SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 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
Laurel, Mississippi
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39443 |
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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))
TABLE OF CONTENTS
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.
The Registrant entered into employment agreements dated as of September 15, 2009 with Joe F.
Sanderson, Jr., its Chief Executive Officer, Lampkin Butts, its President and Chief Operating
Officer and D. Michael Cockrell, its Treasurer and Chief Financial Officer. The term of each
agreement begins September 15, 2009 and ends when the officer’s employment terminates under the
provisions of the agreement. Each agreement provides for the officer’s fiscal 2009 salary and
bonus to be paid in accordance with the levels and bonus program that the Registrant previously
disclosed in its definitive proxy statement for its 2009 annual meeting and in its current report
on Form 8-K dated January 29, 2009, respectively. The officers’ compensation will be reassessed
annually.
The agreements provide for a severance payment to be paid to the officers if: (1) before a change
in control of the Registrant, the officers are terminated without cause, except in the case of poor
performance, (2) at or after a change in control of the Registrant, the officers are terminated
without cause, or (3) the officers resign for good reason. “Cause” is defined in the agreements to
include, among other things, conviction of certain felonies, willful misconduct by the officer,
failure or refusal by the officer to comply with the Registrant’s policies or a material breach by
the officer of the employment agreement. “Good reason” includes, among other things, a material
breach of the agreement by the Registrant, a reduction of the officer’s base salary or bonus that
is not part of a reduction program affecting all senior executives generally, the relocation of the
officer’s principal place of employment by more than 40 miles, or after a change in control of the
Registrant, the alteration of the officer’s position that results in a material diminution of his
position.
The amount of the severance payments will be, in the case of Mr. Sanderson, three times, and in the
case of Messrs. Butts and Cockrell, two times, the following amounts: (1) the officer’s annual
base salary in effect at the time of his termination, plus (2) fifty percent of the maximum bonus
available to the executive under the Company’s bonus program in effect for the year of termination.
In addition, the agreement provides, in the case of the officer’s death, for the continuation of
his annual salary payments for one year from the date of his death.
The agreements for Messrs. Butts and Cockrell also designate them as participants in the
Registrant’s Supplemental Disability Plan, which was filed with the Registrant’s current report on
Form 8-K dated September 25, 2008.
The agreements prohibit the officers from disclosing confidential information about the Registrant
during and after their employment, and prohibit the officers from engaging in certain competitive
activity with the Registrant during their employment and for two years after the termination of
their employment for any reason other than poor performance.
The agreements are filed as exhibits 10.1, 10.2, and 10.3 to this report and the description of the
agreements is qualified in its entirety by reference to such exhibits.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibits are filed with this Current Report:
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Description |
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10.1+
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Employment Agreement dated as of September 15, 2009
between the Registrant and Joe F. Sanderson, Jr. |
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10.2+
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Employment Agreement dated as of September 15, 2009
between the Registrant and Lampkin Butts. |
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10.3+
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Employment Agreement dated as of September 15, 2009
between the Registrant and D. Michael Cockrell. |
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Management contract or compensatory plan or arrangement. |