Form 8-K/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2019 (August 7, 2018)

 

 

SANDERSON FARMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi   1-14977   64-0615843

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

127 Flynt Road

Laurel, Mississippi

  39443
(Address of principal executive offices)   (Zip Code)

(601) 649-4030

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 to Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Reports on Form 8-K of Sanderson Farms, Inc. (the “Registrant”) filed with the Securities and Exchange Commission on August 8, 2018 and September 21, 2018 (collectively, the “Original Form 8-Ks”). The Original Form 8-Ks reported the appointment of David Barksdale to serve as a Class A director of the Registrant effective August 7, 2018 and the appointment of Edith Kelly-Green to serve as a Class B director of the Registrant effective September 20, 2018. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(d)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-Ks.

Section 5 – Corporate Governance and Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2019, the Board of Directors of the Registrant appointed Mr. Barksdale to its Audit Committee and Compensation Committee, and Ms. Kelly-Green to its Audit Committee and Nominating and Governance Committee. The Board of Directors also appointed Ms. Kelly-Green to be the Vice Chair of the Nominating and Governance Committee.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SANDERSON FARMS, INC.

(Registrant)

 

Date: January 23, 2019     By:   /s/ D. Michael Cockrell
      D. Michael Cockrell
      Treasurer and Chief Financial Officer