SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2002
Notice is hereby given that the 2002 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, the 29th day of April, 2002, at
10 o'clock in the forenoon for the following purposes:
1. To elect five Directors of the Company.
2. To consider and act upon the selection of KPMG LLP as
independent auditors of the Company.
3. To transact any other business which may properly come
before the meeting, or any adjournment thereof.
The close of business on Monday, March 4, 2002, has been
fixed as the record date for determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting. The
books for the transfer of stock will not be closed.
If you do not expect to be present personally at the Annual
Meeting, please sign, date and return the enclosed proxy in the
enclosed addressed envelope.
By order of the Board of
Directors,
MARSHALL L. TUTUN, Secretary
March 12, 2002
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2002
March 12, 2002
This Proxy Statement is furnished in connection with the
solicitation of proxies to be used at the Annual Meeting of
Stockholders of Seaboard Corporation (the "Company") to be held
on April 29, 2002, and at any adjournment thereof, for the
purposes set forth in the foregoing Notice of Annual Meeting.
The close of business on Monday, March 4, 2002, has been fixed
as the record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting, and at any
adjournment thereof.
This Proxy Statement is first being sent to stockholders on or
about March 25, 2002. The consolidated financial statements of
the Company for the fiscal year ended December 31, 2001, together
with corresponding consolidated financial statements for the
fiscal year ended December 31, 2000, are contained in the Annual
Report which is mailed to stockholders herewith.
Proxies in the form enclosed are solicited by the Board of
Directors of the Company. Any stockholder giving a proxy in the
enclosed form has the power to revoke it at any time before it is
exercised. A stockholder's right to revoke his or her proxy is
not limited by, or subject to, compliance with any specified
formal procedure. He or she may revoke his or her proxy by
delivering a written revocation or a duly executed proxy bearing
a later date, or by attending the meeting and voting in person.
A proxy in such form, if received in time for voting and not
revoked, will be voted at the Annual Meeting in accordance with
the direction of the stockholder. Where a choice is not so
specified, the shares represented by the proxy will be voted
"for" the election of the nominees for Director listed herein and
"for" ratification of the selection of KPMG LLP as independent
auditors of the Company. The Board of Directors does not know of
any matters which will be brought before the meeting other than
those specifically set forth 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 there under, will vote on such
matter in accordance with their best judgment.
Votes cast at the Annual Meeting will be tabulated by persons
duly appointed to act as inspectors of election for the Annual
Meeting. The inspectors of election 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 of election 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 the
Company that it does not have authority to vote such shares on
that matter.
A favorable plurality of votes cast 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. 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 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.
The Company will bear all expenses in connection with the
solicitation of proxies, including preparing, assembling, and
mailing of the Proxy Statement.
The Company had 1,487,519.75 shares of Common Stock, $1.00 par
value, outstanding and entitled to vote as of March 4, 2002. A
majority, or 743,760 of such shares, constitutes a quorum for the
Annual Meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of the
Company's Common Stock beneficially owned by stockholders owning
more than five percent of such Common Stock as of January 31,
2002. Unless otherwise indicated, all beneficial ownership
consists of sole voting and sole investment power.
Name and Address Percent
of Beneficial Owner Amount of Stock of Class
Seaboard Flour Corporation(1) 1,120,511.75 75.3
822 Boylston Street
Suite 301
Chestnut Hill, MA 02467
Dimensional Fund Advisors Inc.(2) 106,810.00 7.2
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
(1) Mr. H. Harry Bresky, President and Chief Executive Officer
of the Company, and other members of the Bresky family,
including trusts created for their benefit, have beneficial
ownership of 213,728.83 shares, or 99.5%, of the Common Stock
of Seaboard Flour Corporation. Such family members in addition
have beneficial ownership of a total of 34,015 shares, or 2.3%,
of the Company's Common Stock which is not included in the
amount owned by Seaboard Flour Corporation. Because of such
ownership of Common Stock of Seaboard Flour Corporation by the
Bresky family, Mr. H. Harry Bresky may be deemed to have
indirect beneficial ownership of the Common Stock of the
Company held by Seaboard Flour Corporation.
(2) Beneficial ownership by Dimensional Fund Advisors Inc.
("Dimensional") is based on a Schedule 13G that was filed with
the Securities and Exchange Commission on February 12, 2002.
According to the Schedule 13G, Dimensional furnishes investment
advice to four investment companies and serves as investment
manager to certain other trusts and accounts which own these
securities. Dimensional disclaims beneficial ownership of
these securities.
ITEM 1: ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at
five. Unless otherwise specified, proxies will be voted in favor
of the election as Directors of the following five persons for a
term of one year and until their successors are elected and
qualified. All nominees are currently Directors. Mr. H. Harry
Bresky has served as a Director continuously since 1959, and was
reelected by the stockholders at the last annual meeting. Mr. H.
Harry Bresky is the father of Mr. Steven J. Bresky. Mr. Joe E.
Rodrigues has served as a Director since 1990 and was re-elected
by the stockholders at the last annual meeting. Mr. Thomas J.
Shields has served as a Director since 1992 and was re-elected by
the stockholders at the last annual meeting. Mr. David A.
Adamsen has served as Director since 1995 and was re-elected by
the stockholders at the last annual meeting. Mr. Baena has
served as Director since February 2001 and was re-elected by the
stockholders at the last annual meeting. There are no
arrangements or understandings between any nominee and any other
person pursuant to which such nominee was nominated. As of
January 31, 2002, the five nominees beneficially owned securities
of the Company in the amounts shown:
Amount of Stock (1)
Common Percent
Name Principal Occupations and Positions Stock of Class
H. Harry Bresky Director, Chairman of the Board, 5,611 (2) 0.377
Age 76 President and Chief Executive
Officer, Seaboard Corporation;
President, Treasurer and Director,
Seaboard Flour Corporation.
Joe E. Rodrigues Director (since 1990); Former 200 0.013
Age 65 Executive VicePresident and
Treasurer (retired February 2001),
Seaboard Corporation.
Thomas J. Shields Director and Chairman of Audit 39 0.003
Age 54 Committee (since 1992), Seaboard
Corporation; President (since 1991),
Shields & Company, Inc., investment
banking firm; Director (since 1999),
Clean Harbors Environmental Services,
Inc., environmental services company;
Director (since 1997), B.J.'s Wholesale
Club, Inc., warehouse merchandising
company; Director (since 1996), Versar,
Inc., environmental consulting company.
David A. Adamsen Director and Member of Audit Committee 20 0.001
Age 50 (since 1995), Seaboard Corporation;
Vice President-Group General Manager,
Southeast Region (since 2001),
Vice President - Sales and Marketing,
Northeast Region (1999-2001), Vice
President of Special Projects (1998-
1999), Dean Foods Company, dairy
specialty-food processor and distributor;
Vice President-Manufacturing (1994-1998),
The Penn Traffic Co., retail and
wholesale food distribution company.
Douglas W. Baena Director and Member of Audit Committee 100 0.007
Age 59 (since February 2001), Seaboard
Corporation; Chief Executive Officer
(since 1997), CreditAmerica Inc.,
venture capital company;
Chief Executive Officer (1999-2001),
Ameristar Capital Corporation,
financial services company;
Chief Executive Officer (1994-1997),
Mako Marine International,
manufacturing company.
Beneficial ownership of all Directors and executive
officers as agroup (11 individuals). 8,813 (3) 0.592
(1)The number of shares shown in this table does not include
indirect beneficial ownership of Common Stock of the Company
attributable to Mr. H. Harry Bresky's ownership of Seaboard
Flour Corporation stock as more fully described under the
Principal Stockholders section herein. 101,785.25 shares of
Seaboard Flour Corporation stock are held in various Trusts for
the benefit of Mr. Bresky's spouse and/or issue. Except for
certain annuities to be received from certain of the Trusts,
Mr. Bresky disclaims any beneficial ownership of these shares.
(2)These shares exclude 5,285 shares (0.4% of the class) held
by Mr. H. Harry Bresky's wife, and annuities to be received by
her from certain of the trusts referred to in (1) above, as to
which Mr. Bresky disclaims any beneficial ownership.
(3)In addition to the ownership of shares by the individuals
shown in this table, these shares include 2,538 shares (0.2% of
class) owned by Mr. Steven J. Bresky and 250 shares (0.02% of
class) owned by Mr. Robert L. Steer and 55 shares (0.00% of
class) owned by Mr. John Lynch. No other executive officer
named in the Executive Compensation and Other Information
section herein owns any shares.
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, 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.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held eight meetings in fiscal 2001, six
of which were telephonic meetings. Other actions of the Board of
Directors were taken by unanimous written consent as needed. The
Audit Committee held four meetings in fiscal 2001, three of which
were telephonic meetings. Each Director attended more than 75%
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. The Company has no nominating
or compensation committee.
Each non-employee Director receives $7,500 quarterly and an
additional $2,000 per meeting of the Audit Committee of the Board
(excluding telephonic meetings).
AUDIT COMMITTEE REPORT
The Audit Committee of the Company is comprised of three
independent directors, as defined by the American Stock Exchange,
and operates under a written charter adopted by the Board of
Directors.
The Audit Committee has reviewed and discussed the audited
financial statements for fiscal year 2001 with management and
with the independent auditors, including matters required to be
discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended.
The Audit Committee has reviewed the independent auditors'
fees for audit and non-audit services for fiscal year 2001. 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. Such fees
were $882,602 for audit, $9,338 for financial information design
and implementation, and $376,843 for all other, including
$233,974 for non-audit services and $142,869 for audit related
services. Non-audit services consisted primarily of tax
compliance and related tax services.
The Audit Committee has received the written disclosures and
the letter from the independent auditors required by Independence
Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," as amended, and have discussed with the
independent auditors their independence. The Audit Committee has
concluded that the independent auditors currently meet applicable
independence standards.
Based on its review of the audited financial statements and
the various discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 2001.
The foregoing has been furnished by the Audit Committee:
Thomas J. Shields (chair)
David A. Adamsen
Douglas W. Baena
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned, during the
fiscal years indicated, by the Chief Executive Officer and the
four other highest paid executive officers of the Company (the
"Named Executive Officers") for such period in all capacities in
which they have served:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name Other (3) (4)
and (1) (2) Annual All Other
Principal Salary Bonus Compensation Compensation
Position Year ($) ($) ($) ($)
H. Harry Bresky 2001 800,000 800,000 27,053 14,948
President 2000 700,000 600,000 30,900 5,100
Chief Executive Officer 1999 650,000 500,000 49,228 4,800
Steven J. Bresky 2001 345,539 300,000 - 15,796
Senior Vice President, 2000 326,212 200,000 8,616 5,100
International Operations 1999 274,020 150,000 15,017 4,800
Robert L. Steer 2001 344,577 300,000 - 16,517
Senior Vice President, 2000 302,654 225,000 9,410 5,100
Treasurer and 1999 251,692 200,000 12,385 4,800
Chief Financial Officer
John Lynch 2001 335,677 200,000 32,534 5,100
President, Seaboard 2000 321,638 150,000 35,750 5,100
Marine Ltd. 1999 269,700 100,000 10,003 4,800
Rodney K. Brenneman (5) 2001 249,583 200,000 5,810 5,100
President, Seaboard 2000 202,410 125,000 5,043 5,100
Farms, Inc. 1999 184,149 75,000 4,365 4,800
(1)Salary includes amounts deferred at the election of the
Named Executive Officers under the Company's 401(k) retirement
savings plan and, for 2001, under the Company's Investment Option
Plan described herein.
(2)Reflects bonus earned for each fiscal year presented. For
2001 and 2000, amounts include compensation reduced at the
election of the Named Executive Officers under the Company's
Investment Option Plan described herein. For 1999, includes
amount of Mr. H. Harry Bresky's bonus deferred under the
Executive Deferred Compensation Plan described herein.
(3)Other Annual Compensation earned represents benefits under
the Supplemental Executive Benefit Plan described herein. For J.
Lynch in 2001 and 2000, amount includes $17,449 and $23,205,
respectively, for imputed taxable interest on an employee loan
described herein.
(4)All Other Compensation represents the Company contributions
to the Company's 401(k) retirement savings plan and, for 2001,
Investment Option Plan on behalf of the Named Executive Officers.
The amounts for fiscal 2001 are as follows: (i) 401(k) retirement
savings plan: H. Bresky $5,100, S. Bresky $4,714, R. Steer
$4,775, J. Lynch $5,100 and R. Brenneman $5,100; and (ii)
Investment Option Plan: H. Bresky $9,848, S. Bresky $11,082 and
R. Steer $11,742. Excludes perquisites and other benefits,
unless the aggregate amount of such compensation exceeds the
lesser of either $50,000 or 10% of the total of annual salary and
bonus reported for the Named Executive Officer.
(5)Mr. Brenneman was promoted to President of Seaboard Farms,
Inc. in June, 2001.
RETIREMENT PLANS
Executive Retirement Plan. The Seaboard Corporation Executive
Retirement Plan (the "Executive Retirement Plan") provides
retirement benefits for a select group of officers and managers
including the Named Executive Officers. Effective January 1,
1997, the Executive Retirement Plan provides that participants
will accrue a benefit in an amount equal to 2.5% of the final
average remuneration (salary plus bonus) of the participant
multiplied by the years of service from January 1, 1997, reduced
by the amount such participant has accrued under the Seaboard
Corporation Pension Plan (described below) available to all full
time employees of the Company, which benefit is payable beginning
at normal retirement. Benefits under the plan are unfunded. As
of December 31, 2001, all of the Named Executive Officers are
fully vested and have five years of service as defined in the
Executive Retirement Plan. Under this Plan, the automatic form
of benefit payment, for a married participant, is pursuant to a
"50% Joint and Survivor Annuity." This means the participant
will receive a monthly annuity benefit for his/her lifetime and
an eligible surviving spouse shall receive a lifetime annuity
equal to 50% of the participant's benefit. The automatic form of
benefit payment for an unmarried participant is pursuant to a
"Single Life Annuity." The Plan allows for optional forms of
payment under certain circumstances. The table below shows
annual benefits by remuneration and years of service beginning
with fiscal 1997.
EXECUTIVE RETIREMENT PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1997
REMUNERATION 15 20 25 30 35
$ 125,000 28,100 37,500 46,800 56,300 65,600
$ 150,000 33,200 44,200 55,300 66,300 77,400
$ 175,000 39,100 52,100 65,200 78,200 91,200
$ 200,000 48,500 64,600 80,800 96,900 113,100
$ 225,000 57,900 77,100 96,400 115,700 135,000
$ 250,000 67,300 89,600 112,100 134,400 156,900
$ 300,000 86,000 114,600 143,300 171,900 200,600
$ 400,000 123,500 164,600 205,800 246,900 288,100
$ 450,000 142,300 189,600 237,100 284,400 331,900
$ 500,000 161,000 214,600 268,300 321,900 375,600
Frozen Executive Retirement Plan Benefit. Mr. H. Bresky is 100%
vested in an Executive Retirement Plan frozen effective December
31, 1996 in which he has accrued an annual benefit of $22,500
upon his retirement. Under this Plan, the automatic form of
benefit payment is pursuant to a "Ten-year Certain and Continuous
Annuity." This means Mr. Bresky will receive a monthly annuity
benefit for his lifetime and should Mr. Bresky die while in the
ten-year certain period, the balance of the ten-year benefit will
be paid to his designated beneficiary. If Mr. Bresky dies while
employed by the Company or after retirement, but before the
commencement of benefits, monthly payments shall be made to Mr.
Bresky's beneficiary in the form of a 100% joint and survivor
benefit. The Plan allows for optional forms of payment under
certain circumstances.
Seaboard Corporation Pension Plan. The Seaboard Corporation
Pension Plan (the "Plan") provides defined benefits for its
domestic salaried and clerical employees. Beginning in fiscal
1997, each of the individuals named in the Summary Compensation
Table participates in the Plan. Benefits under the Plan are
generally based upon the number of years of service and a
percentage of final average remuneration (salary plus bonus) but
are limited by federal law. As of December 31, 2001, all of the
Named Executive Officers are fully vested and have five years of
service as defined in the Plan. Under the Plan, the automatic
form of benefit payment, for a married participant, is pursuant
to a "50% Joint and Survivor Annuity." This means the
participant will receive a monthly annuity benefit for his/her
lifetime and an eligible surviving spouse shall receive a
lifetime annuity equal to 50% of the participant's benefit. The
automatic form of benefit payment for an unmarried participant is
pursuant to a "Single Life Annuity." The Plan allows for
optional forms of payment under certain circumstances. The table
below shows benefits by remuneration and years of service.
PENSION PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1997
REMUNERATION 15 20 25 30 35
$ 125,000 18,800 25,000 31,300 37,500 43,800
$ 150,000 23,100 30,800 38,500 46,200 53,900
$ 175,000 26,500 35,400 44,200 53,100 61,900
$ 200,000 26,500 35,400 44,200 53,100 61,900
$ 225,000 26,500 35,400 44,200 53,100 61,900
$ 250,000 26,500 35,400 44,200 53,100 61,900
$ 300,000 26,500 35,400 44,200 53,100 61,900
$ 400,000 26,500 35,400 44,200 53,100 61,900
$ 450,000 26,500 35,400 44,200 53,100 61,900
$ 500,000 26,500 35,400 44,200 53,100 61,900
Frozen Retirement Plan. Each of the Named Executive Officers in
the Summary Compensation Table is 100% vested under a certain
defined benefit plan which was frozen at December 31, 1993. A
definitive actuarial determination of the benefit amounts was
made in 1995. The annual amounts payable upon retirement after
attaining age 62 under this predecessor defined benefit plan 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
Plan, the automatic form of benefit payment, for a married
participant, is pursuant to a "Ten-year Certain and Continuous
Annuity." This means the participant will receive a monthly
annuity benefit for his/her lifetime and should the participant
die while in the ten- year certain period, the balance of the ten-
year benefit will be paid to his/her designated beneficiary. If
the participant dies while employed by the Company or after
retirement, but before the commencement of benefits, monthly
payments shall be made to the participant's beneficiary for a
period of ten years. The Plan allows for optional forms of
payment under certain circumstances.
Supplemental Retirement Plans. The Supplemental Executive
Benefit Plan provides for discretionary investment options under
the Investment Option Plan, described below, for 2001 and 2000
and cash compensation for 1999 for H. Bresky, S. Bresky and R.
Steer and cash compensation for 2001, 2000 and 1999 for J. Lynch
and R. Brenneman, in an amount equal to 3% of a participant's
annual compensation in excess of $170,000 for 2001 and 2000 and
$160,000 for 1999. Additionally, the cash compensation amounts
paid pursuant to this plan are grossed up to cover 100% 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 Benefit Plan is reported in the
Summary Compensation Table herein.
In addition to the Supplemental Executive Benefit Plan, the
Company has agreed to provide a supplementary pension benefit to
Mr. H. Bresky. Mr. H. Bresky is entitled to a supplementary
annual pension in the amount of $410,088 per year. Under this
Plan, the automatic form of benefit payment is pursuant to a "Ten-
year Certain and Continuous Annuity." This means Mr. Bresky will
receive a monthly annuity benefit for his lifetime and should Mr.
Bresky die while in the ten-year certain period, the balance of
the ten-year benefit will be paid to his designated beneficiary.
If Mr. Bresky dies while employed by the Company or after
retirement, but before the commencement of benefits, monthly
payments shall be made to Mr. Bresky's beneficiary for a period
of ten years. Under these plans, payment of benefits commences
with the executive's retirement from the Company.
Investment Option Plan. The Investment Option Plan allows
executives to reduce their compensation in exchange for options
to buy shares of certain mutual funds. In addition, the Company
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 at 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 the
maximum allowable deductible amount under Section 162(m) of the
Code ($1 million).
None of the benefits payable under the aforementioned plans
contain an offset for social security benefits.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The following information is to provide shareholders and other
interested parties with a clear understanding of the Company's
philosophy regarding executive compensation and to provide
insight behind fundamental compensation decisions.
The Company maintains the philosophy that determination of
compensation for its executive officers by the Board of Directors
is primarily based upon a recognition that these officers are
responsible for implementing the Company's long-term strategic
objectives. The Company'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 firms. As most of the peer group
companies offer their executives long-term stock incentives, in
addition to base and bonus compensation, and Seaboard does not,
the Board also considers this factor in its compensation
decisions. This 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 the Company's businesses.
Compensation decisions for the Chief Executive Officer and
other executive officers are not principally based on Company
performance.
As Chief Executive Officer, Mr. H. Harry 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 base
compensation for Chief Executive Officers of these entities is
comparable to the base compensation and bonus paid to Mr. H.
Harry Bresky.
Discretionary bonuses for executive officers, including the
Chief Executive Officer, may not exceed 100% of each executive's
base compensation.
Pursuant to Section 162(m) of the Internal Revenue Code,
compensation in excess of $1 million paid to Mr. Bresky is not
deductible by the Company. 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 the Corporation
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
2001 and 2000, 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
Thomas J. Shields
David A. Adamsen
Douglas W. Baena
COMPANY PERFORMANCE
The Securities and Exchange Commission requires a five-year
comparison of stock performance for the Company with that of an
appropriate broad equity market index and similar industry index.
The Company'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 were chosen as the second comparison.
The following graph shows a five-year comparison of cumulative
total return for the Company, 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,
1996, and ending December 31, 2001.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
SEABOARD CORPORATION, AMERICAN STOCK EXCHANGE MARKET VALUE INDEX,
AND DOW JONES FOOD AND MARINE TRANSPORTATION INDUSTRY INDICES
Seaboard Industry American Stock Exchange
Corporation Index* Market Value Index
12/31/01 117 128 168
12/31/00 60 122 176
12/31/99 74 109 171
12/31/98 160 134 134
12/31/97 166 139 125
12/31/96 100 100 100
* Industry Index: a weighted average by market
capitalization of the companies comprising the Dow
Jones Food and Marine Transportation Industry indices.
The total cumulative return assumes that the value of the
investment in the Company's Common Stock and each index was $100
on December 31, 1996, and that all dividends were reinvested.
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 the Company and
participates in decisions by the Board regarding executive
compensation.
On February 2, 2000, the Company 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 herein.
Upon Mr. J. Rodrigues retirement as Executive Vice President
and Treasurer in February 2001, the Company entered into a
consulting agreement with Mr. J. Rodrigues for various services
related to certain of the Company's foreign investments. During
2001, the Company paid Mr. Rodrigues $82,000 for consulting fees
and reimbursed him $35,479 for out-of-pocket expenses. Also,
during 2001, the Company paid Mr. Rodrigues $365,532 under
various retirement plans.
During the Company's fiscal year ended December 31, 2001 and
thereafter, Seaboard Flour Corporation was indebted to the
Company in varying amounts. The largest balance outstanding from
Seaboard Flour Corporation to the Company during the year was
$9,821,723 at June 13, 2001. The amount outstanding at February
28, 2002 was $10,128,518. On January 25, 2002 and February 13,
2002, the Company formalized the amounts owing by Seaboard Flour
Corporation to the Company by Seaboard Flour Corporation issuing
Promissory Notes (the "Seaboard Flour Notes") payable to the
Company in the aggregate face amount of $10,653,518. The
Seaboard Flour Notes are payable upon demand and are secured by
pledge of 100,000 shares of Company stock owned by Seaboard Flour
Corporation. Under the Seaboard Flour Notes, interest accrues at
the greater of the prime lending rate or 7.88%, compounded
quarterly if interest is not paid. Currently, interest is being
accrued and not paid. Prior to January 25, 2002, interest
accrued at the prime lending rate.
In addition to the Seaboard Flour Notes, varying amounts were
due from Seaboard Flour Corporation for reimbursement of
miscellaneous operating expenses. As of December 31, 2001,
Seaboard Corporation was owed $29,608. During the year 2001, the
largest amount of reimbursements due from Seaboard Flour
Corporation was $30,898 as of January 27, 2001.
ITEM 2: SELECTION OF INDEPENDENT AUDITORS
The persons named in the accompanying proxy intend, unless
otherwise instructed, to vote the proxies to ratify the selection
of KPMG LLP, certified public accountants, as independent
auditors of the Company for the next fiscal year. The selection
of this firm has been recommended by the Audit Committee of the
Board of Directors of the Company. The Company has been advised
by such firm that neither it nor any member or associate has any
relationship with the Company or with any of its affiliates other
than as independent accountants and auditors. Submission to the
stockholders of the selection of auditors is not required by the
By-Laws.
Representatives of KPMG LLP will be present at the Annual
Meeting with the opportunity to make any statement desired and
will be available to answer questions from stockholders.
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 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 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
the Company and written representations that no other reports
were required, the Company believes that during fiscal 2001 all
reports of ownership required under Section 16(a) of the
Securities Exchange Act of 1934 for Directors and executive
officers of the Company and beneficial owners of more than 10% of
the Company's Common Stock have been timely filed.
STOCKHOLDER PROPOSALS
Any stockholder proposals for consideration at next year's
annual meeting of stockholders must be received by the Company at
its executive offices, 9000 West 67th Street, Shawnee Mission,
Kansas 66202, no later than November 8, 2002, except that if the
next year's annual meeting date is changed by more than 30
calendar days from the regularly scheduled date, the Company must
receive such a proposal within a reasonable time before the Board
of Directors makes its proxy solicitation.
ADDITIONAL INFORMATION
Any stockholder desiring additional information about the
Company and its operations may, upon written request, obtain a
copy of the Company'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. The Company's
Annual Report to the Securities and Exchange Commission on Form
10-K is also available on the Company's Internet website at
www.seaboardcorp.com.