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): January 18, 2018
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
| Mississippi | 1-14977 | 64-0615843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 127 Flynt Road Laurel, Mississippi |
39443 | |
| (Address of principal executive offices) | (Zip Code) |
(601) 649-4030
(Registrant’s 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On January 18, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Sanderson Farms, Inc. (the “Registrant”) ratified the payment of certain miscellaneous items of compensation during fiscal 2017 to the Registrant’s Named Executive Officers, as follows:
| Type | Joe F. Sanderson, Jr., Chairman & CEO |
Lampkin Butts, President & COO |
D. Michael Cockrell, Treasurer & CFO |
Tim Rigney, Secretary |
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| Personal Use of Company and Charter Aircraft |
$ | 90,432 | $ | 8,095 | $ | 21,311 | $ | — | ||||||||
| Other Travel Related Expenses |
374 | 11,501 | 70 | — | ||||||||||||
| 401(k) Plan Matching Contribution |
10,600 | 10,600 | 10,600 | 10,600 | ||||||||||||
| ESOP Contribution |
15,819 | 15,819 | 15,819 | 15,819 | ||||||||||||
| Term Life Insurance Premium |
152 | 198 | 272 | 272 | ||||||||||||
| Matching Charitable Contributions |
5,000 | 5,000 | 2,500 | — | ||||||||||||
| Dividends Paid on Restricted Stock |
226,950 | 59,160 | 47,430 | 7,596 | ||||||||||||
| Accidental Death |
6 | 7 | 11 | 11 | ||||||||||||
| Health Plan Benefit |
7,683 | 7,683 | 7,683 | 7,683 | ||||||||||||
| Hart-Scott-Rodino filing fees and legal fees |
53,018 | — | — | — | ||||||||||||
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| Total |
$ | 410,034 | $ | 118,063 | $ | 105,696 | $ | 41,981 | ||||||||
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)
| Date: January 23, 2018 | By: | /s/ D. Michael Cockrell | ||||
| D. Michael Cockrell | ||||||
| Treasurer and Chief Financial Officer |