| o | Preliminary Proxy Statement | |||
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
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| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 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.
3300 Publix Corporate Parkway |
P.O. Box 32040 | |||
| Lakeland, Florida 33811 | Lakeland, Florida 33802-2040 |
| 1. | To elect |
| 2. | To transact such other business as may properly come before the meeting or any adjournments thereof. |
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PUBLIX SUPER MARKETS, INC.
Meeting. meeting.201314, 201310, 2016 to the stockholders of Publix Super Markets, Inc. (the Company) in connection with the solicitation of proxies by the Board of Directors (Board or Board of Directors) of the Company for use at the Annual Meeting of Stockholders (Annual Meeting) to be held on April 16, 201312, 2016 or any adjournments thereof. The cost of the enclosed proxysoliciting proxies is borne by the Company.5, 2013,2, 2016, there were 773,972,000768,799,000 shares of common stock of the Company outstanding and entitled to vote at the Annual Meeting of Stockholders.Meeting. Each share is entitled to one vote on each matter. Only stockholders of record as of the close of business on February 5, 20132, 2016 will be entitled to vote at the Annual Meeting of Stockholders.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. Any other matter submitted to a vote of the stockholders will be approved if the votes cast in favor of the matter are greater than the votes cast in opposition to the matter.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 ten11 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, Sherrill W. Hudson,G. Thomas Hough, Charles H. Jenkins, Jr., Howard M. Jenkins, Randall T. Jones, Sr., Stephen M. Knopik E. Vane McClurg and Maria A. Sastre.David P. Phillips. All nominees except Stephen M. Knopik,Jessica L. Blume, Randall T. Jones, Sr. and David P. Phillips are currently directors of the Company. 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 ten11 nominees unless the stockholder specifies otherwise.PUBLIX SUPER MARKETS, INC.
Director since 1983. Age Director since 1985. Age Director since 1990. Age Director since 2009. Age the Federated Fund Family. Director since Director since 1974. Age Director since 1977. Age Company;Company and age.
2932 years.56.
Plan.Plan (ESOP) since July 2015. Previously, Vice Chairman and Trustee of the ESOP. Qualifications include extensive business experience serving as an Officer of the Company for 3538 years and on the Board of the Company for 2730 years.69.
Company since March 2008. Previously, President.Company. Qualifications include extensive business experience serving as an Officer of the Company for 2225 years and on the Board of the Company for 2225 years.62.
University, Nashville, Tennessee.University. Joined Belmont in 1995 and served as Associate Dean of the Graduate Business School from 1997 to 2002 and Coordinator of the Accounting Programs from 1997 to May 2008. Received Ph.D. in Information Systems from Florida State University in 1995. Partner in the consulting practice of Deloitte & Touche LLP Miami, Florida from 1983 to 1992. Serves on the Audit Committee as an Audit Committee financial expert. Qualifications include extensive education and experience in business and accounting and qualifying to serve as an Audit Committee financial expert.66.
Sherrill W. HudsonChairmanthe BoardAssurance Services of TECO Energy, Inc. since January 2013. Previously, Executive Chairman of the Board of TECO Energy, Inc.Ernst & Young LLP from August 20102009 to December 2012, Chairman of the BoardJuly 2014 and Chief Executive Officer of TECO Energy, Inc. from 2004 to August 2010 and Managing Partner, Deloitte & Touche LLP, Miami, Florida from 1983Vice Chair until retiring in 2002.September 2014. Previously, Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Serves on the Audit Committee as an Audit Committee financial expert. Qualifications include extensive experience in business and accounting, including serving as Chief Executive Officer of a public company, experience serving on public company boardsthe Ernst & Young LLP governing board for 17 years and qualifying to serve as an Audit Committee financial expert. Currently serves as a DirectorDirector/Trustee of TECO Energy, Inc. and Lennar Corporation and served as a Director of The Standard Register Company until April 2008.2003.2015. Age 70.2PUBLIX SUPER MARKETS, INC.INFORMATION ABOUT NOMINEES FOR DIRECTOR (Continued)61. 
Company since March 2008. Previously, Chief Executive Officer.Company. Qualifications include extensive business experience serving as an Officer of the Company for 34 years and on the Board of the Company for 3841 years.69.
March 2008. Qualifications include extensive business experience serving as an Officer of the Company for 24 years and on the Board of the Company for 3538 years.61.
August 2006. Previously, President, Chief Financial Officer and Director of Finance of Beall’s Inc. from 1984 to 2006 and various positions with KPMG LLP from 1978 to 1984. Serves on the Audit Committee as an Audit Committee financial expert. Qualifications include extensive experience in business and accounting, including serving as Chief Executive Officer and Chief Financial Officer of a retail company, and qualifying to serve as an Audit Committee financial expert. Director since 2013. Age 60.
Directordirector as a nominee for Directordirector of the Company. Age 57.
E. Vane McClurgPrivate investor. Previously, Attorney-at-law, law firm of Hahn McClurg, P.A. from January 2006 to December 2007 and law firm of Hahn, McClurg, Watson, Griffith & Bush. Qualifications include extensive business law and community banking experience and serving on the Board of the Company for 24 years.Director since 1988. Age 71.
Maria A. SastrePresident and Chief Operating Officer of Signature Flight Support Corporation since January 2013. Previously, Chief Operating Officer of Signature Flight Support Corporation from May 2010 to December 2012. President and Chief Executive Officer of Take Stock in Children from January 2009 to May 2010. Vice President of Sales and Marketing, Latin America and Caribbean, for Royal Caribbean International, Celebrity Cruises and Azamara Cruises, all units of Royal Caribbean Cruises, Ltd., from January 2008 to September 2008. Additional Vice President positions with Royal Caribbean International from 2000 to 2007. Qualifications include extensive business experience in different industries and experience serving on public company boards. Currently serves as a Director of Darden Restaurants, Inc.Director since 2005. Age 57.56. PUBLIX SUPER MARKETS, INC.
Beginning with the Annual Meeting on April 14, 2015, the Board of Directors consisted of Carol Jenkins Barnett, Hoyt R. Barnett, William E. Crenshaw, Jane B. Finley, G. Thomas Hough, Charles H. Jenkins, Jr., Chairman, Howard M. Jenkins, Stephen M. Knopik and Maria A. Sastre. All committee members attended all meetings of the Nominating Committee. “Beneficial ownership” means the sole or shared voting or investment power with respect to the Company’s common stock. In accordance with the beneficial ownership regulations, the same shares of common stock may be Ms. Barnett has sole voting and investment power over Mr. Barnett has sole voting and investment power over 553,362 shares of common stock which are held directly, sole voting and investment power over Mr. Crenshaw has sole voting and investment power over Ms. Finley has sole voting and investment power over Mr. Mr. C. Jenkins, Jr. has sole voting and investment power over Mr. H. Jenkins has sole voting and investment power over Mr. Jones, Sr. has sole voting and investment power over Mr. Knopik has sole voting and investment power over 6,338 shares of common stock which are held directly. requirements. connection with the 2017 Annual Meeting. The base salaries for the named executive officers are presented in the Summary Compensation Table. 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 purposes. compensation. William E. Crenshaw (41) Chief Executive Officer (36) (31) (10) (18) General Counsel and Secretary William E. Crenshaw - - Randall T. Jones, Sr. - - David P. Phillips - - Laurie Z. Douglas - - John A. Attaway, Jr. - - Market Value of Equity Awards: Other Equity Plan Awards: Value of Aggregate Distributions (3) William E. Crenshaw Randall T. Jones, Sr. David P. Phillips Laurie Z. Douglas John A. Attaway, Jr. Maria A. Sastre. Carol Jenkins Barnett and Howard M. Jenkins elected not to receive compensation for their service as directors in 2015. Carol Jenkins Barnett Jane B. Finley Sherrill W. Hudson Charles H. Jenkins, Jr. Howard M. Jenkins E. Vane McClurg Maria A. Sastre Stephen M. Knopik. Audit fees (1) Audit-related fees(2) Tax fees(3) All other fees(4) Past stock performance shown below is no guarantee of future performance. l Publix p S&P 500 n Peer Group (1) By-Laws.Director and 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.2012.2015. All directors attended all meetings of the Company’s Board of Directors held in 2012.2015 except one director who missed one meeting. In addition, all directors attended all Board committee meetings. The Company does not have a specific policy regarding director attendance at the Annual Meeting of Stockholders;Meeting; however, all directors except Hoyt R. Barnett and Maria A. Sastre attended the last Annual Meeting of Stockholders on April 17, 2012. During 2012,14, 2015. Prior to the Annual Meeting on April 14, 2015, the Board of Directors consisted of Carol Jenkins Barnett, Hoyt R. Barnett, William E. Crenshaw, Jane B. Finley, Sherrill W. Hudson, Charles H. Jenkins, Jr., Chairman, Howard M. Jenkins, E. Vane McClurgStephen M. Knopik and Maria A. Sastre.Sherrill W. Hudson, E. Vane McClurg,G. Thomas Hough, Stephen M. Knopik, Maria A. Sastre and new director nominee Stephen M. KnopikJessica 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.E. Vane McClurgG. Thomas Hough and Maria A. Sastre have no material relationship with the Company other than as a director. The Board of Directors considered the fact that Sherrill W. Hudson serves as Chairman of the Board of TECO Energy, Inc., a provider of energy to the Company. The Board of Directors determined that Mr. Hudson’s position with TECO Energy, Inc. does not interfere with the exercise of his independent judgment in that (1) payments made by the Company to TECO Energy, Inc. are less than 2% of TECO Energy, Inc.’s consolidated gross revenue and (2) TECO Energy, Inc. operates a regulated public utility which charges the Company rates in conformity with applicable regulatory authority. The Board of Directors also considered the fact that Stephen M. Knopik is the Chief Executive Officer of Beall’s Inc., which through its subsidiaries leases space in severalnine Company owned shopping centers. The Board of Directors determined that Mr. Knopik’s position with Beall’s Inc. does not interfere with the exercise of his independent judgment in that (1) lease payments (including rent, common area maintenance and real estate taxes) received by the Company from Beall’s Inc. during 20122015 are less than 2% of Beall’s Inc.’s consolidated gross revenue and (2) the terms of Beall’s Inc.’s lease agreements with the Company are not more favorable than terms that would have been provided to unaffiliated third parties.PUBLIX SUPER MARKETS, INC.2012,2015, each of which is described below: Executive, Compensation, Audit, Corporate Governance and Nominating.2012,2015, the Executive Committee held six 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.is appointed by the Board of Directorshas 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 2012,2015, the Compensation Committee held four meetingsmeetings. Prior to the Annual Meeting on April 14, 2015, the Compensation Committee held one meeting and consisted of Jane B. Finley, Chairwoman, Sherrill W. Hudson and E. Vane McClurg.Stephen M. Knopik. Subsequent to the Annual Meeting on April 14, 2015, the Compensation Committee held three meetings and consisted of Jane B. Finley, Chairwoman, Stephen M. 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. to the Board of Directors 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 2012,2015, the Audit Committee held six meetingsfour meetings. 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 Maria A. Sastre.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 and Sherrill W. Hudsonall 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.director compensation for non-employee directors independent of management. The Corporate Governance Committee operates under a written charter. During 2012,2015, the Corporate Governance Committee held four meetings. Prior to the Annual Meeting on April 14, 2015, the Corporate Governance Committee held one meeting and consisted of Hoyt R. Barnett, Stephen M. Knopik, Chairman, and Maria A. Sastre. Subsequent to the Annual Meeting on April 14, 2015, the Corporate Governance Committee held three meetings and consisted of Hoyt R. Barnett, E. Vane McClurg,G. Thomas Hough, Stephen M. Knopik, Chairman, and Maria A. Sastre. A majority 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 Corporate Governance Committee.2012,2015, the Nominating Committee held three meetings. Prior to the Annual Meeting on April 14, 2015, the Nominating Committee held one meeting and consisted of Hoyt R. Barnett, Chairman, Charles H. Jenkins, Jr., and Howard M. Jenkins and E. Vane McClurg. All committee members attendedJenkins. Subsequent to the meeting ofAnnual Meeting on April 14, 2015, the Nominating Committee.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.PUBLIX SUPER MARKETS, INC.has nodoes 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. In general, candidatesCandidates 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.—no conflict of interest—willingness to devote adequate time and effort to Board responsibilities—ability to work with current Board of Directors—ability to assess corporate strategy—willingness to provide management oversight—broad business experience, judgment and leadership—significant years of management experience in a senior policy-making position—knowledge of the supermarket business or other retail business and—knowledge of business trends including, but not limited to, relevant regulatory affairs.PUBLIX SUPER MARKETS, INC.sets forthpresents 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 5, 20132, 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 includespresents the persons (including any group deemed a “person” under Rule 13d-3 of the Securities Exchange Act of 1934) known by the Company to be a beneficial owner of more than 5% of the Company’s outstanding common stock.Name of beneficial ownerNumber of shares of common stockbeneficially owned as of February 5, 2013 (1)% of class Carol Jenkins Barnett 39,056,026 (2)5.05 Hoyt R. Barnett 3,514,351 (3)* William E. Crenshaw 8,704,571 (4)1.12 Jane B. Finley 11,350 (5)* Sherrill W. Hudson 20,000 (6)* Charles H. Jenkins, Jr. 7,728,494 (7)1.00 Howard M. Jenkins 23,028,009 (8)2.98 Stephen M. Knopik ------ E. Vane McClurg 4,458,809 (9)* Maria A. Sastre 9,381 (10)* John A. Attaway, Jr. 63,344 (11)* Laurie Z. Douglas 78,166 (12)* Randall T. Jones, Sr. 59,856 (13)* David P. Phillips 330,699 (14)* Employee Stock Ownership Plan (ESOP)239,592,356 (15)30.96 401(k) Plan 66,221,878 (16)8.56 All directors and executive officers as a group (38) 89,525,013 (17)11.57 Name of beneficial owner % of class Carol Jenkins Barnett 28,903,749 3.76 Hoyt R. Barnett 1,759,028 * Jessica L. Blume — — William E. Crenshaw 8,430,282 1.10 Jane B. Finley 12,050 * G. Thomas Hough 4,000 * Charles H. Jenkins, Jr. 7,042,931 * Howard M. Jenkins 22,755,494 2.96 Randall T. Jones, Sr. 65,667 * Stephen M. Knopik 6,338 * David P. Phillips 376,432 * Maria A. Sastre 11,331 * Laurie Z. Douglas 82,240 * John A. Attaway, Jr. 74,690 * Tina P. Johnson 16,033,634 2.09 Employee Stock Ownership Plan 218,226,541 28.39 401(k) Plan 71,466,131 9.30 All directors and executive officers as a group 69,757,669 9.07 (1) includedpresented as beneficially owned by more than one individual or entity. The address for all beneficial owners is 3300 Publix Corporate Parkway, Lakeland, Florida 33811 with a mailing address of P.O. Box 407, Lakeland, Florida 33802-0407.(2) 37,592,52828,903,749 shares of common stock which are held directly and shared voting and investment power over 31,296 shares of common stock which are held indirectly. Total shares beneficially owned include 1,432,202 shares of common stock which are held indirectly as to which Ms. Barnett has no voting or investment power.directly. Total shares beneficially owned exclude 3,483,0551,759,028 shares of common stock beneficially owned by her husband, Mr. Barnett, as tofor which Ms. Barnett disclaims beneficial ownership.(3) 2,928,054948,923 shares of common stock which are held indirectly, sharedsole voting and shared investment power over 31,296254,904 shares of common stock which are held indirectly and no voting and shared investment power over 1,6391,839 shares of common stock which are held indirectly. Total shares beneficially owned exclude 39,024,73028,903,749 shares of common stock beneficially owned by his wife, Ms. Barnett, as tofor which Mr. Barnett disclaims beneficial ownership. Total shares beneficially owned by Mr. Barnett exclude 239,339,111 shares of common stock also shown as beneficially owned by the Company’s ESOP. Mr. Barnett is Trustee of the ESOP. He exercises sole voting power over 1,402,022 shares of common stock owned by the ESOP. For ESOP shares allocated to participants’ accounts, Mr. Barnett will vote the shares as instructed by participants; however, he will vote the shares at his discretion if no instruction is received from participants.(4) 1,904,8632,017,455 shares of common stock which are held directly, sole voting and investment power over 6,520,1096,126,561 shares of common stock which are held indirectly, sole voting and shared investment power over 171,458173,659 shares of common stock which are held indirectly, shared voting and investment power over 106,502110,768 shares of common stock which are held indirectly and no voting and shared investment power over 1,6391,839 shares of common stock which are held indirectly. Mr. Crenshaw has pledged as collateral 744,00095,745 shares of common stock.(5) 11,35012,050 shares of common stock which are held directly.(6) HudsonHough has sole voting and investment power over 2,5004,000 shares of common stock which are held directly and shared voting and investment power over 17,500 shares of common stock which are held directly.7PUBLIX SUPER MARKETS, INC.BENEFICIAL OWNERSHIP OF SECURITIES (Continued)(7) 5,101,5594,788,958 shares of common stock which are held directly, shared voting and investment power over 2,980 shares of common stock which are held directly, shared voting and investment power over 2,425,9372,052,975 shares of common stock which are held indirectly and no voting and shared investment power over 198,018 shares of common stock which are held indirectly.(8) 2,858,7372,778,076 shares of common stock which are held directly, sole voting and investment power over 3,050 shares of common stock which are held indirectly sole voting and shared investment power over 190,796 shares of common stock which are held indirectly, shared voting and investment power over 19,974,368 shares of common stock which are held indirectly and no voting and shared investment power over 1,058 shares of common stock which are held indirectly. Total shares beneficially owned by Mr. H. Jenkins exclude 6,821,781 shares of common stock tofor which Mr. H. Jenkins disclaims beneficial ownership. Mr. H. Jenkins has pledged as collateral 1,000,000300,000 shares of common stock.(9) Mr. McClurg has sole voting and investment power over 2,434,994 shares of common stock which are held directly, sole voting and investment power over 1,973,815 shares of common stock which are held indirectly and shared voting and investment power over 50,000 shares of common stock which are held indirectly.(10)Ms. Sastre has sole voting and investment power over 5,220 shares of common stock which are held directly and shared voting and investment power over 4,161 shares of common stock which are held directly.(11)Mr. Attaway, Jr. has sole voting and shared investment power over 20,992 shares of common stock which are held indirectly, shared voting and investment power over 41,465 shares of common stock which are held directly and no voting and shared investment power over 887 shares of common stock which are held indirectly.(12)Ms. Douglas has sole voting and shared investment power over 5,297 shares of common stock which are held indirectly, shared voting and investment power over 35,930 shares of common stock which are held directly, shared voting and investment power over 35,568 shares of common stock which are held indirectly and no voting and shared investment power over 1,371 shares of common stock which are held indirectly.(13)1,8153,845 shares of common stock which are held directly, sole voting and investment power over 165 shares of common stock which are held indirectly, sole voting and shared investment power over 52,30754,508 shares of common stock which are held indirectly, shared voting and investment power over 3,9305,310 shares of common stock which are held directly and no voting and shared investment power over 1,6391,839 shares of common stock which are held indirectly.(14)(10) (11) Mr. Phillips has sole voting and investment power over 94,250116,087 shares of common stock which are held directly, sole voting and investment power over 31,02524,025 shares of common stock which are held indirectly, sole voting and shared investment power over 63,86066,061 shares of common stock which are held indirectly, shared voting and investment power over 139,925168,420 shares of common stock which are held indirectly and no voting and shared investment power over 1,6391,839 shares of common stock which are held indirectly.(15)(12) Mr. Barnett is Trustee of the ESOP which is the record owner of 239,592,356 shares of common stock. He exercises sole voting power over 1,402,022 shares of common stock owned by the ESOP. For ESOP shares allocated to participants’ accounts, Mr. Barnett will vote the shares as instructed by participants; however, he will vote the shares at his discretion if no instruction is received from participants.(16)Tina P. Johnson is Trustee of the Company’s common stock held in the 401(k) Plan, which is the record owner of 66,221,878 shares of common stock over which sheMs. Sastre has sole voting and shared investment power.(17)As a group, the directors and executive officers have sole voting and investment power over 50,864,1837,170 shares of common stock which are held directly soleand shared voting and investment power over 11,480,0154,161 shares of common stock which are held indirectly,directly.(13) Ms. Douglas has sole voting and shared investment power over 1,811,5317,497 shares of common stock which are held indirectly, shared voting and investment power over 774,14735,930 shares of common stock which are held directly, shared voting and investment power over 22,879,48737,182 shares of common stock which are held indirectly and no voting and shared investment power over 283,4481,631 shares of common stock which are held indirectly. Total shares beneficially owned include 1,432,202(14) Mr. Attaway, Jr. has sole voting and shared investment power over 23,193 shares of common stock which are held indirectly, as toshared voting and investment power over 50,465 shares of common stock which the director hasare held directly and no voting orand shared investment power over 1,032 shares of common stock which are held indirectly.(15) Ms. Johnson has sole voting and investment power over 121,054 shares of common stock which are held indirectly, sole voting and shared investment power over 59,402 shares of common stock which are held indirectly and shared voting and investment power over 167,643 shares of common stock which are held directly. Ms. Johnson also has sole voting and investment power over 15,685,535 shares of common stock as the trustee of trusts for which Ms. Johnson does not have a pecuniary interest. To avoid confusion, the total shares presented in the table as beneficially owned by Ms. Johnson exclude 71,464,291 shares of common stock held by the Company’s 401(k) Plan that may be deemed to be beneficially owned by Ms. Johnson in her capacity as Trustee of the Company’s common stock held by the 401(k) Plan. As a Trustee, Ms. Johnson exercises sole voting power over 71,466,131 shares of common stock held by the 401(k) Plan. Ms. Johnson is presented in the table because she may be deemed to beneficially own over 5% of the Company’s outstanding common stock as a result of the beneficial ownership attributable to her as a Trustee of the Company’s common stock held by the 401(k) Plan. (16) Mr. Barnett, Mr. Phillips and Ms. Johnson are Trustees on the Committee of Trustees of the ESOP (the Committee). The ESOP is the record owner of 218,226,541 shares of common stock. For ESOP shares allocated to participants’ accounts, the Committee will vote the shares as instructed by participants. The Committee will vote the shares at its discretion only if no instruction is received from participants. (17) Ms. Johnson is Trustee of the Company’s common stock held by the 401(k) Plan which is the record owner of 71,466,131 shares of common stock. She has sole voting and shared investment power over these shares, except to the extent of her individual holdings in the 401(k) Plan for which she has sole voting and investment power. (18) As a group, the directors and executive officers have sole voting and investment power over 39,194,497 shares of common stock which are held directly, sole voting and investment power over 7,103,881 shares of common stock which are held indirectly, sole voting and shared investment power over 686,499 shares of common stock which are held indirectly, shared voting and investment power over 198,122 shares of common stock which are held directly, shared voting and investment power over 22,363,431 shares of common stock which are held indirectly and no voting and shared investment power over 211,239 shares of common stock which are held indirectly. The total shares beneficially owned by the directors and executive officers as a group includes the shares of common stock held by the directors’ and executive officers’ individual ESOP and 401(k) Plan accounts. The directors and executive officers as a group have pledged as collateral 1,833,022395,745 shares of common stock. directors and stockholders of the Company are required to file reports of stock ownership and changes therein with the Securities and Exchange Commission.SEC. The Company believes that its directors, executive officers directors and stockholders complied with the Section 16 filing requirements except as follows. David S. Duncan, Linda S. Hall, Charles H. Jenkins, Jr. and Thomas M. McLaughlin each filed one Form 4 one day late. Jane B. Finley and Randall T. Jones, Sr. each filed one Form 4 two days late due to a system problem at a third party processor.thedirectors or executive officers or directors of the Company serving on the compensation or equivalent committee or board of directors of another entity which has any director or executive officer or director serving on the Compensation Committee or Board of Directors of the Company.PUBLIX SUPER MARKETS, INC. of the entry into Related Party Transactions. The Corporate Governance Committee is responsible for reviewing the material facts of all Related Party Transactions and either approving or disapproving the entry into a Related Party Transaction. In determining whether to approve or disapprove a Related Party Transaction, the Corporate Governance Committee takes into account,considers, among other factors it deems appropriate, whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances as well as the extent of the Related Party’s interest in the transaction. No director participates in any discussion or approval of a Related Party Transaction for which he or she is a Related Party. The Company defines a Related Party Transaction in its Related Party Transactions Policy as follows:2012,2015, the Company purchased approximately $1,913,000$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.Director nominee 2012,2015, the Company received approximately $2,311,000 of lease payments (including rent, common area maintenance and real estate taxes) from subsidiaries of Beall’s Inc. of approximately $1,227,000. The lease agreements associated with these payments were entered into prior to Mr. Knopik becoming a director nominee. The Corporate Governance Committee determined that the terms of the lease agreements are not more favorable than terms that would have been provided to unaffiliated third parties.2012,2015, the Compensation Committee directly engaged compensation consultants from Towers Watson to assist the Compensation Committee in its review of the Company’s executive compensation package. Towers Watson was engaged to provide executive compensation benchmarking information and possible alternatives for executive compensation design changes. The compensation work performed by Towers Watson did not raiseengage any conflict of interest as the additional services performed by Towers Watson are for actuarial reviews that have been performed for several years. The total fees for such additional services did not exceed $120,000.advisors. All of the members of the Compensation Committee of the Board of Directors are independent as defined by the rules of the New York Stock Exchange.PUBLIX SUPER MARKETS, INC.—offer pay and benefits that contribute to our associates’ financial security now and at retirement—offer wages that are competitive within our local markets—provide benefits that meet the diverse needs of our associates—reward associates for premier performance—provide opportunity for future rewards as a result of promotion from within—educate our associates on pay and benefits and—ensure equal opportunity in all aspects of pay and benefits.Index,(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.Group Index.Group. The review includes base pay and bonus pay components, focusing on cash compensation since the Company does not have any 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, Index, 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 Index.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.its 2011the 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 2010 (the Advisory Vote).officers. More than 98%99% of the advisory votes cast for the Advisory Vote approved such compensation. The Compensation Committee previously considered the results of the Advisory Voteadvisory vote in determining compensation policiespolices and decisions of the Company. The Advisory Voteadvisory vote affected the Company’s executive compensation policies and decisions by reaffirming the Company’s Compensation Philosophy.compensation philosophy.Compensation Committee continuesadvisory (non-binding) vote on the frequency of holding future advisory votes must be held every six years. The next opportunityforthe Company’s stockholders to use this philosophycast an advisory (non-binding) vote on the compensation of the Company’s named executive officers and on the frequency of such advisory votes will be in determining future compensation decisions.325375 participants, and the Supplemental Executive Retirement Plan (SERP), these components are available to all or large numbers of the Company’s employees. The Company does not have a specific compensation program focused solely on its named executive officers.10PUBLIX SUPER MARKETS, INC.EXECUTIVE COMPENSATION (Continued)Index, 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.Compensation Committee approved raises effective May 1, 2012 forCompany 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 follows: William E. Crenshaw – 4.5%, Randall T. Jones, Sr. – 4.5%, David P. Phillips – 4.5%, Laurie Z. Douglas – 4.5%reported in their most recent public filings as of April 1, 2015. Based on this analysis, it was determined the total cash compensation (base salary and John A. Attaway, Jr. – 4.5%. During 2012,incentive bonus) paid to the Company’s Chief Executive Officer was 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 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 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 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.under Compensation Philosophyabove since the total compensation of the Company’s named executive officers is significantly less than the compensation of the named executive officers in itsthe Company’s Peer Group Index. In addition,Group. The Compensation Committee approved raises effective May 1, 2015 for the named executive officers as follows: William E. Crenshaw - 5%, Randall T. Jones, Sr. - 11%, David P. Phillips - 11%, Laurie Z. Douglas - 11% and John A. Attaway, Jr. - 11%. At his request, William E. Crenshaw’s raise was limited to 5% even though factor (2) would have resulted in a significantly higher raise. The base salaries for the named executive officers are listed in the Summary Compensation Table. The pay differences between the named executive officers are considered appropriate for their levels of responsibility. executive 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 executive 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.annual bonuses areincentive 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 Planincentive bonus is being paid. not receive a bonus in excess of the Target Bonus of two months pay for 20122015 as the Company’s actual results did not exceedexceeded its Performance Goals. Over the past five fiscal years including 2012,2015, the Incentive Bonus Participants received an average incentive bonus of two2.3 months pay or approximately 15%17.7% of their base salary.Incentive Bonus Participants received the Target Bonus of two months or more in threefour of the past five years or 60%80% of the time.11PUBLIX SUPER MARKETS, INC.EXECUTIVE COMPENSATION (Continued)the past five years unless unexpected circumstances arise. Achieving the Target Bonus is dependent on the Company’s sales and profit results for the year which are dependent onaffected 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.(compensation(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 20122015 compensation in excess of $250,000.$265,000. Company contributions to the ESOP earned by the named executive officers are includedpresented 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, theestablishedhas a Supplemental Executive Retirement Plan (SERP)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. PriorIn addition, since dividends are paid to the implementationESOP participants on their ESOP shares of common stock, dividend equivalents are paid on the SERP shares. The 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 includedpresented 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.During 2012,For 2015, the Board of Directors approved a match of 50% of eligible annual contributions up to 3% of eligible annual compensation, not to exceed amaximum match of $750 per employee. The match, which is determined as of the last day of the plan year and paid in the subsequent year, is in common stock of the Company. The 401(k) Plan does not discriminate, in scope, terms or operation, in favor of the named executive officers. Company matching contributions earned by the named executive officers are listedpresented in the Summary Compensation Table. Non-employee directors of the Company’s Board of Directors do not participate in the 401(k) Plan.20122015 of less than $10,000 per named executive officer.12PUBLIX SUPER MARKETS, INC.EXECUTIVE COMPENSATION (Continued)—long-term cash incentives—stock options, stock awards or other equity incentives or—employment contracts/change in control agreements/severance agreements.resultsperformance of the Company’s common stock performance.stock. However, since the retirement benefits are substantially in the form of Company common stock, there is a long-term link between compensation paid to the named executive officers and any gain or loss realized by the Company’s stockholders.A limitation on deductibility of compensation may occur under 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.$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.purposes; however, only a limited amount of the Chief Executive Officer’s compensation exceeds the deductible amount.chief executive officerChief Executive Officer and chief financial officerChief Financial Officer to repay to the Company certain amounts received by such officers if the Company restates its financial statements as a result of financial reporting misconduct. The amounts to be repaid consist of (1) any bonus or other incentive-based or equity-based compensation received from the Company during the 12 month period following the filing of the financial statements in question and (2) any profits realized from the sale of the Company’s common stock during that 12 month period. In addition, to the extent permitted by applicable law, the Company may recover incentive compensation from others as a result of such financial reporting misconduct. In such a situation, the Board of Directors would exercise its judgment to determine what action it deems appropriate, including recovery of the incentive payments.Index CompaniesIndex companies included in the performance graphsPerformance Graphs in the Company’s Form 10-K and this Proxy Statement.PUBLIX SUPER MARKETS, INC.providespresents information concerning the compensation of the Company’s Chief Executive Officer and the four other named executive officers for 2012, 20112015, 2014 and 2010.2013.Year Salary Bonus Stock
AwardsOption
Awards
Compensation (1)Change in
Pension
Value and
Nonqualified
Deferred
Compensation
EarningsAll Other
CompensationTotal (38)2015
2014
2013201220112010-
-
--
-
-$849,765809,710777,400
-
--
-
----------$109,561172,801195,635---86,507 93,453 ((2)2)21,580 (3)85,70220,970 (3)1,045,8331,004,091994,0051,249,747 (33)2015
2014
2013201220112010-
-
--
-
-700,400667,430635,099
-
--
-
----------90,303142,437159,825---71,398 86,560 (2)21,580 74,183 (3)20,970 72,753 (3)(4)862,101831,447815,894(28)2015
2014
2013201220112010-
-
--
-
-687,710655,345623,560
-
--
-
----------88,667139,858156,921---70,126 85,014 (2)21,580 72,862 (3)20,970 71,457 (3)(4)846,503816,783801,451(7)2015
2014
2013201220112010-
-
--
-
-582,510555,075528,155
-
--
-
----------75,103118,459132,912---59,583 72,188 (2)21,580 61,897(3)20,970 60,709 (3)(4)717,196695,114682,037(15)2015
2014
2013201220112010-
-
--
-
-472,840450,595427,520
-
--
-
----------60,96496,162107,587---48,570 58,815 (2)21,580 50,466 (3)20,970 49,506(3)(4)582,374568,337556,077(1)(1) Amounts in this column include incentive bonus planrepresent Incentive Bonus Plan payments earned in the applicable year but paid in the subsequent year.(2)(2) Amounts represent the Company’s contributions to the ESOP, SERP for 2011 paid in 2012 and 401(k) Plan and estimated contributions to the ESOP for 2012.2015. The amount included for the ESOP and 401(k) Plan and ESOP for alleach named executive officersofficer was $22,000.$23,275.(3)Amounts represent the Company’s contribution to the 401(k) Plan and estimated contribution to the ESOP. The actual contributions for 2011 and 2010 for all named executive officers were $21,536 and $21,058, respectively.
Awards (1)Estimated Future Payouts Under
Equity Incentive Plan AwardsAll Other Stock Awards: Number of Shares of Stock or Units All Other StockAwards:Numberof Sharesof Stockor UnitsAll Other
Option
Awards:
Number of
Securities
Underlying
OptionsExercise
or Base
Price of
Option
AwardsName Grant
DateThreshold Threshold Target Max Threshold Target Max 2015
2014
2013201220112010
-
--
--
-
-$-
-
-109,561-172,801195,635
--
-
--
-
--
-------------------2015
2014
2013201220112010
-
--
--
-
--
-
-90,303-142,437159,825
--
-
--
-
--
-------------------2015
2014
2013201220112010
-
--
--
-
--
-
-88,667-139,858156,921
--
-
--
-
--
-------------------2015
2014
2013201220112010
-
-159,250
109,921
118,825-
--
-
--
-
-75,103-118,459132,912
--
-
--
-
--
-------------------2015
2014
2013201220112010
-
--
--
-
--
-
-60,964-96,162107,587
--
-
--
-
--
-------------------(1)(1) Amounts in this column include incentive bonus planrepresent Incentive Bonus Plan payments earned in the applicable year but paid in the subsequent year. These incentive bonus planIncentive Bonus Plan payments are the same payments disclosed in the Summary Compensation Table as Non-Equity Incentive Plan Compensation.PUBLIX SUPER MARKETS, INC. Option Awards Stock Awards Name
Securities
Underlying
Options
ExercisableNumber of
Securities
Underlying
Unexercised
Options
UnexercisableEquity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
OptionsOption
Exercise
PriceOption
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
Shares or
Units of
Stock That
Have Not
Vested
Incentive
Plan
Number of
Unearned
Shares,
Units or
Rights That
Have Not
Vested
Incentive
Market or
Payout
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested Option Awards Stock Awards Name Number of Shares
Acquired on
ExerciseValue Realized
on ExerciseNumber of Shares
Acquired on VestingValue Realized on
Vesting Name Plan Name Number of Years of
Credited ServicePresent Value
of Accumulated
BenefitPayments During Last Fiscal Year Payments During Last Fiscal Year Name Executive
Contributions
in Last Fiscal
Year Registrant
Contributions in
Last Fiscal Year (1) Aggregate
Earnings in
Last Fiscal
Year(2)
Withdrawals/ Aggregate
Balance at
Last Fiscal
Year End - $64,507 - - $64,507 - 49,398 - - 49,398 - 48,126 - - 48,126 - 37,583 - - 37,583 - 26,570 - - 26,570 Name Aggregate Balance at Beginning of 2015 Executive Contributions in 2015 William E. Crenshaw $259,993 - $70,178 $73,976 $7,497 $396,650 Randall T. Jones, Sr. 202,838 - 63,285 58,487 6,021 318,589 David P. Phillips 197,616 - 61,739 56,990 5,868 310,477 Laurie Z. Douglas 154,305 - 48,913 44,563 4,596 243,185 John A. Attaway, Jr. 109,124 - 35,540 31,601 3,270 172,995 (1)(1) Amounts in this column represent the Company’s contributions under the recently established SERP. The amounts are also included in the Summary Compensation Table as All Other Compensation.(2)Earnings or losses on the SERP amounts will be based on the dividends and(2) Amounts in this column represent the increase or decrease in the value of the Company’s common stock. There were no earnings or losses in 2012 due toSERP shares during 2015 based on the SERP’s effective date in December 2012.(3)Distributions will be made from the SERP each year equivalent to the dividends that would be paid onNovember 1, 2015 market price of the Company’s common stock for each named executive officer’s account balance. No other distributions will be made prior toand dividend equivalents received on the SERP shares during 2015. Because the named executive officer’s separation from employment.15PUBLIX SUPER MARKETS, INC.(3) Amounts in this column represent dividend equivalents on the SERP shares distributed during 2015. Sherrill W. HudsonStephen M. Knopik and E. Vane McClurg.2012,2015, non-employee directors received a quarterly retainer of $12,875$15,500 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $3,000 for serving on the Audit Committee and members of the Corporate Governance Committee received a quarterly retainer of $1,600 for serving on the Corporate Governance Committee. Beginning in the third quarter of 2012, non-employee directors received a quarterly retainer of $13,500 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $3,250$3,800 for serving on the Audit Committee, members of the Corporate Governance Committee received a quarterly retainer of $1,650$1,850 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $1,650$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 2012, a Board meeting was held inFrom time to time, the Company’s Miami Division so theCompany may transport directors departingto and from the corporate office in Lakeland, Florida were transported to the meetingsuch meetings in a Company airplane.2012.2015. Directors that are employees of the Company do not receive additional compensation for service on the Board or as members of any of its committees.Name Fees Earned or
Paid in Cash Stock Awards Non-Equity
Incentive Plan
Compensation Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total $52,750 - - - - $52,750 68,550 - - - - 68,550 68,550 - - - - 68,550 52,750 - - - - 52,750 52,750 - - - - 52,750 62,550 - - - - 62,550 71,750 - - - - 71,750 Name Fees Earned or Paid in Cash Stock Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation Total Jane B. Finley $87,450 - - - - $87,450 G. Thomas Hough 66,300 - - - - 66,300 Sherrill W. Hudson 21,150 - - - - 21,150 Charles H. Jenkins, Jr. 64,000 - - - - 64,000 Stephen M. Knopik 95,050 - - - - 95,050 Maria A. Sastre 77,350 - - - - 77,350 29, 2012.26, 2015. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended and adopted by the Public Company Accounting Oversight Board.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.Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 201226, 2015 for filing with the SEC. This report is submitted by the following members of the Audit Committee: Jane B. Finley, Sherrill W. Hudson,G. Thomas Hough, Chairman, and Maria A. Sastre.PUBLIX SUPER MARKETS, INC.2012.2015. The Audit Committee will make its recommendation to the Board of Directors as to the Company’s independent registered public accounting firm for 20132016 later this year. of Stockholders with an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.29, 201226, 2015 and December 31, 201127, 2014 were as follows:Amounts are in thousands 2012 2011 $ 1,085 1,276 52 52 37 25 32 --- $ 1,206 1,353 Amounts are in thousands 2015 2014 $ 943 946 52 52 — 42 — 35 $ 995 1,075 during the last fiscal year for audit and non-audit services and has determined that the provision of the non-audit services are compatible with the firm’s independence.2012,2015, each new engagement of the independent registered public accounting firm was approved in accordance with the policy.(1)(1) Fees for audit services include fees associated with the annual audit of the Company’s consolidated financial statements and reviews of the Company’s quarterly consolidated financial statements. (2)(2) Fees for audit-related services include fees associated with the annual audit of the Company’s employee benefit plans. (3)(3) Fees for tax services include fees associated with tax compliance, tax advice and tax planning. (4)(4) Fees for other services include fees associated with agreed upon procedures not related to the performance of the audit or review of the Company’s consolidated financial statements. PUBLIX SUPER MARKETS, INC.29, 2012,26, 2015, compared to the cumulative total return on the S&P 500 Index and a custom Peer Group Index including retail food supermarket companies.(1) The Peer Group Index is weighted based on the various companies’ market capitalization. The comparison assumes $100 was invested at the end of 20072010 in the Company’s common stock and in each of the related indices and assumes reinvestment of dividends.calendartrading price as of the Company’s fiscal year end trading prices.end. The performance graph on page 8 of the Company’s 20122015 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). Because the Company’s fiscal year end valuation of the Company’s shares is effective after the date its Annual Report on Form 10-K was filed with the SEC, a performance graph based on the fiscal year end valuation is not presented in the 2012 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, 2013)2016).
2007 2008 2009 2010 2011 2012 $100.00 79.54 87.97 108.61 119.25 128.37 100.00 60.46 79.93 90.98 92.97 106.05 100.00 77.47 77.72 78.72 80.85 79.99 
2010 2011 2012 2013 2014 2015 
Publix $100.00 109.80 118.19 157.39 208.40 246.92 
S&P 500 100.00 102.19 116.57 156.33 180.99 182.38 
100.00 103.90 101.00 153.12 201.99 258.75 (1)(1) Companies included in the Peer Group are:are Ahold, Delhaize Group, Kroger, Safeway, Supervalu and Weis Markets. Winn DixieSafeway is no longer included in the Peer Group due to its acquisition by Bi-LoAlbertson’s in 2012.2015.PUBLIX SUPER MARKETS, INC.20142017 Annual Meeting of Stockholders must be received at the Company’s corporate office prior to November 14, 201310, 2016 for consideration for inclusion in the Proxy Statement relating to that meeting. A stockholder wishing to nominate a director or bring other business before the stockholders at the 20142017 Annual Meeting of Stockholders must notify the Company’s Secretary in writing on or before December 17, 201313, 2016 and include in such notice the specific information required by the Company’s Amended and Restated By-laws.
John A. Attaway, Jr.SecretaryLakeland, FloridaMarch 1, 2013
Company’s 20122015 Annual Report on Form 10-K, as filed with the SEC, is being mailed with this Proxy Statement on or about March 14, 201310, 2016 to stockholders of record and beneficial owners as of the close of business on February 5, 2013.2, 2016. These reports may also be obtained electronically, free of charge, through the Company’s website at www.publix.com/annual.19PUBLIX SUPER MARKETS, INC.ANNUAL MEETING OF STOCKHOLDERSAPRIL 16, 2013Admission TicketThis ticket is valid for your admission to the Annual Meeting of Stockholders. Please note that seating space for the meeting is on a first-come, first-serve basis. You may be asked to present a valid picture identification such as a driver’s license, state-issued identification or passport to enter the meeting.Photographs or recordings of the meeting are not permitted.LocationPublix Corporate Office3300 Publix Corporate ParkwayLakeland, Florida 33811Meeting TimesRegistration begins: 8:30 a.m.Seating begins: 8:45 a.m.Meeting begins: 9:30 a.m.Bring this admission ticket with you to the Annual Meeting of Stockholders on April 16, 2013.Do not return this half of your proxy card to Publix as this ticket admits you to the meeting.FOLDANDDETACHHERE.KEEPTHISHALFOFTHEPROXYCARDASYOURADMISSIONTICKETIFYOUPLANTOATTENDTHEANNUALMEETING.PUBLIX SUPER MARKETS, INC.PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETINGOF STOCKHOLDERS TO BE HELD ON APRIL 16, 2013The Publix Board of Directors recommends a vote FOR the nominees listed in Item 1 of this proxy card. You are encouraged to specify your choice on the reverse side of this proxy card by filling in the appropriate circles using a black ink pen. You need not fill in any circles for Item 1 if you wish to vote in accordance with the Board of Directors’ recommendation. Please be careful to not make any stray marks outside of the circles corresponding to your choices. To complete your voting instructions, sign and date your proxy card, and return it promptly to Publix using the enclosed envelope. The shares represented by this proxy card will not be voted unless you properly sign, date and return this proxy card by April 16, 2013, prior to the Annual Meeting of Stockholders.If you plan to attend the Annual Meeting of Stockholders in person, please mark the appropriate circle below and bring your admission ticket (the top half of this proxy card) with you to the meeting.Do not return the top half of this proxy card to Publix.¡I plan to attend the Annual Meeting of Stockholders in person on April 16, 2013.¡I have multiple accounts and do not want to receive Publix’s Annual Report to Stockholders for this account.(You should not fill in this circle on one proxy card.)¡The address printed on this proxy card is incorrect. My new address is:For Publix’s Use Only
2013 1 - 463 YOUR PROXY CARD MUST BE RECEIVED PRIOR TO THEANNUAL MEETING ON APRIL 16, 2013.YOUR VOTE IS VERY IMPORTANT TO US.FOLDANDDETACHHERE.KEEPTHISHALFOFTHEPROXYCARDASYOURADMISSIONTICKETIFYOUPLANTOATTENDTHEANNUALMEETING.Fill in the circles using a black ink pen, and be careful to not make any stray marks outside of the circles correspondingto your choices.
1. Election of Directors– The Publix Board of Directors recommends a voteFOR the nominees listed below. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Carol Jenkins Barnett¡¡¡Sherrill W. Hudson¡¡¡Stephen M. Knopik¡¡¡Hoyt R. Barnett¡¡¡Charles H. Jenkins, Jr.¡¡¡E. Vane McClurg¡¡¡William E. Crenshaw¡¡¡Howard M. Jenkins¡¡¡Maria A. Sastre¡¡¡Jane B. Finley¡¡¡2. Other Matters –The proxies named below, in their discretion, may vote the shares represented by this proxy card upon such other matters as may properly come before the Annual Meeting of Stockholders.The undersigned has received the Notice of Annual Meeting of Stockholders (“Meeting”) to be held on April 16, 2013, the Proxy Statement dated March 1, 2013, and the 2012 Annual Report to Stockholders for the Meeting. The undersigned hereby appoints Charles H. Jenkins, Jr., William E. Crenshaw and Randall T. Jones, Sr., or any of them, as proxies with full power of substitution, to vote all shares of Publix common stock that the undersigned is entitled to vote at the Meeting, and at any adjournments or postponements thereof, as described above. The undersigned acknowledges that the signing of this proxy card revokes any and all proxies previously given to vote the shares represented by this proxy card at the Meeting.SignatureDateSignature(s) if held jointlyDateNote:Please sign exactly as your name appears above. Joint owners must each sign. When signing as attorney-in-fact, executor, administrator, trustee, guardian or other representative capacity, please give full title as such.2013 1 - 463
PUBLIX SUPER MARKETS, INC.ANNUAL MEETING OF STOCKHOLDERSAPRIL 16, 2013Admission TicketThis ticket is valid for your admission to the Annual Meeting of Stockholders. Please note that seating space for the meeting is on a first-come, first-serve basis. You may be asked to present a valid picture identification such as a driver’s license, state-issued identification or passport to enter the meeting.Photographs or recordings of the meeting are not permitted.LocationPublix Corporate Office3300 Publix Corporate ParkwayLakeland, Florida 33811Meeting TimesRegistration begins:8:30 a.m.Seating begins:8:45 a.m.Meeting begins:9:30 a.m.Bring this admission ticket with you to the Annual Meeting of Stockholders on April 16, 2013.Do not return this half of your proxy card to Publix as this ticket admits you to the meeting.
FOLDANDDETACHHERE.KEEPTHISHALFOFTHEPROXYCARDASYOURADMISSIONTICKETIFYOUPLANTOATTENDTHEANNUALMEETING.Fill in the circles using a black ink pen, and be careful to not make any stray marks outside of the circles corresponding toyour choices.
1. Election of Directors –The Publix Board of Directors recommends a voteFOR the nominees listed below. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Carol Jenkins Barnett¡¡¡Sherrill W. Hudson¡¡¡Stephen M. Knopik¡¡¡Hoyt R. Barnett¡¡¡Charles H. Jenkins, Jr.¡¡¡E. Vane McClurg¡¡¡William E. Crenshaw¡¡¡Howard M. Jenkins¡¡¡Maria A. Sastre¡¡¡Jane B. Finley¡¡¡2. Other Matters –The Trustee of the ESOP or his designee, in such person’s discretion, may vote the Account Shares represented by this proxy card upon such other matters as may properly come before the Annual Meeting of Stockholders.¡Please mark this circle if you plan to attend the Annual Meeting of Stockholders in person on April 16, 2013.SignatureDateNote:Please sign exactly as your name appears above. When signing as attorney-in-fact, executor, administrator, trustee, guardian or other representative capacity, please give full title as such.2013 R
TO THE PARTICIPANTS OF THE PUBLIX SUPER MARKETS, INC.EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”)Dear ESOP Participant:The Publix Super Markets, Inc. Annual Meeting of Stockholders (“Meeting”) is being held at the Publix Corporate Office, 3300 Publix Corporate Parkway, Lakeland, Florida 33811 at 9:30 a.m. on April 16, 2013. At the Meeting, the Trustee of the ESOP, Hoyt R. Barnett, or his designee, will vote the shares of Publix common stock allocated to your ESOP account according to your voting instructions.The Publix Board of Directors recommends a vote FOR the nominees listed in Item 1 of this proxy card. You can specify your choice on the reverse side of this proxy card by filling in the appropriate circles using a black ink pen. Please be careful to not make any stray marks outside of the circles corresponding to your choices. If you indicate ABSTAIN for any director nominees on your proxy card, the Trustee or his designee will not exercise voting rights for your ESOP shares with respect to such director nominees.To complete your voting instructions, sign and date your proxy card, and return it promptly to Publix using the enclosed envelope. If your properly completed, signed and dated proxy card is not received prior to the Meeting, the Trustee or his designee will vote your ESOP shares in his discretion.If you plan to attend the Meeting in person, please mark the appropriate circle on the reverse side of this proxy card and bring your admission ticket (reverse side of this proxy card) with you to the Meeting.Do not return this half of the proxy card to Publix.Thank you,Plan AdministratorPublix Super Markets, Inc.March 1, 2013FOLDANDDETACHHERE.KEEPTHISHALFOFTHEPROXYCARDASYOURADMISSIONTICKETIFYOUPLANTOATTENDTHEANNUALMEETING.PUBLIX SUPER MARKETS, INC.REQUEST FOR VOTING INSTRUCTIONS IN CONNECTION WITHTHE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 16, 2013The undersigned has received the Notice of Annual Meeting of Stockholders (“Meeting”) to be held on April 16, 2013, the Proxy Statement dated March 1, 2013, and the 2012 Annual Report to Stockholders for the Meeting. The undersigned, a participant of the Publix Super Markets, Inc. Employee Stock Ownership Plan (“ESOP”), with respect to all shares of Publix common stock allocated to the ESOP account of the undersigned, the voting rights of which are accorded to the undersigned under the ESOP (the “Account Shares”), hereby requests and instructs Hoyt R. Barnett, Trustee of the ESOP, or the Trustee’s designee, as proxy to vote all of the Account Shares that the undersigned is entitled to vote at the Meeting, and at any adjournments or postponements thereof, 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 vote as described on the reverse side of this proxy card. The undersigned acknowledges that the signing of this proxy card revokes any and all proxies previously given to vote the Account Shares represented by this proxy card at the Meeting.The Account Shares of the undersigned will be voted as instructed on the reverse side of this proxy card by the Trustee or his designee if this proxy card is properly executed and received by the Plan Administrator prior to the Meeting on April 16, 2013. If no voting instructions are marked but the undersigned has signed and dated the proxy card, the Trustee or his designee will vote the Account Shares in his discretion. If the undersigned’s properly completed, signed and dated proxy card is not received prior to the Meeting, the Trustee or his designee will vote the Account Shares in his discretion.PROXY CARDS MUST BE RECEIVED PRIOR TO THEFor Publix’s Use OnlyANNUAL MEETING ON APRIL 16, 2013.YOUR VOTE IS VERY IMPORTANT TO US.
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