Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 20, 2020, the Board of Directors (the “Board”) of Seaboard Corporation (the “Company”) appointed Ellen S. Bresky as a director and Chairperson of the Board, effective immediately, to fill the vacancy previously held by her late husband, Steven J. Bresky. In connection with this appointment, the Board also appointed Douglas W. Baena, who is currently an independent director and Chairman of the Audit Committee, to be Lead Director, with responsibility to act as liaison between the Board and Company management. The Board has not approved at this time for any compensation to be paid to Ms. Bresky for her service as director or Chairperson of the Board.
On July 20, 2020, the Board also elected Robert L. Steer, the Company's current Executive Vice President and Chief Financial Officer (“CFO”), to the office of President and Chief Executive Officer, effective immediately, to succeed Mr. Bresky. Mr. Steer, age 60, has served as Executive Vice President and CFO of the Company since April 2011, and he has been with the Company for more than 35 years serving in various capacities. Mr. Steer will also continue to serve as CFO until a successor CFO is identified and appointed. As a result of the promotion, it is expected that Mr. Steer’s compensation will be increased, but no decision as to the new compensation terms have been made as of the date of this filing.
There are no arrangements or understandings between Ms. Bresky or Mr. Steer and any other person pursuant to which Ms. Bresky and Mr. Steer were appointed or elected to their respective positions, and there is no family relationship between Ms. Bresky and Mr. Steer and any of the Company’s other directors or executive officers. Neither Ms. Bresky nor Mr. Steer is a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On July 20, 2020, the Company issued a press release announcing the management changes disclosed above under Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 — “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
99.1Press release, dated July 20, 2020, announcing certain management changes.
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.