UNITED STATES
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) March 22, 2012
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2012, Seaboard Corporation's subsidiary, Seaboard Foods LLC
("Seaboard Foods") and Terry J. Holton, the President of Seaboard Foods,
entered into an Employment Agreement. The Employment Agreement contains
the following principal terms: (i) an initial term of three years,
commencing January 1, 2012, renewed annually for a like term of three years
on each anniversary date through January 1, 2016, unless Seaboard furnishes
a written notice of non-renewal, and beginning January 1, 2018, renewing
for a term of one year and for a like term of one year on each anniversary
date thereafter, unless Seaboard furnishes a written notice of non-renewal,
provided, that the employment term will not extend beyond December 31,
2021; (ii) payment of a minimum base salary in the amount of $420,000;
(iii) payment of an annual minimum bonus in the amount of $500,000;
(iv) payment of severance in the event of a termination of employment in
certain circumstances; and (vi) confidentiality, non-competition and non-
solicitation provisions which apply during the employee's employment and
for a period of one year after the termination of such employment with
respect to any termination prior to January 1, 2018, or six months with
respect to any termination on or after January 1, 2018.
On March 23, 2012, Terry J. Holton was also added to the Seaboard
Corporation Retiree Medical Benefit Plan which provides family medical
insurance after retirement.
He continues to be a participant in the Seaboard Corporation 409A Executive
Retirement Plan, the Seaboard Corporation Pension Plan, the Seaboard
Corporation Non-Qualified Deferred Compensation Plan and the Seaboard
Corporation Executive Long-Term Disability Plan.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The information set forth in Item 1.01 above is incorporated herein by
reference.
SIGNATURE
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 thereunto duly authorized.
DATE: March 23, 2012
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Executive Vice President,
Chief Financial Officer
