A stockholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by filing a written notice of such revocation or a duly executed proxy bearing a later date with the Secretary of the Company at the corporate office of the Company, 3300 Publix Corporate Parkway, Lakeland, Florida 33811 or by mailing it to the Company at P.O. Box 32040, Lakeland, Florida 33802-2040. The execution of the enclosed proxy will not affectprevent a stockholder’s right to votestockholder from voting in person at the meeting should the stockholder later find it convenient to attend the meeting and desire to vote in person.meeting.

The Company’s by-lawsBy-Laws specify that the Board of Directors shall not be less than three or more than fifteen members. The exact number of directors shall be fixed by resolution adopted by a vote of a majority of the then authorized number of directors. The Board of Directors has fixed the number of directors at nine11 members. The persons designated as nominees for election as a director are Carol Jenkins Barnett, Hoyt R. Barnett, Jessica L. Blume, William E. Crenshaw, Jane B. Finley, G. Thomas Hough, Charles H. Jenkins, Jr., Howard M. Jenkins, Randall T. Jones, Sr., Stephen M. Knopik and Maria A. Sastre.David P. Phillips. All nominees except G. Thomas HoughJessica L. Blume, Randall T. Jones, Sr. and David P. Phillips are currently directors of the Company. Sherrill W. Hudson is not standing for re-election to the Board of Directors. The Company’s Corporate Governance Guidelines (Guidelines) include a general policy that directors will not stand for re-election after reaching age 72. Due to having three new nominees for election to the Board of Directors, the Board waived the Guidelines’ age policy for one year for Hoyt R. Barnett and Charles H. Jenkins, Jr. to provide continuity of experience on the Board. The proxies will be voted FOR the election of the nine11 nominees unless the stockholder specifies otherwise.

The following information set forth for each of the nominees for election to the Board of Directors includes such person’s principal occupation presently and during the last five years; specific experience, qualifications, attributes or skills that qualify such person to serve as a director; service as a director of public companies during the last five years; period of service as director of the Company;Company and age.

Carol Jenkins Barnett and Howard M. Jenkins are siblings. Hoyt R. Barnett is the husband of Carol Jenkins Barnett and brother-in-law of Howard M. Jenkins. William E. Crenshaw is the nephew of Carol Jenkins Barnett and Howard M. Jenkins. Charles H. Jenkins, Jr. is the cousin of Carol Jenkins Barnett, Howard M. Jenkins and William E. Crenshaw.

The Company does not have a formal policy regarding the separation of its Chairman of the Board and Chief Executive Officer positions. The Company determines the leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors. The Company’s current Chairman of the Board retired as Chief Executive Officer in March 2008 after serving 34 years on the Company’s Board of Directors, including seven years as Chief Executive Officer. Based on the former Chief Executive Officer’s extensive experience, the Company determined that separating the positions of Chairman of the Board and Chief Executive Officer is the appropriate board leadership structure at this time.

The Board of Directors has determined that Jane B. Finley, Sherrill W. Hudson,G. Thomas Hough, Stephen M. Knopik, Maria A. Sastre and new director nominee G. Thomas HoughJessica L. Blume are independent as defined by the rules of the New York Stock Exchange. The Company is not a listed issuer on an established securities market but has chosen the definition of director independence contained in the rules of the New York Stock Exchange as the Company’s director independence standards. The Company does not have a majority of independent directors.

In determining independence, the Board of Directors reviews whether directors have any material relationship with the Company. The Board of Directors considers all relevant facts and circumstances. In assessing the materiality of a director’s relationship with the Company, the Board of Directors considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The Board reviews commercial, industrial, consulting, legal, accounting, charitable and family relationships. An independent director must not have any material relationship with the Company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board of Directors had the following committees during 2014,2015, each of which is described below: Executive, Compensation, Audit, Corporate Governance and Nominating.

The Executive Committee’s primary responsibility is to act on behalf of the Board of Directors between meetings of the Board. During 2014,2015, the Executive Committee held sevensix meetings and consisted of Hoyt R. Barnett, William E. Crenshaw, Charles H. Jenkins, Jr. and Howard M. Jenkins, Chairman. All committee members attended all meetings of the Executive Committee except one member who missed one meeting.Committee.

The Compensation Committee has responsibility for reviewing and setting the salary and benefits structure of the Company with respect to its named executive officers. The Committee has responsibility to (1) assist the Board of Directors in evaluating the compensation of the Chief Executive Officer and other named executive officers and (2) assure that the Chief Executive Officer and other named executive officers are compensated effectively in a manner consistent with the compensation philosophy of the Company. The Compensation Committee operates under a written charter, a copy of which is posted on the Company’s website at www.publix.com/stock. During 2014,2015, the Compensation Committee held four meetings. Prior to the Annual Meeting on April 15, 2014,14, 2015, the Compensation Committee held one meeting and consisted of Jane B. Finley, Chairwoman, Sherrill W. Hudson and Maria A. Sastre.Stephen M. Knopik. Subsequent to the Annual Meeting on April 15, 2014,14, 2015, the Compensation Committee held three meetings and consisted of Jane B. Finley, Chairwoman, Sherrill W. Hudson and Stephen M. Knopik.Knopik and Maria A. Sastre. All of the committee members are independent as defined by the rules of the New York Stock Exchange. All committee members attended all meetings of the Compensation Committee.

The Audit Committee has responsibility for assessing the processes related to the Company’s risk and control environment, overseeing the financial reporting and evaluating the internal and independent audit processes. The Audit Committee operates under a written charter, a copy of which is posted on the Company’s website at www.publix.com/stock. The Audit Committee reviews and reassesses the charter annually and recommends any changes to the Board of Directors for approval. During 2014,2015, the Audit Committee held four meetingsmeetings. Prior to the Annual Meeting on April 14, 2015, the Audit Committee held one meeting and consisted of Jane B. Finley, Sherrill W. Hudson, Chairman, and Stephen M. Knopik. Subsequent to the Annual Meeting on April 14, 2015, the Audit Committee held three meetings and consisted of Jane B. Finley, G. Thomas Hough, Chairman, and Stephen M. Knopik. All of the committee members are independent as defined by Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the New York Stock Exchange. The Board of Directors has also determined that Jane B. Finley, Sherrill W. Hudson and Stephen M. Knopikall of the committee members are audit committee financial experts as defined by the rules of the Securities and Exchange Commission (SEC). All committee members attended all meetings of the Audit Committee.

The Corporate Governance Committee has responsibility for reviewing and reporting to the Board of Directors on matters of corporate governance such as practices, policies and procedures affecting directors and the Board’s operations

The Nominating Committee has responsibility for reviewing and reporting to the Board of Directors on matters of Board nominations. This includes reviewing potential candidates and proposing nominees to the Board of Directors. The Nominating Committee operates under a written charter, a copy of which is posted on the Company’s website at www.publix.com/stock. During 2015, the Nominating Committee held three meetings. Prior to the Annual Meeting on April 15, 2014, the Nominating Committee consisted of Hoyt R. Barnett, Chairman, Charles H. Jenkins, Jr., Howard M. Jenkins and E. Vane McClurg. Subsequent to the Annual Meeting on April 15, 2014,14, 2015, the Nominating Committee held two meetingsone meeting and consisted of Hoyt R. Barnett, Chairman, Charles H. Jenkins, Jr. and Howard M. Jenkins. Subsequent to the Annual Meeting on April 14, 2015, the Nominating Committee held two meetings and consisted of Hoyt R. Barnett, Chairman, William E. Crenshaw, Charles H. Jenkins, Jr. and Howard M. Jenkins. A majority of the Nominating Committeecommittee members are not independent as defined by the rules of the New York Stock Exchange. In the opinion of the Board of Directors, each Nominating Committeecommittee member has the ability to make objective decisions independent of management. All committee members attended all meetings of the Nominating Committee.

The Company does not have a formal policy regarding the consideration of any director candidates recommended by stockholders. However, the Nominating Committee considers recommendations for director candidates from several sources, including stockholders. Candidates must meet minimum qualifications for directors as set forth in the Company’s Corporate Governance Guidelines. The candidates also must have any additional qualifications identified by the Nominating Committee as may be currently required to maintain the appropriate balance of knowledge, experience and expertise on the Board of Directors. Candidate recommendations, together with appropriate biographical information, should be sent to the Chairman of the Nominating Committee, c/o Secretary, Publix Super Markets, Inc., P.O. Box 407, Lakeland, Florida 33802-0407.

The following table presents certain information about the shares of the Company’s common stock deemed to be beneficially owned, under Rule 13d-3 of the Securities Exchange Act of 1934 as a result of voting and/or investment power, as of the close of business on February 3, 20152, 2016 by each of the Company’s directors and director nominees, for director, each named executive officer named in the Summary Compensation Table and all directors and executive officers as a group. Additionally, the table presents the persons known by the Company to be a beneficial owner of more than 5% of the Company’s outstanding common stock.

During 2014,2015, the Company purchased approximately $1,652,000$1,956,000 of food products from Alma Food Imports, Inc., a company owned by Julia Jenkins Fancelli, sister of Howard M. Jenkins and Carol Jenkins Barnett, aunt of William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt R. Barnett. The Corporate Governance Committee determined that the terms of the foregoing transactions are not less favorable than terms that could have been obtained from unaffiliated third parties.

The Company’s compensation objective for its named executive officers is the same as for all employees indicated above: to attract, retain, motivate and reward highly qualified individuals.

In addition, the Compensation Committee considers additional factors when determining the compensation of the named executive officers. These factors include (1) the overall level of responsibility and the relationship to compensation levels of the Company’s management, (2) the compensation levels of executive officers of companies in the Company’s Peer Group (as defined in the Performance Graph), taking into account the size and financial performance of the Company, (3) anticipated competitive operating conditions, and (4) overall economic conditions.

The Compensation Committee uses publicly available compensation data to review the compensation levels of named executive officers of companies in the Company’s Peer Group. The review includes base pay and bonus pay components, focusing on cash compensation since the Company does not have non-cash compensation such as stock options. The Compensation Committee also compares the financial results of these companies to the Company’s results. Although the Company’s financial results are generally superior to the companies in its Peer Group, the total compensation of the Company’s named executive officers is significantly less than the total compensation of the named executive officers in its Peer Group. Therefore, the Compensation Committee believes the compensation for its named executive officers reflects its position that compensation should be set at responsible levels for all employees, including the named executive officers, and be consistent with the Company’s constant focus on controlling costs in its low margin business.

In connection with the 2014 Annual Meeting, of Stockholders, the Company’s stockholders were given an opportunity to approve, by an advisory (non-binding) vote, the compensation of the Company’s named executive officers for 2013.officers. More than 99% of the advisory votes cast for the advisory vote approved such compensation. The Compensation Committee considered the results of the advisory vote in determining compensation policiespolices and decisions of the Company. The advisory vote affected the Company’s executive compensation policies and decisions by reaffirming the Company’s compensation philosophy.

The named executive officers are paid a base salary that is generally reviewed annually. As indicated, the factors considered in determining the base salaries of the named executive officers include (1) the overall level of responsibility and the relationship to compensation levels of the Company’s management, (2) the compensation levels of executive officers of companies in the Company’s Peer Group, taking into account the size and financial performance of the Company, (3) anticipated competitive operating conditions, and (4) overall economic conditions. These factors are considered in conjunction with the performance of the named executive officers and the results of the Company. There are no significant differences in the compensation policies for its individual named executive officers.

The Company analyzed the compensation paid to the Company’s named executive officers compared to the compensation paid to the named executive officers in the Company’s Peer Group as reported in their most recent public filings as of April 1, 2014.2015. Based on this analysis, it was determined the total cash compensation (base salary and incentive bonus) paid to the Company’s Chief Executive Officer was on average 56%61% less than the average total cash compensation paid to the chief executive officers in the Company’s Peer Group. The total cash compensation paid to all of the Company’s named executive officers was on average 38%45% less than the average total cash compensation paid to the named executive officers in the Company’s Peer Group. Also, the total compensation paid to the Company’s Chief Executive Officer was on average 81%79% less than the average total compensation paid to the chief executive officers in the Company’s Peer Group. The total compensation paid to all of the Company’s named executive officers was on average 72% less than the average total compensation paid to the named executive officers in the Company’s Peer Group. The Compensation Committee’s objective is to narrow the significant gap between the total cash compensation paid to the Company’s named executive officers and the total cash compensation paid to the named executive officers in the Company’s Peer Group over time.

As a result, during 2014,2015, the changes in the base salaries for the named executive officers were heavily based on factor (2) as described above since the compensation of the Company’s named executive officers is significantly less than the compensation of the named executive officers in the Company'sCompany’s Peer Group. The Compensation Committee approved raises effective May 1, 20142015 for the named executive officers as follows: William E. Crenshaw - 4%5%, Randall T. Jones, Sr. - 12%11%, David P. Phillips - 12%11%, Laurie Z. Douglas - 12%11% and John A. Attaway, Jr. - 12%11%. At his request, William E. Crenshaw’s raise was limited to 4%5% even though factor (2) would have resulted in a significantly higher raise.

The Company provides an incentive in the form of an annual cash bonus (the Incentive Bonus Plan) to all officers, including the named executive officers, and certain staff employees of the Company (the Incentive Bonus Participants). The Incentive Bonus Plan is designed to reward the Incentive Bonus Participants based on the Company achieving its sales and target profit goals (the Performance Goals) for the fiscal year and not on their individual performance. The Incentive Bonus Plan is approved by the Compensation Committee as to officers and by the Executive Committee as to staff employees. The Performance Goals are reviewed and approved by the Company’s Board of Directors after the completion of the Company’s annual planning process. Although the Company has a defined method for calculating the incentive bonus, the Board of Directors, Compensation Committee and Executive Committee retain the right to alter or discontinue the Incentive Bonus Plan at their discretion at any time, unless payment of the incentive bonus has been approved, for the Incentive Bonus Participants within their approval authority. To date, however, such discretion has not been exercised.

The Incentive Bonus Plan compensates the Incentive Bonus Participants for their services during the calendar year. The incentive bonus pool is determined in the year earned and paid in the year following the year earned to Incentive Bonus Participants employed with the Company at the end of the calendar year. In general, the incentive bonus pool is allocated to the Incentive Bonus Participants according to the relative base compensation paid to them during the calendar year for which the incentive bonus is being paid.

The Incentive Bonus Plan is based on a target bonus equal to two months pay (the Target Bonus) for all Incentive Bonus Participants entitled to the full Target Bonus (participants generally transition into the Incentive Bonus Plan over a 12 month period). The formula for the Incentive Bonus Plan is determined so that if the Performance Goals for the fiscal year are achieved, the Incentive Bonus Participants will receive the Target Bonus. The incentive bonus can be more or less than the Target Bonus based on the Company’s actual results compared to its Performance Goals. If the sales goal is not achieved, the incentive bonus pool, calculated using the formula, is reduced by 5% for every 1% that actual sales are less than the sales goal. If the sales goal is exceeded, the incentive bonus pool is increased by 5% for every 1% that actual sales are greater than the sales goal. No incentive bonus is paid unless greater than 80% of the target profit goal is achieved.

The Incentive Bonus Participants will receive a bonus in excess of the Target Bonus of two months pay for 2014.2015 as the Company’s actual results exceeded its Performance Goals. Over the past five fiscal years including 2014,2015, the Incentive Bonus Participants received an average incentive bonus of 2.42.3 months pay or approximately 18.5%17.7% of their base salary. Incentive Bonus Participants received the Target Bonus of two months or more in four of the past five years or 80% of the time.

The Board of Directors attempts to set Performance Goals that maintain a consistent level of difficulty in achieving the Target Bonus from year to year and are challenging but reasonably achievable. Therefore, the achievement of future Target Bonuses is likely to be similar to past years unless unexpected circumstances arise. Achieving the Target Bonus is dependent on the Company’s sales and profit results for the year which are affected by many factors, including competitor activities and economic conditions. The Board of Directors, Compensation Committee and Executive Committee have historically not made changes to the Performance Goals or to the Incentive Bonus Plan formula for the fiscal year after their approval. Therefore, it is likely that positive or negative changes in various factors, including competitor activities and economic conditions, will affect the likelihood and difficulty of achieving the Target Bonus for the fiscal year. The Company expects the prior results of achieving the Target Bonus in some years and not achieving it in other years to continue.

The Company has a trusteed, noncontributory ESOP for the benefit of eligible employees. The amount of the Company’s discretionary contribution to the ESOP is determined annually by the Board of Directors and can be made in Company common stock or cash. The ESOP does not discriminate, in scope, terms or operation, in favor of the named executive officers. The Company’s contribution to the ESOP is allocated to all eligible participants on the basis of compensation up to the maximum annual compensation limit (the compensation limit) for retirement plans established by federal law. Due to the compensation limit, the named executive officers did not receive Company contributions under the ESOP for their 20142015 compensation in excess of $260,000.$265,000. Company contributions to the ESOP earned by the named executive officers are presented in the Summary Compensation Table. Non-employee directors of the Company’s Board of Directors do not participate in the ESOP.

Effective December 15, 2012, theThe Company establishedhas a SERP for a select group of management or highly compensated employees. The purpose of the SERP is to provide the employees with the benefit they would have received under the ESOP if the Company’s contributions were not limited by the compensation limit referred to above.in the preceding paragraph. The Company’s contribution to the SERP (referred to as SERP shares) is calculated as the difference between the contribution that the employee would have received under the ESOP if the Company’s contributions were not limited by the compensation limit and the actual contribution received under the ESOP. In addition, since dividends are paid to ESOP participants on their ESOP shares of common stock, dividend equivalents are paid on the SERP shares. Prior to the implementation of theThe SERP allows employees with compensation in excess of the compensation limit receivedto receive a retirement benefit as aat the same percentage of their compensation that was less thanas all other Company employees. Company contributions to the SERP earned by the named executive officers are presented in the Summary Compensation Table and Nonqualified Deferred Compensation table. Non-employee directors of the Company’s Board of Directors do not participate in the SERP.

The Company’s group health, dental, vision and supplemental life insurance plans are available to eligible full-time and part-time employees, and the group life insurance and long-term disability plans are available to eligible full-time employees. These plans do not discriminate, in scope, terms or operation, in favor of the named executive officers. Non-employee directors of the Company’s Board of Directors do not participate in the plans.

The Company does not provide country club memberships, personal use of Company airplanes, tax and financial planning services or other perquisites frequently offered to executive officers. The named executive officers receive a vehicle allowance that had a total value for 20142015 of less than $10,000 per named executive officer.

A limitation on deductibility of compensation may occur under Section 162(m) of the Internal Revenue Code which generally limits the federal income tax deductibility of certain compensation paid by a company to its chief executive officer and certain other highly compensated executive officers (other than the chief financial officer) to $1,000,000 per person. This limit does not apply to company ESOP and 401(k) Plan contributions. There is also an exception to the limit on deductibility for performance-based compensation that meets certain requirements.

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

During the first half of 2014, non-employee directors received a quarterly retainer of $14,550 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $3,500 for serving on the Audit Committee, members of the Corporate Governance Committee received a quarterly retainer of $1,750 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $1,750 for serving on the Compensation Committee. Beginning in the third quarter of 2014,2015, non-employee directors received a quarterly retainer of $15,500 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $3,800 for serving on the Audit Committee, members of the Corporate Governance Committee received a quarterly retainer of $1,850 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $1,850 for serving on the Compensation Committee. Beginning in the third quarter of 2015, non-employee directors received a quarterly retainer of $16,500 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $4,125 for serving on the Audit Committee, members of the Corporate Governance Committee received a quarterly retainer of $1,950 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $1,950 for serving on the Compensation Committee. No fees are paid for attendance at Committeecommittee meetings. The Company pays for travel and lodging expenses for directors in connection with their attendance at various meetings. During 2014,From time to time, the Company did notmay transport any of its directors to orand from such meetings in a Company airplane.

AUDIT COMMITTEE REPORT

The Audit Committee reviewed and discussed with management and the Company’s independent registered public accounting firm the Company’s audited consolidated financial statements for the fiscal year ended December 27, 2014.26, 2015. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard No. 16, “Communications with Audit Committees.” The Audit Committee received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm its independence.

The firm of KPMG LLP was the Company’s independent registered public accounting firm during 2014.2015. The Audit Committee will make its recommendation to the Board of Directors as to the Company’s independent registered public accounting firm for 20152016 later this year.

Representatives of KPMG LLP will be present at the Annual Meeting of Stockholders with an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Under its charter and in accordance with the Audit Committee Pre-Approval Policy, the Audit Committee must pre-approve all engagements of the Company’s independent registered public accounting firm. The Audit Committee Pre-Approval Policy provides that the Audit Committee is required to pre-approve all audit and non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services will not impair its independence. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee in the event that the need for pre-approval arises between Audit Committee meetings. If the Chairman approves any such engagements, he will report that approval to the Audit Committee at its next meeting. During 2014,2015, each new engagement of the independent registered public accounting firm was approved in accordance with the policy.

The Company’s common stock is valued as of the end of each fiscal quarter. After the end of a quarter, however, shares continue to be traded at the prior valuation until the new valuation is received. The cumulative total return for the companies represented in the S&P 500 Index and the custom Peer Group Index is based on those companies’ calendartrading price as of the Company’s fiscal year end trading prices.end. The performance graph on page 8 of the Company’s 20142015 Annual Report on Form 10-K is based on the Company’s trading price at fiscal year end (marketbased on its market price as of the prior fiscal quarter). Due to the timing of the filing of the Company’s 2014 Annual Report on Form 10-K with the SEC, a performance graph based on the fiscal year end valuation is not presented in the 2014 Annual Report on Form 10-K.quarter. For comparative purposes, additional information is provided in the following performance graph is provided based on the Company’s fiscal year end valuation (market price as of March 1, 2015)2016). Past stock performance shown below is no guarantee of future performance.