Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K (this
“Form 8-K/A”) amends the Current Report on Form 8-K
of Seaboard Corporation (the “Company”) filed with the
Securities and Exchange Commission on December 8, 2020 (the
“Original Form 8-K”), which reported the appointment
of David H. Rankin to serve as Executive Vice President and
Chief Financial Officer (“CFO”) of the Company. Pursuant to
Instruction 2 to Item 5.02 of Form 8-K, this
Form 8-K/A is being filed solely to provide information called
for in Item 5.02(c)(3) of Form 8-K that had not been
determined at the time of filing of the Original Form 8-K.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On December 2, 2020, the Company announced that the Board of
Directors (the “Board”) appointed David H. Rankin, the Company’s
then-serving Senior Vice President, Taxation and Business
Development to the office of Executive Vice President and CFO
effective on the same date. On January 12, 2021, the Company and
Mr. Rankin entered into a Restated Employment Agreement (the
“Employment Agreement”), which restates and replaces the Employment
Agreement between the parties dated as of June 2013.
Pursuant to the Employment Agreement, Mr. Rankin agrees to serve as
Executive Vice President and CFO of the Company for an initial term
ending on December 31, 2021, which will renew automatically for
additional one (1) year terms unless a notice of non-renewal is
given by the Company. The term will not extend beyond December 31,
2033 unless otherwise agreed by the Company and Mr. Rankin.
The Employment Agreement provides that Mr. Rankin will
receive an annual base salary of $425,000, effective December 3,
2020, subject to annual increases at the discretion of the Board.
The Employment Agreement also provides that Mr. Rankin is
eligible for an annual target bonus of 131.25% of his base salary
and a maximum bonus of 175% of his base salary and provides Mr.
Rankin a guaranteed minimum bonus of $300,000 for any calendar year
during his employment period. In the event Mr. Rankin’s salary and
bonus for a year totals in excess of $1,000,000, the amount of Mr.
Rankin’s bonus, if any, in excess of $300,000 may be deferred at
the option of the Company pursuant to the Company’s Post-2018
Nonqualified Deferred Compensation Plan (the “Deferred Compensation
Plan”). Any amounts deferred pursuant to the Deferred Compensation
Plan may be invested in various investment options and, upon Mr.
Rankin’s retirement or termination of employment, such deferred
amounts will be paid to him in installments of up to $1,000,000 per
year for up to five (5) years, with any remaining balance due
thereafter to be paid in full in the sixth year thereafter. Mr.
Rankin will also receive a car allowance and gasoline charge
privileges in accordance with the Company’s car allowance policy.
Mr. Rankin is subject to certain non-competition, non-solicitation
and confidentiality restrictive covenants in the Employment
Agreement. The Employment Agreement provides for the payment of
severance payments and benefits to Mr. Rankin upon the termination
of his employment in certain circumstances, subject to his
compliance with certain restrictive covenants. In connection with
Mr. Rankin’s appointment, the Board approved Mr. Rankin’s personal
use of the Company’s airplane for up to 10 hours of flight time per
year. The Company will also pay for incidental fees and expenses
incurred related to the flights, including ground transportation,
and a “tax gross-up” of the estimated federal and state income
taxes Mr. Rankin will incur as a consequence of this benefit.
The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by the
provisions of the Employment Agreement, a copy of which will be
filed by the Company as an exhibit to its Annual Report on Form
10-K for the year ended December 31, 2020.
