Item 2.02 Results of Operations and Financial Condition
On August 1, 2023, Seaboard Corporation (the “Registrant”) issued a press release announcing earnings for the three and six months ended July 1, 2023, and the Board of Directors’ declaration of a quarterly cash dividend of $2.25 per share of common stock, payable on August 21, 2023, to stockholders of record at the close of business on August 11, 2023. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02, and the related press release included as Exhibit 99.1 to this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 31, 2023, Seaboard Marine Ltd. (“Seaboard Marine”), a wholly owned subsidiary of the Registrant, entered into a certain First Amendment to Employment Agreement (the “Amendment”), amending the Employment Agreement of Edward A. Gonzalez, Seaboard Marine’s President and Chief Executive Officer, dated December 21, 2012 (as amended, the “Employment Agreement”). The Amendment (a) extends the term of Mr. Gonzalez’s employment from a term ending on December 31, 2024, with one-year renewal terms thereafter but not extending beyond December 31, 2027,to an initial term ending on December 31, 2025, provided that on each of December 31, 2023 and December 31, 2024, Mr. Gonzalez’s employment term will automatically renew for three-year terms unless a notice of non-renewal is given by Seaboard Marine and (b) extends the non-compete period from six months to one year following Mr. Gonzalez’s termination of employment. The Employment Agreement provides for payment of severance upon termination of employment in certain circumstances. Such extension of Mr. Gonzalez’s employment term will increase the potential severance payout obligation. All other terms of Mr. Gonzalez’s Employment Agreement remain unmodified.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the reference to the full text of the Amendment, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Registrant’s Form 10-Q for the second quarter of 2023.
Item 9.01 Financial Statements and Exhibits
Exhibits
99.1 Press release of Seaboard Corporation dated August 1, 2023 announcing earnings for the three and six months ended July 1, 2023 and a declaration of a dividend.
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