Voting Securities and Principal Holders
The following table sets forth information, as of January 2, 2019, concerning:
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the only stockholders known by us to own beneficially more than 5% of our outstanding common stock,
which is our only class of voting securities outstanding,
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the beneficial ownership of common stock of our directors, director nominees and named executive
officers, and
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the beneficial ownership of common stock by all of our directors, director nominees and executive
officers as a group.
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On January 2, 2019, there were 22,154,293 shares of our common stock outstanding.
Unless otherwise indicated, the address of each person named in the table is P.O. Box 988, Laurel, Mississippi 39441.
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Beneficial Owner(s)
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Amount
Beneficially
Owned
(1)
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Percent
of Class
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5% Shareholders:
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The Vanguard
Group
(2)
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2,330,121
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10.52%
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BlackRock,
Inc.
(3)
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2,316,791
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10.46%
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Renaissance Technologies LLC
(4)
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1,789,817
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8.08%
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Dimensional Fund Advisors LP
(5)
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1,409,940
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6.36%
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Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan and Trust
(6)
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1,311,117
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5.92%
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Directors, Director Nominees and Named Executive Officers:
(7)
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Joe F. Sanderson,
Jr.
(8)
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839,384
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3.79%
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Lampkin Butts
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128,024
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*
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Mike Cockrell
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99,249
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*
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Tim Rigney
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13,627
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*
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John H. Baker, III
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18,465
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*
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Fred Banks, Jr.
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23,617
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*
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David Barksdale
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*
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John Bierbusse
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12,108
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*
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Toni D. Cooley
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25,849
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*
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Edith Kelly-Green
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*
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Beverly Wade Hogan
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16,374
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*
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Robert C. Khayat
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13,241
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*
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Phil K.
Livingston
(9)
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10,587
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*
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Suzanne T. Mestayer
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1,579
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*
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Dianne Mooney
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12,158
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*
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Gail Jones Pittman
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16,219
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*
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All directors and executive officers as a group (16 persons)
(7)
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1,230,481
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5.55%
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Sanderson Farms
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2019 Proxy Statement
66
(1)
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The shares are owned of record by the beneficial owners shown with sole voting and investment power, except as set forth
in the following notes.
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(2)
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Based on information reported in Amendment No. 7 to Schedule 13G dated February 12, 2018 filed by The Vanguard
Group, Inc., 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Schedule 13G states that The Vanguard Group has the sole power to vote or direct the vote of 21,286 shares, shared power to vote or direct the vote of 4,001 shares, sole power to
dispose or direct the disposition of 2,306,434 shares, and shared power to dispose or direct the disposition of 23,687 shares.
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(3)
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Based on information reported in Amendment No. 9 to Schedule 13G dated July 5, 2018, filed by BlackRock, Inc.,
55 East 52nd Street, New York, NY 10055. The report states that BlackRock, Inc. has the sole power to vote or direct the vote of 2,248,360 shares and sole power to dispose or direct the disposition of 2,316,791 shares.
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(4)
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Based on information reported in the Schedule 13G dated February 13, 2018, filed by Renaissance Technologies LLC and
Renaissance Technologies Holdings Corporation, 800 Third Avenue, New York, NY 10022. The Schedule 13G states that Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation have sole power to vote or direct the vote of 1,699,362
shares, sole power to dispose or direct the disposition of 1,749,233 shares, and shared power to dispose or direct the disposition of 40,584 shares.
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(5)
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Based on information reported in the Schedule 13G dated February 9, 2018 filed by Dimensional Fund Advisors LP,
Building One, 6300 Bee Cave Road, Austin, Texas 78746. The Schedule 13G states that Dimensional Fund Advisors LP has sole power to vote or direct the vote of 1,357,371 shares and sole power to dispose or direct the disposition of 1,409,940 shares.
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(6)
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The Companys ESOP beneficially owns 1,311,117 shares of common stock of the Company. Charles Schwab Bank is the
trustee of the ESOP. The participants in the ESOP can direct the trustee regarding the voting of their ESOP shares, but if the trustee does not receive timely voting directions, the trustee must vote those shares, and it must vote unallocated
shares, in the same proportion as the trustee votes shares for which it received timely directions. The trustee may therefore be deemed to beneficially own, under applicable regulations of the SEC, the 1,311,117 shares of common stock owned of
record by the ESOP. Charles Schwab Bank disclaims beneficial ownership of such shares.
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Sanderson Farms
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2019 Proxy Statement
67
(7)
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Includes: (a) shares of common stock allocated to the ESOP account of the director or officer in the amounts shown
in the table below, with respect to which the individual shares voting and investment power with the ESOP trustee; (b) unvested shares of restricted stock held by the director or officer in the amount shown in the table below, issued pursuant
to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as amended, including the Management Share Purchase Plan (see Compensation Discussion and Analysis for a discussion of these shares); and (c) shares of common stock held
in the directors or officers 401(k) plan account in the amounts shown in the table below, over which the plans investment committee has voting power and over which the individual has investment power.
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ESOP
Shares
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Unvested
Restricted
Stock
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401(k)
Plan
Shares
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Joe F. Sanderson, Jr.
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103,381
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96,250
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Lampkin Butts
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13
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25,000
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Mike Cockrell
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2,872
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20,250
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Tim Rigney
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3,133
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4,017
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33
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John H. Baker, III
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3,471
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Fred Banks, Jr.
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7,577
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John Bierbusse
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1,912
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Toni D. Cooley
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6,834
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Beverly Wade Hogan
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3,363
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Robert C. Khayat
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4,890
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Phil K. Livingston
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3,515
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Suzanne T. Mestayer
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1,579
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Dianne Mooney
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6,081
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Gail Jones Pittman
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4,919
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(8)
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The shares shown in the table also include 9,808 shares owned of record by Mr. Sandersons wife, over which she
exercises sole voting and investment power. Pursuant to Rule
13d-4
under the Exchange Act, Mr. Sanderson disclaims beneficial ownership of the 9,808 shares owned of record by his wife.
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(9)
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The shares shown in the table include 1,367 shares owned of record by Mr. Livingstons wife, over which she
exercises sole voting and investment power. Pursuant to Rule
13d-4
under the Exchange Act, Mr. Livingston disclaims beneficial ownership of the 1,367 shares owned of record by his wife.
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Sanderson Farms
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2019 Proxy Statement
68
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of our outstanding common stock to file with
the SEC reports of changes in their ownership of our common stock. Officers, directors, and greater than 10% stockholders are also required to furnish us with copies of all forms they file under this regulation. Based solely on a review of such
forms and written representations provided by these persons that no other reports were required, our officers, directors, and greater than 10% stockholders were in compliance with all Section 16(a) filing requirements for fiscal 2018.
Sanderson Farms
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2019 Proxy Statement
69
General Information About the Meeting
Voting Instructions and Information
Who Can Vote
Only stockholders of
record as of the close of business on December 20, 2018, the record date for the annual meeting, are entitled to receive notice of, and to vote at, the annual meeting. At the close of business on December 20, 2018, 22,152,843 shares of
common stock were outstanding and entitled to vote. Each share of common stock entitles the holder to one vote at the annual meeting.
Voting Your Proxy
If your common stock
is held through a broker, bank or other nominee (held in street name), you will receive instructions from that organization that you must follow in order to have your shares voted. If you want to vote in person, you must obtain a legal
proxy from your broker, bank or other nominee and bring it to the meeting, and submit it with your vote.
If you hold your shares in your own name as a holder of
record with our transfer agent, Computershare, you may vote in the following ways:
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In person
. You may vote in person at the annual meeting. We will give you a ballot when you arrive.
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Via the internet
. You may vote by proxy via the internet by visiting www.investorvote.com/SAFM and entering the
control number found on your proxy card.
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By Telephone
. You may vote by proxy by calling the toll free number found on your proxy card.
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By Mail
. You may vote by proxy by filling out your proxy card and sending it back in the envelope provided.
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All shares represented by a proxy will be voted and, where a stockholder specifies a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the stockholders instructions.
If you are a stockholder of record and you indicate when voting on the internet or by
telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in
this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the
organization that holds your shares may generally vote your shares in its discretion on routine matters, but it cannot vote on
non-routine
matters. If the organization that holds your shares does not receive
instructions from you on how to vote your shares on a
non-routine
matter, the organization that holds your shares will not have the authority to vote, and therefore cannot vote, on that matter with respect to
your shares. This is generally referred to as a broker
non-vote.
The election of directors (Item 1) and the
non-binding
advisory vote on the compensation of
our named executive officers (Item 2) are
non-routine
matters, so brokers may not vote your shares on Items 1 and 2 if you do not give specific instructions on how to vote. We encourage you to provide
instructions to your broker or nominee regarding the voting of your shares on these items.
The ratification of the independent auditors (Item 3) is the only matter
that will be considered routine. Because brokers can exercise discretionary voting power on this matter, no broker
non-votes
are expected to occur in connection with Item 3.
Sanderson Farms
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2019 Proxy Statement
70
Special Voting Instructions for Shares Held in the Companys ESOP
If you participate in the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan (ESOP), you will receive a voting instruction form from the ESOP on which
you may instruct the ESOP trustee how to vote your shares held in the ESOP. Under the terms of the ESOP, all allocated shares of the Companys common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. All
unallocated shares of the Companys common stock held by the ESOP and allocated shares for which no timely voting instructions are received are voted by the ESOP trustee in the same proportion for and against proposals as shares for which the
trustee has received timely voting instructions, subject to the exercise of the trustees fiduciary duties. The deadline for returning your voting instruction form is February 1, 2019.
Matters to Be Presented
Only those
matters that are properly before the meeting pursuant to our
by-laws
will be considered. As of the date of this proxy statement, the Board of Directors knows of no matters to be brought before the annual
meeting other than those set forth in the Notice of the Meeting and matters incident to the conduct of the meeting. If other matters properly come before the annual meeting, and with respect to matters incident to the conduct of the meeting, each
proxy will be voted in accordance with the discretion of the proxy holders named therein.
Revoking Your Proxy
Even if you submit a proxy, you may still attend the annual meeting in person, and you may revoke your proxy by voting in person at the meeting. You may also revoke
your proxy before it is voted at the meeting in any of the following ways:
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by filing with our Corporate Secretary a written notice of revocation;
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by submitting to our Corporate Secretary a properly completed and signed proxy dated a later date; or
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by
re-voting
by internet or by telephone before 1:00 AM, Central Time, on
February 14, 2019, using the instructions contained in the enclosed materials, if telephone or internet voting is available to you.
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Unless
you revoke your proxy, it will be voted at the meeting according to your instructions, as long as you have properly completed and submitted it to us.
If you are a
beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the annual meeting if you obtain a legal proxy from the organization that holds your shares.
Quorum
The holders of a majority of the
shares entitled to vote at the annual meeting must be present in person or by proxy at the annual meeting to establish a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or
abstained, if you:
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are a stockholder of record (or are a beneficial owner and have a legal proxy from the organization that holds your shares)
and are present in person at the annual meeting, or
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have voted on the Internet, by telephone or by properly submitting a proxy card or vote instruction form by mail.
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Sanderson Farms
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2019 Proxy Statement
71
If a quorum is not present, the annual meeting will be adjourned until a quorum is obtained.
Methods and Costs of Soliciting Proxies
The proxy card enclosed with this proxy statement is solicited by and on behalf of the Board of Directors of the Company. Certain of our officers may also solicit
proxies, without additional compensation, personally or by telephone or facsimile. In addition to solicitation of stockholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy
materials to their customers, and we will reimburse them for their mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock. We have engaged the services of MacKenzie
Partners, Inc. to aid in the solicitation of proxies and related services for a total fee and reimbursement of expenses that together are not expected to be material. The cost of solicitation, including the preparation, printing and mailing, is
being paid by the Company.
Attendance at the Annual Meeting
The annual meeting is not open to the public. Only stockholders of record and beneficial owners of shares held in street name, or their respective proxies duly
authorized in writing, as well as invited guests, may attend the meeting.
As discussed above, stockholders of record may vote their shares in person at the
meeting. Beneficial owners of shares held in street name must obtain a legal proxy from the organization that holds their shares in order to vote their shares in person at the meeting.
Submission of Stockholder Proposals and Director Nominations
for Inclusion in the Proxy
Statement for the 2020 Annual Meeting
Stockholder Proposals
A stockholder who intends to present a proposal, which relates to a proper subject for stockholder action, at the 2020 annual meeting of stockholders and who wishes the
proposal to be included in our proxy materials for such meeting must cause the proposal to be received, in proper form and in compliance with Rule
14a-8
under the Exchange Act, at our General Office no later
than September 13, 2019. Any proposal submitted after September 13, 2019 shall be considered untimely and will not be considered for inclusion in the Companys proxy materials for the 2020 annual meeting.
Director Nominees
Article III,
Section 12 of our
by-laws
provide for a right of proxy access. The proxy access
by-law
enables stockholders, under specified conditions, to include their nominees
for election as directors in our proxy materials. Under the
by-law,
any stockholder, or group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years
is eligible to nominate and include in our proxy materials director nominees constituting up to the greater of two directors or 20% of the directors in office, provided that the nominating stockholder(s) and the director nominee(s) satisfy the
requirements specified in the
by-law.
Stockholders seeking to have one or more nominees included in our proxy statement for
our 2020 annual meeting of stockholders must deliver the notice required by the proxy access
by-law.
To be timely, the notice must be received at our General Office not earlier than the close of business on
October 17, 2019, and not later than the close of business on November 16, 2019. The complete text of our
by-laws
is available under the Corporate Governance tab of the
Investors section of our website at www.sandersonfarms.com, or may be obtained from the Companys Secretary.
Stockholder proposals (including
nominees for director pursuant to our proxy access
by-law),
as well as any questions regarding stockholder proposals or proxy access nominees, should be mailed to the Companys Secretary at Post Office
Box 988, Laurel, Mississippi 39441.
Sanderson Farms
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2019 Proxy Statement
72
Other Proposals or Director Nominations for Presentation at the
2020 Annual Meeting
Our
by-laws
also govern the submission of nominations for director or other business
proposals that a stockholder wishes to have considered at a meeting of stockholders, but that are not included in our proxy materials for that meeting. Stockholder nominations or proposals may be made by eligible shareholders only if timely written
notice has been given pursuant to our
by-laws.
To be timely for the 2020 annual meeting of stockholders, the notice must be received at our General Office at the address set forth above not earlier than the
close of business on October 17, 2019, and not later than the close of business on November 16, 2019. The
by-laws
specify what such notices must include.
Annual Report on Form
10-K
A copy of the Companys 2018 Annual Report on Form
10-K,
as filed with the SEC, including the financial statements and
schedules to that report, is included as part of the Annual Report to Shareholders enclosed with this proxy statement.
Sanderson Farms
|
2019 Proxy Statement
73
Cautionary Statement Regarding Forward-Looking Statements
This Proxy Statement may include forward-looking statements within the meaning of the Safe Harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Proxy Statement, the words
believes, expects, anticipates, estimates, model, should, could, would, plans and similar words are intended to identify forward-looking
statements. Examples of forward-looking statements include statements about managements beliefs about the timing of opening and operation of new facilities, our future environmental, social and governance efforts, and other matters.
These forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may
cause actual results to differ materially from the views, beliefs and estimates expressed in such statements. These risks cannot be controlled by the Company. Certain of these risks are described in the Companys Annual Report on Form
10-K
for the year ended October 31, 2018, and in subsequent Quarterly Reports on Form
10-Q.
Readers are cautioned not to place undue reliance on forward-looking
statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements.
Sanderson Farms
|
2019 Proxy Statement
74
Sanderson Farms, Inc. 127 Flynt Road, Post Office Box 988 Laurel, Mississippi 39443 www.sandersonfarms.com
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Admission Ticket
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Electronic Voting Instructions
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Available 24 hours a day, 7 days a week!
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Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
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Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on February 14, 2019.
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Vote by Internet
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Go to
www.investorvote.com/SAFM
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Or scan the
QR code with your smartphone
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Follow the
steps outlined on the secure website
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Vote by telephone
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Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone
telephone
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Follow the instructions provided by the recorded message
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Using a
black ink
pen, mark your votes with an
X
as
shown in this example. Please do not write outside the designated areas.
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☒
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Annual Meeting Proxy Card
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IF VOTING BY MAIL, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A
Proposals The Companys Board of Directors has proposed Items 1, 2 and 3.
The proxy will be voted as directed,
or if no direction is given, will be voted according to the recommendations of the Board of Directors set forth below. The proxyholders named on the other side of this card will vote in their discretion upon such other business as may properly come
before the meeting.
The Board of Directors recommends a vote FOR all director nominees and FOR Items 2 and 3:
1. To elect four Class C Directors.
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01 - Fred L. Banks, Jr.
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☐
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☐
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02 - Robert C. Khayat
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☐
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☐
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03 - Gail Jones Pittman
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☐
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☐
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04 - Toni D. Cooley
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☐
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☐
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To elect one Class A Director.
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For
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Withhold
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01 - David Barksdale
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YOU MUST SIGN AND
DATE ON THE REVERSE.
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To elect
one Class B Director.
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For
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Withhold
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01 - Edith Kelly-Green
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For
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Against
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Abstain
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2.
Proposal
to approve, in a non-binding advisory vote, the compensation of the
Companys Named Executive Officers.
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☐
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☐
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3.
Proposal
to ratify the appointment of Ernst & Young LLP as the Companys
independent auditors for the fiscal year ending October 31, 2019.
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☐
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☐
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02YR5B
Important notice regarding the Internet availability of proxy materials for the Annual
Meeting of Stockholders.
The Proxy Statement and the 2018 Annual Report to Stockholders are available at:
http://ir.sandersonfarms.com/financial-information/annual-reports
IF VOTING BY MAIL, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy SANDERSON FARMS, INC.
2019 Meeting of Stockholders - February 14,
2019
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Mike Cockrell and Joe F. Sanderson, Jr., and each of them, with power to act without the other and with power of substitution,
as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Sanderson Farms, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon
such other business as may properly come before the 2019 Meeting of Stockholders of the Company to be held February 14, 2019, at 10:00 A.M. Central Time at the Sanderson Farms General Corporate Offices, 127 Flynt Road, Laurel, Mississippi 39443, or
at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
(Continued and to be marked on
the other side)
B
Non-Voting Items
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Change of Address
Please print your new address below.
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Comments
Please print your comments below.
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Meeting Attendance
Mark the box to the right if you plan to attend the Annual Meeting.
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☐
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C
Authorized
Signatures This section must be completed for your vote to be counted. Date and Sign Below
NOTE: Please sign as name appears hereon.
Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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/ /
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IF VOTING BY MAIL, YOU
MUST
COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
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Sanderson Farms, Inc.
GENERAL OFFICES
Post Office Box 988, Laurel, Mississippi 39441-0988
Telephone (601) 649-4030 Fax (601) 426-1339
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January 11, 2019
To Participants in the Sanderson Farms, Inc. & Affiliates
Stock Ownership Plan, as amended (the ESOP)
Dear Participant:
The 2019 Annual Meeting of
Stockholders of Sanderson Farms, Inc. (the Company) will be held on Thursday, February 14, 2019. The terms of the ESOP provide that you, as a participant in the ESOP, are entitled to direct Charles Schwab Bank, the Trustee of the
ESOP (the Trustee), to vote the shares of the Companys common stock allocated to your separate account in the ESOP with respect to each matter to be brought before the Annual Meeting.
The Trustee will vote the common stock in accordance with your instructions. If you give no instructions with respect to any matters to be acted upon at
the meeting, the Trustee will vote your shares, along with all unallocated shares held by the ESOP, in the same proportion for and against proposals as shares for which the Trustee has received timely voting instructions, subject to the exercise of
the Trustees fiduciary duties. Therefore, it is important that you return the enclosed ballot with instructions on how to vote your shares.
A
notice of the Annual Meeting and a proxy statement that contains detailed descriptions of the matters to be voted on at the Annual Meeting are enclosed. Also, the 2018 Annual Report to Shareholders, which contains financial information concerning
the Company and its business for the fiscal year ended October 31, 2018, is enclosed for your information, but is not a part of the proxy solicitation materials.
Please instruct the Trustee how to vote the shares allocated to your account in the ESOP on each matter to be acted upon by marking the enclosed ballot,
and return the ballot to the Trustee in the postage-paid, self-addressed envelope provided by February 1, 2019. Your voting instructions to the Trustee will be strictly confidential.
Please note that the enclosed material relates only to those shares that have been allocated to your account under the ESOP. You will receive other
voting material for shares owned by you individually and not through the ESOP.
Your prompt consideration and balloting are requested.
Cordially,
Joe F. Sanderson, Jr.
Chairman of the Board
Enclosures
SANDERSON FARMS, INC. ESOP BALLOT
ANNUAL MEETING OF STOCKHOLDERS
February 14, 2019
The Companys Board of Directors recommends a vote FOR all director nominees and Items 2 and 3.
The undersigned hereby instructs Charles Schwab Bank, the Trustee (the Trustee) of the Sanderson Farms, Inc. and Affiliates Employee Stock Ownership Plan
(the ESOP) to vote all the shares of the common stock of Sanderson Farms, Inc. (the Company) allocated to the undersigned pursuant to the ESOP as of December 20, 2018, at the Annual Meeting of Stockholders to be held at
the Companys General Corporate Offices, 127 Flynt Road, Laurel, Mississippi on February 14, 2019 at 10:00 a.m., Central Time, and at any and all adjournments or postponements thereof, as follows:
********************************************************************************************************************************************
ELECTION OF DIRECTORS:
1.
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To elect four Class C Directors, one Class A Director and one Class B Director. Mark one of the boxes
below with an ink pen.
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The Nominees for Class C Directors are as follows: Fred L. Banks, Jr., Toni D.
Cooley, Robert C. Khayat and Gail Jones Pittman.
The Nominee for Class A Director is David Barksdale.
The Nominee for Class B Director is Edith Kelly-Green.
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☐
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I vote
FOR
all the nominees listed above.
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☐
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I vote
FOR
all of the nominees
EXCEPT
for the individual nominees I have listed on the blank lines below:
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☐
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I
WITHHOLD AUTHORITY
to vote for all nominees.
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********************************************************************************************************************************************
EXECUTIVE COMPENSATION:
2.
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Proposal
to approve, in a
non-binding
advisory vote, the compensation of
the Companys Named Executive Officers.
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☐
FOR
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☐
AGAINST
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☐
ABSTAIN
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********************************************************************************************************************************************
SELECTION OF INDEPENDENT AUDITING FIRM:
3.
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Proposal
to ratify the appointment of Ernst & Young LLP as the Companys independent auditors for
the fiscal year ending October 31, 2019.
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☐
FOR
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☐
AGAINST
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☐
ABSTAIN
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********************************************************************************************************************************************
The undersigned acknowledges receipt from the Company, prior to the execution of this Ballot, of a Notice of Annual Meeting of Stockholders, the Companys Proxy
Statement for the 2019 Annual Meeting of Stockholders and the Companys 2018 Annual Report on Form
10-K.
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Dated:
|
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2019.
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Participants Signature
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(Please Print Name)
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Your ESOP shares will be voted as directed. If no directions are given, your ESOP shares will be voted by the ESOP Trustee in the
same proportion for and against proposals as shares for which the Trustee has received timely voting instructions, subject to the exercise of the Trustees fiduciary duties.
PLEASE DATE, SIGN, AND RETURN THIS BALLOT IN THE ENCLOSED ADDRESSED AND POSTAGE-PREPAID ENVELOPE TO THE INDEPENDENT TRUSTEE FOR THE ESOP NO LATER THAN FRIDAY,
FEBRUARY 1, 2019.
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