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) July 6, 2006
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-120 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))
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On July 6, 2006, Steven J. Bresky, age 53, was appointed as President
and Chief Executive Officer of Seaboard Corporation (the "Company"),
succeeding H. Harry Bresky, who will continue to perform his duties as
Chairman of the Board. Steven J. Bresky, who is son of H. Harry Bresky,
has served as Senior Vice President, International Operations since
February 2001. He also has served as a member of the Board of Directors
since April 2005.
Steven Bresky and the Company are parties to an Employment Agreement (the
"Agreement") dated July 1, 2005. The Agreement contains the following
principal terms: (1) a term of five (5) years, commencing July 1, 2005,
subject to renewal by the Company; (2) payment of a minimum base salary in
the amount of $440,000; (3) payment of an annual minimum bonus in the
amount of $450,000; (4) non-competition and non-solicitation provisions
which apply during the employee's employment and for a period of one (1)
year after the termination of such employment, or two (2) years if the
employee voluntarily resigns for any reason other than for "good reason";
(5) upon an involuntary termination of the employee's employment without
"cause" or a resignation by the employee for "good reason," payment to the
employee of his then salary and most recent bonus for the balance of the
term of the Employment Agreement, but not for less than the non-competition
period; and (6) under the Company's Executive Retirement Plan, years of
service credit accrues for the term of the severance period, and the final
average earnings calculation under this plan is determined utilizing the
base salary and bonus paid during the severance period. The Agreement was
filed with the SEC as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the three (3) month period ended July 2, 2005.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Registrant hereby furnishes the following exhibit pursuant to Item
8.01:
99.1 Press release of Seaboard Corporation dated July 6, 2006
announcing appointment of President and Chief Executive Officer.
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SIGNATURE
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 thereunto duly authorized.
DATE: July 6, 2006
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Treasurer and Chief Financial Officer
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