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): September 25, 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
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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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)
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(Registrants 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):
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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))
Section 5 Corporate Governance and Management
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
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On September 25, 2008, the Compensation Committee of the Registrants Board of Directors adopted a
Supplemental Disability Plan (Supplemental Plan) for Joe F. Sanderson, Jr., Chairman of the
Registrants Board of Directors and its Chief Executive Officer. The Plan provides that if Mr.
Sanderson becomes disabled, as that term is defined in the Registrants Long Term Disability Plan
(LTD Plan) for its salaried employees, he will receive a monthly benefit equal to 66 2/3% of his
salary beginning one year from the date of disability until the date that he has received five
years of payments or his 70
th
birthday, whichever occurs first. This is the same
benefit that is provided to all participants in the LTD Plan. However, the Committee adopted the
Supplemental Plan because the LTD Plan places an annual dollar limit on the benefit that
participants can receive under the LTD Plan, which would have resulted, if Mr. Sanderson became
disabled now, in a benefit to him of only 26% of his current salary. A copy of the Supplemental
Plan is filed herewith as Exhibit 10 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(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. Supplemental Disability Plan.
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SIGNATURES
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 hereunto duly authorized.
SANDERSON FARMS, INC.
(Registrant)
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Date:
October 1, 2008
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By:
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/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. Supplemental Disability Plan.
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Exhibit 10
SANDERSON FARMS, INC.
SUPPLEMENTAL DISABILITY PLAN
Effective September 1, 2008
THIS
AMENDATORY AGREEMENT, made and entered into this 30th day of September, 2008, but effective
as of September 1, 2008 by Sanderson Farms, Inc., a Mississippi corporation (hereinafter referred
to as the Company).
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, the Company maintains a long term disability plan for the benefit of certain
employees (the LTD Plan);
WHEREAS, the LTD Plan limits the compensation that may be taken into account for purposes of
determining the benefits payable thereunder;
WHEREAS, the Company desires to establish this Sanderson Farms, Inc. Supplemental Disability
Plan (the Plan) to provide the for disability benefits, on the same terms and conditions as the
LTD Plan, based on compensation of participants in the Plan without the limitations contained in
the LTD Plan;
NOW, THEREFORE, the Company does hereby establish this Plan as hereinafter provided:
1.
Definitions
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1.1. Company shall mean Sanderson Farms, Inc., or any successors who may adopt this Plan.
1.2. Compensation Committee shall mean the Compensation Committee of the Board of
Directors of the Company.
1.3. Disabled and Disability shall have the meanings ascribed to such terms in the LTD
Plan.
1.4. Insurer shall mean the insurance company issuing a policy of insurance to the Company
to provide the benefits under the LTD Plan.
1.5. LTD Plan shall mean the Sanderson Farms, Inc. Long Term Disability Plan.
1.6. Participant shall mean Joe F. Sanderson, Jr. and any other employee of the Company
who is designated a participant in the Plan by Compensation Committee.
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1.7. Plan shall mean the Sanderson Farms Supplemental Disability Plan.
1.8. Predisability Earnings shall have the meaning ascribed to such term in the LTD Plan.
2.
Benefits
. The Company shall pay to a monthly benefit hereunder to a Participant who
incurs a Disability that entitles such Participant to disability benefits under the LTD Plan.
The amount of such benefit shall be equal to sixty-six and two-thirds percent (66 2/3%) of the
Participants monthly Predisability Earnings less any benefit actually received by the
Participant under the LTD Plan. Such benefit shall be paid at the same time and manner as
benefits would be paid to the Participant under the LTD Plan. Such benefit shall cease at the
same time that benefits would otherwise cease under the terms of the LTD Plan.
3.
Determinations by Insurer
. Any determination made by the Insurer pursuant to the LTD
Plan with respect to a Participant, including, without limitation, the determination of
Disability, the duration of benefits and the amount of Predisability Earnings, shall be final
and binding for purposes of this Plan.
4.
Nature of Plan
. This Plan is intended to be a welfare plan for a select group of
employees within the meaning of 29 CFR §2520.104-24.
5.
Administrator
. The Compensation Committee is hereby designated the Administrator,
as said term is defined in Section 3(16)(A) of ERISA, and shall be responsible for performing
the duties imposed upon the Administrator by ERISA. Any document to be executed by the
Administrator under ERISA shall be executed by the chair of the Compensation Committee.
6.
Claims Procedure
. The Compensation Committee shall notify any person or entity that
makes a claim against the Plan (the Claimant) in writing, within 45 days of Claimants written
application for benefits, or his or her eligibility or noneligibility for benefits under the
Plan. If the Compensation Committee determines that the Claimant is not eligible for benefits
or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a
specific reference to the provisions of the Plan on which the denial is based, (3) any internal
protocols the Compensation Committee relied upon in making its determination, (4) the right to
review any documents created or received by the Compensation Committee during the review
process and documents relevant to the claim whether or not relied upon by the Compensation
Committee, (5) a description of any additional information or material necessary for the
Claimant to perfect his or her claim and a description of why it is needed, and (6) an
explanation of the Plans claims review procedure and other appropriate information as to the
steps to be taken if the Claimant wishes to have the claim reviewed. If the Compensation
Committee determines that there are special circumstances requiring additional time to make a
decision, the Compensation Committee shall notify the Claimant of the special circumstances
requiring additional time to make a decision, the Compensation Committee shall notify the
Claimant of the special circumstances and the date by which a decision is expected to be made,
and may extend the time for up to two 30-day periods.
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7.
Review Procedures
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If the Claimant is determined by the Compensation Committee not
to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater
or different benefits, the Claimant shall have the opportunity to have such claim reviewed by
the Compensation Committee by filing a petition for review with the Compensation Committee
within 180 days after receipt of the notice issued by the Compensation Committee. Said petition
shall state the specific reasons that the Claimant believes entitle him or her to benefits or to
greater or different benefits. Within 45 days after receipt by the Compensation Committee of
the petition, the Compensation Committee shall afford the Claimant (and counsel, if any) an
opportunity to present his or her position to the Compensation Committee verbally or in writing,
and the Claimant (or counsel) shall have the right to review the pertinent documents. The
Compensation Committee shall notify the Claimant of its decision in writing within such period,
stating specifically the basis of its decision, written in a manner to be understood by the
Claimant and the specific provisions of the Plan on which the decision is based. If, because of
the need for a hearing, the 45-day period is not sufficient, the decision may be deferred for up
to another 45 days at the election of the Compensation Committee, but notice of this deferral
shall be given to the Claimant.
IN WITNESS WHEREOF, Sanderson Farms, Inc. has caused this instrument to be executed and
attested, all by officers thereunto duly authorized on this the 30th
day of September, 2008, but
effective as of September 1, 2008.
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SANDERSON FARMS, INC.
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By:
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/s/ D.
Michael Cockrell
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Its Treasurer and Chief
Financial Officer
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ATTEST:
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By:
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/s/ James
A. Grimes
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Its Secretary and Chief
Accounting Officer
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