholders to send communications to the Board
because it believes that the process available under
applicable federal securities laws for stockholders to
submit proposals for consideration at the annual
meeting is adequate.
22
FINANCIAL STATEMENTS
The consolidated financial statements of Seaboard
for the fiscal year ended December 31, 2004, together
with corresponding consolidated financial statements
for the fiscal year ended December 31, 2003, are
contained in the Annual Report which is mailed to
stockholders with this proxy statement. The Annual
Report is not to be regarded as proxy solicitation
material.
ADDITIONAL INFORMATION
Any stockholder desiring additional information
about Seaboard and its operations may, upon written
request, obtain a copy of Seaboard's Annual Report to
the Securities and Exchange Commission on Form 10-K
without charge. Requests should be directed to
Shareholder Relations, Seaboard Corporation, 9000 West
67th Street, Shawnee Mission, Kansas 66202. Seaboard's
Annual Report to the Securities and Exchange Commission
on Form 10-K is also available on Seaboard's Internet
website at www.seaboardcorp.com.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission has adopted
rules that permit companies and intermediaries
(including brokers) to satisfy the delivery
requirements for proxy statements and annual reports
with respect to two or more stockholders sharing the
same address by delivering a single proxy statement
addressed to those stockholders. This process, which
is commonly referred to as "householding," potentially
means extra convenience for stockholders and cost
savings for companies.
This year, a number of brokers with account holders
who are stockholders of Seaboard may be "householding"
our proxy materials. A single proxy statement may be
delivered to multiple stockholders sharing an address
unless contrary instructions have been received from
the affected stockholders. Once you have received
notice from your broker that it will be "householding"
communications to your address, "householding" will
continue until you are notified otherwise or until you
notify your broker or us that you no longer wish to
participate in "householding." If, at any time, you no
longer wish to participate in "householding" and would
prefer to receive a separate proxy statement and annual
report in the future you may (i) notify your broker;
(ii) direct your written request to: Shareholder
Relations, Seaboard Corporation, 9000 West 67th Street,
Shawnee Mission, Kansas 66202; or (iii) contact
Shareholder Relations at (913) 676-8800. Stockholders
who currently receive multiple copies of the proxy
statement at their address and would like to request
"householding" of their communications should contact
their broker. In addition, we will promptly deliver,
upon written or oral request to the address or
telephone number above, a separate copy of the annual
report and proxy statement to a stockholder at a shared
address to which a single copy of the documents was
delivered.
23