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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 29, 2009
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
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| Mississippi
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1-14977
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64-0615843 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 127 Flynt Road |
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| Laurel, Mississippi
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39443 |
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| (Address of principal executive offices)
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(Zip Code) |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY NOTE
The Registrant is filing this amended Form 8-K to correct the statement in the original Form 8-K
that the form of Restricted Stock Agreement relating to the grants of restricted stock made on
January 29, 2009 were “substantially similar” to the form of agreement that was filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K on December 2, 2005. In fact, the form of
agreement used for the January 29, 2009 grants and signed by the Registrant and the restricted
stock recipients differed from the prior form, in that it provided that the shares would become
fully vested upon the holder’s death, disability or retirement. That form of agreement was used by
the Registrant in error. On August 6, 2009, the Compensation Committee of the Registrant’s Board
of Directors ratified the form of agreement that was used for the January 29, 2009 grants, which
the Registrant filed as Exhibit 10.2 to its Form 10-Q for the fiscal quarter ended January 31, 2009
and incorporates herein by reference.
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
On January 29, 2009, the Compensation Committee of the Registrant’s Board of Directors took the
following actions:
(1) The Committee adopted a Bonus Award Program for the Registrant’s salaried employees and
accounting trainees effective November 1, 2008. If the Registrant meets net income per share and
minimum return on average stockholders’ equity goals for the fiscal year ended October 31, 2009,
the program provides for the award of bonuses to eligible participants equal to a percentage of
their base salary. The total award a participant can receive has two components: a percentage based
on the Registrant’s earnings per share, and a percentage based on the Registrant’s operational
performance. A copy of the Bonus Award Program is filed herewith as Exhibit 10 and is incorporated
herein by reference.
(2) The Committee ratified the payment of certain miscellaneous items of compensation during fiscal
2008 to the Registrant’s executive officers, as follows:
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Joe F. Sanderson, |
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D. Michael |
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James A. |
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Jr., |
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Lampkin Butts, |
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Cockrell, |
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Grimes, |
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| Type |
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Chairman & CEO |
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President & COO |
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Treasurer & CFO |
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Secretary |
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Personal Use of Company and Charter Aircraft |
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58,607 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Reimbursement of Estimated Income Tax Liability |
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16,282 |
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82 |
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20 |
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0 |
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Other Travel Related Expenses |
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991 |
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2,797 |
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0 |
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0 |
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401(k) Plan Matching Contribution |
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6,973 |
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8,470 |
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9,036 |
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5,079 |
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Life Insurance |
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233 |
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233 |
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233 |
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233 |
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Total |
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$ |
83,086 |
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$ |
11,582 |
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$ |
9,289 |
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$ |
5,312 |
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(3) The Committee adopted changes to its long term equity incentive program, as follows: (a)
In the past, the Committee had granted long term incentive awards every other year composed of a
combination of performance shares and restricted stock, at a ratio of 75% to 25%, respectively, for
the Chief Operating Officer (COO) and the Chief Financial Officer (CFO) and at a ratio of 65% to
35%, respectively, for the Secretary. The Committee decided to change the mix of performance shares
and restricted stock for future awards to all program participants to 50%/50%. (b) The Committee
changed the length of the performance cycle for future performance share awards from three years to
two.
The Committee then approved incentive awards under the Registrant’s Stock Incentive Plan for the
COO, CFO and Secretary, incorporating the above changes, as follows:
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| Name and Title |
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Performance Shares |
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Shares of Restricted Stock |
Lampkin Butts, President & COO |
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9,800 |
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9,800 |
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D. Michael Cockrell, Treasurer & CFO |
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9,800 |
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9,800 |
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James A. Grimes, Secretary |
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1,450 |
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1,450 |
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The CEO previously indicated to the Compensation Committee and the Board of Directors that he does
not intend to accept any additional grants of stock under the Stock Incentive Plan at this time.
The form of Performance Share Agreement relating to the grants of performance shares will be filed
with the Registrant’s next 10-Q report and, except for the length of the performance period, as
described above, will be substantially similar to the form of agreement that was described in the
Registrant’s 8-K report filed on October 31, 2007 (which report is incorporated herein by
reference) and filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year
ended October 31, 2007. The form of Restricted Stock Agreement relating to the grants of restricted
stock will also be filed with the Registrant’s next 10-Q report and will be substantially similar
to the form of agreement that was filed as Exhibit 10.1 to the Registrant’s Current Report on Form
8-K on December 2, 2005 (which report is incorporated herein by reference), except that it provides
that the restricted stock will vest fully upon the holder’s death, disability or retirement.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is filed with this Current Report:
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| Exhibit No. |
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Description |
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| *10
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Sanderson Farms, Inc. Bonus Award Program effective November 1, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
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SANDERSON FARMS, INC.
(Registrant)
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| Date: August __, 2009 |
By: |
/s/ D. Michael Cockrell
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D. Michael Cockrell |
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Treasurer and Chief Financial Officer |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| *10
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Sanderson Farms, Inc. Bonus Award Program effective November 1, 2008. |