DEF 14A 1 proxy.txt THE 2005 PROXY STATEMENT SEABOARD CORPORATION 9000 West 67th Street Shawnee Mission, Kansas 66202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 25, 2005 Notice is hereby given that the 2005 Annual Meeting of Stockholders of Seaboard Corporation, a Delaware corporation, will be held at the Sheraton Newton Hotel, 320 Washington Street, Newton, Massachusetts, on Monday, April 25, 2005, commencing at 9:00 a.m., local time, and thereafter as it may from time to time be adjourned, for the following purposes: 1. To elect six directors to hold office until the 2006 annual meeting of stockholders and until their respective successors are duly elected and qualified; 2. To consider and act upon ratification and approval of the selection of KPMG LLP as the independent auditors of Seaboard for the year ending December 31, 2005; 3. To consider and act upon a stockholder proposal, if introduced at the meeting, as described in the accompanying proxy statement; and 4. To transact such other business as properly may come before the meeting. The Board of Directors has fixed the close of business on Monday, March 7, 2005, as the record date for determination of the stockholders entitled to notice of, and to vote at, the annual meeting. If you do not expect to attend the annual meeting in person, please sign and date the enclosed proxy, and return it in the enclosed addressed envelope. By order of the Board of Directors, /s/ David M. Becker David M. Becker, Vice President, General Counsel and Secretary March 14, 2005 SEABOARD CORPORATION 9000 West 67th Street Shawnee Mission, Kansas 66202 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS APRIL 25, 2005 March 14, 2005 Date, Time and Place of the Meeting This proxy statement is furnished in connection with the solicitation of proxies for use at the annual meeting of stockholders of Seaboard Corporation ("Seaboard") to be held on Monday, April 25, 2005, commencing at 9:00 a.m., local time, and at any adjournment thereof. The meeting is called for the purposes set forth in the foregoing Notice of Annual Meeting, and will be held at the Sheraton Newton Hotel, 320 Washington Street, Newton, Massachusetts. Stockholders Entitled to Vote at the Meeting Stockholders of record as of the close of business on the March 7, 2005 record date are entitled to notice of, and to vote at, the annual meeting and at any adjournment thereof. Seaboard had 1,255,053.90 shares of common stock, $1.00 par value, outstanding and entitled to vote as of the record date. Each such share of common stock is entitled to one vote on each matter properly to come before the annual meeting. This proxy statement and the enclosed form of proxy were first sent or given to stockholders on or about March 14, 2005. Quorum Requirement A quorum of stockholders is necessary to hold a valid meeting. A majority of our outstanding shares of common stock on the record date, or 627,527 shares, will be needed to establish a quorum for the annual meeting. Votes cast at the annual meeting will be tabulated by persons duly appointed to act as inspectors of election and voting for the annual meeting. The inspectors of election and voting will treat shares represented by a properly signed and returned proxy as present at the annual meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Likewise, the inspectors will treat shares of stock represented by "broker non-votes" as present for purposes of determining a quorum. Broker non-votes are proxies with respect to shares held in record name by brokers or nominees, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote; (ii) the broker or nominee does not have discretionary voting power under applicable national securities exchange rules or the instrument under which it serves in such capacity; and (iii) the record holder has indicated on the proxy card or otherwise notified Seaboard that it does not have authority to vote such shares on that matter. 1 Attending the Meeting and Voting in Person If you plan to attend the annual meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee (commonly referred to as being held in "street" name), proof of ownership may be required for you to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares. Voting by Proxy The Board of Directors solicits your proxy in the form enclosed for use at the annual meeting. Any stockholder giving a proxy in the enclosed form may revoke it at any time before it is exercised. A stockholder may revoke his or her proxy by delivering to the Secretary of Seaboard a written notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person. A completed and signed proxy in the enclosed form, if received in time for voting and not revoked, will be voted at the annual meeting in accordance with the instructions of the stockholder. Where a stockholder's voting instructions are not specified, the shares represented by the proxy will be voted "for" the election of the nominees for director listed herein, "for" ratification of the selection of KPMG LLP as independent auditors for 2005, and "against" the stockholder proposal described herein that would require Seaboard to prepare a sustainability report examining the environmental impacts of both Company-owned and contract farms. The Board of Directors does not know of any matters that will be brought before the meeting other than those referred to in the Notice of Annual Meeting. However, if any other matter properly comes before the meeting, it is intended that the persons named in the enclosed form of proxy, or their substitutes acting thereunder, will vote on such matter in accordance with their discretion and judgment. If your shares of common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Seaboard will bear all expenses in connection with the solicitation of proxies, including preparing, assembling, and mailing this proxy statement. After the initial mailing of this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers, employees or agents of Seaboard. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held of record by them, and their reasonable out-of-pocket expenses will be paid by Seaboard. Vote Required A favorable plurality of votes cast (a number greater than those cast for any other candidates) is necessary to elect members of the Board of Directors. Accordingly, abstentions or broker non-votes as to the election of directors will not affect the election of the candidates receiving the plurality of votes. The remaining proposals set forth herein require the affirmative vote of the majority of the shares present at the meeting. Shares represented by broker non-votes as to such matters are treated as not being present for the purposes of such matters, while abstentions as to 2 such matters are treated as being present but not voting in the affirmative. Accordingly, the effect of broker non-votes is only to reduce the number of shares considered to be present for the consideration of such matters, while abstentions will have the same effect as votes against the matter. PRINCIPAL STOCKHOLDERS The following table sets forth certain information as of January 31, 2005 (unless otherwise indicated) regarding the beneficial ownership of Seaboard's common stock by each person known to us to own beneficially 5 percent or more of Seaboard's common stock. Unless otherwise indicated, all beneficial ownership consists of sole voting and sole investment power. Seaboard is a "controlled corporation," as defined in the rules of the American Stock Exchange, because more than 50 percent of the voting power of Seaboard is owned by Seaboard Flour LLC ("Seaboard Flour"). Name and Address Amount and Nature of Percent of Beneficial Owner Beneficial Ownership of Class Seaboard Flour (1) 887,634.90 70.7% 822 Boylston Street Suite 301 Chestnut Hill, MA 02467 Dimensional Fund Advisors Inc. (2) 79,200.00 6.3 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 (1) H. Bresky, President and Chief Executive Officer of Seaboard, S. Bresky (H. Bresky's son and Senior Vice President) and other members of the Bresky family, including trusts created for their benefit, beneficially own approximately 99.5 percent of the common units of Seaboard Flour (formerly Seaboard Flour Corporation). S. Bresky is the co-trustee and beneficiary of some of the trusts owning shares of Seaboard Flour stock. H. Bresky may be deemed to have indirect beneficial ownership of Seaboard's common stock held by Seaboard Flour by virtue of his position as manager of Seaboard Flour, with the right to vote Seaboard shares owned by Seaboard Flour. In addition to the shares shown as being owned by Seaboard Flour, H. Bresky and other members of the Bresky family beneficially own a total of 34,195 shares, or 2.7 percent, of Seaboard's common stock. 3 (2) Beneficial ownership information concerning Dimensional Fund Advisors Inc. was obtained from its Schedule 13G report filed with the Securities and Exchange Commission on February 9, 2005. According to that report, Dimensional Fund Advisors furnishes investment advice to four investment companies and serves as investment manager to certain other trusts and accounts which own these securities. Dimensional Fund Advisors has disclaimed beneficial ownership of the shares shown as being owned by it. SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS The following table sets forth certain information as of January 31, 2005 regarding the beneficial ownership of Seaboard's common stock by each of our directors and director nominees, each of our executive officers named in the Summary Compensation Table on page 7 and all of our directors and executive officers as a group. Name of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class H. Harry Bresky 897,495.90 (1) (2) 71.5% Joe E. Rodrigues 200 * David A. Adamsen 20 * Douglas W. Baena 100 * Kevin M. Kennedy 15 * Steven J. Bresky 2,538 * Robert L. Steer 250 * John Lynch 55 * All directors & executive officers 900,673.90 (1) 71.8 as a group (16 persons) (1) The shares reported include 887,634.90 shares of Seaboard's common stock that may be attributed to H. Bresky by virtue of his position as manager of Seaboard Flour, with the right to vote Seaboard shares owned by Seaboard Flour, and 4,250 shares of Seaboard's common stock that may be attributed to him as co-trustee of the "Bresky Foundation" trust. Approximately 99.5 percent of the common units of Seaboard Flour are held by H. Bresky or in various trusts for the benefit of H. Bresky's spouse, S. Bresky and his issue and/or other Bresky family members. (2) These shares exclude 5,285 shares, or 0.4 percent of the class, held by H. Bresky's spouse. *Less than one percent. 4 ITEM 1: ELECTION OF DIRECTORS In March 2005, the Board of Directors increased the number of directors from five to six (without filling the vacancy), and nominated the following directors for election to the Board. Unless otherwise specified, proxies will be voted in favor of the election as directors of these six persons for a term of one year and until their successors are elected and qualified. Director Name Age Principal Occupations and Positions Since H. Harry Bresky 79 Director, Chairman of the Board, President 1959 and Chief Executive Officer (since 2001), President (from 1967-2001), Seaboard Corporation; Manager, Seaboard Flour (since 2002); President (1987-2002), Treasurer (1973-2002), Seaboard Flour Corporation. Joe E. Rodrigues 68 Director, former Executive Vice President 1990 and Treasurer (retired 2001), Seaboard Corporation. David A. Adamsen 53 Director and Chairman of Audit Committee, 1995 Seaboard Corporation; Vice President-Group General Manager, Northeast Region (since 2001), Vice President-Sales and Marketing, Northeast Region (1999-2001), Dean Foods Company, a dairy specialty-food processor and distributor. Douglas W. Baena 62 Director and Member of Audit Committee, 2001 Seaboard Corporation; Chief Executive Officer (since 1997), CreditAmerica, Inc., venture capital company; Chief Executive Officer (1999-2001), Ameristar Capital Corporation, financial services company. Kevin M. Kennedy 45 Director and Member of Audit Committee, 2003 Seaboard Corporation; President and Chief Investment Officer (since 2001), Great Circle Management LLC, a private equity fund; Managing Director (Head Marine Financing) (1999-2001), GE Capital Services Structured Finance Group, Inc. Steven J. Bresky 51 Senior Vice President, International * Operations (since February 2001), Vice President (1989-2001), Seaboard Corporation. * Not currently a director. H. Bresky is the father of Steven J. Bresky, Senior Vice President, International Operations. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was nominated. 5 In case any person or persons named herein for election as directors are not available for election at the annual meeting, proxies may be voted for a substitute nominee or nominees (unless the authority to vote for all nominees or for the particular nominee who has ceased to be a candidate has been withheld), as well as for the balance of those named herein. Management has no reason to believe that any of the nominees for the election as director will be unavailable. The Board of Directors recommends that you vote for the election as directors of the six persons listed above. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES Meetings of the Board The Board of Directors held five meetings in fiscal 2004, one of which was a telephonic meeting. Other actions of the Board of Directors were taken by unanimous written consent as needed. Each director attended more than 75 percent of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board on which he served. Seaboard does not have any policy requiring directors to attend Seaboard's annual meeting of stockholders, although, generally, the directors have attended Seaboard's annual stockholders' meetings. All five incumbent directors attended the 2004 annual meeting. Committees of the Board Seaboard's Board of Directors has established an Audit Committee. There currently are no other standing compensation, executive, nominating or other committees of Seaboard's Board of Directors, or committees performing similar functions of the Board. Audit Committee. Seaboard's Board of Directors has established an Audit Committee. Members of the Audit Committee currently are David A. Adamsen, Douglas W. Baena and Kevin M. Kennedy. The Audit Committee selects and retains independent auditors and assists the Board in its oversight of the integrity of Seaboard's financial statements, including the performance of our independent auditors in their audit of our annual financial statements. The Audit Committee meets with management and the independent auditors as may be required. The independent auditors have full and free access to the Audit Committee without the presence of management. The Board of Directors has determined that Kevin M. Kennedy is an "audit committee financial expert" and is "independent," each within the meaning of the rules and regulations of the Securities and Exchange Commission. Mr. Kennedy became a financial expert through his experiences in obtaining a Masters Degree in Business Administration, and in working as a bank officer for Bank of New York, where he conducted financial analysis and managed a corporate loan portfolio, as an officer for GE Capital Services Structured Finance Group, Inc., where he supervised the financial analysis of potential customers and structured complex transactions, and as President and Chief Investment Officer of Great Circle Capital LLC, where he is a member of the management committee, responsible for financial reporting of a private equity fund. The Audit Committee held five meetings in fiscal 2004, three of which were telephonic meetings. 6 Director Nominations. The Board of Directors believes it is not necessary to have a separate nominating committee because of the low turnover of Board of Director seats and because the entire Board of Directors participates in the consideration of director nominees. The Board of Directors includes directors who are not "independent" under the applicable American Stock Exchange listing standards. There currently is no charter that establishes procedures for the Board's consideration of director nominees. The Board believes that it should be comprised of directors with varied, complementary backgrounds, and that directors should, at a minimum, have expertise that may be useful to Seaboard. Directors should also possess the highest personal and professional ethics, and should be willing and able to devote the required amount of time to Seaboard's business. In determining whether a director should be retained and stand for re-election, the Board also considers that member's performance and contribution to the Board during his tenure with the Board. The Board of Directors has not established a formal process for stockholders to follow to send communications to the Board or its members, as Seaboard's policy has been to forward to the directors any stockholder correspondence it receives that is addressed to them. Stockholders who wish to communicate with the directors may do so by sending their correspondence addressed to the director or directors at Seaboard's headquarters at 9000 West 67th Street, Shawnee Mission, Kansas 66202, Attention: General Counsel. Seaboard's policy is to consider nominees who are submitted by stockholders on a case-by-case basis. All nominees, including those submitted by stockholders, will be evaluated using generally the same methods and criteria, although those methods and criteria are not standardized and may vary from time to time. Compensation of Directors Each non-employee director receives $7,500 quarterly and an additional $2,000 per quarter for service on the Audit Committee of the Board. The Chairman of the Audit Committee also receives an additional $1,000 per quarter. Each non-employee director also receives an additional $1,000 per telephonic meeting lasting longer than one hour, excluding regular quarterly meetings held telephonically. 7 EXECUTIVE COMPENSATION AND OTHER INFORMATION The following table shows all compensation earned, during the fiscal years indicated, by the Chief Executive Officer and the four other highest paid executive officers of Seaboard (the "Named Executive Officers") for such period in all capacities in which they have served: SUMMARY COMPENSATION TABLE Annual Compensation Name Other(3) and Annual All Other(4) Principal Salary(1) Bonus(2) Compensation Compensation Position Year ($) ($) ($) ($) H. Harry Bresky 2004 1,002,000 1,500,000 22,860 31,200 President 2003 945,000 800,000 24,223 28,127 Chief Executive Officer 2002 900,000 800,000 27,051 23,949 Steven J. Bresky 2004 420,000 600,000 2,441 18,960 Senior Vice President, 2003 397,000 300,000 2,977 17,820 International Operations 2002 379,000 300,000 - 19,927 Robert L. Steer 2004 420,000 600,000 3,586 17,880 Senior Vice President, 2003 397,000 300,000 - 20,755 Treasurer and 2002 379,000 300,000 - 20,163 Chief Financial Officer Rodney K. Brenneman 2004 344,681 500,000 6,386 9,900 President, Seaboard 2003 325,900 200,000 3,779 12,000 Farms, Inc. 2002 310,727 200,000 4,189 11,100 John Lynch (5) 2004 367,100 300,000 16,458 6,000 President, Seaboard 2003 356,600 125,000 22,765 6,000 Marine Ltd. 2002 340,100 200,000 28,502 5,100 (1) Salary includes amounts deferred at the election of the Named Executive Officers under Seaboard's 401(k) retirement savings plan and under Seaboard's Investment Option Plan described below under "Benefit Plans." (2) Reflects bonus earned for each fiscal year presented and includes compensation reduced at the election of the Named Executive Officers under Seaboard's 401(k) retirement savings plan and under Seaboard's Investment Option Plan described below under "Benefit Plans." (3) Other Annual Compensation represents benefits earned under the Supplemental Executive Retirement Plan described below under "Benefit Plans." In addition, for J. Lynch, the amount includes imputed taxable interest of $7,986, $6,103 and $10,102 for 2004, 2003 and 2002, respectively, on the employee loan described under "Compensation Committee Interlocks and Insider Participation." 8 (4) All Other Compensation represents Seaboard's contributions to our 401(k) retirement savings plan and Investment Option Plan on behalf of the Named Executive Officers. The amounts for fiscal 2004 are as follows: (i) 401(k) retirement savings plan: H. Bresky $6,000, S. Bresky $6,000, R. Steer $6,000, J. Lynch $6,000 and R. Brenneman $6,000; and (ii) Investment Option Plan: H. Bresky $25,200, S. Bresky $12,960, R. Steer $11,880 and R. Brenneman $3,900. The amounts for fiscal 2003 are as follows: (i) 401(k) retirement savings plan: H. Bresky $6,000, S. Bresky $6,000, R. Steer $5,593, J. Lynch $6,000 and R. Brenneman $6,000; and (ii) Investment Option Plan: H. Bresky $22,127, S. Bresky $11,820, R. Steer $17,820 and R. Brenneman $6,000. The amounts for fiscal 2002 are as follows: (i) 401(k) retirement savings plan: H. Bresky $5,100, S. Bresky $4,495, R. Steer $5,001, J. Lynch $5,100 and R. Brenneman $5,100; and (ii) Investment Option Plan: H. Bresky $18,849, S. Bresky $15,432, R. Steer $15,162 and R. Brenneman $6,000. Excludes perquisites and other benefits, unless the aggregate amount of such compensation exceeds the lesser of either $50,000 or 10 percent of the total of annual salary and bonus reported for the Named Executive Officer. (5) Effective January 5, 2005, J. Lynch resigned his position as President of Seaboard Marine Ltd. and was replaced by Edward A. Gonzalez, previously Vice President-Operations of Seaboard Marine Ltd. BENEFIT PLANS Executive Retirement Plan The Seaboard Corporation Executive Retirement Plan (the "Executive Retirement Plan") provides retirement benefits for a select group of the officers and managers, including the Named Executive Officers. The Executive Retirement Plan was amended effective November 2004 to give credit for all years of service with Seaboard, both before and after becoming a participant. For years of service before becoming a participant (pre-participation service), the benefit is equal to 0.65 percent of the final average remuneration (salary plus bonus) of the participant plus 0.5 percent of final average remuneration of the participant in excess of Social Security Covered Compensation all multiplied by the participant's pre-participation service. For years of service after becoming a participant (post-participation service), the benefit is equal to 2.5 percent of the final average remuneration of the participant multiplied by the participant's years of post-participation service. This amount is reduced by the following: (i) the amount such participant has accrued under the Seaboard Corporation Pension Plan (described below); (ii) the amount, if any, of frozen benefits earned under the Executive Retirement Plan prior to December 31, 1996, pursuant to the Frozen Executive Benefit Plan described below; (iii) the benefit earned under the Executive Retirement Plan from 1994 though 1996 that resulted in cash payments from the Plan that were based on the cost to purchase such benefit; and (iv) the amount of any benefit described in the Executive Retirement Plan for H. H. Bresky described below. Benefits under the Executive Retirement Plan are currently unfunded. As of December 31, 2004, all of the Named Executive Officers were fully vested as defined in the Executive Retirement Plan. Payment of Executive Retirement Plan benefits begins upon the earlier of: normal 9 retirement at age 62 or older, death, separation of service (provided the employee is at least 55 years old and has at least 10 years of service) or any change of control of Seaboard. Subject to certain conditions, the benefit is paid pursuant to a "Single Lump Sum Payment," which is equivalent in value to the benefit described above payable in "Single Life Annuity" form. The Executive Retirement Plan allows for optional forms of payment under certain circumstances. The tables below show the amount of benefit a participant could earn under the Executive Retirement Plan for pre-participation and post-participation service, assuming that the employee became a participant in the Executive Retirement Plan on January 1, 1994 (note that each Named Executive began participation on that date). For simplification, the tables reflect annual payments for retirement at age 62 in 2004. Because Social Security Covered Compensation varies depending on year of birth, the benefits shown for pre-participation service would be slightly smaller for a participant with the same pay and service that attains age 62 later than 2004 and slightly larger for a participant that attained age 62 prior to 2004. The post-participation service table reflects the offset under (i) above related to the benefit earned under the Seaboard Corporation Pension Plan for post-1994 service. See the summary below for an explanation of the benefits payable from the Seaboard Corporation Pension Plan. Any benefit payable from the Seaboard Corporation Pension Plan earned prior to 1994 and any of the offsets summarized in (ii) through (iv) above are not reflected in the tables as these amounts depend on the specific arrangements applicable to each employee. The amounts shown are based on a "Single Life Annuity" form of payment reflecting various remuneration and years of service. EXECUTIVE RETIREMENT PLAN TABLE YEARS OF SERVICE FROM JANUARY 1, 1994 (Post-participation Service) REMUNERATION 15 20 25 30 35 $ 300,000 81,200 108,200 135,300 162,400 189,400 $ 400,000 118,700 158,200 197,800 237,400 276,900 $ 500,000 156,200 208,200 260,300 312,400 364,400 $ 600,000 193,700 258,200 322,800 387,400 451,900 $ 750,000 250,000 333,200 416,600 499,900 583,200 $1,000,000 343,700 458,200 572,800 687,400 801,900 $1,250,000 437,500 583,200 729,100 874,900 1,020,700 $1,500,000 531,200 708,200 885,300 1,062,400 1,239,400 $2,000,000 718,700 958,200 1,197,800 1,437,400 1,676,900 $2,500,000 906,200 1,208,200 1,510,300 1,812,400 2,114,400 $3,000,000 1,093,700 1,458,200 1,822,800 2,187,400 2,551,900 The compensation for purposes of determining the pension benefits consists of salary and bonus. Credited years of service for each of the Named Executive Officers after January 1, 1994 is 11 years. None of the benefits payable contain an offset for social security benefits. 10 EXECUTIVE RETIREMENT PLAN TABLE YEARS OF SERVICE BEFORE JANUARY 1, 1994 (Pre-participation Service) REMUNERATION 5 10 15 45 $ 300,000 15,900 31,800 47,700 143,100 $ 400,000 21,700 43,300 65,000 194,900 $ 500,000 27,400 54,800 82,200 246,600 $ 600,000 33,200 66,300 99,500 298,400 $ 750,000 41,800 83,600 125,300 376,000 $1,000,000 56,200 112,300 168,500 505,400 $1,250,000 70,500 141,100 211,600 634,700 $1,500,000 84,900 169,800 254,700 764,100 $2,000,000 113,700 227,300 341,000 1,022,900 $2,500,000 142,400 284,800 427,200 1,281,600 $3,000,000 171,200 342,300 513,500 1,540,400 The compensation for purposes of determining the pension benefits consists of salary and bonus. The credited years of service before January 1, 1994 for each of the named executive Officers is as follows: H. Bresky, 45.58; S. Bresky, 14; R. Steer, 9; R. Brenneman, 4; and J. Lynch, 6. None of the benefits payable contain an offset for social security benefits. Frozen Executive Benefit Plan Mr. H. Bresky and Mr. Lynch are each 100 percent vested in an Executive Benefit Plan, frozen effective December 31, 1996, in which Mr. H. Bresky has accrued an annual benefit of $22,500 upon his retirement, and Mr. Lynch has accrued an annual benefit of $4,911.30 upon his retirement. Under the Executive Benefit Plan, the automatic form of benefit payment is pursuant to a "Ten-Year Certain and Continuous Annuity." This means each will receive a monthly annuity benefit for his lifetime and, if he dies while in the ten-year certain period, the balance of the ten-year benefit will be paid to his designated beneficiary. If the participant dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to the participant's beneficiary in the form of a 100 percent joint and survivor benefit. The Executive Benefit Plan allows for optional forms of payment under certain circumstances. The amount of benefit payable under the Executive Benefit Plan reduces the benefit payable to Mr. H. Bresky and Mr. Lynch under the Executive Retirement Plan. Seaboard Corporation Pension Plan The Seaboard Corporation Pension Plan ("the Plan") provides defined benefits for its domestic salaried and clerical employees upon retirement. Beginning in fiscal 1997, each of the individuals named in the Summary Compensation Table participates in this Plan. Benefits under this Plan generally are based upon the number of years of service and a percentage of final average remuneration (salary plus bonus), subject to limitation under applicable federal law. As of December 31, 2004, all of the Named Executive Officers were fully vested, as defined in the Plan. Under the Plan, the benefit payment for a married participant is pursuant to a "50 Percent Joint and 11 Survivor Annuity." This means the participant will receive a monthly annuity benefit for his/her lifetime and an eligible surviving spouse will receive a lifetime annuity equal to 50 percent of the participant's benefit. The payment of the benefit for an unmarried participant is pursuant to a "Single Life Annuity." The Plan allows for optional forms of payment under certain circumstances. The amount of benefit payable under this Plan reduces the benefit payable to the participants under the Executive Retirement Plan. The normal retirement age under the Plan is age 65. However, unreduced benefits are available at age 62 with 5 years of service. For consistency with the Executive Retirement Plan, the table below shows benefits by remuneration and years of service for an employee retiring at age 62 in 2004. PENSION PLAN TABLE YEARS OF SERVICE FROM JANUARY 1, 1997 REMUNERATION 15 20 25 30 35 $ 125,000 17,500 23,400 29,200 35,000 40,900 $ 150,000 21,800 29,100 36,400 43,700 50,900 $ 175,000 26,100 34,900 43,600 52,300 61,000 $ 200,000 30,500 40,600 50,800 60,900 71,100 More than $225,000 31,300 41,800 52,200 62,600 73,100 The compensation for purposes of determining the pension benefits consists of salary and bonus. Credited years of service for each of the named executive officers is 8 years. None of the benefits payable contain an offset for social security benefits. Each of the Named Executive Officers in the Summary Compensation Table is 100 percent vested under a particular defined benefit ("Benefit") that was frozen at December 31, 1993 as part of the Plan. A definitive actuarial determination of the benefit amounts was made in 1995. The annual amounts payable upon retirement after attaining age 62 under this Benefit are as follows: H. Bresky, $120,108; S. Bresky, $32,796; R. Steer, $15,490; J. Lynch, $25,872; and R. Brenneman $6,540. Under this Benefit, the payment of the benefit for a married participant is pursuant to a "Ten-year Certain and Continuous Annuity." This means the participant would receive a monthly annuity benefit for his/her lifetime and, if the participant dies while in the ten-year certain period, the balance of the ten-year benefit would be paid to his/her designated beneficiary. The payment of the benefit for an unmarried participant is pursuant to a "Single Life Annuity." If the participant dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to the participant's beneficiary in the form of a 100 percent joint and survivor benefit. The Plan allows for optional forms of payment under certain circumstances. The amount payable under this Benefit reduces the benefit payable to the participants under the Executive Retirement Plan. Supplemental Executive Retirement Plan for H. Harry Bresky Mr. H. Bresky is entitled to receive a supplementary annual pension in the amount of $410,088 per year. Under this agreement, the benefit payment is pursuant to a "Ten-Year Certain and Continuous Annuity." This means Mr. H. Bresky will receive a monthly annuity benefit for 12 his lifetime and, if Mr. H. Bresky dies while in the ten-year certain period, the balance of the ten-year benefit will be paid to his designated beneficiary. If Mr. H. Bresky dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to Mr. H. Bresky's beneficiary for a period of ten years. Payment of benefits commences upon Mr. H. Bresky's retirement from Seaboard. The amount of benefit payable under this agreement reduces the benefit payable to Mr. H. Bresky under the Executive Retirement Plan described above. Supplemental Executive Retirement Plan The Supplemental Executive Retirement Plan provides for discretionary investment options under the Investment Option Plan (described below) and for cash compensation payable to J. Lynch in 2004, 2003 and 2002 in an amount equal to 3 percent of the participant's annual compensation in excess of the Tax Code limitation on the amount of compensation that can be taken into account under the 401(k) retirement savings plan of Seaboard. The amounts of such limitations for the years 2004 and 2003 was $200,000 and $170,000 for 2002. Additionally, the cash compensation amounts paid pursuant to this plan are grossed up to cover 100 percent of a participant's estimated income tax liability on the benefit. The amounts of benefits payable, including the gross up for taxes, under the Supplemental Executive Retirement Plan is reported in the Summary Compensation Table above. Investment Option Plan The Investment Option Plan allows executives to reduce their compensation in exchange for options to buy shares of certain mutual funds and/or pooled separate accounts. However, as a result of U.S. tax legislation passed in October 2004, reductions to compensation after 2004 are no longer allowed. In addition, Seaboard may grant discretionary investment options under the Investment Option Plan, which do not require a reduction to executive compensation. The exercise price for each investment option is established based upon the fair market value of the underlying investment on the date of grant. Executive Deferred Compensation Plan The Executive Deferred Compensation Plan requires the deferral of salary and bonus on a pre-tax basis for executives whose compensation exceeds $1 million, the maximum allowable deductible amount under Section 162(m) of the Code, and who the Board has designated to participate in the plan. To date, the Board has only designated H. Bresky as a participant in the plan. Retiree Medical Benefit Plan The Seaboard Corporation Retiree Medical Benefit Plan provides family medical insurance to the named executive officers (other than J. Lynch) upon the retirement, involuntary termination of employment, change of control or death of the participant. 13 REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION The following information is to provide stockholders and other interested parties with a clear understanding of Seaboard's philosophy regarding executive compensation and to provide insight behind fundamental compensation decisions. Seaboard maintains the philosophy that determination of compensation for its executive officers by the Board of Directors is primarily based upon recognition that these officers are responsible for implementing Seaboard's long-term strategic objectives. Seaboard's goals with respect to its executive compensation policies described below are to attract and retain top executive employees. Base compensation, increases thereto, and bonus compensation for executive officers as presented in the Summary Compensation Table herein are determined by the following factors: Competitive compensation ranges at or above the average of a select group of comparable companies in an independent market assessment which included peer group analysis and comparison of national survey data. As most of the peer group companies offer their executives long-term stock incentives, in addition to base and bonus compensation, while Seaboard does not, the Board also considers this factor in its compensation decisions. This peer group is comprised of comparable sized firms in the food processing and grain industries. While this group contains some of the same firms listed in the peer group index in the total return graphs herein, it is not identical. The diversity and complexity of Seaboard's businesses. The amount of the bonus for the Chief Executive Officer and other executive officers is partially based on Company performance. As Chief Executive Officer, Mr. H. Bresky's base compensation and bonus are also determined based on a survey of the select group of firms referenced above. An analysis of the data presented in this survey shows that the typical total cash compensation for Chief Executive Officers of these entities is comparable to the base compensation and bonus paid to Mr. H. Bresky. Pursuant to Section 162(m) of the Internal Revenue Code, compensation in excess of $1 million paid to Mr. H. Bresky is not deductible by Seaboard, subject to certain exceptions. The Board of Directors has considered the effect of Section 162(m) of the Code on the Corporation's executive compensation. As such, to assure that Seaboard does not lose deductions for compensation paid, the Board of Directors has adopted the Executive Deferred Compensation Plan described above, requiring the executive to defer receipt of any compensation in excess of $1 million that is not deductible. In 2004, 2003 and 2002, no deferral was required as Mr. Bresky elected under the Investment Option Plan to reduce his compensation below $1 million. The foregoing report has been furnished by the Board of Directors: H. Harry Bresky Joe E. Rodrigues David A. Adamsen Douglas W. Baena Kevin M. Kennedy 14 COMPANY PERFORMANCE The Securities and Exchange Commission requires a five-year comparison of stock performance for Seaboard with that of an appropriate broad equity market index and similar industry index. Seaboard's common stock is traded on the American Stock Exchange, and one appropriate comparison is with the American Stock Exchange Market Value Index performance. Because there is no single industry index to compare stock performance, the companies comprising the Dow Jones Food and Marine Transportation Industry indices (the "Peer Group") were chosen as the second comparison. The following graph shows a five-year comparison of cumulative total return for Seaboard, the American Stock Exchange Market Value Index and the companies comprising the Dow Jones Food and Marine Transportation Industry indices weighted by market capitalization for the five fiscal years commencing December 31, 1999, and ending December 31, 2004. The information presented in the performance graph is historical in nature and is not intended to represent or guarantee future returns. 15 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG SEABOARD CORPORATION, THE AMEX MARKET VALUE (U.S. & FOREIGN) INDEX AND A PEER GROUP The graph depicts data points below. * $100 invested on 12/31/99 in stock or index- including reinvestment of dividends. Fiscal year ending December 31. The comparison of cumulative total returns presented in the above graph was plotted using the following index values and common stock price values: 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 Seaboard Corporation $100.00 $ 80.77 $159.15 $127.18 $150.11 $534.49 AMEX Market Value $100.00 $130.14 $137.33 $146.61 $191.55 $227.57 (U.S. & Foreign) Peer Group $100.00 $112.11 $117.32 $119.36 $130.87 $157.39 16 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Board of Directors has no compensation committee. Mr. H. Bresky is a member of the Board of Directors of Seaboard and participates in decisions by the Board regarding executive compensation. On February 2, 2000, Seaboard loaned Mr. Lynch $400,000 to purchase his primary residence. The promissory note is payable on demand, bears no interest and is secured by a mortgage on the home. In accordance with Internal Revenue Service regulations, Mr. Lynch's annual compensation includes an amount for imputed interest, as reported in the Summary Compensation Table above. Upon Mr. Rodrigues' retirement as Executive Vice President and Treasurer in February 2001, Seaboard entered into a consulting agreement with Mr. Rodrigues for various services related to certain of Seaboard's foreign investments. During 2004, 2003 and 2002, Seaboard paid Mr. Rodrigues $-0-, $-0- and $10,000, respectively, for consulting fees and reimbursed him $-0-, $6,708 and $6,935, respectively, for out-of-pocket expenses. Also, during 2004, 2003 and 2002, Seaboard paid Mr. Rodrigues $450,024, $442,780 and $431,992, respectively, under various retirement plans. Seaboard Flour maintains a deposit with Seaboard to pay for any miscellaneous operating expenses incurred by Seaboard on behalf of Seaboard Flour. The largest amount on deposit during 2004 was $35,809 on May 29, 2004. As of December 31, 2004, Seaboard owed Seaboard Flour $19,159. During 2002, Seaboard consummated a transaction ("Transaction") with its parent company, Seaboard Flour, pursuant to which Seaboard effectively repurchased 232,414.85 shares of its common stock owned by Seaboard Flour for $203.26 per share. Of the total consideration of $47,241,000, Seaboard Flour was required under the terms of the Transaction immediately to pay $11,260,000 to Seaboard to repay in full all indebtedness owed by Seaboard Flour to Seaboard, and to use the balance of the consideration to pay bank indebtedness of Seaboard Flour and Transaction expenses. During the fourth quarter of 2002, Seaboard cancelled 534,547 shares of common stock held in treasury, including shares previously held by Seaboard Flour. The Transaction was approved by Seaboard's Board of Directors after receiving the recommendation in favor of the Transaction by a special committee of independent directors. The special committee was advised by independent legal counsel and an independent investment banking firm. As a result of the Transaction, the Seaboard Flour's ownership interest dropped from 75.3 percent to 70.7 percent. As a part of the Transaction, Seaboard Flour transferred to Seaboard rights to receive possible future cash payments from a subsidiary of Seaboard Flour, based primarily on the future sale of real estate and the benefit of other assets owned by that subsidiary. Seaboard also received tax net operating losses ("NOLs") totaling $8,317,000, which may allow Seaboard to reduce the amount of future income taxes it otherwise would pay. To the extent Seaboard receives cash payments in the future as a result of the transferred rights or reduces its federal income taxes payable by 17 utilizing the NOLs, Seaboard will issue to Seaboard Flour new shares of common stock with a value equal to the cash received and/or the NOL utilized. For these purposes, the value of the common stock issued will be equal to the ten day rolling average closing price, determined as of the twentieth day prior to the issue date. The maximum number of shares of common stock which may be issued to Seaboard Flour under the Transaction is capped at 232,414.85, the number of shares which were originally purchased from Seaboard Flour. As of December 31, 2004, Seaboard had not received any cash payments from the subsidiary of Seaboard Flour and had not used any NOLs. The right to receive such payments expires September 17, 2007. If on September 17, 2007 there are remaining NOLs that have not been used, then Seaboard is to issue shares based on the present value of such NOLs projected to be used in the future. The NOLs totaling $8,317,000 may be utilized in Seaboard's 2004 tax return, pending finalization of the audits of Seaboard's prior years' income tax returns currently being conducted by the Internal Revenue Service. If these NOLs are not utilized in the 2004 tax return, they will be carried forward. If these NOLs are utilized in the 2004 tax return (anticipated to be filed September 15, 2005) or in subsequent tax returns, Seaboard will issue additional shares of its common stock to Seaboard Flour in accordance with the terms of the Transaction. ITEM 2: SELECTION OF INDEPENDENT AUDITORS The Audit Committee of the Board of Directors has selected the independent certified public accounting firm of KPMG LLP as Seaboard's independent auditors to audit the books, records and accounts of Seaboard for the year ending December 31, 2005. Stockholders will have an opportunity to vote at the annual meeting on whether to ratify the Audit Committee decision in this regard. Seaboard has been advised by KPMG LLP that neither it nor any member or associate has any relationship with Seaboard or with any of its affiliates other than as independent accountants and auditors. Submission of the selection of the independent auditors to the stockholders for ratification will not limit the authority of the Audit Committee to appoint another independent certified public accounting firm to serve as independent auditors if the present auditors resign or their engagement otherwise is terminated. Submission to the stockholders of the selection of independent auditors is not required by Seaboard's bylaws. A representative of KPMG LLP is expected to be present at the annual meeting. Such representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. The Board of Directors recommends that you vote for approval of the selection of KPMG LLP. 18 Independent Auditors' Fees The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Seaboard's annual financial statements for 2004 and 2003, and fees billed for other services rendered by KPMG LLP during such years. Type of Fee 2004 2003 Audit Fees (1) $1,327,535 $622,124 Audit-Related Fees (2) 145,498 191,527 Tax Fees (3) 338,513 195,717 All Other Fees (4) 1,080 1,503 (1) Audit Fees, including those for statutory audits, include the aggregate fees paid by us during 2004 and 2003 for professional services rendered by KPMG LLP for the audit of our annual financial statements and internal controls over financial reporting, and the review of financial statements included in our quarterly reports on Form 10-Q. (2) Audit Related Fees include the aggregate fees paid by us during 2004 and 2003 for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of our financial statements and not included in Audit Fees, including employee benefit plan audits and special project work related to Section 404 of the Sarbanes-Oxley Act of 2002. (3) Tax Fees include the aggregate fees paid by us during 2004 and 2003 for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning, including IRS audit support and transfer pricing studies. (4) All Other Fees represent miscellaneous services performed in certain foreign countries. Pre-Approval of Audit and Permissible Non-Audit Services The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services. Prior to the engagement of the independent auditor, the Audit Committee pre-approves the services by category of service. Fees are estimated and the Audit Committee requires the independent auditor and management to report actual fees as compared to budgeted fees by category of service. The Audit Committee has delegated pre-approval authority to the Audit Committee chairman for engagements of less than $25,000. For informational purposes only, any pre-approval decisions made by the Audit Committee chairman are reported at the Audit Committee's next scheduled meeting. The percentage of audit-related fees, tax fees and all other fees that were approved by the Audit Committee for fiscal 2004 is 99.9 percent of the total fees incurred. 19 Audit Committee Report to Stockholders The Audit Committee of Seaboard is comprised of three directors who are "independent," as defined by the American Stock Exchange, and operates under a written charter. A copy of the Audit Committee Charter was attached to the proxy statement with respect to the 2004 annual meeting of stockholders. The Audit Committee has reviewed the audited financial statements for fiscal year 2004 and discussed them with management and with the independent auditors, KPMG LLP. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as amended. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," as amended, and have discussed with the independent auditors their independence. The Audit Committee has concluded that the independent auditors currently meet applicable independence standards. The Audit Committee has reviewed the independent auditors' fees for audit and non-audit services for fiscal year 2004. The Audit Committee considered whether such non-audit services are compatible with maintaining independent auditor independence and has concluded that they are compatible at this time. Based on its review of the audited financial statements and the various discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Seaboard's Annual Report on Form 10-K for the year ended December 31, 2004. The foregoing has been furnished by the Audit Committee: David A. Adamsen (chair) Douglas W. Baena Kevin M. Kennedy ITEM 3: STOCKHOLDER PROPOSAL FOR PREPARATION OF SUSTAINABILITY REPORT ON ENVIRONMENTAL IMPACTS OF FARMS Stockholder Proposal Sierra Club, 311 California Street, Suite 510, San Francisco, California 94104, which owns 19 shares of Seaboard's common stock, proposes the adoption of the following resolution, and has furnished the following statement in support of its proposal: RESOLVED: Shareholders request that Seaboard Corporation prepare a sustainability report, at reasonable cost and omitting proprietary information, examining the environmental impacts of both company-owned and contract farms. The report should be made available to shareholders by April 2006. 20 We believe responsible implementation of a sound, credible environmental policy increases long-term shareholder value by raising efficiency, decreasing clean-up costs, reducing litigation, and enhancing public image and product attractiveness. Adherence to public standards for environmental performance gives a company greater public credibility than standards created by industry alone. Seaboard Corporation faces serious environmental liability. According to, a summary of the regional economic effects of concentrated animal feeding operations (CAFOs) by Dr. William J. Weida, Department of Economics, The Colorado College, Colorado Springs, CO, the cost of lagoon closures in 1995 dollars is $42,000 a surface acre. This cost could pose a detriment to the income of shareholders if Seaboard is in control of substantial numbers of CAFOs with lagoons or other animal manure at sites nearing retirement age. Public health presents an obvious concern. According to Dr. Weida, pathogens present in hog manure could be transported to ground water supplies through improperly sealed wells or other naturally occurring pathways. Studies released since 1999 have found that a broad profile of chemical and microbial constituents are present in both ground and surface water proximal to large-scale swine operations--chemical (pesticides, antibiotics, heavy metals, minerals, and nutrients) and microbial (Escherichia coli, Salmonella sp., Enterococcus sp., Yersinia sp., Campylobacter sp., Cryptosporidium parvum) contaminants were present. Moreover, an article in the 2001 Appraisal Journal cited several studies from across the county documenting proximate property values negatively impacted when located near a CAFO. Case studies from Washington and Michigan states show a 50% reduction. Also, a Nebraska Appellate Court ruled in favor of Livingston v. Jefferson County when a CAFO operator protested his property value based on his own proximity to his hog confinement. The court ordered the lower state Tax Equalization Review Commission to grant him a 30% reduction. These trends could foretell a future opening for litigation and liability for Seaboard and its shareholders. We believe shareholders would be well served by a rigorous report outlining the environmental impacts of our company's operations. We urge you to vote FOR this resolution. Company Response to Stockholder Proposal Seaboard, as a part of its ordinary course of business, considers the impact of environmental matters on its business operations. The Board of Directors endorses Seaboard's extensive investment in the areas of environmental protection and compliance, and doesn't see any need for the preparation of a sustainability report. Board Recommendation The Board of Directors recommends that you vote AGAINST the stockholder proposal. 21 OTHER MATTERS The notice of meeting provides for the election of Directors, the selection of independent auditors and for the transaction of such other business, including consideration of a stockholder proposal, as may properly come before the meeting. As of the date of this proxy statement, the Board of Directors does not intend to present to the meeting any other business, and, except for the stockholder's proposal, it has not been informed of any business intended to be presented by others. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will take action and vote proxies, in accordance with their judgment of such matters. Action may be taken on the business to be transacted at the meeting on the date specified in the notice of meeting or on any date or dates to which such meeting may be adjourned. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based solely on a review of the copies of reports furnished to Seaboard and written representations that no other reports were required, Seaboard believes that during fiscal 2004 all reports of ownership required under Section 16(a) of the Securities Exchange Act of 1934 for Directors and executive officers of Seaboard and beneficial owners of more than 10 percent of Seaboard's common stock have been timely filed. STOCKHOLDER PROPOSALS It is anticipated that the 2006 annual meeting of stockholders will be held on April 24, 2006. Any stockholder who intends to present a proposal at the 2006 annual meeting must deliver the proposal to Seaboard at 9000 West 67th Street, Shawnee Mission, Kansas 66202, Attention: David M. Becker by the applicable deadline below: If the stockholder proposal is intended for inclusion in Seaboard's proxy materials for that meeting, Seaboard must receive the proposal no event later than November 14, 2005. Such proposal must also comply with the other requirements of the proxy solicitation rules of the Securities and Exchange Commission. If the stockholder proposal is to be presented without inclusion in Seaboard's proxy materials for that meeting, Seaboard must receive the proposal no event later than January 25, 2006. Proxies solicited in connection with the 2006 annual meeting of stockholders will confer on the appointed proxies discretionary voting authority to vote on stockholder proposals that are not presented for inclusion in the proxy materials unless the proposing stockholder notifies Seaboard by January 25, 2006 that such proposal will be made at the meeting. The Board of Directors does not provide a process for stockholders to send communications to the Board because it believes that the process available under applicable federal securities laws for stockholders to submit proposals for consideration at the annual meeting is adequate. 22 FINANCIAL STATEMENTS The consolidated financial statements of Seaboard for the fiscal year ended December 31, 2004, together with corresponding consolidated financial statements for the fiscal year ended December 31, 2003, are contained in the Annual Report which is mailed to stockholders with this proxy statement. The Annual Report is not to be regarded as proxy solicitation material. ADDITIONAL INFORMATION Any stockholder desiring additional information about Seaboard and its operations may, upon written request, obtain a copy of Seaboard's Annual Report to the Securities and Exchange Commission on Form 10-K without charge. Requests should be directed to Shareholder Relations, Seaboard Corporation, 9000 West 67th Street, Shawnee Mission, Kansas 66202. Seaboard's Annual Report to the Securities and Exchange Commission on Form 10-K is also available on Seaboard's Internet website at www.seaboardcorp.com. HOUSEHOLDING OF PROXY MATERIALS The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (including brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are stockholders of Seaboard may be "householding" our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in "householding." If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement and annual report in the future you may (i) notify your broker; (ii) direct your written request to: Shareholder Relations, Seaboard Corporation, 9000 West 67th Street, Shawnee Mission, Kansas 66202; or (iii) contact Shareholder Relations at (913) 676-8800. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered. 23