Sanderson Farms, Inc. and Affiliates
Stock Incentive Plan
(Amended and Restated as of February 13, 2020)
Article 1General Provisions
1.1 Establishment and Purposes of
Plan. Sanderson Farms, Inc., a Mississippi corporation (together with its affiliates and subsidiaries, the Company), hereby amends and restates its stock incentive plan known as the Sanderson Farms, Inc. and Affiliates Stock
Incentive Plan (the Plan), which was approved by the Companys shareholders on February 11, 2016, and thereafter adopted by the Board on the same date, as set forth in this document. The objectives of the Plan are: (a) to
align closely the long-term financial interests of the management of the Company with the stockholders by reinforcing the relationship between Eligible Participants rewards and stockholder gains; (b) to provide management with an equity
ownership in the Company commensurate with Company performance, as reflected in increased stockholder value; (c) to attract, motivate and retain key employees and non-employee directors by maintaining
competitive compensation levels; and (d)
to provide an incentive to management for continuous employment with or service to the Company.
1.2 Types of Awards. Awards
under the Plan may be made to Eligible Participants who are employees (including Directors who are also employees) in the form of (a) Incentive Stock Options, (b) Nonqualified Stock Options, (c) Stock Appreciation Rights,
(d) Restricted Stock, (e) Restricted Stock Units, (f) Performance Shares, (g) Phantom Stock Units, (h) Share Purchase Rights, (i) Other Stock-Based Awards, or any combination of the foregoing. Awards under the Plan may
be made to Eligible Participants who are Directors in the form of (i) Nonqualified Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Phantom Stock Units, (vi) Share
Purchase Rights, (vii) Other Stock-Based Awards, or any combination of the foregoing.
1.3 Effective Date. The Plan, as
amended and restated hereby, shall be effective on the date that it is approved by the holders of a majority of the Companys Shares present in person or by proxy and voting at a duly called meeting of the stockholders and adopted by a majority
of the Board at a duly called meeting of the Board following such stockholders meeting (the Effective Date).
Article 2Definitions
Except where the context otherwise indicates, the following definitions apply:
2.1 Agreement means the written agreement evidencing an Award granted to the Participant under the Plan.
2.2 Applicable Law means the laws, rules and regulations relating to the administration of stock option plans and other stock incentive plans under
Mississippi law relating to corporations, applicable federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted, and the applicable laws, rules and regulations of any country or
jurisdiction where Awards are granted under the Plan.
2.3 Award means an award granted to a Participant under the Plan that is an Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Phantom Stock Unit, Share Purchase Right, Other Stock-Based Award, or a combination of these.
2.4 Board means the Board of Directors of the Company, or, to the extent of any authority delegated to a Committee pursuant to Article 3, the
Committee.
2.5 Cause means, unless provided otherwise in the Agreement, the Causes for Discharge set forth in the Companys employee
handbook, as it may be amended from time to time. The existence of Cause shall be determined by the Board.
2.23 Other Stock-Based Award means an Award granted pursuant to Article 10 of the Plan that is paid
with, valued in whole or in part by reference to, or is otherwise based on Shares.
2.24 Participant means an Eligible Participant to whom an Award has
been granted.
2.25 Permitted Transferee means any member of the immediate family of the Participant (i.e., spouse, children, and grandchildren), any
trust for the benefit of such family members or any partnership whose only partners are such family members.
2.26 Performance Share means an Award
under Article 8 of the Plan that is valued by reference to a Share, which value may be paid to the Participant by delivery of such property as the Board shall determine, including without limitation, cash or Shares, or any combination thereof,
upon achievement of such performance objectives during the relevant performance period as the Board shall establish at the time of such Award or thereafter, but not later than the time permitted by Code Section 162(m) in the case of a Named
Executive Officer, unless the Board determines not to comply with Code Section 162(m).
2.27 Phantom Stock Unit means an Award granted pursuant to
Article 9 of the Plan.
2.28 Plan means the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, as originally adopted and as amended hereby
and as it may be further amended from time to time.
2.29 Prior Plan shall have the meaning ascribed to such term in Section 4.1 hereof.
2.30 Restricted Stock means an Award of Shares under Article 7 of the Plan, which Shares are issued with such restriction(s) as the Board, in its sole
discretion, may impose, including without limitation, any restriction on the right to retain such Shares, to sell, transfer, pledge or assign such Shares, to vote such Shares, and/or to receive any cash dividends with respect to such Shares, which
restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Board may deem appropriate.
2.31 Restricted
Stock Unit or RSU means a right granted under Article 7 of the Plan to receive a number of Shares or a cash payment for each such Share equal to the Fair Market Value of a Share on a specified date.
2.32 Restriction Period means the period commencing on the date an Award of Restricted Stock or Restricted Stock Units is granted and ending on such date as
the Board shall determine.
2.33 Secretary means the Secretary of the United States Department of the Treasury.
2.34 Share means one share of common stock, par value $1.00 per share, of the Company, and as such Share may be adjusted pursuant to the provisions of
Section 4.3 of the Plan.
2.35 Share Purchase Right means an Award granted pursuant to Article 11 of the Plan.
2.36 Stock Appreciation Right or SAR means an Award granted under Article 6 which provides for an amount payable in Shares and/or cash, as
determined by the Board, equal to the excess of the Fair Market Value of a Share on the day the Stock Appreciation Right is exercised over the specified exercise price.
2.37 Tandem SAR means an SAR granted in connection with an Option.
Article 3Administration
3.1 General. This Plan shall be
administered by the Board. The Board may by resolution delegate some or all of its authority under the Plan to a committee of the Board consisting of two or more Directors, each of whom qualifies as (a) a
Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, and (b) an outside director within the meaning of Code
Section 162(m).
6.4 Exercise of SARs. Upon exercise of a Tandem SAR, the number of Shares
subject to exercise under any related Option shall automatically be reduced by the number of Shares represented by the Option or portion thereof which is surrendered.
Article 7Restricted Stock
7.1 Grant of Restricted Stock. Restricted Stock Awards may be made to Eligible Participants as a reward for past service or as an
incentive for the performance of future services that will contribute materially to the successful operation of the Employer. Awards of Restricted Stock may be made either alone or in addition to or in tandem with other Awards granted under the Plan
and may be current grants of Restricted Stock or deferred grants of Restricted Stock.
7.2 Restricted Stock Agreement. The
Restricted Stock Agreement shall set forth the terms of the Award, as determined by the Board, including, without limitation, the purchase price, if any, to be paid for such Restricted Stock, which may be more than, equal to, or less than Fair
Market Value and may be zero, subject to such minimum consideration as may be required by Applicable Law; the restrictions applicable to the grant or vesting of the Restricted Stock such as continued service or achievement of Performance Measures,
the length of the Restriction Period and whether any circumstances, such as death, retirement, Disability, or a Change in Control, will shorten or terminate the Restriction Period; and rights of the Participant to vote or receive dividends with
respect to the Shares during the Restriction Period.
Notwithstanding Section 3.4 of the Plan, a Restricted Stock Award must be accepted within a period of
sixty (60) days, or such other period as the Board may specify, by executing a Restricted Stock Agreement and paying whatever price, if any, is required. The prospective recipient of a Restricted Stock Award shall not have any rights with
respect to such Award, unless and until such recipient has executed a Restricted Stock Agreement and has delivered a fully executed copy thereof to the Board, and has otherwise complied with the applicable terms and conditions of such Award.
7.3 Nontransferability. Except as otherwise provided in this Article 7, no shares of Restricted Stock received by a
Participant shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.
7.4
Certificates. Upon an Award of Restricted Stock to a Participant, Shares of Restricted Stock shall be registered in the Participants name (or an appropriate book entry shall be made). Certificates, if issued, may either be held in
custody by the Company until the Restriction Period expires or until restrictions thereon otherwise lapse and/or be issued to the Participant and registered in the name of the Participant, bearing an appropriate restrictive legend and remaining
subject to appropriate stop-transfer orders. If required by the Board, the Participant shall deliver to the Company one or more stock powers endorsed in blank relating to the Restricted Stock. If and when the Restriction Period expires without a
prior forfeiture of the Restricted Stock subject to such Restriction Period, unrestricted certificates for such shares shall be delivered to the Participant; provided, however, that the Board may cause such legend or legends to be placed on any such
certificates as it may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal or state law.
7.5 Dividends and Other Distributions. Except as provided in this Article 7 or in the Award Agreement, a Participant
receiving a Restricted Stock Award shall have, with respect to such Restricted Stock Award, all of the rights of a stockholder of the Company, including the right to vote the Shares to the extent, if any, such Shares possess voting rights and the
right to receive any dividends; provided, however, the Board may require that any dividends on such Shares of Restricted Stock shall be automatically deferred and reinvested in additional Restricted Stock subject to the same restrictions as the
underlying Award, or may require that dividends and other distributions on Restricted Stock shall be paid to the Company for the account of the Participant. The Board shall determine whether interest shall be paid on such amounts, the rate of any
such interest, and the other terms applicable to such amounts. In addition, with respect to Named Executive Officers, the Board may apply any restrictions it deems appropriate to the payment of
Except as otherwise provided in the Participants Award Agreement, a Participant shall be entitled to receive any
dividends declared subsequent to the end of the Performance Period with respect to earned grants of Performance Shares that have not yet been distributed to the Participant (such dividends shall be subject to the same accrual, forfeiture, and payout
restrictions as apply to dividends earned with respect to Restricted Stock, as set forth in Section 7.5 herein). In addition, unless otherwise provided in the Participants Award Agreement, a Participant shall be entitled to exercise full
voting rights with respect to earned Performance Shares.
8.5 Nontransferability. Except as otherwise provided in a
Participants Award Agreement, Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a Participant, other than by will or by the laws of descent and distribution of the state in which the
Participant resided on the date of his death. Further, except as otherwise provided in a Participants Award Agreement, a Participants rights under the Award shall be exercisable during the Participants lifetime only by the
Participant or the Participants guardian or legal representative.
Article 9Phantom Stock Units
9.1 Grant of Phantom Stock Units. Phantom Stock Units may be granted to Eligible Participants in such amounts and
upon such terms as are consistent with this Plan, and at any time and from time to time, as shall be determined by the Board.
9.2
Phantom Stock Agreement. The Phantom Stock Agreement shall set forth the terms of the Phantom Stock Units, as determined by the Board, including, without limitation, the vesting schedule, the period during which the Phantom Stock Units must
be converted, if at all, and the Award Value of each Phantom Stock Unit (which shall be the Fair Market Value of a Share as of the date of grant of the related Phantom Stock Unit).
9.3 Amount, Form and Timing of Payment. Subject to the terms of this Plan and the applicable Agreement, a Phantom Stock Unit shall
entitle the holder, within the specified conversion period, to convert vested Phantom Stock Units into property with a value equal to the difference between the Award Value and the Fair Market Value of a Share on the conversion date times the number
of Phantom Stock Units converted. The Board, in its sole discretion, may pay the amount to which the holder is entitled in the form of cash or in Shares (or in a combination thereof). Shares issued in payment may contain such restrictions deemed
appropriate by the Board. If payment is to be made in Shares, the number of Shares shall be determined based on the Fair Market Value of a Share on the date of conversion. If the Board elects to make full payment in Shares, no fractional Shares
shall be issued and cash payments shall be made in lieu of fractional shares. The determination of the Board with respect to the form and timing of payout of Phantom Stock Units shall be set forth in the Award Agreement pertaining to the grant of
the Award.
9.4 Nontransferability of Award. Except as otherwise provided in a Participants Award Agreement, Phantom
Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resided on the date of his
death. Further, except as otherwise provided in a Participants Award Agreement, a Participants rights under the Award shall be exercisable during the Participants lifetime only by the Participant or the Participants guardian
or legal representative.
Article 10Other Stock-Based Awards
10.1 Terms of Other Stock-Based Awards. Other Stock-Based Awards may be granted to Eligible Participants, in such amounts and upon
such terms as are consistent with this Plan, and at any time and from time to time, as shall be determined by the Board. An Other Stock-Based Award is an award, the value of which is based in whole or in part on the value of Shares, that is not an
Award specified in Article 5, 6, 7, 8 or 9 of the Plan. Other Stock-Based Awards may be awards of Shares or may be
Article 12Performance Measures
Until the Board proposes for stockholder vote and stockholders approve a change in the general Performance Measures set forth in this Article 12, the attainment of
which may determine the degree of payout and/or vesting with respect to Named Executive Officers Awards that are intended to qualify under the performance-based compensation provisions of Code Section 162(m), the Performance Measure(s) to
be used for purposes of such Awards shall be chosen from among the following: earnings, earnings per share, consolidated pre-tax earnings, net earnings, operating income, EBIT (earnings before interest and
taxes), EBITDA (earnings before interest, taxes, depreciation and amortization), gross margin, revenues, revenue growth, market value added, economic value added, return on equity, return on investment, return on assets, return on net assets, return
on capital employed, return on sales, total stockholder return, profit, economic profit, capitalized economic profit, after-tax profit, pre-tax profit, cash flow
measures, cash flow return, sales, sales volume, inventory turnover ratio, stock price, cost, and/or unit cost, or any function of any of the foregoing factors. The Board can establish other Performance Measures for performance Awards granted to
Eligible Participants that are not Named Executive Officers. For any Performance Period, the targeted level or levels of performance with respect to chosen Performance Measures may be established on an absolute basis or relative to a group of peer
companies selected by the Board, relative to internal goals or relative to levels attained in prior years.
The Board shall be authorized to make adjustments in
performance based criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in Applicable Law or accounting principles. The Board shall also
have the discretion to adjust the determinations of the degree of attainment of the pre-established Performance Measures. Notwithstanding the foregoing, with respect to Awards which are intended to qualify for
the performance-based compensation exception from the deductibility limitations of Code Section 162(m), and which are held by Named Executive Officers, (a) the amount of compensation payable under any such Award may not be adjusted upward,
but the Board shall retain the discretion to adjust such Awards downward, and (b) the Board may not adjust any such Awards targeted level of attainment of Performance Measures after the first ninety (90) days of the Awards
Performance Period, except, in either case, as a result of adjustments permitted by this paragraph and Code Section 162(m) and the regulations promulgated thereunder.
If applicable tax and/or securities laws change to permit Board discretion to alter the governing Performance Measures without obtaining stockholder approval of such
changes, the Board shall have sole discretion to make such changes without obtaining stockholder approval. In addition, if the Board determines that it is advisable to grant Awards which shall not qualify for the performance-based compensation
exception from the deductibility limitations of Code Section 162(m), the Board may make such grants without satisfying the requirements of Code Section 162(m).
Article 13Beneficiary Designation
Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under
the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Board, and will be
effective only when filed by the Participant in writing with the Board during the Participants lifetime. In the absence of any such designation, benefits remaining unpaid at the Participants death shall be paid to the Participants
estate.
Article 14Deferrals
To the extent set forth in the Agreement evidencing an Award, the Board may permit or require a Participant to defer under this Plan or to a separate deferred
compensation arrangement of the Company such Participants receipt of the payment of cash or the delivery of Shares that would otherwise be due to
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Annual Meeting Proxy Card
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. q
A Proposals The Companys Board of Directors has proposed items 1 through 5, and stockholders have proposed Items 6 and 7.
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, FOR Items 2, 3 and 5, for every 1 YEAR on Item 4, and
AGAINST Items 6 and 7:
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1. To elect five Class A Directors.
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01 - David Barksdale
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02 - Lampkin Butts
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03 - Beverly W. Hogan
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04 - Phil K. Livingston
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05 - Joe F. Sanderson, Jr.
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To elect one Class C Director.
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06 - Sonia Pérez
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2.
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Proposal to approve the Sanderson Farms, Inc. and Affiliates Amended and Restated Stock Incentive Plan.
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3. Proposal to approve, in a non-binding advisory vote, the compensation of the Companys
Named Executive Officers.
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Every:
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Proposal to approve, in a non-binding advisory vote, the frequency of future advisory votes on executive compensation.
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5. Proposal to ratify the appointment of Ernst & Young LLP as the Companys
independent auditors for the fiscal year ending October 31, 2020.
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Proposal to request that the Board of Directors report annually on water resource risks and related metrics.
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7. Proposal to request that the Board of Directors report on the Companys human rights
due diligence process.
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035V7B
Important notice regarding the Internet availability of proxy materials for the Annual Meeting
of Stockholders.
The Proxy Statement and the 2019 Annual Report to Stockholders are available at:
http://ir.sandersonfarms.com/financial-information/annual-reports
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Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.investorvote.com/SAFM
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. q
Proxy SANDERSON FARMS, INC.
2020 Meeting of Stockholders - February 13, 2020
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 2020 Meeting of Stockholders of the Company to be held February 13, 2020, 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 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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C Non-Voting
Items
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Change of Address Please print new address below.
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Comments Please print your comments below.
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Meeting Attendance
Mark box to the right if you plan to attend the Annual Meeting.
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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 10, 2020
To
Participants in the Sanderson Farms, Inc. & Affiliates
Stock Ownership Plan, as amended (the ESOP)
Dear Participant:
The 2020 Annual Meeting of Stockholders of
Sanderson Farms, Inc. (the Company) will be held on Thursday, February 13, 2020. 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 2019 Annual Report to Shareholders, which contains financial information concerning the Company
and its business for the fiscal year ended October 31, 2019, 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 3, 2020. 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.
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Cordially,
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Joe F. Sanderson, Jr.
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Chairman of the Board
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Enclosures
SANDERSON FARMS, INC. ESOP BALLOT
ANNUAL MEETING OF STOCKHOLDERS
February 13, 2020
The Board of Directors has proposed Items 1 through 5. Stockholders have proposed Items 6 and 7.
The Board of Directors recommends a vote FOR all director nominees, FOR Items 2, 3, and 5, for EVERY
YEAR on Item 4, and AGAINST Items 6 and 7.
* * * * * * * * * * * * * * * *
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 19, 2019, at the Annual Meeting
of Stockholders to be held at the Companys General Corporate Offices, 127 Flynt Road, Laurel, Mississippi on February 13, 2020 at 10:00 a.m., Central Time, and at any and all adjournments or postponements thereof, as follows:
* * * * * * * * * * * * * * * * * * * * * *
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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ELECTION OF DIRECTORS:
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To elect five Class A Directors.
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FOR
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AGAINST
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ABSTAIN
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David Barksdale
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Lampkin Butts
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Beverly W. Hogan
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Phil K. Livingston
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☐
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☐
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☐
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Joe F. Sanderson, Jr.
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☐
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☐
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☐
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To elect one Class C Director.
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FOR
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AGAINST
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ABSTAIN
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Sonia Pérez
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☐
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☐
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☐
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* * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
*
STOCK INCENTIVE PLAN:
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2.
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Proposal to approve the Amended and Restated Sanderson Farms, Inc. and Affiliates Stock Incentive Plan.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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* * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
*
EXECUTIVE COMPENSATION:
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3.
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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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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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4.
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Proposal to approve, in a non-binding advisory vote, the
frequency of future advisory votes on executive compensation.
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☐
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EVERY YEAR
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☐
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EVERY TWO YEARS
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☐
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EVERY THREE YEARS
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* * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
SELECTION OF INDEPENDENT AUDITING FIRM:
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5.
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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, 2020.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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* * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
The Board of Directors recommends a vote AGAINST Item 6.
STOCKHOLDER PROPOSAL:
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6.
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Proposal to request that the Board of Directors report annually on water resource risks and related
metrics.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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* * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
The Board of Directors recommends a vote AGAINST Item 7.
STOCKHOLDER PROPOSAL
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7.
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Proposal to request that the Board of Directors report on the Companys human rights due diligence
process.
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☐
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FOR
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☐
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AGAINST
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☐
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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 2020 Annual Meeting of Stockholders and the Companys 2019 Annual Report on Form 10-K.
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Dated:
, 2020
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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
MONDAY, FEBRUARY 3, 2020.