FORM 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2012

 

 

SANDERSON FARMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi   1-14977   64-0615843

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

IdentificationNo.)

 

127 Flynt Road

Laurel, Mississippi

  39443
(Address of principal executive offices)   (Zip Code)

(601) 649-4030

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 5 – Corporate Governance and Management

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Registrant held its annual meeting of stockholders on February 16, 2012. A press release regarding the meeting is filed herewith as Exhibit 99.1. At the meeting, the stockholders took the following actions:

 

  1. The stockholders voted to re-elect the following Class B directors for a three-year term by the votes set forth below:

 

Name

   For      Withheld      Broker Non-Votes  

John H. Baker , III

     17,951,273         334,698         2,142,724   

John Bierbusse

     18,027,111         258,860         2,142,724   

Mike Cockrell

     17,542,876         743,095         2,142,724   

 

  2. The stockholders voted to ratify and approve the selection of Ernst & Young LLP as the Registrant’s independent auditors for the fiscal year ending October 31, 2012, by the votes set forth below:

 

      For    Against      Abstain    Broker Non-Votes
   20,272,101      154,372       2,221    N/A

Section 8 — Other Events

 

Item 8.01 Other Events.

On February 16, 2012, the Registrant’s Board of Directors extended the Registrant’s share repurchase program for two additional years and increased the number of shares that can be repurchased under the program. The program was initially authorized in April 2008 and was later amended in October 2009. The Registrant has repurchased 782,096 shares under the program to date. Under the extended and revised program, the Registrant may repurchase up to another 1 million shares of its common stock until February 16, 2014. A copy of the press release announcing these changes is filed herewith as Exhibit 99.2.

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report:

 

Exhibit No.

  

Description

99.1    Press release of Sanderson Farms, Inc. dated February 16, 2012
99.2    Press release of Sanderson Farms, Inc. dated February 16, 2012


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SANDERSON FARMS, INC.

(Registrant)

 

Date: February 22, 2012   By:  

/s/ D. Michael Cockrell

    D. Michael Cockrell
    Treasurer and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release of Sanderson Farms, Inc. dated February 16, 2012
99.2    Press release of Sanderson Farms, Inc. dated February 16, 2012