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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Smithfield Foods, Inc. | NYSE:SFD | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.97 | 0.00 | 01:00:00 |
|
SMITHFIELD FOODS, INC.
|
|
|
(Exact name of registrant as specified in its charter)
|
|
Virginia
|
|
52-0845861
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
200 Commerce Street
Smithfield, Virginia
|
|
23430
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(757) 365-3000
|
(Registrant’s telephone number, including area code)
|
SMITHFIELD FOODS, INC.
TABLE OF CONTENTS
|
||
|
|
|
|
|
PAGE
|
PART III
|
||
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
|
||
PART IV
|
||
ITEM 15.
|
||
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
|
|
Name
|
|
Title
|
Kenneth M. Sullivan
|
|
President and Chief Executive Officer from December 31, 2015; President and Chief Operating Officer from October 1, 2015 to December 31, 2015; Executive Vice President and Chief Financial Officer from March 1, 2015 to October 1, 2015; Chief Financial Officer prior to March 1, 2015
|
C. Larry Pope
|
|
Chief Executive Officer until December 31, 2015; President and Chief Executive Officer until October 1, 2015
|
Glenn T. Nunziata
|
|
Executive Vice President and Chief Financial Officer from October 1, 2015
|
Dhamu Thamodaran
|
|
Executive Vice President, Chief Strategy Officer and Chief Commodity Hedging Officer
|
Joseph B. Sebring
|
|
President, Packaged Meats Division
|
Dariusz Nowakowski
|
|
President, Smithfield Europe
|
Timothy O. Schellpeper
|
|
President and Chief Operating Officer, Smithfield Farmland until March 1, 2015*
|
|
|
* Mr. Schellpeper's employment with the Company ended March 31, 2015.
|
•
|
Paying for performance
- A significant portion of our executives’ compensation is subject to corporate, segment and/or business unit performance measures. Performance-based compensation can vary widely from year to year depending on our performance, which is impacted by, among other things, the volatile nature of our agricultural commodity-based industry and governmental food and energy policy. In recent years, average payouts of performance-based compensation (excluding equity awards) ranged from 0% to 90% of our executives’ total cash compensation (excluding retirement plan distributions). In fiscal 2015, performance-based cash compensation constituted on average approximately 68% of such total cash compensation of our named executives compared to 60% in fiscal 2014.
|
•
|
Alignment with the interests of shareholders
- Equity-based awards are made under WH Group’s stock incentive plan and are intended to align an executive’s financial interests with those of our parent company’s shareholders by providing value to the executive if the market price of WH Group’s stock increases. In addition, many of our cash awards are tied to key financial performance measures that are expected to correlate with the creation of shareholder value.
|
•
|
Attracting and retaining top talent
- The compensation of our executives is designed to be competitive with the organizations with which we compete for talent so that we can attract and retain talented and experienced executives. Our executives have, on average, approximately 23 years of experience with Smithfield and its predecessors.
|
•
|
the breadth of the executive's decision-making responsibility within the company, and
|
•
|
the CEO's subjective evaluation of the executive's past and potential future contributions to the Company' success.
|
Name and Principal
Position (a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-
Equity
Incentive
Plan
Compensation
($)
(g)
|
Change
in Pension
Value and
Non-
Qualified
Deferred
Compensation
Earnings
($)
(h)
|
All
Other
Compensation
($)
(i)
|
Total
($)
(j)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Kenneth M. Sullivan
President and CEO
(1)
……................
|
2015
|
800,000
|
|
666,667
|
|
—
|
|
—
|
|
3,053,354
|
|
874,393
|
|
207,604
|
|
5,602,018
|
|
2014
|
600,000
|
|
666,667
|
|
—
|
|
5,272,674
(5)
|
|
1,932,665
|
|
528,371
|
|
177,566
|
|
9,177,943
|
|
|
2013T
|
333,333
|
|
833,333
|
|
981,300
|
|
—
|
|
—
|
|
207,259
|
|
180,250
|
|
2,535,475
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
C. Larry Pope
President and CEO
(2)
........................
|
2015
|
1,500,000
|
|
825,000
|
|
—
|
|
—
|
|
7,328,050
|
|
—
|
|
15,719,711
|
|
25,372,761
|
|
2014
|
1,100,000
|
|
1,836,966
|
|
—
|
|
17,575,580
(5)
|
|
8,000,000
|
|
1,993,073
|
|
7,024,511
|
|
37,530,130
|
|
|
2013T
|
733,333
|
|
277,194
|
|
4,252,300
|
|
—
|
|
2,446,882
|
|
—
|
|
4,304,794
|
|
12,014,503
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Glenn T. Nunziata
EVP, Chief Financial Officer
(3)
……............
|
2015
|
134,615
|
|
300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,205
|
|
468,820
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Dhamu Thamodaran
EVP, Chief Strategy Officer and Chief Commodity Hedging Officer.......................
|
2015
|
800,000
|
|
600,000
|
|
—
|
|
—
|
|
3,053,354
|
|
2,660,725
|
|
1,389,415
|
|
8,503,494
|
|
2014
|
600,000
|
|
1,200,000
|
|
—
|
|
3,075,727
(5)
|
|
2,551,118
|
|
1,106,080
|
|
1,400,826
|
|
9,933,751
|
|
|
2013T
|
400,000
|
|
1,166,667
|
|
327,100
|
|
—
|
|
—
|
|
719,790
|
|
1,372,146
|
|
3,985,703
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Joseph B. Sebring
President, Packaged Meats Division..........
|
2015
|
900,000
|
|
500,000
|
|
—
|
|
—
|
|
3,252,345
|
|
—
|
|
1,951,608
|
|
6,603,953
|
|
2014
|
735,000
|
|
800,000
|
|
—
|
|
1,727,604
(5)
|
|
1,393,693
|
|
—
|
|
1,977,723
|
|
6,634,020
|
|
|
2013T
|
490,000
|
|
125,000
|
|
294,390
|
|
—
|
|
794,970
|
|
—
|
|
1,938,109
|
|
3,642,469
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dariusz Nowakowski
President, Smithfield Europe.......................
|
2015
|
800,000
|
|
725,000
|
|
—
|
|
—
|
|
1,683,259
|
|
299,794
|
|
735,900
|
|
4,243,953
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Timothy O. Schellpeper
President & COO, Smithfield Farmland
(4)
.................
|
2015
|
265,385
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,174,305
|
|
6,439,690
|
|
2014
|
733,333
|
|
500,000
|
|
—
|
|
3,455,207
(5)
|
|
1,826,290
|
|
792,582
|
|
217,737
|
|
7,525,150
|
|
|
|
|
|
|
|
|
|
|
|
|
Sullivan
($)
|
Pope
($)
|
Thamodaran
($)
|
Sebring
($)
|
Nowakowski
($)
|
Schellpeper
($)
|
||||||
2014 Present Value
....................................
|
1,298,308
|
|
18,680,196
|
|
6,899,392
|
|
7,525,176
|
|
2,403,479
|
|
2,743,165
|
|
Change due to:
|
|
|
|
|
|
|
||||||
Additional year of age
|
52,153
|
|
667,663
|
|
259,696
|
|
51,861
|
|
89,291
|
|
119,513
|
|
Additional year of service
|
144,798
|
|
1,668,475
|
|
429,692
|
|
316,209
|
|
432,090
|
|
—
|
|
Final average pay increase
|
999,190
|
|
2,318,934
|
|
3,694,954
|
|
1,564,587
|
|
364,036
|
|
—
|
|
SERP distribution
|
(151,801
|
)
|
(4,229,304
|
)
|
(1,354,759
|
)
|
(1,918,610
|
)
|
(500,314
|
)
|
(93,187
|
)
|
Change in discount rate
|
(169,947
|
)
|
(553,087
|
)
|
(368,858
|
)
|
(123,625
|
)
|
(85,309
|
)
|
(180,568
|
)
|
|
|
|
|
|
|
|
||||||
Total Increase (Decrease)
|
874,393
|
|
(127,319
|
)
|
2,660,725
|
|
(109,578
|
)
|
299,794
|
|
(154,242
|
)
|
|
|
|
|
|
|
|
||||||
2015 Present Value
|
2,172,701
|
|
18,552,877
|
|
9,560,117
|
|
7,415,598
|
|
2,703,273
|
|
2,588,923
|
|
Name
|
Company
Aircraft
($)
|
Spousal
Travel
Expenses
($)
|
Company-
Leased
Automobile
($)
|
Excess
Life
and
Other
Insurance
Benefits
($)
|
Charitable
Contribution
Match
($)
|
Housing and Relocation
($)
|
Other
($)
|
|||||||
Kenneth M. Sullivan................................
|
—
|
|
—
|
|
20,511
|
|
1,242
|
|
28,750
|
|
—
|
|
—
|
|
C. Larry Pope...........................................
|
103,755
|
|
16,199
|
|
29,819
|
|
3,564
|
|
100,000
|
|
—
|
|
—
|
|
Glenn T. Nunziata....................................
|
—
|
|
—
|
|
10,263
|
|
145
|
|
5,000
|
|
18,797
|
|
—
|
|
Dhamu Thamodaran................................
|
—
|
|
—
|
|
25,542
|
|
3,564
|
|
250
|
|
—
|
|
—
|
|
Joseph B. Sebring....................................
|
—
|
|
1,562
|
|
19,278
|
|
6,858
|
|
—
|
|
—
|
|
—
|
|
Dariusz Nowakowski...............................
|
—
|
|
36,239
|
|
—
|
|
17,851
|
|
—
|
|
169,496
|
|
12,000
(1)
|
|
Timothy O. Schellpeper...........................
|
83,700
|
|
—
|
|
10,706
|
|
334
|
|
—
|
|
—
|
|
—
|
|
•
|
for personal use of Company aircraft, the direct cost per flight hour as calculated from our records for Company-owned aircraft or as billed by third parties for chartered aircraft,
|
•
|
for spousal travel expenses, the incremental and direct costs, such as the fare cost for commercial flights,
|
•
|
for Company-leased automobiles, 100% of the lease cost, repairs, maintenance and fees,
|
•
|
for excess life insurance (i.e., having a face amount of coverage in excess of $50,000), the amount of premiums paid by us, on behalf of the executive, during the fiscal year for such excess coverage.
|
Name
(a)
|
Grant
date
(b)
|
Approval
date
(c)
|
Potential payouts
under non-equity incentive
plan awards
|
Estimated future payouts
under equity incentive
plan awards
|
|||||||
Threshold
($)
(d)
|
Target
($)
(e)
|
Maximum
($)
(f)
|
Threshold
(#)
(g)
|
Target
(#)
(h)
|
Maximum
(#)
(i)
|
||||||
Kenneth M. Sullivan
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
618,750
|
|
3,053,354
|
|
4,132,500
|
|
—
|
—
|
—
|
C. Larry Pope
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
1,485,000
|
|
7,328,050
|
|
9,918,000
|
|
—
|
—
|
—
|
Glenn T. Nunziata
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||
Dhamu Thamodaran
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
618,750
|
|
3,053,354
|
|
4,132,500
|
|
—
|
—
|
—
|
Joseph B. Sebring
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
N/A
|
|
3,252,345
|
|
4,550,000
|
|
—
|
—
|
—
|
Dariusz Nowakowski
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
646,250
|
|
1,683,259
|
|
2,805,000
|
|
—
|
—
|
—
|
Timothy O. Schellpeper
|
|
|
|
|
|
|
|
|
|||
Incentive Plan Bonus.........................
|
—
|
—
|
—
|
—
|
|
—
|
|
—
|
—
|
—
|
Company Net Income
($ in millions)
|
Performance Bonus as a Percentage of Company Net Income up to $551 million
|
||
Sullivan
|
Pope
|
Thamodaran
|
|
330 - 384
|
.1875
|
.45
|
.1875
|
385 - 439
|
.375
|
.9
|
.375
|
440 - 494
|
.675
|
1.62
|
.675
|
495 - 551
|
.75
|
1.8
|
.75
|
U.S. Operations Operating Profit
($ in million)
|
Performance Bonus as a Percentage of U.S. Operations
Operating Profit in excess of $500 million up to $1 billion
|
501 - 624
|
.2125
|
625 - 699
|
.425
|
700 - 799
|
.85
|
800 - 1000
|
.85 plus an additional .15 of U.S. Operations Operating Profit in excess of $800 million up to $1 billion
|
European Operations Adjusted Pre-Tax Profits
($ in million)
|
Performance Bonus as a Percentage of European Operations
Adjusted Pre-Tax Profits up to $102 million
|
47 - 55
|
1.375
|
56 - 102
|
2.75
|
|
|
Company net income....................................................
|
$452,348,800
|
U.S. operations operating profit....................................
|
$870,234,500
|
European operations adjusted pre-tax profit.................
|
$61,209,400
|
|
|
|
|
|
|
|
Option awards
(1)
|
||||
Name
|
Number of securities underlying unexercised options (#) Exercisable
|
Number of securities underlying unexercised options (#) Unexercisable
|
Equity incentive plan awards: number of securities underlying unexercised unearned options (#)
|
Option exercise price ($)
|
Option expiration date
|
|
|
|
|
|
|
Kenneth M. Sullivan
|
1,200,000
|
10,800,000
|
__
|
$0.80
|
7/10/2024
|
C. Larry Pope
|
4,000,000
|
36,000,000
|
__
|
$0.80
|
7/10/2024
|
Glenn T. Nunziata
|
__
|
__
|
__
|
__
|
__
|
Dhamu Thamodaran
|
700,000
|
6,300,000
|
__
|
$0.80
|
7/10/2024
|
Joseph B. Sebring
|
450,000
|
4,050,000
|
__
|
$0.80
|
7/10/2024
|
Dariusz Nowakowski
|
400,000
|
3,600,000
|
—
|
$0.80
|
7/10/2024
|
Timothy O. Schellpeper
|
__
|
__
|
__
|
__
|
__
|
Name
|
Plan Name
|
Number of
years
credited
service
(#)
|
Present value of
accumulated
benefit
($)
|
Payments
during last
fiscal year
($)
|
|||
Kenneth M. Sullivan...............
|
Smithfield Foods Pension Plan
|
13
|
|
288,177
|
|
—
|
|
Supplemental Pension Plan
|
13
|
|
1,884,526
|
|
151,801
|
|
|
C. Larry Pope..........................
|
Smithfield Foods Pension Plan
|
35
|
|
1,262,513
|
|
—
|
|
Supplemental Pension Plan
|
36
(1)
|
|
17,290,364
|
|
4,229,304
|
|
|
Glenn T. Nunziata...................
|
Smithfield Foods Pension Plan
|
—
|
|
—
|
|
—
|
|
Supplemental Pension Plan
|
—
|
|
—
|
|
—
|
|
|
Dhamu Thamodaran...............
|
Smithfield Foods Pension Plan
|
25
|
|
897,265
|
|
—
|
|
Supplemental Pension Plan
|
25
|
|
8,662,852
|
|
1,354,759
|
|
|
Joseph B. Sebring................
|
Smithfield Foods Pension Plan
|
21
|
|
958,062
|
|
—
|
|
Supplemental Pension Plan
|
21
|
|
6,457,536
|
|
1,918,610
|
|
|
Dariusz Nowakowski...........
|
Supplemental Pension Plan
|
9
|
|
2,703,273
|
|
500,314
|
|
Timothy O. Schellpeper..........
|
Farmland Foods Pension Plan
|
24
|
|
497,336
|
|
—
|
|
Supplemental Pension Plan
|
11
|
|
2,091,587
|
|
93,187
|
|
Name
|
Executive
contributions
in last FY
($)
|
Registrant
contributions
in last FY
($)
|
Aggregate
earnings in last
FY
($)
|
Aggregate
withdrawals/
Distributions
($)
|
Aggregate
balance
at last FYE
(1)
($)
|
||
Kenneth M. Sullivan...................................
|
—
|
—
|
—
|
241,982
|
|
99,514
|
|
C. Larry Pope.............................................
|
—
|
—
|
—
|
—
|
—
|
|
|
Glenn T. Nunziata.......................................
|
—
|
—
|
—
|
—
|
—
|
|
|
Dhamu Thamodaran....................................
|
—
|
—
|
—
|
684,862
|
|
442,680
|
|
Joseph B. Sebring........................................
|
—
|
—
|
—
|
738,897
|
|
510,893
|
|
Dariusz Nowakowski..................................
|
—
|
—
|
—
|
—
|
—
|
|
|
Timothy O. Schellpeper
|
—
|
—
|
—
|
405,008
|
|
163,166
|
|
(1)
|
Represents the aggregate cash balance at January 3, 2016 attributable to the vested and unvested RSUs that were converted to cash as a result of the Merger and which were not previously distributed to the named executives. A portion of these balances and the distributions made during the last fiscal year were previously included in column (e) of the Summary Compensation Table (Stock Awards) in the year in which the RSUs were granted (fiscal 2012 and fiscal 2013). The aggregate amounts so included for prior years were: Mr. Sullivan - $0; Mr. Thamodaran $821,419; Mr. Sebring $760,210 and Mr. Schellpeper - $0.
|
•
|
a lump sum cash payment equal to two times the sum of (i) the participant’s annual base salary and (ii) the greater of (A) the participant’s trailing three-year average annual cash incentive award (including discretionary performance bonuses) or (B) 300% (100% in the case of a non-executive) of the participant’s annual base salary;
|
•
|
a lump sum cash payment equal to a prorated portion of the participant’s annual cash incentive award for the year of termination based on the greater of the participant’s trailing three-year average annual cash incentive award (including discretionary performance bonuses) or 300% (100% in the case of a non-executive) of the participant’s annual base salary;
|
•
|
full vesting of the deferred cash awards into which the participant’s matching restricted stock units were converted as a result of the Merger, with payment of such amounts being made on the payment dates set forth in the original award agreements; and
|
•
|
continuation for 18 months of the participant’s Company-paid benefits under group health, dental and life insurance plans.
|
•
|
willfully and continually failed to substantially perform, or been grossly negligent in the discharge of, his or her duties (other than by reason of a disability, physical or mental illness or analogous event) and such failure or negligence continues for a period of 10 business days after notice thereof to the participant from the Board;
|
•
|
been convicted of or pled nolo contendere to a felony; or
|
•
|
materially or willfully breached any agreement with us.
|
•
|
a material diminution in the duties or responsibilities of the participant or of the person to whom the participant reported;
|
•
|
a material reduction in the participant’s annual base salary or annual target bonus opportunity; or
|
•
|
a change in the location of the participant’s principal place of employment of more than 50 miles.
|
Name and Event
|
Retention Bonus
($)
|
Total benefits
($)
|
||
Kenneth M. Sullivan
|
|
|
||
Termination other than death or disability....................
|
667,000
|
|
667,000
|
|
Death or disability.........................................................
|
667,000
|
|
667,000
|
|
C. Larry Pope
|
|
|
||
Termination other than death or disability
(1)
................
|
—
|
|
—
|
|
Death or disability.........................................................
|
—
|
|
—
|
|
Glenn T. Nunziata
|
|
|
||
Termination other than death or disability....................
|
—
|
|
—
|
|
Death or disability.........................................................
|
—
|
|
—
|
|
Dhamu Thamodaran
|
|
|
||
Termination other than death or disability....................
|
600,000
|
|
600,000
|
|
Death or disability.........................................................
|
600,000
|
|
600,000
|
|
Joseph B. Sebring
|
|
|
||
Termination other than death or disability....................
|
500,000
|
|
500,000
|
|
Death or disability.........................................................
|
500,000
|
|
500,000
|
|
Dariusz Nowakowski
|
|
|
||
Termination other than death or disability....................
|
725,000
|
|
725,000
|
|
Death or disability.........................................................
|
725,000
|
|
725,000
|
|
Timothy O. Schellpeper
|
|
|
||
Termination other than death or disability
(1)
................
|
—
|
|
—
|
|
Death or disability.........................................................
|
—
|
|
—
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Amount and Nature of Beneficial Ownership (Number of Shares)
|
|
|
||||||||
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
|
|
DIRECT
|
|
OTHER
|
|
TOTAL
|
|
PERCENT OF CLASS
|
||||
Long Wan
|
|
16,119,889
(2)
|
|
|
4,982,991,111
(5)
|
|
|
4,999,110,000
|
|
|
34.1
|
|
Gordon Lijun Guo
|
|
4,100,000
(3)
|
|
|
—
|
|
|
4,100,000
|
|
|
*
|
|
Hank Shenghua He
|
|
150,000
(4)
|
|
|
—
|
|
|
150,000
|
|
|
*
|
|
Shuge Jiao
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Kenneth M. Sullivan
|
|
1,200,000
(4)
|
|
|
—
|
|
|
1,200,000
|
|
|
*
|
|
C. Larry Pope
|
|
4,000,000
(4)
|
|
|
—
|
|
|
4,000,000
|
|
|
*
|
|
Glenn T. Nunziata
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dhamu Thamodaran
|
|
700,000
(4)
|
|
|
—
|
|
|
700,000
|
|
|
*
|
|
Joseph B. Sebring
|
|
450,000
(4)
|
|
|
—
|
|
|
450,000
|
|
|
*
|
|
Dariusz Nowakowski
|
|
400,000
(4)
|
|
|
—
|
|
|
400,000
|
|
|
*
|
|
Timothy O. Schellpeper
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All current directors and executive officers as a group (11 persons)
(1)
|
23,119,889
|
|
|
4,982,991,111
|
|
|
5,006,111,000
|
|
|
34.1
|
|
(1)
|
Messrs. Pope and Schellpeper, whose employment ended effective December 31, 2015 and March 31, 2015, respectively, are not included in the group total.
|
(2)
|
Includes presently exercisable options to acquire 14,619,889 shares.
|
(3)
|
Includes presently exercisable options to acquire 4,000,000 shares.
|
(4)
|
Includes presently exercisable options to acquire the number of shares listed.
|
(5)
|
Includes (i) 3,181,820,000 shares held directly by Heroic Zone Investments Limited (“Heroic Zone”), a wholly-owned subsidiary of Rise Grand Group Limited (“Rise Grand”), (ii) 573,099,645 shares held by Sure Pass Holdings Limited (“Sure Pass”), which is wholly owned by Mr. Wan, and (iii) an aggregate of 1,228,071,466 shares held by Chang Yun Holdings Limited (“Chang Yun”), High Zenith Limited (“High Zenith”) and Rich Matrix Global Limited (“Rich Matrix”). Mr. Wan is a member of an employee share committee that is entitled to direct the voting of the shares held by Heroic Zone, Sure Pass, Chang Yun, High Zenith and Rich Matrix. Mr. Wan disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interests therein. Mr. Wan owns approximately 14.98% of the beneficial interests in Rise Grand.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
2015 Fees ($)
|
|
|
2014 Fees ($)
|
|
Audit Fees
|
|
3,332,942
|
|
|
3,674,213
|
|
Audit-Related Fees
|
|
45,460
|
|
|
13,117
|
|
Tax Fees:
|
|
|
|
|
||
Tax Compliance Fees
|
|
430,409
|
|
|
—
|
|
Tax Planning Fees
|
|
188,348
|
|
|
702,548
|
|
All Other Fees
|
|
—
|
|
|
584,194
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
▪
|
Consolidated Statements of Income - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor)
|
▪
|
Consolidated Statements of Comprehensive Income - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (
Predecessor
)
|
▪
|
Consolidated Balance Sheets as of January 3, 2016 and December 28, 2014
|
▪
|
Consolidated Statements of Cash Flows - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor)
|
▪
|
Consolidated Statements of Shareholder's Equity - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor)
|
▪
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
|
Exhibit 2.1
|
—
|
Agreement and Plan of Merger, dated as of May 28, 2013, by and among Shuanghui International Holdings Limited, Sun Merger Sub, Inc. and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2013).
|
|
|
|
Exhibit 3.1
|
—
|
Amended and Restated Articles of Incorporation of Smithfield Foods, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
Exhibit 3.2
|
—
|
Amended and Restated Bylaws of Smithfield Foods, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
Exhibit 4.1(a)
|
—
|
Indenture-Senior Debt Securities, dated June 1, 2007, between the Company and U.S. Bank National Association as trustee (incorporated by reference to Exhibit 4.10(a) to the Company’s Annual Report on Form 10-K filed with the SEC on June 28, 2007).
|
|
|
|
Exhibit 4.1(b)
|
—
|
First Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of June 22, 2007 regarding the issuance by the Company of the 2007 7.750% Senior Notes due 2017 (incorporated by reference to Exhibit 4.10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 28, 2007).
|
|
|
|
Exhibit 4.1(c)
|
—
|
Amendment No. 1 to First Supplemental Indenture, dated as of July 8, 2013, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 6, 2013).
|
|
|
|
Exhibit 4.1(d)
|
—
|
Second Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of July 8, 2008 regarding the issuance by the Company of the 2008 4.00% Convertible Senior Notes due 2013 (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 5, 2008).
|
|
|
|
Exhibit 4.1(e)
|
—
|
Third Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of August 1, 2012 regarding the issuance by the Company of the 2012 6.625% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012).
|
|
|
|
Exhibit 4.1(f)
|
—
|
Form of 6.625% Senior Note Due 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012).
|
|
|
|
Exhibit 4.2(a)
|
—
|
Indenture, dated as of July 31, 2013, between Sun Merger Sub, Inc. (which merged with and into Smithfield Foods, Inc.) and U.S. Bank National Association (relating to the issuance of $500,000,000 5.250% Senior Notes due 2018 (the “2018 Notes”)) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
Exhibit 4.2(b)
|
—
|
First Supplemental Indenture, dated as of September 26, 2013, between Smithfield Foods, Inc. and U.S. Bank National Association (relating to the 2018 Notes) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
Exhibit 4.3(a)
|
—
|
Indenture, dated as of July 31, 2013, between Sun Merger Sub, Inc. (which merged with and into Smithfield Foods, Inc.) and U.S. Bank National Association (relating to the issuance of $400,000,000 5.875% Senior Notes due 2021 (the “2021 Notes”)) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
Exhibit 4.3(b)
|
—
|
First Supplemental Indenture, dated as of September 26, 2013, between Smithfield Foods, Inc. and U.S. Bank National Association (relating to the 2021 Notes) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013).
|
|
|
|
|
|
Registrant hereby agrees to furnish the SEC, upon request, other instruments defining the rights of holders of long-term debt of the Registrant.
|
|
|
|
Exhibit 10.1(a)**
|
—
|
Smithfield Foods, Inc. Change in Control Executive Severance Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on September 8, 2010).
|
|
|
|
Exhibit 10.1(b)**
|
—
|
Amendment No. 1 to Smithfield Foods, Inc. Change in Control Executive Severance Plan, dated May 28, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2013).
|
|
|
|
Exhibit 10.2
|
—
|
Second Amended and Restated Term Loan Agreement, dated as of May 6, 2015, among the Company, certain subsidiaries of the Company that may from time to time be party thereto, the lenders from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015).
|
|
|
|
|
|
|
Exhibit 10.3(a)
|
—
|
Amended and Restated Intercreditor Agreement, dated as June 9, 2011, among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as administrative agent for the ABL Parties, U.S. Bank National Association, as collateral agent for the Term Debt Secured Parties, Smithfield Receivables Funding LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as Administrative Agent under the Credit and Security Agreement and each of the Loan Parties party thereto (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2012).
|
|
|
|
Exhibit 10.3(b)
|
—
|
First Amendment to Amended and Restated Intercreditor Agreement, dated as of January 31, 2013, among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as administrative agent for the ABL Parties, Smithfield Receivables Funding LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as Administrative Agent under the Credit and Security Agreement and each of the Loan Parties party thereto (incorporated by reference to Exhibit 10.10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2013).
|
|
|
|
Exhibit 10.4(a)
|
—
|
Third Amended and Restated Credit Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
|
|
|
Exhibit 10.4(b)
|
—
|
Third Amended and Restated Pledge and Security Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
|
|
|
Exhibit 10.5(a)
|
—
|
Second Amended and Restated Receivables Sale Agreement, dated as of April 28, 2014, among the Company, SFFC, Inc., Smithfield of Canada, Ltd., Smithfield Farmland Sales Corp., Patrick Cudahy, LLC, Premium Pet Health, LLC, John Morrell & Co., Smithfield Global Products, Inc., Smithfield Specialty Foods Group, LLC, Armour-Eckrich Meats LLC and Smithfield Receivables Funding LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014).
|
|
|
|
Exhibit 10.5(b)
|
—
|
Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement, dated as of December 9, 2014, among the Company, SFFC, Inc., Smithfield Farmland Sales Corp., Premium Pet Health, LLC, Patrick Cudahy, LLC, John Morrell & Co., Smithfield Global Products, Inc., Smithfield Specialty Foods Group, LLC, Armour-Eckrich Meats LLC and Smithfield Receivables Funding LLC (incorporated by reference to Exhibit 10.5(b) to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2015).
|
|
|
|
Exhibit 10.6(a)
|
—
|
Second Amended and Restated Credit and Security Agreement, dated as of April 28, 2014, among Smithfield Receivables Funding LLC, the Company, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and Letter of Credit Issuer, and the Lenders and Co-Agents from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014).
|
|
|
|
Exhibit 10.6(b)
|
—
|
Amendment No. 1 to Second Amended and Restated Credit and Security Agreement, dated as of December 9, 2014, among Smithfield Receivables Funding LLC, the Company, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and Letter of Credit Issuer, and the Lenders and Co-Agents from time to time party thereto (incorporated by reference to Exhibit 10.6(b) to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2015).
|
|
|
|
Exhibit 10.7**
|
—
|
Smithfield Foods, Inc. Retention Bonus Plan, dated as of September 26, 2013 (incorporated by reference to Exhibit 10.10 to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).
|
|
|
|
Exhibit 10.8(a)**
|
—
|
Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and C. Larry Pope, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.11(a) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).
|
|
|
|
Exhibit 10.8(b)**
|
—
|
Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and Robert W. Manly IV, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.11(b) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).
|
|
|
|
Exhibit 10.8(c)**
|
—
|
Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and Dennis H. Treacy, dated as of September 25, 2013. (incorporated by reference to Exhibit 10.11(c) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014).
|
|
|
|
Exhibit 10.9
|
—
|
Letter of Credit Agreement, dated as of July 12, 2013, among the Company and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2013).
|
|
|
|
Exhibit 10.10
|
—
|
Share Purchase Agreement, dated as of June 3, 2015, by and between Smithfield Foods, Inc. and Alfa S.A.B. de C.V (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2015).
|
|
|
|
Exhibit 21#
|
—
|
Subsidiaries of the Company
|
|
|
|
Exhibit 31.1*
|
—
|
Certification of Kenneth M. Sullivan, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 31.2*
|
—
|
Certification of Glenn T. Nunziata, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 101#
|
—
|
The following financial statements from Smithfield Foods, Inc.'s Annual Report on Form 10-K for the year ended January 3, 2016, formatted in XBRL: (i) Consolidated Statements of Income, (i) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.
|
|
|
|
*
|
Filed herewith.
|
**
|
Management contract or compensatory plan or arrangement of the Company required to be filed as an exhibit.
|
#
|
Previously filed or furnished, as applicable, as an exhibit to the Company's Report on Form 10-K filed with the SEC on March 29, 2016.
|
|
|
|
R
EGISTRANT
: S
MITHFIELD
F
OODS
, I
NC
.
|
||
|
|
|
By:
|
/s/ KENNETH M. SULLIVAN
|
|
|
Kenneth M. Sullivan
President and Chief Executive Officer
|
|
1 Year Smithfield Chart |
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