SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PUBLIX SUPER MARKETS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1)and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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PUBLIX SUPER MARKETS, INC.
2001 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Tuesday, May 15, 2001
Corporate Office
1936 George Jenkins Boulevard
Lakeland, Florida 33815
NOTICE AND PROXY STATEMENT
for ActionTo Our Stockholders:
Notice is hereby given, pursuant to be Taken by Written Consent
in Lieuthe By-Laws of a Specialthe Company, that the Annual
Meeting of Stockholders of Publix Super Markets, Inc., a Florida corporation,
will be held at the corporate office of the Company, 1936 George Jenkins
Boulevard, Lakeland, Florida, on Tuesday, May 15, 2001, at 9:30 a.m. for the
following purposes:
1. To Our Stockholders:
Enclosedelect a Board of Directors;
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Accompanying the Notice of Annual Meeting of Stockholders is a Proxy Statement
and Consent Card that is being
furnished bya proxy card. Whether or not you plan to attend this meeting, please mark,
sign, date and return the proxy card in the enclosed return envelope.
By order of the Board of DirectorsDirectors:
/s/ John A. Attaway, Jr.
- ------------------------
John A. Attaway, Jr.
Secretary
Dated: March 6, 2001
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 12, 2001, to the
stockholders of Publix Super Markets, Inc. (the "Company"), to solicit your written consent to approve in connection with
the following action without a meetingsolicitation of the stockholders of the
Company:
An amendment to the Company's Employee Stock Purchase Plan
to increase the number of shares available to be sold under
the Plan from and after November 1, 1992 from 10,000,000 to
20,000,000.
The Publix Super Markets, Inc. Employee Stock Purchase Plan
(the "ESPP") currently provides that the maximum number of shares
that may be sold under the ESPP from and after November 1, 1992
is 10,000,000. The purpose of the ESPP is to provide the
Company's employees with an opportunity, through the purchase of
stock, to become part owners of the Company or to increase the
amount of their stock ownership. As of July 9,1998, there were
only 403,793 shares available to be sold under the ESPP and the
Board of Directors has determined that this number of shares is
insufficient to meet the anticipated purchases to be made by
employees in the future. As a result, the Board of Directors has
approved an amendment to the ESPP increasing the maximum number
of shares of Common Stock that may be sold under the plan from
and after November 1, 1992 to 20,000,000. To be effective, this
amendment must be approved by a majority of the stockholders of
the Company.
The Company's Board of Directors recommends that the Company's
stockholders approve the amendment. The close of business on
July 13, 1998 has been fixedproxies by the Board of Directors as the
record date for the determination of the stockholdersCompany for use at
the Annual Meeting of Stockholders to be held on May 15, 2001, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.
VOTING SECURITIES OUTSTANDING
As of March 6, 2001, there were 207,566,326 shares of common stock of the
Company outstanding. Each share is entitled to one vote.
Only holders of common stock of record as of March 6, 2001, will be entitled to
vote at the Annual Meeting of Stockholders.
VOTING PROCEDURES
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 and to executesuch revocation or a duly
executed proxy bearing a later date with the enclosed Consent Card.
You are requested to vote, date, sign and mail the enclosed
Consent Card promptly in the enclosed addressed envelope.
By orderSecretary of the BoardCompany, at the
corporate office of Directors,
/s/ S. KEITH BILLUPS
----------------------------------
S. Keith Billups
Secretary
July 15, 1998
PUBLIX SUPER MARKETS, INC.the Company, 1936 George Jenkins Boulevard, Lakeland,
Florida 33815
PROXY STATEMENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders: July 15, 1998
This Proxy Statement is furnished in connection with the
solicitation of consents by the Board of Directors of Publix
Super Markets, Inc. (the "Company"), from the holders33815. The execution of the Company's common stock (the "Common Stock"), to take action by
written consent in lieu ofenclosed proxy will not affect a
special meeting of the stockholders
of the Company.
It is important that executed Consent Cards be returned
promptly to avoid unnecessary expense. Therefore, you are urged
regardless of the number of shares of stock owned,stockholder's right to vote date,
signin person at the meeting should the stockholder
later find it convenient to attend the meeting and return the enclosed Consent Card promptly.
The approximate date on which these materials are to be mailed
to stockholders is August 10, 1998.
GENERAL INFORMATION
VOTING SECURITIES OUTSTANDING
Shares of Common Stock are the only outstanding voting
securities of the Company.
The Board of Directors, in accordance with the bylaws, has
fixed the close of business on July 13, 1998 as the record date
(the "Record Date") for determining the stockholders entitled to
notice of and to consent to the proposed amendment to the
Company's Employee Stock Purchase Plan (the "ESPP"). At the
close of business on such date, the outstanding number of voting
securities of the Company was 217,576,218 shares of Common Stock,
each of which is entitled to one vote.
SOLICITATION OF WRITTEN CONSENTS
Under the Company's Articles of Incorporation, as amended, and
its Bylaws and pursuant to Florida law, any action which may be
taken at any annual or special meeting of the stockholders of the
Company may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action
so taken, is signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitleddesire to vote thereon were present and voted.in person.
The matter being considered by the stockholders is being
submitted for action by written consent, rather than by votes
cast at a meeting. The entire cost of preparing and mailing the
proxy material will be borne by the Company. Solicitation of
consents will be made by mail, personally or by telephone by
regular employees of the Company. Votescards will be tabulated by employees of the Company. VOTING PROCEDURES
The amendmentA stockholder
attending in person or by proxy will be deemedcounted as part of the quorum for the
meeting, even if that person abstains or otherwise does not vote on any matter.
Directors will be elected by a plurality of the votes cast at the meeting in
person or by proxy. Any other matter submitted to have beena vote of the stockholders
must be approved onby the earliest date (the "Effective Date") after August 20, 1998 on
whichaffirmative vote of the Company has received consents that have not previously
been revoked and which represent the approval of a majority of shares voted at the
sharesmeeting in person or by proxy. An abstention or a failure to vote is not counted
in determining whether a plurality of Common Stock issued and outstanding on the Record
Date, provided that such approval is received within 60 days of
the date of the earliest dated consent delivered to the Company.
Stockholders are being requested to indicate approval of the
amendment by checking the appropriate box on the enclosed Consent
Card and executing the Consent Card. Anvotes exists, but an abstention or a
failure to vote is equivalent to a "no" vote when a majority vote of all
outstanding shares is required.
FAILURE TO CHECK ANYELECTION OF THE
BOXES WILL, IF THE CONSENT CARD HAS BEEN SIGNED, CONSTITUTE
APPROVAL OF THE PROPOSAL. You may revoke your consent at any
time beforeDIRECTORS
The Company's By-Laws specify that the Effective Date by submitting another Consent Card
bearing a later date. Consent Cards mayBoard of Directors shall not be revoked after the
Effective Date.less
than three nor more than fifteen members. The textexact number of directors shall
be fixed by resolution of the amendmentthen authorized number of directors. The Board of
Directors has fixed the number of directors at nine members. The persons
designated as nominees for election as a director are Carol Jenkins Barnett,
Hoyt R. Barnett, W. Edwin Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr.,
Howard M. Jenkins, Tina P. Johnson, E. Vane McClurg and Kelly E. Norton. All
nominees except Mr. Norton are currently directors of the Company. William H.
Vass is not been set forth onstanding for re-election. Management of the Consent Card itself due to space limitations. Nevertheless,
signing and indicating approval onCompany recommends a
vote FOR all the Consent Cardnominees. The proxies will be deemed to be written consent tovoted FOR the approvalelection of the
amendment.
No dissenters'nine nominees unless the stockholder specifies otherwise. The term of office of
the directors will be until the next annual meeting or similar rights applyuntil their successors
shall be elected and qualified.
If one or more of the nominees become unable or unwilling to stockholders who do not
approveserve at the Proposal.time
of the meeting, the shares represented by proxy will be voted for the remaining
nominees and for any substitute nominee(s) designated by the Board of Directors
or, if none, the size of the Board will be reduced accordingly. The Board recommendsof
Directors does not anticipate that you vote "FOR" approval of the
amendmentany nominee will be unavailable or unable to
the ESPP.
PRINCIPAL STOCKHOLDERSserve.
INFORMATION CONCERNING PROPOSED
DIRECTORS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information about the shares of the
Company's common stock beneficially owned as of March 6, 2001, by the close of business on
July 9, 1998, the information with respect to the ownership of
Common Stock byCompany's
proposed directors. Additionally listed are all directors including some who are 5% or more
beneficial owners, and allexecutive officers and directors
as a group.
Also listed aregroup and others known by the Company to own beneficially 5% or more of the
shares of the Company's Common Stock.
common stock.
AmountName, Principal Occupation
Presently and During Last
Five Years, Other Information Nature of Name Beneficial OwnershipFamily Relationship Number of Shares of Common
and Period of Service as with Executive Officers Stock Beneficially Owned Percent
Director of the Company (Age) and Directors as of March 6, 2001 (1) Percent of Class
---- ------------------------ ----------------- -----------------------------------------------------------------------------------------------------------
Carol Jenkins Barnett 11,978,767Sister of Howard M. Jenkins, 11,814,765 (2) 5.515.69
Chairman of the Board cousin of Charles H. Jenkins, Jr.,
and President of Publix aunt of W. Edwin Crenshaw and
Super Markets Charities, Inc. wife of Hoyt R. Barnett
22,562,186Director since 1983. (44)
Hoyt R. Barnett Husband of Carol Jenkins Barnett 58,832,310 (3) 10.3728.34
Vice Chairman of the and brother-in-law of Howard M. Jenkins
Company and Trustee of
the Employee Stock Ownership
Plan since December 1999.
Previously, Executive Vice
President and Trustee of the
Profit Sharing Plan to August
1998, Executive Vice President,
Trustee of the Profit Sharing
Plan and Trustee of the
Employee Stock Ownership Plan
to January 1999, Vice Chairman,
Trustee of the Profit Sharing
Plan and Trustee of the
Employee Stock Ownership
Plan to December 1999.
Director since 1985. (57)
W. Edwin Crenshaw 629,720Nephew of Carol Jenkins Barnett, 623,258 *
Mark C. Hollis 1,411,414 (4) *President of the Company. nephew of Howard M. Jenkins and
Director since 1990. (50) cousin of Charles H. Jenkins, Jr.
1,702,750Mark C. Hollis 1,378,971 (4) *
Howard M. Jenkins 14,006,850 (5) 6.44
Tina P. Johnson 3,538,324 (6) 1.63
E.V. McClurg 1,788,062 *
William H. Vass 32,378,982 (7) 14.88
All Officers and
Directors as a group
(28 individuals) 89,391,746 (8) 41.09
All Other Beneficial Owners:
----------------------------
Publix Super Markets, Inc.
Profit Sharing Plan 21,200,000 9.75
Publix Super Markets, Inc.
Employee Stock Ownership
Plan and Trust 32,351,508 14.87
Nancy E. Jenkins 14,703,305 6.76
___________________________________Vice Chairman of the Board
of the Company from
January 1996 until retiring
in January 1999. Director
since 1974. (66)
* Shares represent less than 1% of class.
Note references are explained on page 4.
Name, Principal Occupation
Presently and During Last
Five Years, Other Information Nature of Family Relationship Number of Shares of Common
and Period of Service as with Executive Officers Stock Beneficially Owned Percent
Director of the Company (Age) and Directors as of March 6, 2001 (1) of Class
- -----------------------------------------------------------------------------------------------------------
Charles H. Jenkins, Jr. Cousin of Howard M. Jenkins, 2,170,863 (5) 1.05
Chairman of the Executive cousin of Carol Jenkins Barnett
Committee and Chief Operating and cousin of W. Edwin Crenshaw
Officer of the Company
since June 2000. Previously,
Chairman of the Executive
Committee. Director since
1974. (57)
Howard M. Jenkins Brother of Carol Jenkins Barnett, 11,941,221 (6) 5.75
Chairman of the Board and cousin of Charles H. Jenkins, Jr.,
Chief Executive Officer of uncle of W. Edwin Crenshaw and
the Company. Director brother-in-law of Hoyt R. Barnett
since 1977. (49)
Tina P. Johnson 5,304,341 (7) 2.56
Senior Vice President of the
Company and Trustee of the
401(k)Plan - Publix Stock Fund
since Ju1y 1997. Previously,
Treasurer and Trustee of the
401(k)Plan - Publix Stock Fund
to March 1996, Vice President,
Treasurer and Trustee of the
401(k) Plan - Publix Stock Fund
to July 1997. Director since
1993. (41)
E. Vane McClurg
Attorney-at-law, law office of 1,728,002 *
Hahn, McClurg, Watson, Griffith
& Bush. Director since 1988. (59)
Kelly E. Norton
Independent business advisor __
and consultant. Previously,
President and Chief Executive
Officer of Florida Tile
Industries, Inc. (formerly
Sikes Corporation) from 1982
to 1994. Also served as a
Director of Florida Tile
Industries, Inc. from 1980 to
1990. Nominee for Director
of the Company in 2001. (62)
* Shares represent less than 1% of class.
Note references are explained on page 4.
(1) As used in the foregoing table on the preceding pages, "beneficial ownership" means
the sole or shared voting or investment power with respect to the Common Stock.Company's
common stock. Holdings of officers include shares allocated to their
individual accounts in the Company's Employee Stock Ownership Plan ("ESOT")(ESOP),
over which each officer exercises sole voting power and shared investment
power. In accordance with the beneficial ownership regulations, the same
shares of Common Stockcommon stock may be included as beneficially owned by more than
one individual or entity.
The address for all beneficial owners is 1936 George Jenkins
Boulevard, Lakeland, Florida 33815.
(2) Includes 1,235,9851,218,149 shares of common stock which are also shown as
beneficially owned by Carol Jenkins Barnett's husband, Hoyt R. Barnett, but
excludes all other shares beneficially owned by Hoyt R. Barnett, as to
which Carol Jenkins Barnett disclaims beneficial ownership.
(3) Hoyt R. Barnett is Trustee of the Profit Sharing Plan,ESOP which is the record owner of
21,200,00057,512,340 shares of Common Stockcommon stock over which he has shared investment
power. As Trustee, Hoyt R. Barnett exercises sole voting and investment power.power over 978,551
shares in the ESOP because such shares have not been allocated to
participants' accounts. For ESOP shares allocated to participants'
accounts, Hoyt R. Barnett will vote shares as instructed by participants.
Additionally, Hoyt R. Barnett will vote ESOP shares for which no
instruction is received. Total shares beneficially owned include 1,235,9851,218,149
shares also shown as beneficially owned by his wife, Carol Jenkins Barnett,
but exclude all other shares of Common Stock beneficially owned by Carol Jenkins Barnett,
as to which Hoyt R. Barnett disclaims beneficial ownership.
(4) All shares are owned in a family trust over which Mark C.
Hollis is Co-Trustee with his wife. As Co-Trustee, Mark C. Hollis has shared voting and investment power for these
shares.over 1,378,547 shares
of common stock.
(5) Charles H. Jenkins, Jr. is co-trustee of a trust which is the record owner
of 532,807 shares of common stock over which he has shared voting and
investment power.
(6) Howard M. Jenkins has sole voting and sole investment power over 3,126,0151,910,753
shares of Common Stockcommon stock which are held directly, sole voting and sole investment
power over 162,1035,947,054 shares which are held indirectly and shared voting and
shared
investment power over 10,700,3734,046,093 shares which are held indirectly.
(6)(7) Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock Fund which is
the record owner of 3,484,8225,243,286 shares of Common
Stockcommon stock over which she has
sole voting and shared investment power.
(7)
OTHER BENEFICIAL OWNERS' INFORMATION
Thirty-two directors and executive officers as a group beneficially owned
93,004,188 shares or 44.81% of the common stock of the Company as of March 6,
2001. Included in this amount are 62,755,626 shares or 30.23% in the ESOP and
401(k) Plan - Publix Stock Fund. The address for this group of beneficial owners
is 1936 George Jenkins Boulevard, Lakeland, Florida 33815.
Huntington National Bank is the record and beneficial owner of 12,087,452 shares
or 5.82% of the common stock of the Company. The address for Huntington National
Bank is 41 S. High Street, Columbus, Ohio 43215.
Nancy E. Jenkins, sister of Howard M. Jenkins and Carol Jenkins Barnett, aunt
of W. Edwin Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of
Hoyt R. Barnett, is the record and beneficial owner of 14,638,789 shares or
7.05% of the common stock of the Company. The address for Nancy E. Jenkins is
1936 George Jenkins Boulevard, Lakeland, Florida 33815.
Beneficial owners of 5% or more of common stock who are known by the Company
include those noted in the preceding table with respect to directors, the ESOP
or as otherwise noted above. The Company is aware of no other beneficial owners
of 5% or more of the common stock of the Company.
Under Section 16 of the Securities Exchange Act of 1934, certain officers,
directors and stockholders of the Company are required to file reports of stock
ownership and changes therein with the Securities and Exchange Commission. The
Company believes that its officers, directors and stockholders complied with the
Section 16 filing requirements except as noted below. Reports filed by the
following persons did not reflect their direct or indirect beneficial ownership
of certain shares or changes therein: Huntington National Bank (1999 - one
Schedule 13G); Robert H. Moore (1999 - one Form 4); Charles H. Jenkins, Jr.
(2000 - one Form 5). Upon learning of the omissions, Huntington National Bank,
Mr. Moore and Mr. Jenkins promptly filed the necessary reports to reflect the
required information.
COMPENSATION OF DIRECTORS
The directors of the Company were not compensated for services as directors
during 2000. Beginning in May 2001, non-employee directors will receive a
quarterly retainer of $10,000 for serving on the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation Committee members include William H. Vass, is TrusteeChairman and a director
of the ESOT,Company during 2000, and the following who served as directors and
executive officers of the Company during 2000: Hoyt R. Barnett, Howard M.
Jenkins and Tina P. Johnson. There were no interlocks of the executive officers
or directors of the Company serving on the compensation or equivalent committee
of another entity which has any executive officer or director serving on the
Compensation Committee, other committee or Board of Directors of the Company.
During 2000, the Company purchased approximately $2,395,000 of food products
from Alma Food Imports, Inc., a company owned by Julia Jenkins Fancelli, sister
of Howard M. Jenkins, Carol Jenkins Barnett and Nancy E. Jenkins, aunt of W.
Edwin Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt R.
Barnett.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board's Compensation Committee is responsible for reviewing the record
ownersalary and
benefit structure of 32,351,508 sharesthe Company with respect to its executive officers. The
compensation for the named executive officers, including the Chief Executive
Officer (CEO), includes a base salary and an incentive bonus.
The factors considered in determining the base salary include: (1) the overall
level of Common Stock over which heresponsibility and the relationship to compensation levels of the
Company's management, (2) the compensation levels of supermarket chains in the
Company's Peer Group Index, taking into account the size and financial
performance of the Company, (3) anticipated competitive operating conditions and
(4) overall economic conditions. During 2000, the CEO of the Company, Howard M.
Jenkins received no base salary increase. While the first, second and fourth
factors above suggested an increase in salary for the CEO, the Company decided
not to increase his salary consistent with its conservative position regarding
base salary increases for named executive officers.
Bonuses are paid generally in the year following the year earned. During 1999,
the Company implemented a new incentive bonus plan. The incentive bonus plan
covers approximately 400 management employees. The incentive bonus plan was
changed to make the bonus more appropriately reflect the Company's operating
results while also reducing the total amount of compensation that was "at risk"
for the incentive bonus plan participants. To achieve this result, the base
salary of the incentive bonus plan participants was increased. The combination
of the increase in the base salary and the decrease in the amount of the
incentive bonus that can be earned under the new incentive bonus plan was
designed to be compensation neutral in a year of good operating performance.
Under the plan, a bonus pool is established using the current fiscal year
earnings before income taxes and incentive bonus of the Company as compared with
the prior year. Then this pool is adjusted upward or downward to reflect actual
sales results for the fiscal year in comparison to a sales goal. In general, the
bonus pool is allocated among the participating management employees, including
the named executive officers, according to base compensation paid during the
calendar year. The bonuses are earned for employment during the calendar year
and an employee must be employed at the end of the calendar year to participate
in the bonus. Although the Company has shared investment power. As Trustee,a defined method for calculating the
incentive bonus, the Company's Executive Committee retains the right to alter or
discontinue the incentive bonus plan at its discretion.
The compensation earned by the executive officers named in the following table
ranks at or near the bottom of compensation earned by comparable positions among
the peer group supermarket chains included in the performance graphs on pages 9
and 10.
This report is submitted by the following members of the Compensation Committee
during 2000:
Hoyt R. Barnett, Howard M. Jenkins, Tina P. Johnson and William H. Vass,
exercises sole voting power over 626,744 shares inChairman.
EXECUTIVE COMPENSATION
The following table summarizes the ESOT
because such shares have not been allocated to participants'
accounts. For ESOT shares allocated to participants'
accounts, as Trustee, William H. Vass votes shares as
instructed by participants. Additionally, as Trustee, William
H. Vass votes ESOT shares for which no instruction is
received. Mr. Vass has resigned as the ESOT Trustee effective
August 1, 1998 and Hoyt R. Barnett will replace him in that
capacity.
(8) Includes 57,036,330 shares of Common Stock ownedcompensation earned by the Profit Sharing Plan, ESOTCompany's CEO and
401(k) Plan.
AMENDMENT OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN
THE AMENDMENT
In 1989,the Company's four most highly compensated executive officers other than the CEO
who were serving as executive officers at the end of 2000 and for services
rendered in all capacities to the Company during the years ended 2000, 1999 and
1998:
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
---------------------------------------- ------------------- -------
Other
Annual Restricted All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Position Year Salary Bonus (1) Total sation Award SARs (#) Payouts sation(2)
- ---------------------------------------------------------------------------------------------------------------------------------
Howard M. Jenkins (26) 2000 $373,750 $ 82,420 $456,170 - - - - $22,247
Chairman of the Board, 1999 373,750 115,386 489,136 - - - - 18,634
Chief Executive Officer and 1998 300,000 180,895 480,895 - - - - 17,105
Director
Charles H. Jenkins, Jr. (31) 2000 $356,800 $ 78,682 $435,482 - - - - $22,247
Chairman of the Executive 1999 328,900 101,540 430,440 - - - - 18,634
Committee, Chief Operating 1998 260,000 151,870 411,870 - - - - 17,105
Officer and Director
W. Edwin Crenshaw (26) 2000 $337,900 $ 74,514 $412,414 - - - - $22,247
President and Director 1999 328,900 101,540 430,440 - - - - 18,634
1998 264,000 152,904 416,904 - - - - 17,105
Hoyt R. Barnett (32) 2000 $279,625 $ 61,663 $341,288 - - - - $22,247
Vice Chairman and Director 1999 261,625 80,771 342,396 - - - - 18,634
1998 210,000 125,130 335,130 - - - - 17,105
Daniel M. Risener (38) 2000 $232,000 $ 51,161 $283,161 - - - - $22,247
Senior Vice President and 1999 225,580 69,642 295,222 - - - - 18,634
Chief Information Officer 1998 174,200 101,482 275,682 - - - - 17,105
( ) Years of Service
(1) Amounts in this column include bonuses earned in the applicable year but
paid in a subsequent year.
(2) Amounts in this column include the Company's contribution to the ESOP and
the 401(k) Plan for 2000 and the Company's contribution to the ESOP, Profit
Sharing Plan and 401(k) Plan for 1999 and 1998.
OTHER COMPENSATION
The Company has a trusteed, noncontributory defined contribution plan, the 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
stockholderscan be made in Company common stock or cash. The Company's contribution to this
plan is allocated to all participants on the basis of compensation and the plan
does not discriminate, in scope, terms, or operation, in favor of officers or
directors of the Company adopted the Publix Super Markets, Inc. Employee Stock
Purchase Plan. The purpose of the ESPP isCompany. Prior to provide the
Company's employees with an opportunity, through the purchase of
stock, to become part owners of2000, the Company orhad an additional trusteed,
noncontributory defined contribution plan, the Profit Sharing Plan. Effective
December 31, 1999, the Company merged the Profit Sharing Plan into the ESOP.
Amounts earned for 2000, 1999 and 1998 under the plans by the CEO and the four
most highly compensated executive officers are listed in the Summary
Compensation Table.
The Company has a 401(k) plan for the benefit of eligible employees. The 401(k)
plan is a voluntary defined contribution plan. Eligible employees may contribute
up to increase the
amount8% of their stock ownership.
The ESPP currently provides thatannual compensation, subject to the maximum numbercontribution
limits established by Federal law. The Company may make a discretionary annual
matching contribution to eligible participants of shares
that may be sold under the ESPP from and after November 1, 1992
is 10,000,000. As of July 9, 1998, there are only 403,793 shares
available to be sold under the ESPP and the Board of Directors
has determined that this number of shares is insufficient to meet
the anticipated purchases to be made by employees in the future.
As a result, the Board of Directors has approved, subject to
approval by a majority of the stockholders of the Company, an
amendment to the ESPP increasing the maximum number of shares of
Common Stock that may be sold under the plan from and after
November 1, 1992 to 20,000,000.
Rather than incurring the expense of a special meeting, the
Board of Directors believes that it is in the best interests of
the Company and its stockholders to solicit approval of the
amendment to the ESPP as of the earliest possible date. In order
to accomplish this objective, the Board of Directors is hereby
soliciting approval of the amendment by the Company's
stockholders by written consent in lieu of a special meeting of
such stockholders.
The amendment to the Company's ESPP will be approved if
consents approving the amendment and representing a majority of
all of the votes entitled to be cast by the Company's
stockholders are received by the Company. The Board recommends
that you vote "FOR" approval of the amendment to the ESPP.
SUMMARY OF THE ESPP
In general, all employees who have been employed for one
continuous year by the Company and its subsidiaries are eligible
to participate in the ESPP, except employees on an unpaid leave
of absence or receiving disability pay. An employee's right to
purchase shares or otherwise participate in the ESPP is not
transferable and ceases if the employee's employment is
terminated for any reason. No consideration will be received by
the Company for the granting of the right to acquire stock under
the ESPP other than the services rendered to the Company by the
employee in such capacity.
The ESPP provides for four offering periods - March 1 through
March 31, May 1 through June 30, August 1 through September 30
and November 1 through December 31 - for each twelve month period
through December 31, 2014. An eligible employee shall be
eligible to purchase shares during any of the foregoing noted
offering periods occurring after such employee has one continuous
year of employment.
During each 12-month period commencing on the anniversary date
of the employee's continuous employment, the maximum number of
shares that an eligible employee can purchase is as follows:
2,000 shares for each year of continuous employment up to nine
years of continuous employment; 20,000 shares for 10-14 years of
continuous employment; 30,000 shares for 15-19 years of
continuous employment; 40,000 shares for 20-24 years of
continuous employment, and 50,000 shares for 25 and greater years
of continuous employment. Within these limits, an eligible
employee is able to elect to purchase as many or as few shares in
each offering period as he or she chooses. An eligible employee
may not carry forward to a future year shares not purchased in
the current year.
The price of shares purchased under the ESPP is the fair
market value of the Common Stock at the end of the fiscal quarter
immediately preceding the applicable offering period. The fair
market value of the Common Stock is determined by the
Board of Directors. During 2000, 1999 and 1998, the Board of Directors approved
a match of the Company based upon appraisals prepared by an
independent appraiser.50% of eligible contributions up to 3% of eligible wages, not to
exceed a maximum match of $750 per employee. The price of the Common Stock based on
the latest independent appraisalmatch, which is determined as
of March 28, 1998 was $34.75
per share. Payment for the shares is required no later than the last day of the applicable offering period by check drawn on an
accountplan year and paid in the subsequent year, is in the form
of common stock of the employeeCompany.
The Company's group health and dental insurance plans are available to eligible
full-time and part-time employees and the group life insurance plan and
long-term disability plan are available to eligible full-time employees. These
plans do not discriminate, in scope, terms, or operation, in favor of officers
or directors of the Company.
All compensation paid to executive officers during 2000, other than cash and
compensation pursuant to the plans described above, does not exceed the minimum
amounts required to be reported pursuant to the Securities and Exchange
Commission rules.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During 2000, the Company purchased approximately $2,395,000 of food products
from Alma Food Imports, Inc., a company owned by money order whereJulia Jenkins Fancelli, sister
of Howard M. Jenkins, Carol Jenkins Barnett and Nancy E. Jenkins, aunt of W.
Edwin Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt R.
Barnett.
During 2000, the employeeCompany paid approximately $687,000 to the law office of Hahn,
McClurg, Watson, Griffith & Bush for legal services. E. Vane McClurg is a
director and continues to provide legal services to the remitter.Company.
During 2000, the Company paid approximately $115,000 to William H. Vass, a
director of the Company, for consulting services.
In the opinion of management, the terms of these transactions are no less
favorable than terms that could have been obtained from unaffiliated parties.
PERFORMANCE GRAPH
The ESPPfollowing performance graph sets forth the Company's cumulative total
stockholder return during the five years ended December 30, 2000, with the
cumulative total return on the S&P 500 Index and a custom Peer Group Index
including companies in the same line of business (supermarket retail
companies)(1). The Peer Group Index is administeredweighted based on the various companies'
market capitalization. The comparison assumes $100 was invested at the end of
1995 in the Company's common stock and in each of the related indices and
assumes reinvestment of dividends.
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' calendar year end trading price. Therefore, the
Company has provided a performance graph based on the Company's fiscal year end
valuation (rather than the trading price at fiscal year end, representing the
appraised value as of the prior fiscal quarter). For comparative purposes,
additional information is provided based on the fiscal year end trading price of
the Company's shares.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END VALUATION
1995 1996 1997 1998 1999 2000
-------------------------------------------------------------------
PUBLIX $100.00 126.25 186.15 283.11 275.27 296.91
S&P 500 $100.00 122.96 163.98 210.85 255.21 231.98
PEER GROUP $100.00 132.10 168.81 261.05 161.40 207.38
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END TRADING PRICE
1995 1996 1997 1998 1999 2000
-------------------------------------------------------------------
PUBLIX $100.00 128.59 145.08 257.31 280.59 298.11
S&P 500 $100.00 122.96 163.98 210.85 255.21 231.98
PEER GROUP $100.00 132.10 168.81 261.05 161.40 207.38
(1) Companies included in the peer group are: A&P, Albertson's, American Stores
(acquired by Albertson's in June 1999), Brunos (included through December
1999, no longer publicly traded), Delhaize America (formerly Food Lion),
Giant Food (acquired by Ahold USA in October 1998), Hannaford
Bros.(acquired by Delhaize America in July 2000), Kroger, Safeway, Smith's
Food and Drug (acquired by Fred Meyer in September 1997), Vons (acquired by
Safeway in April 1997), Weis Markets and Winn-Dixie. Peer group companies
that have been acquired are included in the Employee Stock Purchase Plan
Committee whose members are composed of at least three directors.
The Employee Stock Purchase Plan Committee has the sole and
exclusive authorityperformance graphs for all full
years prior to administer the ESPP.their acquisition.
MEETINGS
The Board of Directors has the right to amend, modify or
terminate the ESPPheld five meetings during 2000. All directors attended at
any time without notice, except that,
without stockholder approval, the Board cannot amend the ESPP to
increase the maximum number of shares available to be sold under
the ESPP or change the price from fair market value at which the
shares can be sold.
As of the end of fiscal 1997, the Company had approximately
111,000 employees.
FEDERAL INCOME TAX CONSEQUENCES
The ESPP does not, and is not designed to, qualify under
section 401(a) of the Internal Revenue Code. That section
relates primarily to qualified profit sharing and pension plans.
In general, an employee will not realize any taxable income
solely as a result of purchasing shares under the ESPP. An
employee will recognize gain or loss for federal income tax
purposes only when the shares are sold or otherwise disposed.
The amount of gain or loss, in general, will be the difference
between the amount that the employee receives for the shares sold
and the amount paid by the employee for the shares. Any gain or
loss will generally be taxed as a capital gain or a capital loss,
with the length of time the employee held the stock determining
whether the gain or loss will be treated as short term or long
term.
The specific application and impact of the tax rules will vary
depending on the specific personal situation of individual
employees.
PLAN BENEFITS -- ESPP
The following table provides information regarding the number
of stock purchase rights and the dollar value of stock purchase
rights under the ESPP.
Name and Position Dollar Number of
Value Units
----------------- ------ ---------
Howard M. Jenkins,
Chairman of the Board
and Chief Executive (1) (1)
Officer
Charles H. Jenkins, Jr.,
Chairman of the Executive (1) (1)
Committee
W. Edwin Crenshaw,
President (1) (1)
William H. Vass,
Executive Vice President (1) (1)
Hoyt R. Barnett,
Executive Vice President (1) (1)
Executive Group (2) (1) (1)
Non-Executive Director * *
Group (3)
Non-Executive Officer (1) (1)
Employee Group (4)
____________________________
* Not eligible for participation
(1) Participation in the ESPP is voluntary. The Company cannot determine
the amount of shares that will be purchased in the future. During
fiscal 1997, no shares were purchased under this plan by Messrs. H.
Jenkins, C. Jenkins, Crenshaw, Vass and Barnett. In fiscal 1997, 11,120
aggregate shares and 2,626,257 aggregate shares of Common Stock were
purchased under this plan by the Executive Group and the Non-Executive
Officer Employee Group, respectively. The dollar values of the
aggregate shares purchased by the Executive Group and Non-Executive
Officer Employee Group determined using the fair market valueleast 75% of the Company's Common StockBoard of $34.75 per share basedDirectors and committee meetings held in
2000.
COMMITTEES
The Board of Directors had the following committees during 2000, each of which
is described below: Executive, Compensation, Audit, Corporate Governance and
Nominating.
The Executive Committee was formed by the Board of Directors to manage the
day-to-day affairs of the Company. During 2000, the Executive Committee
consisted of Hoyt R. Barnett, W. Edwin Crenshaw, Charles H. Jenkins, Jr.,
Chairman and Howard M. Jenkins. During 2000, the Executive Committee held 17
meetings.
The Compensation Committee sets and reviews the salary and benefits structure
of the Company with respect to its executive officers. During 2000, the
Compensation Committee consisted of Hoyt R. Barnett, Howard M. Jenkins, Tina P.
Johnson and William H. Vass, Chairman. During 2000, the Compensation Committee
held two meetings.
The Audit Committee has responsibility to the Board of Directors for assessing
the processes related to the Company's risks and control environment, overseeing
the financial reporting and evaluating the internal and independent audit
processes. During 2000, the Audit Committee consisted of Carol Jenkins Barnett,
Mark C. Hollis, E. Vane McClurg, Chairman and William H. Vass. During 2000, the
Audit Committee held two meetings.
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 latest
independent appraisal asBoard's
operations and effectiveness. During 2000, the Corporate Governance Committee
consisted of March 28, 1998 are $386,420.00Mark C. Hollis, Tina P. Johnson, E. Vane McClurg, Chairman and
$91,262,430.75, respectively.
(2) ConsistsWilliam H. Vass. During 2000, the Corporate Governance Committee held seven
meetings.
The Nominating Committee has responsibility for reviewing and reporting to the
Board of 26 officersDirectors on matters of Board nominations. This includes establishing
criteria for Board membership, reviewing possible candidates and directors, includingproposing
nominees to the five executive
officers listed above.
(3) ConsistsBoard of Directors. During 2000, the Nominating Committee
consisted of Mark C. Hollis, Chairman, Howard M. Jenkins, Tina P. Johnson and E.
Vane McClurg. During 2000, the Nominating Committee held two directorsmeetings.
AUDIT COMMITTEE REPORT
The Audit Committee of the Company's Board of Directors is comprised of four
Board members who are not employeesactively involved in the current management of the
Company. (4) Consists of all eligible employeesAlthough the Audit Committee members are not independent as defined by
the New York Stock Exchange, in the opinion of the Company whoBoard, each Audit Committee
member has the ability to make objective decisions independent of the interests
of management.
The role and responsibilities of the Audit Committee are notset forth in a written
Charter adopted by the Board. A copy of the Charter, as revised on February 7,
2001, is included with this Proxy Statement as Appendix A. The Audit Committee
reviews and reassesses the Charter annually and recommends any changes to the
Board for approval.
Management is responsible for the Company's internal controls and the financial
reporting process. The Company's independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
executive group (see footnote (2) above).United States of America. The Audit Committee's responsibility is to monitor and
oversee these processes as described in the Audit Committee Charter.
The Audit Committee reviewed and discussed with management and the Company's
independent auditors the Company's audited financial statements for the fiscal
year ended December 30, 2000. The Audit Committee also discussed with the
Company's independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees. The Audit
Committee received the written disclosures and the letter from the Company's
independent auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and discussed with the auditors
the firm's independence.
Based upon the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 for filing with the Securities and Exchange Commission.
This report is submitted by the following members of the Audit Committee during
the fiscal year 2000: Carol Jenkins Barnett, Mark C. Hollis, E. Vane McClurg,
Chairman and William H. Vass.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG LLP was the Company's auditors during 2000. The Audit Committee
will make its recommendation to the Board of Directors as to the Company's
auditors for 2001 later this year.
Representatives of KPMG LLP will be present at the meeting with an opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.
The aggregate fees billed by the Company's independent auditors, KPMG LLP, for
professional services rendered for the fiscal year ended December 30, 2000 were
approximately $200,000 for audit fees, $532,000 for professional services
related to financial information systems evaluation and selection and $165,000
for other professional services.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 19992002 Annual Meeting of
Stockholders must be received at the Company's executive officescorporate office prior to
December 9, 1998,13, 2001, for consideration for inclusion in the Proxy Statement
relating to that meeting.
********************
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURNOTHER MATTERS THAT MAY COME BEFORE THE ACCOMPANYING CONSENT CARDS IN THE ENCLOSED ENVELOPE AS SOON AS
POSSIBLE.MEETING
At the date of this Proxy Statement, the Board of Directors knows of no matter
other than the matters described herein that will be presented for consideration
at the meeting. However, if any other business shall properly come before the
meeting, all proxies signed and returned by stockholders will be voted in
accordance with the best judgment of the persons voting the proxies.
By order of the Board of Directors:
/s/ John A. Attaway, Jr.
- ------------------------
John A. Attaway, Jr.
Secretary
Dated: March 6, 2001
The Company will provide, without charge, a copy of its annual report to the
Securities and Exchange Commission, Form 10-K, for the fiscal year ended
December 30, 2000, upon the written request of any stockholder of record or
beneficial owner as of March 6, 2001. Requests for such reports should be
directed to John A. Attaway, Jr., Secretary, Publix Super Markets, Inc., P.O.
Box 407, Lakeland, Florida 33802.
AUDIT COMMITTEE CHARTER (Effective February 7, 2001) APPENDIX A
PURPOSE
This Audit Committee Charter sets forth the duties and responsibilities of the
Audit Committee (the "Committee") of Publix Super Markets, Inc. (the "Company").
The Committee is appointed by the Board of Directors /s/ S. KEITH BILLUPS
----------------------------------
S. Keith Billups
Secretary
July 15, 1998(the "Board") of the
Company, and in the absence of such appointment, the Board shall serve as the
Committee. Its primary function is to assist the Board in fulfilling its
oversight responsibilities by monitoring
o the integrity of the systems of internal controls regarding finance,
accounting, legal compliance and ethics established by management and
the Board
o the integrity of the financial statements and other information provided
to stockholders and others and
o the audit process.
Consistent with this function, the Committee shall encourage continuous
improvement of and foster adherence to the Company's policies, procedures and
practices at all levels.
MEMBERSHIP
The Committee is composed of at least three Board members who are not actively
involved in the current management of the Company and, in the opinion of the
Board, have the ability to make objective decisions that may be in conflict with
the interests of management.
Committee members are elected by the Board at the annual organization meeting of
the Board. The Committee chairperson is appointed by the Board.
MEMBER SKILLS AND TRAINING
Committee members shall have
o an inquiring attitude, objectivity, and sound judgment
o knowledge of the primary industry in which the Company operates
o the ability to read and understand fundamental financial statements,
including the Company's balance sheet, statement of earnings, statement of
cash flows and key performance indicators
o a working familiarity with basic finance and accounting practices and
o the ability to understand key business and financial controls and related
control processes.
At least one Committee member shall have
o expertise in business and financial reporting and control, including
knowledge of the regulatory requirements and
o past accounting or related financial management expertise.
Committee members are encouraged to enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Company or
an outside organization.
MEETINGS
The Committee shall meet at least three times annually or more frequently as
circumstances require. The Committee chair shall prepare and/or approve an
agenda in advance of each meeting. As part of its responsibility to foster open
communication, the Committee shall meet at least annually with management, the
Director of Internal Audit, and the independent auditor in separate sessions to
discuss any matters that the Committee or these groups believe should be
discussed in executive session. In addition, the Committee or designated
Committee member shall meet quarterly with management to review the Company's
Form 10-Q financial information prior to its filing. Any meetings may be
conducted telephonically.
CONSENT CARDAUTHORITY
The Committee has the authority to conduct or authorize any activities or
investigation appropriate to fulfilling its responsibilities. The Committee also
has direct access to the internal and independent auditor as well as anyone else
in the Company with information pertinent to the proper performance of its
duties. In addition, the Committee shall have access to its own legal counsel
and other advisors at the Committee's sole discretion.
CORE RESPONSIBILITIES
The Committee has three core responsibilities:
o assessing the processes related to the Company's risks and control
environment
o overseeing financial reporting and
o evaluating the internal and independent audit processes.
To accomplish these, the Committee shall establish and maintain free and open
communication between the Board, the independent auditor, the Director of
Internal Audit and the management of the Company.
ASSESSING RISKS AND THE CONTROL ENVIRONMENT
The Committee shall fulfill its responsibility for assessing the processes
related to the Company's risks and the control environment by performing these
activities.
1. Encourage management to foster an atmosphere that supports a strong control
environment.
2. Meet with management, the Director of Internal Audit, and the
independent auditor in separate sessions to discuss any matters that the
Committee or these groups believe should be discussed in executive session.
3. Review with management the significant risks and exposures to the Company
and their impact or potential impact on the financial statements.
4. Review with management, the Director of Internal Audit and the independent
auditor the adequacy of the Company's internal control environment and
controls in selected areas representing significant financial and business
risk.
5. Review with management and legal counsel any legal and regulatory matters
that may have a significant impact on the financial statements and
compliance policies and programs.
OVERSEEING FINANCIAL REPORTING
The Committee shall fulfill its responsibility for overseeing financial
reporting by performing these activities.
1. Understand the Company's accounting policies and procedures. Specifically,
review and understand significant and unusual transactions, revenue
recognition practices, and significant deferred costs, accruals, and
management estimates.
2. Review and approve changes in important accounting principles.
3. Review with the independent auditor and management the auditor's judgments
about the quality, not just the acceptability, of the Company's accounting
principles as applied in its financial reporting.
4. Review and approve significant conflicts of interests and related-party
transactions.
5. Review with management, or cause a designated Committee member to review
with management, the quarterly financial statements prior to the filing
of the Company's Form 10-Q with the Securities and Exchange Commission
(SEC).
6. At the completion of the annual examination, review with the independent
auditor, management and the Director of Internal Audit
o the Company's Annual Report on Form 10-K, including the audited financial
statements and related footnotes
o the independent auditor's audit and related opinion of the financial
statements
o the independent auditor's observations of the Company's internal control
structure and other related matters
o any significant findings and recommendations, including management's
responses
o any significant changes required in the independent auditor's audit plan
o any serious difficulties or disputes with management encountered during the
course of the audit and
o other matters related to the conduct of the audit which are to be
communicated to the Committee under Generally Accepted Auditing Standards.
7. Provide minutes of Committee meetings to the Board detailing the
committee's activities, conclusions and recommendations.
8. Annually review and update the Committee's charter and recommend any
proposed changes to the Board for approval.
9 Ensure the Committee's charter is published at least every three years in
accordance with SEC regulations.
10. Annually, prepare a report to stockholders as required by the SEC and
include the report in the Company's annual proxy statement.
EVALUATING THE AUDIT PROCESS
The Committee shall fulfill its responsibility for evaluating the internal and
independent audit processes by performing these activities.
1. Recommend to the Board the selection of the independent auditor, approve
the compensation of the independent auditor, evaluate the performance of
the independent auditor, and review and approve the discharge of the
independent auditor.
2. Annually, review and discuss with the independent auditor all significant
relationships with the Company that could impair the auditor's
independence. Include a review of management consulting services and
related fees provided by the independent auditor.
3. Confirm and assure the independent auditor's understanding that they are
responsible to the Board and the Committee as representatives of the
stockholders.
4. Consider with management and the independent auditor the rationale for
employing audit firms other than the principal independent auditor.
5. Review with the independent auditor, management and the Director of
Internal Audit the scope of the proposed audit for the coming year and the
audit procedures to be utilized.
6. Review with the Director of Internal Audit and the independent auditor the
coordination of audit effort to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.
7. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Director of Internal Audit.
8. Consider and review with the Director of Internal Audit
o the internal audit department charter
o the independence and objectivity of the internal auditors
o the annual audit plan and scope
o the process used to develop the annual audit plan
o the internal audit department staffing and
o internal audit's compliance with the Institute of Internal
Auditors' Standards for the Professional Practice of Internal Auditing.
9. Consider and review with the Director of Internal Audit and management
o the status of internal audit activities
o significant findings and recommendations, including management's
responses and the current status of the recommendations
o any difficulties encountered in the course of the audit work, including
any restrictions on the scope of activities or access to required
information and
o any changes required in the planned scope of the audit plan.
PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PUBLIX SUPER MARKETS, INC.
FOR ACTION BY WRITTEN CONSENTTHE
ANNUAL MEETING OF STOCKHOLDERS IN LIEU OF A SPECIAL MEETING
Resolved that the stockholdersTO BE HELD ON MAY 15, 2001
The undersigned hereby appoints Howard M. Jenkins, Charles H. Jenkins, Jr. and
W. Edwin Crenshaw or any of this company approve and
authorize an amendmentthem, as proxies with full power of substitution,
to thevote all shares of common stock of Publix Super Markets, Inc. Employee
Stock Purchase Plan, which the
undersigned is entitled to increasevote at the number2001 Annual Meeting of shares available to
be sold underStockholders, and
at any adjournments thereof, on the Plan from and after November 1, 1992 from
10,000,000 to 20,000,000.
The Boardfollowing matters:
1. Election of Directors recommends voting- Carol Jenkins Barnett, Hoyt R. Barnett, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins,
Tina P. Johnson, E. Vane McClurg and Kelly E. Norton.
|_| FOR Giving Consent forall nominees listed above (except as to those nominees whose
names have been crossed out).
|_| AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
adoption ofproxies named above may, in their discretion, vote the above resolution:
__ FOR Giving Consent __AGAINST Giving Consent __ABSTAIN
Failure to check any ofshares
represented by this proxy card upon such other matters as may properly
come before the boxes with respect to the proposalAnnual Meeting.
The shares represented by this proxy card will be voted only if this Consent Card has been signedproxy card
is properly executed and dated, constitute
approvaltimely returned. In that event, such shares will be
voted as specified. If no specification is made, the shares will be voted in
favor of items 1 and consent to the adoption of the proposal.2.
The undersigned acknowledges receipt of (1) the Company's 2000 Annual Report to
Stockholders and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated July 15, 1998March 6, 2001, relating to this written consent.the Annual Meeting. The
undersigned does hereby revokerevokes any consentproxy previously given with respect tofor the shares represented by
this Consent Card.
Dated:____________________, 1998
________________________________proxy.
- --------------- ------------------------- -------------------------
Date Signature
________________________________ Signature if held jointly
NOTE:|_|If you received an annual report for this account and request not to, please
mark an (x) in this box. Stockholders with multiple accounts, please leave
one proxy card unmarked.
|_|I will attend the meeting.
Note: Your signature should appear as your name appears hereon. As toFor shares held
in joint names, each joint owner should sign. If the signer is a corporation, please sign
full corporate name by a duly authorized
officer. If a partnership, please sign in
partnership name by an authorized person.
If signing as attorney, executor,
administrator, trustee, guardian or in other representative capacity, please give
full title as such.
PLEASE MARK, SIGN AND DATE THIS CONSENT CARD
AND PROMPTLY RETURN IT USINGPlease mark, sign, date and promptly return this proxy card using the enclosed
envelope.
TO THE ENCLOSED ENVELOPE.PARTICIPANTS OF PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Dear ESOP Participant:
The Publix Super Markets, Inc. Annual Meeting of Stockholders is being held on
May 15 this year. At the meeting, the Trustee of the ESOP, Hoyt R. Barnett, or
his designee, will vote the shares allocated to your ESOP account according to
your instructions. You may indicate your instructions on the last page of this
booklet, which is the 2001 Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your choices are:
o To vote on the issues described on the last page of this booklet,
o To withhold authority to vote your shares.
Once you have made your voting decision on the proxy card:
o Sign and date the card,
o Tear off along perforated line,
o Fold and return through the unmetered mail system. If you did not receive
this booklet at a Publix location, please return the card in the envelope
provided.
Please keep in mind that if you indicate "authority withheld" on the last page
of this booklet, the Trustee will not exercise any voting rights for your ESOP
shares. If your voting instructions are not received by May 15, the Trustee will
vote your ESOP shares at his discretion.
Thank you,
Plan Administrator
Publix Super Markets, Inc.
Dated: March 6, 2001
PUBLIX SUPER MARKETS, INC.
Request for Voting Instructions in connection with requested Stockholder
Consent to Approve Amendment to Employee Stock Purchase PlanREQUEST FOR VOTING INSTRUCTIONS
IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2001
The undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan (the "ESOT""ESOP"), with respect to all shares of Common Stockcommon
stock of Publix Super Markets, Inc. (the "Company") allocated to the ESOTESOP
account of the undersigned, the voting and similar rights of which are accorded to the
undersigned under the ESOTESOP (the "Account Shares"), does
hereby requestrequests and instruct theinstructs Hoyt
R. Barnett, Trustee, of the ESOT, or the Trustee's designee, to act with respectattend the Annual Meeting of
Stockholders of the Company to be held on May 15, 2001, and any adjournments
thereof, and to vote all of the Account Shares which are entitled to vote in connection withat the
request for stockholder consent to the proposed
amendment to the Company's Employee Stock Purchase Plan,Annual Meeting, in any manner and with the same effect as if the undersigned
were the record owner of the Account Shares. The undersigned authorizes and
instructs the Trustee or his designee to actvote as follows with respectfollows:
1. Election of Directors - Carol Jenkins Barnett, Hoyt R. Barnett, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins,
Tina P. Johnson, E. Vane McClurg and Kelly E. Norton.
|_| FOR all nominees listed above (except as to those nominees whose names
have been crossed out).
|_| AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
resolution set forth
below:
Resolved thatTrustee (or the stockholders of this company approve and authorize
an amendmentTrustee's designee) is directed in such person's
discretion to vote the Publix Super Markets, Inc. Employee Stock Purchase
Plan to increaseAccount Shares upon such other matters as may
properly come before the number of shares available toAnnual Meeting.
The Account Shares will be sold under the
Plan from and after November 1, 1992 from 10,000,000 to 20,000,000.
__FOR Giving Consent __AGAINST Giving Consent __ABSTAIN
The Trustee will actvoted as directed above if this consentproxy card is
properly executed and timely returned. If no specification is made, or this
consentproxy card is not returned, the shares will be voted FOR Giving Consent.at the Trustee's
discretion.
The undersigned acknowledges receipt of (1) the Company's 2000 Annual Report to
Stockholders and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated July 15, 1998March 6, 2001, relating to the request for action to be
taken by written consent.Annual Meeting. The
undersigned revokes any proxy previously given for the Account Shares relating to the above matter.
______________ ___________________________________Shares.
- -------------------- -----------------------------------
Date Signature
Note: Your signature should appear as your name appears on the reverse side. If
signing as attorney, executor, administrator, trustee, guardian or other
representative capacity, please give full title as such.
Appendix
AMENDMENT AND RESTATEMENT
OF
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(effective May 1, 1998)
1. PURPOSE OF THE PLAN. The purpose of|_| I will attend the Publix Super Markets, Inc.
Employee Stock Purchase Plan (the "Plan") is to provide employees of Publix
Super Markets, Inc. (the "Company")meeting.
(Promptly mark, sign, date, remove from booklet, fold and certain related entities
(collectively,return either through
the "Sponsoring Employers," as defined in paragraph 2(b))
with an opportunity to acquire a proprietary interestunmetered mail system or in the Company
through the purchase of authorized but unissued shares of common stock (par
value $1.00 per share) of the Company (referred to simply as the "shares").
The Plan also provides written confirmation of certain procedures regarding
shares purchased pursuant to stock purchase agreements executed or issued
pursuant to stock purchase programs or arrangements in effect prior to the
effectiveness of the Plan (the "Prior Shares").
2. EMPLOYEES ELIGIBLE TO PARTICIPATE. (a) Any person who is employed
by any of the Sponsoring Employers during an Offering Period (as defined in
paragraph 3(a)enclosed envelope.)
is eligible to participate in the Plan (and will be
referred to as an "eligible or participating employee"), except no person
shall be an eligible or participating employee during such time that (i)
such person has less than one (1) year of Continuous Employment (as defined
in paragraph 3(c)), (ii) such person is on an unpaid leave of absence or is
on any type of disability leave or (iii) such person is not a bona fide
permanent domiciliary of a state as to which either (A) the shares and
persons effecting their sale have been registered under the applicable
provisions of the securities laws of such jurisdiction or (B) the Company
has been advised by its counsel that the shares may be offered and sold in
compliance with applicable law without such registration (in either case, a
"Covered State"), and no person shall be an eligible or participating
employee if such person's employment is terminated for any reason prior to
satisfaction of the participation and payment requirements of paragraph 6.
(b) Sponsoring Employers are the Company and its subsidiaries.
3. OFFERING PERIODS. (a) Subject to change or modification at any time
and from time to time by the Employee Stock Purchase Plan Committee (the
"Committee," constituted as provided in paragraph 12(a)), there will be
four (4) offering periods -- March 1 through March 31, May 1 through June
30, August 1 through September 30, and November 1 through December 31 --
for each twelve (12) month period during the term of the Plan
(individually, an "Offering Period"); provided, however, if the term of the
Plan commences during an Offering Period, such Offering Period shall begin
only as of the commencement date of the term of the Plan. Except for the
Maximum Number of Shares (as defined in paragraph 5(a)) to be offered under
this Plan, and except for the limitation on the number of shares for which
each eligible employee may subscribe, there shall be no limit on the
aggregate number of shares for which subscriptions may be made during any
particular Offering Period.
(b) An eligible employee may subscribe for shares during the
portion of any Offering Period occurring during the twelve (12) month
period commencing with his or her first Anniversary Date (as defined in
paragraph 3(c)). An eligible employee's right to subscribe for shares
during subsequent twelve (12) month periods shall accrue on each subsequent
Anniversary Date.
(c) The Anniversary Date shall be the day on which an eligible
employee has completed twelve (12) months Continuous Employment with any
Sponsoring Employer. For these purposes, Continuous Employment shall mean
continued, regular employment by any of the Sponsoring Employers on a
full-time or part-time basis. Continuous Employment is not deemed to be
interrupted if an eligible or participating employee transfers or is
transferred from one Sponsoring Employer to another Sponsoring Employer
without any break in service. Service for a predecessor organization may be
included in Continuous Employmentupon authorization by the Committee in its
discretion. Authorized leaves of absence for medical or other purposes (in
accordance with guidelines established by the Committee) shall be included
as periods of Continuous Employment, including those times when the
employee is on an authorized leave of absence but is not eligible to
participate because of the requirements of paragraph 2(a)(ii).
4. PRICE. The purchase price per share during any Offering
Period shall be the fair market value of the Company's common
stock as of the end of the Company's fiscal quarter immediately
preceding the first day of the respective Offering Period,
determined by the Board of Directors of the Company based upon
appraisals prepared by an independent appraiser.
5. NUMBER OF SHARES TO BE SOLD. (a) The maximum number of
shares that may be sold under the Plan from and after November 1,
1992 is 10,000,000 (the "Maximum Number of Shares"),
(b) During the Offering Periods (or parts thereof)
occurring during the twelve (12) month period beginning on an
eligible employee's Anniversary Date, the eligible employee shall
be entitled to subscribe for the following number of shares:
Number of Years of 12-Month
Continuous Employment Purchase Limits
1 2,000 shares
2 4,000
3 6,000
4 8,000
5 10,000
6 12,000
7 14,000
8 16,000
9 18,000
10-14 20,000
15-19 30,000
20-24 40,000
25 and greater 50,000
(c) Any shares an eligible employee is entitled to
purchase during the specified twelve (12) month period, but which
are not purchased during such period, shall not be carried over
to subsequent periods.
(d) Subscriptions shall be allowed for full shares
only. If the amount of the eligible employee's check does not
equal the purchase price for the number of shares requested, the
eligible employee will be issued the greatest number of whole
shares that can be purchased with the funds provided and the
balance, if $1.00 or over, will be refunded in aReturn to:
Retirement Department
Publix gift
certificate or check at the Company's discretion.
(e) If at any time subscriptions for shares are
received that, upon the issuance of such shares, would exceed the
Maximum Number of Shares, the aggregate number of shares covered
by all such pending subscriptions shall be reduced to such lower
figure as may be necessary to eliminate the oversubscription. Any
reduction shall be effected on as equitable a basis as possible
among subscribers, but in no event shall such reduction result in
a subscription for fractional shares.
6. PARTICIPATION AND PAYMENT. (a) An eligible employee may
become a participant in an Offering Period (i) by completing a
Stock Purchase Agreement, indicating the number of shares to be
purchased, and such other documents as the Committee may require
(collectively, the "Purchase Documents") and (ii) by tendering
the Purchase Documents, together with a check or money order
(payable in U.S. funds) for the full subscription price to the
Secretary of the Company at any time during the Offering Period.
Purchase Documents and payments received by the Secretary of the
Company before or after any Offering Period (unless postmarked
during the Offering Period) shall be void and shall be given no
effect, and the Secretary shall return such documents and
payments to the involved employees as soon as practicable after
receipt.
(b) No election to participate in an Offering Period
may be revoked or canceled by an eligible employee once the
Purchase Documents and payment have been tendered to the
Secretary of the Company.
(c) In the event of any oversubscription and cutback
as provided in paragraph 5(e), the Secretary of the Company will
refund to the employees any excess payments for subscribed shares
as soon as practicable after the completion of the Offering
Period. The purchases of the shares for which subscriptions are
accepted shall be completed in accordance with the other terms of
this Plan.
(d) No interest shall be paid on, and no deduction
shall be taken from, payments that are returned to employees upon
the rejection of subscriptions for shares for reasons provided in
this Plan.
(e) The Secretary of the Company may designate one or
more persons to perform the Secretary's functions under this
Plan.
7. DELIVERY OF CERTIFICATES REPRESENTING SHARES. (a) As soon
as practicable, the Company shall deliver or cause to be
delivered to each participating employee a certificate or
certificates representing the shares purchased in an Offering
Period.
(b) Certificates representing shares to be delivered
to a participating employee under the Plan will be registered in
the name of the participating employee, or if the participating
employee so directs by written notice to the Company, and to the
extent permitted by applicable law and the rules adopted by the
Committee from time to time, in (i) the name of a minor child of
the participating employee or (ii) the names of the participating
employee and his or her spouse, as joint tenants with right of
survivorship, so long as his or her spouse is a domiciliary of a
Covered State as defined in paragraph 2(a)(iii). Shares may also
be issued in TOD (Transfer on Death) registration so long as the
beneficiary is not a minor. No stock certificate may be held by
any broker in so-called "street name." Any stock certificate
issued for the benefit of a minor child of the purchaser must be
registered in the name of the purchaser as custodian (under rules
adopted by the Committee) and must otherwise comply with the
applicable provisions of any relevant state law governing
transfers to minors.
8. EMPLOYEES' RIGHTS AS STOCKHOLDERS. No participating
employee shall have any right as a stockholder until the employee
becomes a record owner of the shares purchased under the Plan
(the "Record Ownership Date"). No adjustment shall be made for
dividends or other rights for which the record date is prior to
the Record Ownership Date.
9. TERMINATION OF EMPLOYMENT. An employee whose employment
is terminated for any reason shall have no right to purchase
shares or otherwise participate in the Plan after the date of
termination. No shares may be issued to any person (or at such
person's direction in accordance with the Plan) who is not an
eligible employee employed by one of the Sponsoring Employers on
the date the shares are issued. Any payment made for shares that
may not be issued for reasons described in this paragraph 9 shall
be promptly returned to the subscriber.
10. RIGHTS NOT TRANSFERABLE. The right of an employee to
participate in the Plan shall not be transferable by an employee
nor be exercisable after death, by his or her personal
representative or anyone else, or during his or her lifetime by
any person other than the employee.
11. DIVIDEND, RECAPITALIZATION, ETC. If shares are
distributed by the Company as a stock dividend or pursuant to a
stock split, combination, or exchange of shares of the Company's
common stock, or other increase or decrease in the number of the
outstanding shares without receipt by the Company of
consideration:
(a) the aggregate number of shares which shall
thereafter be available under the Plan shall be equitably and
appropriately adjusted; and
(b) the price per share and the number and kind of
shares then subject to subscription by employees under the Plan
shall be equitably and appropriately adjusted, all without any
change in the aggregate purchase price to be paid therefor.
12. ADMINISTRATION. (a) The Board of Directors of the
Company shall appoint an Employee Stock Purchase Plan Committee
composed of at least three members all of whom shall be
Directors. The Committee shall have the sole and exclusive
authority to administer the Plan. The Committee may prescribe
rules and regulations to administer the provisions set forth in
the Plan, and may decide questions which may arise with respect
to its interpretation or application; provided, however, that the
Committee shall have no discretion over the class of persons
eligible to participate in the Plan, the number of shares that
eligible employees may purchase under the Plan (except as
provided in paragraph 12(c)) or the purchase price of the shares
under the Plan at fair market value.
(b) All shares issued under the Plan will either be
appropriately registered under applicable federal and state
securities laws or issued in transactions that comply with
exemptions from the securities registration requirements of
applicable federal and state laws. The Committee may establish
procedures and restrictions in its discretion to ensure
compliance with applicable securities laws.
(c) If at any time the Committee shall determine, in
its discretion, that an Offering Period should begin late or be
terminated early or omitted altogether and no shares should be
purchased during such Offering Period or portion thereof, then
and in that event, such Offering Period or the missed portion
thereof shall be passed, and neither the respective twelve (12)
month period during which an eligible employee may purchase a
specified number of shares nor the term of the Plan shall be
affected.
13. TERM OF PLAN. Unless sooner terminated as provided in
paragraph 14, the Plan shall commence on satisfaction of the
conditions of paragraph 17 and shall terminate on December 31,
2014. Notwithstanding anything in the Plan to the contrary, if
(i) the Company is merged or consolidated with another
corporation and the Company is not a surviving corporation or
(ii) the Company is liquidated or dissolved, then and in any such
event, the Plan shall immediately terminate and all rights to
purchase stock hereunder to the extent not then exercised shall
cease and become void.
14. AMENDMENT OR TERMINATION. The Board of Directors of the
Company shall have the right to amend, modify, or terminate the
Plan at any time without notice, provided that no such amendment
of the Plan shall, without stockholder approval, (i) increase the
Maximum Number of Shares or (ii) change the price from fair
market value at which the shares shall be sold. The foregoing
prohibitions shall not be affected by adjustments in shares and
purchase price made in accordance with the provisions of
paragraph 11. Upon termination, all rights to purchase shares
hereunder to the extent not then exercised shall cease and become
void.
15. NOTICES. (a) All notices or other communications by an
employee to the Company under or in connection with the Plan
shall be deemed to have been duly given when actually received by
the Secretary of the Company or when actually received in the
form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
(b) All notices or other communications by the Company
to an employee under or in connection with the Plan shall be
deemed to have been duly given by the Company to the employee if
hand delivered to the employee or delivered to the attention of
the employee at the store or other location where the employee is
employed or if sent by U.S. mail, interoffice mail,
telegram or mailgram to the residence or business address of the
employee as reflected on the books of the Company or to such
other address as the employee may designate from time to time by
notice given in accordance with the provision of paragraph 15(a).
16. RESTRICTIONS ON STOCK; Repurchase. (a) All shares
acquired pursuant to the Plan and all Prior Shares, including
without limitation all such shares and Prior Shares acquired by
transfer under this paragraph 16 or otherwise from any person so
receiving such shares or Prior Shares, shall be subject to the
following restrictions (with each stockholder with respect to
such shares and Prior Shares being referred to as an "Owner"):
(i) except as provided by paragraph 16(c), no
sale, transfer or other disposition of such shares and/or Prior
Shares for consideration shall be made by an Owner to any person
other than to the Company pursuant to paragraph 16(b), and all
other such attempted or actual sales, transfers or dispositions
shall be void and without effect;
(ii) an Owner may transfer such shares and/or
Prior Shares by gift (as long as the gift is consistent with the
Owner's acquisition of the shares solely for investment and not
with any intent to resell or distribute the shares), testamentary
disposition or intestate succession to any person, which person
shall thereupon become an Owner, with the transferred shares and
Prior Shares being subject to all the restrictions imposed on the
transfer or other disposition of shares and Prior Shares by the
Plan and the Purchase Documents; however, an Owner may not
transfer shares or Prior Shares to the Owner and another person
(other than the Owner's spouse) as joint owners;
(iii) all certificates representing such shares
and Prior Shares shall contain a restrictive legend indicating
that their transfer is restricted by the terms of the Plan and
(if correct at the time of issuance or transfer) that the shares
and Prior Shares are not registered under federal or state
securities laws.
(b) Subject to the right of the Board of Directors in
its sole discretion to discontinue or modify its repurchase
program or any part of it with respect to any employees or all
employees for any reason or for no reason at any time or from
time to time, the Company agrees to repurchase any and all shares
and Prior Shares held by an Owner, upon demand, that were
acquired pursuant to the Plan or that constitute Prior Shares.
Subject to change or modification at any time and from time to
time by the Board of Directors, if the Owner's demand occurs
during an Offering Period, the repurchase price shall be the
purchase price for the shares under the Plan for such Offering
Period; and if the Owner's demand occurs at a time that is not
during an Offering Period, the repurchase price shall be the
purchase price for the shares in effect during the immediately
preceding Offering Period.
(c) The Company will notify the Owner, no later than
thirty (30) days after the Company receives a demand of the Owner
under paragraph 16(b) for the repurchase by the Company, if the
Board of Directors has discontinued or modified the repurchase
program and as a result thereof the Company declines to
repurchase the shares or Prior Shares in accordance with the
provisions of paragraph 16(b). Upon receipt of such notice, the
Owner shall be free to resell the shares or Prior Shares to a
third person as long as such resale takes place within ninety
(90) days after receipt of such notice from the Company;
provided, however, that the transferee of the Owner shall
thereupon become an Owner for purposes of the Plan and the
acquired shares and Prior Shares shall continue to be subject to
all the restrictions imposed on the transfer or other disposition
of shares and Prior Shares by this Plan and the Purchase
Documents; and provided further, that, before any resale under
this paragraph 16(c) shall be effected, such transferee may be
required by the Company to execute an agreement consenting to the
continuation of such restrictions. If the resale does not take
place prior to the end of such ninety (90) day period, all the
provisions of this paragraph 16 shall reattach to the shares and
Prior Shares of the Owner and the Owner may no longer resell the
shares and Prior Shares without again complying with the
provisions of this paragraph 16.
17. CONDITION PRECEDENT TO EFFECTIVENESS; AMENDMENTS. This
Amendment and Restatement to the Plan was adopted by the Board of
Directors on January 27, 1998, effective May 1, 1998.
Appendix
AMENDMENT
TO
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK PURCHASE PLAN
This Amendment to the Publix Super Markets, Inc. Employee
Stock Purchase Plan (as amended to date, the "Plan") is made and
entered into by Publix Super Markets, Inc. (the "Company")
effective as of August ___, 1998.
WITNESSETH:
WHEREAS, the Company has previously adopted the Plan,
including previous amendments; and
WHEREAS, the Board of Directors of the Company desires to
and has the power and authority to amend the Plan further in
order to increase the maximum number of shares of the Company's
common stock that may be sold under the Plan.
NOW, THEREFORE, paragraph 5(a) of the Plan is hereby amended
to read as follows:
(a) The maximum number of shares that may be sold under the Plan
from and after November 1, 1992 is 20,000,000 (the "Maximum
Number of Shares").
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer.
PUBLIX SUPER MARKETS, INC.
By:__________________________Corporate Office
Lakeland