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): October 22, 2008
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) |
(601) 649-4030
(Registrant’s telephone number, including area code)
Not applicable.
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
On October 22, 2008, the Compensation Committee of the Registrant’s Board of Directors approved a
14% salary increase for Joe F. Sanderson, Jr., Chairman and Chief Executive Officer; a 10% salary
increase for each of Lampkin Butts, President and Chief Operating Officer and D. Michael Cockrell,
Treasurer and Chief Financial Officer; and an 8% salary increase for James A. Grimes, Secretary and
Chief Accounting Officer, in each case for the 2009 fiscal year, effective November 1, 2008.
On October 23, 2008, the Registrant’s Board of Directors adopted an amendment to the Registrant’s
Employee Stock Ownership Plan to amend provisions of the Plan relating to limitations on annual
additions to participant accounts to reflect final Department of the Treasury regulations under
Section 415 of the Internal Revenue Code of 1986, as amended. A copy of the amendment to the Plan
will be filed with the Registrant’s next 10-K report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 23, 2008, the Registrant’s Board of Directors adopted amendments to Article III of its
Bylaws relating to the procedures stockholders must follow to nominate candidates for director and
propose business at stockholder meetings. The amendments became effective upon their approval by
the Board. Generally, the amendments require that stockholders give notice of nominations or
proposals not earlier than 120 days or later than 90 days before the anniversary of the last annual
meeting (or in the case of a special meeting, not earlier than 120 days or later than 90 days
before the date of the special meeting). Previously, the Bylaws required that advance notice of
nominations and proposed business be given no later than the 15th day following the day
on which notice of the meeting was given.
As amended, the Bylaws provide that stockholders must disclose in their notices concerning proposed
business or nominations all ownership interests, hedges and economic incentives, including options,
warrants, short interests, dividend rights and any other derivative instruments in the Registrant’s
stock. Notices must also include a description of the proposed business or, in the case of
nominations, information about the nominee that would be required to be disclosed in a proxy filing
in a contested election; any compensation, agreements, arrangements and understandings between the
nominee and the proposing stockholder; and a signed nominee questionnaire. All director nominees
(whether nominated by the Board or a stockholder) would be required to fill out the questionnaire
and enter into a written representation and agreement requiring that the nominee (a) not enter into
a voting commitment that has not been disclosed to the Registrant or that could interfere with the
nominee’s performance of his or her fiduciary duties, (b) not enter into any undisclosed
compensation arrangement in connection with service as a director, and (c) comply, if elected, with
all publicly disclosed corporate governance, conflict of interest and guidelines of the Registrant.
The amendments also require that stockholders include in any request for a special meeting the same
information described above, and prohibit stockholders from bringing business before a special
meeting except as contained in the Registrant’s notice of meeting.
A copy of the Registrant’s Bylaws, as amended and restated, is filed herewith as Exhibit 3.