SEB Seaboard Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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SEABOARD CORPORATION

9000 West 67th Street
Merriam, Kansas 66202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders of Seaboard Corporation, a Delaware corporation, will be held at the Sheraton Overland Park Convention Center, 6100 College Blvd., Overland Park, Kansas, on Monday, April 22, 2024, commencing at 9:00 a.m., local time, or thereafter as it may from time to time be adjourned or postponed, for the following purposes:

The Board of Directors has fixed the close of business on February 23, 2024, as the record date for determination of the stockholders entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.

March 8, 2024

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FOLLOW THE SPECIFIC VOTING INSTRUCTIONS APPEARING ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING.

IMPORTANT NOTICE Regarding the Availability of Proxy Materials
For the Stockholder Meeting to be held on April 22, 2024

This notice of annual meeting and accompanying proxy materials are available to you on the Internet. We encourage you to review all of the important information contained in the proxy materials before voting.

Our Company’s Proxy Statement, Annual Report and other proxy materials
to Stockholders are available at:
https://www.seaboardcorp.com/investors

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SEABOARD CORPORATION
9000 West 67th Street
Merriam, Kansas 66202

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2024

March 8, 2024

Date, Time and Place of the Meeting

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Seaboard Corporation (the “Company,” “Seaboard,” “us,” “our” or “we”) for use at the Company’s annual meeting of stockholders to be held on Monday, April 22, 2024, commencing at 9:00 a.m., local time, and at any adjournment or postponement thereof. The meeting is called for the purposes set forth in the foregoing Notice of Annual Meeting, and will be held at the Sheraton Overland Park Convention Center, 6100 College Blvd., Overland Park, Kansas. You may obtain directions to the location of the annual meeting by calling us at (913) 676-8928.

Stockholders Entitled to Vote at the Meeting

Stockholders of record as of the close of business on the February 23, 2024 record date are entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement thereof. Seaboard had 971,055 shares of common stock, $1.00 par value, outstanding and entitled to vote as of the record date. Each such share of common stock is entitled to one vote on each matter properly to come before the annual meeting. This proxy statement and the enclosed form of proxy were first sent or given to stockholders on or about March 8, 2024.

Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting. A majority of our outstanding shares of common stock on the record date, or 485,529 shares, will be needed to establish a quorum for the annual meeting. Votes cast at the annual meeting will be tabulated by persons duly appointed to act as inspectors of election and voting for the annual meeting. The inspectors of election and voting will treat shares represented by a properly signed and returned proxy as present at the annual meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Likewise, the inspectors will treat shares of stock represented by proxies reflecting one or more “broker non-votes” as present for purposes of determining a quorum. Broker non-votes are proxies with respect to shares held in record name by brokers, banks or other nominees, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote with respect to one or more matters; (ii) the broker, bank or other nominee does not have discretionary voting power under applicable national securities exchange rules or the instrument under which it serves in such capacity; and (iii) the record holder has indicated on the proxy card or otherwise notified Seaboard that it does not have authority to vote such shares on such matter or matters.

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Items of Business to be Voted on at the Annual Meeting

Stockholders are being asked to vote on the following matters at the annual meeting:

We will also consider other business that properly comes before the annual meeting or any postponement or adjournment thereof.

Attending the Meeting and Voting in Person

If you plan to attend the annual meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee (commonly referred to as being held in “street” name), proof of ownership may be required for you to be admitted to the meeting. A recent brokerage statement and letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Voting by Proxy

The Board of Directors solicits your proxy in the form enclosed for use at the annual meeting. You may vote your shares by completing the proxy card with your vote, signature and date, and returning it by mail in the envelope provided, or you can follow the instructions on the proxy card to cast your vote via the Internet or telephone. Any stockholder giving a proxy in accordance with the enclosed form may revoke it at any time before it is exercised. A stockholder may revoke his or her proxy by delivering to the Secretary of Seaboard a written notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person. A duly completed proxy will be voted at the annual meeting in accordance with the instructions of the stockholder. Where a stockholder’s voting instructions are not specified in the completed proxy, the shares represented by the proxy will be voted in accordance with the recommendations of the Board of Directors as follows: “for” the election of the nominees for director listed herein; and “for” ratification of the selection of KPMG LLP as independent auditors for 2024. The Board of Directors does not know of any matters that will be brought before the meeting other than those referred to in the Notice of Annual Meeting. However, if any other matter properly comes before the meeting, it is intended that the persons named in the enclosed form of proxy, or their substitutes acting thereunder, will vote on such matter in accordance with their discretion and judgment. If your shares of common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Seaboard will bear all expenses in connection with the solicitation of proxies, including preparing, assembling and mailing this proxy statement. After the initial mailing of this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers, employees or agents of Seaboard. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held of record by them, and their reasonable out-of-pocket expenses will be paid by Seaboard.

Vote Required

With respect to the election of directors (Item 1), you may vote “FOR” or “WITHHOLD” authority to vote for each of the nominees for the Board. A favorable plurality of votes cast (a number greater than those cast for any other candidates) is necessary to elect members of the Board of Directors. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose. Accordingly, “withhold” or broker non-votes as to the election of directors will not affect the election of the candidates receiving the plurality of votes and will have no effect on the election of the nominees.

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With respect to the ratification of KPMG LLP as our independent auditors (Item 2), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” This proposal requires the affirmative vote of a majority of the shares having voting power in person or represented by proxy at the meeting. Shares represented by broker non-votes for purposes of this proposal are treated as not being present, while abstentions are treated as being present but not voting in the affirmative. Accordingly, the effect of broker non-votes is only to reduce the number of shares considered to be present for the consideration of this proposal and will have no effect on the voting outcome, while abstentions will have the same effect as votes against this proposal. Brokers, banks and other nominees may use their discretionary voting authority with respect to the ratification of our independent auditors, so no broker non-votes are expected for this proposal.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of January 31, 2024 (unless otherwise indicated below) regarding the beneficial ownership of Seaboard’s common stock by the only persons known to us to own beneficially 5 percent or more of Seaboard’s common stock. Unless otherwise indicated, all beneficial ownership consists of sole voting and sole investment power.

SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth certain information as of January 31, 2024 regarding the beneficial ownership of Seaboard’s common stock by each of our directors and director nominees, each of our executive officers named in the Summary Compensation Table on page 9 and all of our directors and executive officers as a group. Unless otherwise noted, to Seaboard’s knowledge, each shareholder named in the following table possesses sole voting and investment power over

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the shares listed. To Seaboard’s knowledge, as of January 31, 2024, none of Seaboard’s officers or directors has pledged any of the shares that they respectively beneficially own as security.

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ITEM 1: ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors at five. The Board has nominated the five persons set forth below for election at the 2024 annual meeting. Unless otherwise specified, proxies will be voted in favor of the election as directors of the following five persons for a term of one year and until their successors are elected and qualified.

Ellen S. Bresky is the mother of Jacob Bresky, President and Chief Executive Officer of Seaboard Overseas and Trading Group (“SOTG”), a division of Seaboard.

Frances B. Shifman is a first cousin of Ellen S. Bresky by marriage.

There are no arrangements or understandings between any nominee and any other person pursuant to which such

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nominee was nominated.

Each of the five nominees has consented to being named in this proxy statement and to serve as a director if elected. In case any person or persons named herein for election as directors are not available for election at the annual meeting, proxies may be voted for a substitute nominee or nominees (unless the authority to vote for all nominees or for the particular nominee who has ceased to be a candidate has been withheld), as well as for the balance of those named herein. Management has no reason to believe that any of the nominees for the election as director will be unavailable.

The Board of Directors recommends that you vote “FOR” the election as directors of the persons listed above.

BOARD OF DIRECTORS INFORMATION

Meetings of the Board

The Board of Directors held nine meetings in fiscal 2023, six of which were telephonic meetings and three of which were in person. Other actions of the Board of Directors were taken by unanimous written consent, as needed. Each director attended more than 75 percent of the meetings of the Board of Directors held while in office and of the meetings held by all committees of the Board on which he or she served during 2023.

Seaboard does not have any policy requiring directors to attend Seaboard’s annual meeting of stockholders, although generally the directors have attended Seaboard’s annual stockholders’ meetings. All directors attended the 2023 annual meeting in person or telephonically.

Controlled Company

Seaboard is a “controlled company,” as defined in the rules of the NYSE American, because more than 50 percent of the voting power of Seaboard is owned by the Seaboard Flour Entities. As such, Seaboard is exempted from many of the requirements regarding board of director committees and independence. The members of our Board of Directors who are independent within the meaning of the NYSE American listing standards are David A. Adamsen, Douglas W. Baena and Frances B. Shifman. The remaining members of our Board of Directors are not independent within the meaning of the NYSE American listing standards and, therefore, they would not qualify as independent directors for purposes of serving on a compensation, nominating committee or audit committee under applicable NYSE American committee independence requirements.  The independent directors meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Leadership Structure and Role in Risk Oversight

Robert L. Steer serves as Seaboard’s principal executive officer. Ellen S. Bresky serves as director and Chairwoman of the Board and is the beneficial owner of approximately 73.5 percent of Seaboard. In connection with Ms. Bresky’s appointment to Chairwoman in July 2020, the Board also appointed Douglas W. Baena, a member of the Board since 2001, as Seaboard’s lead independent director. The duties of Mr. Baena as lead independent director include the following: (i) preside at all executive sessions of the independent directors; (ii) serve as a liaison between the Chairwoman and the other directors; (iii) serve as a liaison among the directors, (iv) provide input to the Chairwoman on the preparation of Board meeting agendas; and (v) in conjunction with the Chairwoman, have the authority to approve certain transactions.

Seaboard believes that Ms. Bresky has a sufficient vested interest in Seaboard on the basis of her beneficial stock ownership position and that Mr. Steer, who has been with Seaboard for more than 37 years, including 9 years in his former role as Executive Vice President and CFO, has the experience necessary to lead Seaboard as the principal executive officer. The Board of Directors believes that the separation of the positions of Chairwoman of the Board and principal executive officer, combined with the appointment of a lead independent director, is the appropriate leadership structure for Seaboard at this time.  This structure recognizes the nature of Seaboard as a “controlled company,” and, therefore, provides the Bresky family with appropriate influence over the Company, while the appointment of a lead independent director ensures effective independent oversight of the Company and management.

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The Audit Committee of the Board of Directors provides risk oversight of Seaboard with respect to the audit of Seaboard’s financial statements, Seaboard’s internal audit function and any financial matters reported to Seaboard’s Senior Vice President, Audit Services or other Seaboard representative. The Audit Committee administers this oversight function through Audit Committee meetings and periodic meetings in private with Seaboard’s auditors, KPMG LLP, and Seaboard’s Senior Vice President, Audit Services. The Board of Directors does not have any other significant oversight function, aside from performance of the Board of Director general oversight function through periodic meetings. The Board of Directors does not believe that its role in risk oversight of Seaboard has any significant effect on the Board’s leadership structure.

Committees of the Board

Seaboard’s Board of Directors has established an Audit Committee. As a “controlled company,” as defined in the rules of the NYSE American, Seaboard is not required to have, and Seaboard’s Board of Directors has not established, a nominating or compensation committee or any other committee of the Board performing similar functions.

Audit Committee. Seaboard’s Board of Directors has established an Audit Committee comprised solely of independent directors within the meaning of the listing standards of NYSE American and applicable SEC rules. The members of the Audit Committee are David A. Adamsen, Douglas W. Baena and Frances B. Shifman. Mr. Baena is Chairman of the Audit Committee. The Audit Committee selects and retains independent auditors and assists the Board in its oversight of the integrity of Seaboard’s financial statements, including the performance of our independent auditors in their audit of our annual financial statements. The Audit Committee meets with management and the independent auditors, as may be required. The independent auditors have full and free access to the Audit Committee, without the presence of management. The Board of Directors has determined that Douglas W. Baena is an “audit committee financial expert” and is “independent,” within the meaning of the listing standards of NYSE American and applicable SEC rules. The Audit Committee held four meetings in fiscal year 2023, two of which were telephonic meetings and two of which were in person. The Audit Committee Charter is available on Seaboard’s website at www.seaboardcorp.com.

Director Nominations

The Board of Directors believes it is not necessary to have a separate nominating committee because of the low turnover of Board of Director seats and because the entire Board of Directors participates in the consideration of director nominees. There currently is no charter that establishes procedures for the Board’s consideration of director nominees. The Board believes that it should be comprised of directors with varied, complementary backgrounds, and that directors should, at a minimum, have expertise that may be useful to Seaboard. Directors should also possess the highest personal and professional ethics, and should be willing and able to devote the required amount of time to Seaboard’s business. In determining whether a director should be retained and stand for re-election, the Board also considers such member’s performance and contribution to the Board during his or her tenure with the Board. Seaboard’s policy is to consider nominees who are submitted by stockholders on a case-by-case basis. All nominees, including those submitted by stockholders, will be evaluated using generally the same methods and criteria, although those methods and criteria are not standardized and may vary from time to time. The Board does not have any policy with respect to diversity and does not consider diversity in identifying nominees for Director.

Communication with the Board

The Board of Directors does not provide a process for stockholders to send communications to the Board because it believes that the process available under applicable federal securities laws for stockholders to submit proposals for consideration at the annual meeting is adequate.

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Compensation of Directors

In the fiscal year 2023, the Company provided the following cash compensation to directors for their service as a director:

In addition to Ms. Bresky’s cash compensation for her service as a director, she is also given the right to use Seaboard’s airplane for up to 25 hours of flight time per year for personal use as long as she continues to serve in such role. The Company does not provide any equity compensation to its directors.

The following table shows the compensation received by each member of our Board of Directors for service on the Board in 2023.

Director Compensation Table

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows all compensation earned, during the fiscal years indicated, by the Chief Executive Officer, the Chief Financial Officer and the three other highest paid executive officers of Seaboard (the “Named Executive Officers”) for such period in all capacities in which they have served:

Summary Compensation Table

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Also included in All Other Compensation are Seaboard’s contributions to its 401(k) Retirement Savings Plan on behalf of the Named Executive Officers, amounts paid for disability and life insurance and individual perquisites, including amounts paid as an automobile allowance (valuing this benefit on an average fair market value based on the IRS lease guidelines using the manufacturer’s suggested retail price less 8 percent), fuel card usage, personal usage of Seaboard’s airplane (valuing this benefit based on the number of miles flown and the Standard Industry Fare Level published by the Department of Transportation), and a gross-up for related taxes. With respect to the above-stated items, All Other Compensation includes the following amounts for 2023: (a) an automobile allowance of $30,000 for each of the Named Executive Officers; (b) an airplane benefit of $26,644 for R. Steer; and (c) an airplane benefit of $27,617 for E. Gonzalez. Reimbursement for taxes owed on the above-stated items total as follows for each of the Named Executive Officers for 2023: R. Steer, $37,580; D. Rankin, $21,341; E. Gonzalez, $33,734; P. Brown, $24,828; and J. Bresky, $14,508.

PAY RATIO

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), set forth below for 2023 is a comparison of (i) the total compensation of R. Steer, Seaboard’s Chief Executive Officer (“CEO”); and (ii) the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer).  The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by Seaboard in a manner consistent with applicable SEC regulations.

In 2023, the annual total compensation of R. Steer was $5,678,799 and the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer) was $45,793, and thus the ratio of the annual total compensation of R. Steer to the median of the annual total compensation of all of Seaboard’s employees was 124 to 1. Seaboard’s “median employee” worked in Seaboard’s live hog operations in Iowa.

To determine the median of the annual total compensation of all of Seaboard’s employees, as well as to determine the annual total compensation of Seaboard’s “median employee” and Seaboard’s Chief Executive Officer, Seaboard used the following methodology and made the following material assumptions, adjustments and estimates:

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EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS

Each Named Executive Officer (other than J. Bresky) is a party to an Employment Agreement with Seaboard.

The Employment Agreements for R. Steer, D. Rankin and P. Brown have a term of one year and extend annually for one-year terms, unless not renewed or otherwise terminated by Seaboard. As of December 31, 2023, the Employment Agreement for E. Gonzalez has a term of three years, which will extend for another three years beginning on December 31, 2024, resulting in two years remaining beginning on December 31, 2025 and one year remaining beginning on December 31, 2026, unless not renewed or otherwise terminated by Seaboard. J. Bresky does not have an employment agreement with Seaboard.

The Employment Agreements provide for payment of the following initial Base Salary for each applicable current Named Executive Officer:

The Employment Agreement for R. Steer provides that his annual bonus will be a minimum of $2,275,000.  The Employment Agreement for P. Brown provides for a maximum annual bonus of $1,100,000, with 50 percent based on financial performance and 50 percent based on meeting personal objectives.  The Employment Agreement for D. Rankin provides for a target annual bonus of 131.25 percent of his base salary, and a maximum annual bonus of 175 percent of his base salary, with a minimum annual bonus of $300,000.  The Employment Agreement for E. Gonzalez provides for a minimum annual bonus of $400,000.  

Pursuant to the Employment Agreement of R. Steer, the Company may elect to contribute the portion of the annual bonus payable to him in excess of $1,000,000 to his account under the Seaboard Corporation Post-2018 Deferred Compensation Plan.  Pursuant to the Employment Agreements of P. Brown and D. Rankin, the Company may elect to contribute any portion of the annual bonuses payable to them which would cause their respective compensation to be in excess of $1,000,000 and thus non-deductible under Internal Revenue Code Section 162(m) (“Code Section 162(m)”) to their respective accounts under the Post-2018 Deferred Compensation Plan.

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Payments Upon Certain Events

The Employment Agreements each provide for the payment of severance upon the termination of employment in certain circumstances. Following is a summary of the amounts which would be paid by Seaboard to the applicable Named Executive Officers if, on December 31, 2023, his employment was involuntarily terminated without “Cause,” or if he resigned for “Good Reason,” as those terms are defined in the Employment Agreement for each such Named Executive Officer. Seaboard is not a party to an employment agreement with J. Bresky and, therefore, he is not included in the table below. Additional amounts payable to each Named Executive Officer under benefit plans upon additional events are described below under “Benefit Plans.”

Pursuant to the Employment Agreements, “Cause” means (i) a material breach by Named Executive Officer of any provision of the Employment Agreement; (ii) a material violation by Named Executive Officer of any Company policy resulting in material injury to the Company; (iii) Named Executive Officer’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (iv) Named Executive Officer’s material fraud or misappropriation of funds; or (v) the commission by Named Executive Officer of a felony involving moral turpitude; and “Good Reason” means a resignation by Named Executive Officer from his employment with the Company within one hundred eighty (180) days following the initial occurrence of any one or more of the following events: (i) a material diminution in the Named Executive Officer’s authority, duties or responsibilities; (ii) a material change in the geographic location where Named Executive Officer primarily performs his services; or (iii) any other material breach by the Company of any material provision of the Employment Agreement.

Employment Agreement Table

The Board of Directors has approved for each of the Named Executive Officers the right to use Seaboard’s airplane for personal use, which may be used for so long as each such Named Executive Officer continues to serve in such role. The allotment of flight time hours per year for personal use for the Named Executive Officers is as follows: up to 25 hours for R. Steer and up to 10 hours for each of the remaining Named Executive Officers. Seaboard also pays each of the Named Executive Officers for the incidental fees and expenses incurred related to the flights, including ground transportation, and a “tax gross-up” of the estimated federal and state income taxes each will incur as a consequence of this benefit.

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BENEFIT PLANS

409A Executive Retirement Plan and Cash Balance Retirement Plan

The Seaboard Corporation 409A Executive Retirement Plan (the “Executive Retirement Plan”) provides retirement benefits for a select group of the officers and managers, including certain Named Executive Officers, other than E. Gonzalez, P. Brown and J. Bresky. The Executive Retirement Plan was amended and restated effective January 1, 2013. The Executive Retirement Plan gives credit for all years of service with Seaboard, both before and after becoming a participant. For years of service before becoming a participant (pre-participation service), the benefit is equal to 0.65 percent of the final average remuneration (salary plus bonus) of the participant, plus 0.50 percent of final average remuneration of the participant in excess of Social Security Covered Compensation, all multiplied by the participant’s pre-participation service. For years of service after becoming a participant (post-participation service), the benefit is equal to 2.5 percent of the final average remuneration of the participant, multiplied by the participant’s years of post-participation service. The amendment to the Executive Retirement Plan effective January 1, 2013 limits, and in some circumstances establishes, the final average remuneration and limits the years of post-participation service eligible to calculate the benefit. The benefit amount determined by the formula is reduced by the following: (i) the amount such participant has accrued under the Seaboard Corporation Pension Plan (described below); and (ii) the benefit earned under the Executive Retirement Plan from 1994 through 1996 that resulted in cash payments from the plan that were based on the cost to purchase such benefit. Benefits under the Executive Retirement Plan are currently unfunded. As of December 31, 2023, all of the participating Named Executive Officers were fully vested, as defined in the Executive Retirement Plan. For the accrued benefit as of December 31, 2012 (the “Pre-2013 Benefit”), the ordinary form of payment of the benefit is pursuant to a “Single Lump Sum Payment,” which is equivalent in value to the benefit described above, payable in “Single Life Annuity” form. Under certain circumstances, the Executive Retirement Plan allows for optional forms of payment of the Pre-2013 Benefit. If the Pre-2013 Benefit will be paid pursuant to a lump sum, then payment will be made upon the earlier of: (i) the seventh month following separation from service; (ii) any change of control of Seaboard; or (iii) death or disability. If the Pre-2013 Benefit will be paid pursuant to an annuity, payment will begin in the seventh month following the month in which the participant has a separation from service, or at age 62, if later; or pursuant to a lump sum, in the event of the death or disability of the participant, or any change of control of Seaboard. The portion of the benefit which accrues after December 31, 2012 (“Post-2012 Benefit”) will be calculated as a lump sum on a date specified in the plan, and this balance will be increased or decreased based on the return of certain investments selected by the participant and paid upon the earlier of: (i) the participant’s separation from service; (ii) a change of control; or (iii) the death or disability of the participant. For participants who are not covered employees under Code Section 162(m), the Post-2012 Benefit will be paid as a lump sum on the earlier of: (i) the date specified in the plan; (ii) the seventh month following separation of service; (iii) any change of control of Seaboard; or (iv) death or disability. The Post-2012 Benefit for R. Steer was paid in 2017. The table in the Seaboard Corporation Pension Plan section below sets forth estimates of the present value as of December 31, 2023 of the accumulated benefits that would be payable to the participating Named Executive Officers under the Executive Retirement Plan at the earliest unreduced age (i.e., age 62), which estimates are calculated based on the assumptions described in Footnote 9 of Seaboard’s 2023 financial statements contained in its Annual Report.

Prior to the lump sum payment to E. Gonzalez in July 2023 of the accrued benefit as further described below, the Seaboard Corporation Cash Balance Executive Retirement Plan (the “Cash Balance Retirement Plan”) provided retirement benefits for E. Gonzalez as an officer of Seaboard’s subsidiary, Seaboard Marine Ltd. The Cash Balance Retirement Plan was amended and restated effective August 1, 2020 and dated September 22, 2020. The Cash Balance Retirement Plan provided an alternative benefit in lieu of the Executive Retirement Plan because of a change in tax law which provided for adverse tax consequences to the employees of certain foreign subsidiaries. The benefit under the Cash Balance Retirement Plan is structured to approximate the benefit which would have been payable to the participant had he remained a participant in the Executive Retirement Plan; provided, however, pursuant to the Cash Balance Retirement Plan, each participant must recognize income equal to the annual increase in the accrued benefit under the plan, and Seaboard makes a cash distribution under the plan in an amount equal to the estimated amount of taxes which will be incurred by the participant based on the income recognized, which cash distribution is deducted from the amount of the accrued benefit. In conjunction with the adoption of the plan, each participant agreed that the accrued vested benefit under the Executive Retirement Plan would be paid pursuant to the provisions of the Cash Balance Retirement Plan. The accrued benefit under the Cash Balance Retirement Plan as provided in the Pension Benefits table below was paid to E. Gonzalez in July 2023 pursuant to the provisions of such plan. The Pension Benefits table below sets forth the lump sum cash payment paid to E. Gonzalez in 2023 equal to the value of his Cash Balance Retirement Plan accumulated benefit, plus the distributions paid to E. Gonzalez in prior years. Note that E. Gonzalez became a participant in the Executive Retirement Plan on

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January 1, 2005; however, he was awarded three additional years of service, such that he is deemed to have joined the plan effective January 1, 2002. Such service was credited under the Cash Balance Retirement Plan.

Pension Plans

Seaboard provides defined benefits upon retirement for its domestic salaried and clerical employees who began employment on or before December 31, 2013 through the Seaboard Corporation Pension Plan (the “Corporation Plan”) or the Seaboard Marine Pension Plan (the “Marine Plan”) (collectively the “Plans”). The Named Executive Officers, other than E. Gonzalez, P. Brown and J. Bresky, participate in the Corporation Plan, and E. Gonzalez participates in the Marine Plan. The benefits under the Corporation Plan and the Marine Plan are the same. Benefits under the Plans are generally based upon the number of years of service and a percentage of final average remuneration (salary plus bonus), subject to limitations under applicable federal law. As of December 31, 2023, all of the participating Named Executive Officers were fully vested, as defined in the Plans. Under the Plans, the benefit payment for a married participant is pursuant to a “50 Percent Joint and Survivor Annuity.” This means the participant will receive a monthly annuity benefit for his/her lifetime, and an eligible surviving spouse will receive a lifetime annuity equal to 50 percent of the participant’s benefit. The payment of the benefit for an unmarried participant is pursuant to a “Single Life Annuity.” The Plans allow for optional forms of payment under certain circumstances. The normal retirement age under the Plans is age 65. However, unreduced benefits are available at age 62 with five years of service. The Pension Benefits table below shows the present value of the accumulated benefits that would be payable under the Plans at the earliest unreduced commencement age (i.e., age 62).

Each of the participating Named Executive Officers (other than D. Rankin) is 100 percent vested under a particular defined benefit (“Benefit”) that was frozen at December 31, 1993 as part of the Plans. A definitive actuarial determination of the benefit amounts was made in 1995. The annual amounts payable upon retirement after attaining age 62 under this Benefit are as follows: R. Steer, $15,490 and E. Gonzalez, $2,643. Under the Plans, the payment of this benefit is pursuant to a “Ten-Year Certain and Continuous Annuity.” This means the participant would receive a monthly annuity benefit for his/her lifetime and, if the participant dies while in the ten-year certain period, the balance of the ten-year benefit would be paid to his/her designated beneficiary. If the participant dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to the participant’s beneficiary in the form of a 100 percent joint and survivor benefit. The Plans allow for optional forms of payment under certain circumstances.

The following table sets forth the Years of Credited Service, the Present Value of the Accumulated Benefit and the Payments During the Last Fiscal Year, pursuant to the specified Plans for each of the participating Named Executive Officers.

Pension Benefits

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Non-Qualified Deferred Compensation Plans

Post-2018 Non-Qualified Deferred Compensation Plan

Effective January 1, 2019, Seaboard adopted the Seaboard Corporation Post-2018 Non-Qualified Deferred Compensation Plan, which was amended and restated effective January 1, 2023 (the “Post-2018 Deferred Compensation Plan”), pursuant to which a select group of management or highly-compensated employees may defer salary and bonus, and/or be credited with a company contribution made at the discretion of Seaboard, to be paid by Seaboard at a later time, all in accordance with applicable ERISA and income tax laws and regulations. No income taxes are payable by the participants on amounts deferred or contributed by Seaboard pursuant to the Post-2018 Deferred Compensation Plan until they are paid to the participant. The Post-2018 Deferred Compensation Plan also provides for a Company contribution to be credited to participants in an amount equal to Seaboard’s 401(k) Retirement Savings Plan employer matching contribution percentage, up to 4 percent for 2023, of each participant’s deferral contributions pursuant to such plan.

Elective contributions by participants and Company contributions to the Post-2018 Deferred Compensation Plan, and the earnings thereon, are generally payable on the future date selected by the participant, or if earlier, upon the participant’s retirement; however, with respect to the Named Executive Officers and any other “covered employees” under Code Section 162(m), payment of such amounts will be deferred until the earlier of (i) the first taxable year that Seaboard anticipates, or should reasonably anticipate, that if the amount were distributed during such year, the deduction of such payment would not be barred by application of Code Section 162(m); or (ii) as soon as administratively feasible after the beginning of the sixth anniversary of the participant’s separation from service (regardless of such payment’s non-deductibility).  In no event will a deferred amount be paid earlier than the first day of the seventh month following the month of the participant’s separation from service.

Following are amounts deferred and all company contributions credited to the participating Named Executive Officers under the Post-2018 Deferred Compensation Plan. These amounts are included in the amounts reported in the Summary Compensation Table above.

Post-2018 Non-Qualified Deferred Compensation Plan

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Seaboard Corporation Long-Term Incentive Plan

Effective January 1, 2022, Seaboard adopted the Seaboard Corporation Long-Term Incentive Plan (the “LTI Plan”) which provides retirement benefits for a select group of the officers and managers.  Pursuant to the LTI Plan, annually, each participant may receive an award, which is in the form of a contribution to a bookkeeping account.  Participants have

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the option to invest the account balance in various investment options, and the account balance is credited with the earnings and losses based on the performance of the investment options selected.  An award to a participant vests upon the first to occur of the following (but at least five years after the participant’s first award was received):  (a) three years after the date the award was granted; (b) upon the participant’s death or disability; (c) upon a change of control; or (d) upon the participant reaching age 60 (or upon receipt, if awarded when the participant is age 60 or older).  The account balance with respect to each award that is vested is paid to a participant as soon as administratively feasible after the first to occur of the following (a) seven months after the participant’s retirement or separation from service; (b) upon the participant’s death or disability; or (c) upon a change of control.  Notwithstanding the foregoing, with respect to the Named Executive Officers and any other “covered employees” under Code Section 162(m), payment of the account balances may be deferred until the earlier of (i) the first taxable year that Seaboard anticipates, or should reasonably anticipate, that if the amount were distributed during such year, the deduction of such payment would not be barred by application of Code Section 162(m); or (ii) as soon as administratively feasible after the beginning of the sixth anniversary of the participant’s retirement or separation from service (regardless of such payments non-deductibility).

For 2023, P. Brown received an award in the amount of $187,200 and J. Bresky received an award in the amount of $178,769.  In connection with the granting of the award to P. Brown, the Company waived the five-year vesting requirement set forth in the LTI Plan as applicable to him to provide that this award vests upon receipt.

Following are the amounts awarded to the participating Named Executive Officers under the LTI Plan. These amounts are included in the amounts reported in the Summary Compensation Table above in the year in which the applicable award vests.

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Prior Non-Qualified Deferred Compensation Plan

Through 2018, each of the Named Executive Officers (other than E. Gonzalez, P. Brown and J. Bresky) was a participant in the Seaboard Corporation Non-Qualified Deferred Compensation Plan (the “Prior Deferred Compensation Plan”), which gave a select group of management or highly-compensated employees the right to defer salary and bonus to be paid by Seaboard at a later time, and to be credited with Company contributions in an amount equal to Seaboard’s 401(k) Retirement Savings Plan matching percentage of each participant’s deferral pursuant to the Plan, all in accordance with applicable ERISA and income tax laws and regulations.

Effective January 1, 2019, Seaboard amended the Prior Deferred Compensation Plan to “freeze” the plan such that no additional contributions, whether in the form of employee elective deferrals or employer contributions (i.e., “Company Contributions” under the plan), and relating to compensation earned after December 31, 2018, were made to the Prior Deferred Compensation Plan. All plan accounts in the Prior Deferred Compensation Plan existing as of December 31, 2019 continue to experience an investment return and are distributed in accordance with the plan and any participant investment or deferral election as in effect on December 31, 2019.

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Following are the earnings on the account balances for the participating Named Executive Officers under the Prior Deferred Compensation Plan.

Prior Non-Qualified Deferred Compensation Plan

401(k) Excess Plans

Effective January 1, 2009, Seaboard adopted the Seaboard Marine Ltd. 401(k) Excess Plan (the “Marine 401(k) Excess Plan”), which provides a benefit for certain employees of Seaboard Marine Ltd., including E. Gonzalez. Effective January 1, 2022, Seaboard also adopted the Seaboard Corporation 401(k) Excess Plan (the “Seaboard 401(k) Excess Plan and, together with the Marine 401(k) Excess Plan, the “401(k) Excess Plans”), in which certain employees of Seaboard, including each Named Executive Officer, participate.  Pursuant to the 401(k) Excess Plans, participants are paid an amount equal to Seaboard’s 401(k) Retirement Savings Plan matching percentage, which for 2023, equaled 4 percent of each participant’s annual compensation in excess of the Tax Code limitation on the amount of compensation that can be taken into account under Seaboard’s 401(k) Retirement Savings Plan. The amount of such limitation was $305,000 in 2023, $290,000 in 2022 and $285,000 in 2021. The benefit earned pursuant to the 401(k) Excess Plans by each Named Executive Officer for 2023 which will be paid thereto in 2024 is included in the Summary Compensation Table above.

Retiree Medical Benefit Plan

The Seaboard Corporation Retiree Medical Benefit Plan provides family medical insurance to certain members of management, including each Named Executive Officer (other than P. Brown) upon his retirement in the event he has attained age 50, and has completed at least 15 years of service. This benefit is also furnished in the event the participating Named Executive Officer’s employment is involuntarily terminated (other than if the Named Executive Officer unlawfully converted a material amount of funds), or in the event of a change of control of Seaboard.  

Following is a summary of the present value cost to Seaboard of this benefit for each participating Named Executive Officer, assuming that this benefit was triggered and said medical insurance began to be furnished on December 31, 2023.

Executive Long-Term Disability Plan

The Seaboard Corporation Executive Long-Term Disability Plan provides disability pay continuation to certain members of management, including each Named Executive Officer, upon a long-term illness or injury that prevents the participant from being able to perform his duties. Benefits are payable following a 90 day elimination or waiting period. In conjunction with the Seaboard Corporation Group Long-Term Disability Plan, benefits payable are equal to 70 percent of participant’s salary and bonus, up to $23,000 per month for R. Steer, and up to $18,000 per month for D. Rankin, E. Gonzalez, P. Brown and J. Bresky.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

The Board of Directors has responsibility for establishing, implementing and monitoring adherence with Seaboard’s compensation philosophy. The Board ensures that the total compensation paid to the Named Executive Officers is fair, reasonable and competitive.

Compensation Philosophy and Objectives

Seaboard maintains the philosophy that the compensation for its executive officers should reflect that these officers are responsible for implementing Seaboard’s long-term strategic objectives. The compensation of the executive officers is designed to ensure that Seaboard maintains its ability to attract and retain superior employees in key positions, and that compensation provided to key employees remains competitive relative to compensation paid to similarly situated executives of our peer companies. Seaboard does not maintain any equity compensation plans, such as stock grants or stock options, unlike most of Seaboard’s peer companies. As a result, Seaboard does not maintain any policies or practices regarding hedging in Seaboard securities.

At the 2023 annual meeting of stockholders, the Company provided stockholders the opportunity to cast an advisory vote on executive compensation. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the accompanying narrative disclosure set forth in the Company’s 2023 annual meeting proxy statement. The Board viewed the vote as a strong expression of the stockholders’ general satisfaction with the Company’s current executive compensation programs. At the 2023 annual meeting of stockholders, the Company also provided stockholders the opportunity to cast an advisory vote on the frequency of holding future advisory votes on executive compensation. Consistent with the stockholders’ preference expressed in voting at the 2023 annual meeting of stockholders, the Company’s Board of Directors determined that an advisory vote on the compensation of the Company’s executive officers would be conducted every three years. A stockholder advisory vote on executive compensation will take place at the 2026 Annual Meeting of Stockholders. The next stockholder vote on the frequency of holding future advisory votes on executive compensation will take place at the 2029 Annual Meeting of Stockholders.

Setting Executive Compensation

Based on the foregoing objectives, the Board of Directors establishes the salaries for the Named Executive Officers. The Board of Directors establishes the bonuses for the Named Executive Officers based upon the recommendation of Seaboard’s Chairwoman of the Board, Lead Director and President and a subjective review of Company performance and individual performance.  

A significant factor in determining total compensation is that Seaboard does not provide any equity incentive compensation, such as stock grants or stock options.

2023 Executive Compensation Components

For the fiscal year ended December 31, 2023, the principal components of compensation for the Named Executive Officers were:

Salaries.  The salaries for the Named Executive Officers generally are established by the Board of Directors each year based on the salary in effect for the immediately preceding year, adjusted for the estimated increase in the cost of living. For 2023, the Board of Directors determined the salaries for the Named Executive Officers by increasing the 2022 salaries by a cost of living adjustment.

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Bonuses.  The Board of Directors established the 2023 bonuses for the Named Executive Officers based upon the recommendations of Seaboard’s Chairwoman of the Board and President and based upon a subjective determination, primarily considering:

Retirement and Other Benefits.  Each of the Named Executive Officers (other than P. Brown and J. Bresky) is, or previously was, a participant in the Executive Retirement Plan or the Cash Balance Retirement Plan. The benefit under these plans is generally equal to 2.5 percent of the final average remuneration (salary plus bonus) of the participant, multiplied by the participant’s years of service in the plan after January 1, 1997, subject to a limitation in the number of years of service and final average remuneration. The exact amount of the benefits, the offsets thereto and the benefit for years of service prior to January 1, 1997 are set forth in more detail on page 14 of this proxy statement.

Seaboard also maintains a tax-qualified retirement savings plan, to which all U.S.-based employees, including the Named Executive Officers, are able to contribute their annual compensation, up to the limit prescribed by the Internal Revenue Service. For 2023, Seaboard matched 100 percent of the first 3 percent of compensation contributed to the plan and 50 percent of the next 2 percent of compensation contributed to the plan. Beginning in 2022, all matching contributions vest after one year of service.

The Named Executive Officers (other than E. Gonzalez), in addition to certain other employees, are entitled to participate in the Post-2018 Deferred Compensation Plan, which gives participants the right to defer salary and bonus to be paid by Seaboard at a later time, all in accordance with applicable ERISA and income tax laws and regulations. In addition, Seaboard has the option to defer pursuant to this plan a portion of the bonus of a Named Executive Officer.

Seaboard’s LTI Plan provides retirement benefits for a select group of officers and managers, including certain Named Executive Officers (P. Brown and J. Bresky). Pursuant to the LTI Plan, participants may receive an award, at the discretion of Seaboard, which will vest on the schedule set out in such plan.  

Seaboard also maintains for each of the Named Executive Officers (other than P. Brown) and certain other executives the Seaboard Corporation Retiree Medical Benefit Plan, which provides family medical insurance to each participant upon retirement: (i) in the event the participant has attained age 50, and has at least 15 years of service; or (ii) in the event the participant’s employment is involuntarily terminated (other than if the participant unlawfully converted a material amount of funds); or (iii) in the event of a change of control of Seaboard.

The Board believes that Seaboard’s retirement and other benefits are consistent with the philosophy of Seaboard to provide security and stability of employment to the Named Executive Officers as a mechanism to attract and retain these employees.

Perquisites and Other Personal Benefits.  Seaboard provides the Named Executive Officers with perquisites and other benefits that the Board believes are reasonable and consistent with its overall compensation program to better enable Seaboard to attract and retain superior employees for key positions. These include an automobile allowance, fuel card usage, life insurance, disability insurance, personal use of Seaboard’s airplane up to a specified number of hours, and paid time off.

Tax Deductibility of Executive Compensation

Due to the enactment of the Tax Cuts and Jobs Act of 2017, any compensation Seaboard pays to the Named Executive Officers in excess of $1,000,000 will not be deductible for income tax purposes unless it qualifies for transitional relief applicable to certain binding, written compensation arrangements that were in place as of November 2, 2017. Seaboard may in certain instances elect to defer compensation of the Named Executive Officers pursuant to the Post-2018 Deferred Compensation Plan or LTI Plan. To the extent Seaboard does not elect the deferral and compensation to any Named Executive Officer is in excess of $1,000,000, Seaboard may lose the deduction.

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COMPENSATION COMMITTEE REPORT

The entire Board of Directors (in the absence of a compensation committee) has reviewed and discussed the Compensation Discussion and Analysis set forth above with management, and based on this review and discussions, has determined that the Compensation Discussion and Analysis be included in Seaboard’s Annual Report on Form 10-K and this proxy statement.

The Board of Directors is responsible for establishing the compensation for each of the Named Executive Officers. To assist the Board of Directors in determining 2023 bonuses and 2024 salaries for each of the Named Executive Officers, Seaboard’s Chairwoman of the Board, Lead Director and President discussed and recommended the 2023 bonuses and 2024 salaries, considering Seaboard’s performance and each Named Executive Officer’s performance during 2023. The 2023 bonuses and 2024 salaries for the Named Executive Officers were subsequently approved by the Board of Directors.

The members of the Board of Directors reviewing and discussing the Compensation Disclosure and Analysis are as follows:

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PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning the Company’s executive compensation philosophy, refer to “Executive Compensation – Compensation Discussion and Analysis.”

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Financial Performance Measures

As described in greater detail in “Executive Compensation and Other Information – Compensation Discussion and Analysis”, the Company’s executive compensation program for its Named Executive Officers is based on a subjective determination primarily considering individual compensation and performance and Seaboard’s general financial and operational performance. The most important, and sole, specific financial performance measure used by the Company to link executive compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance is Operating Income.

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphical descriptions of the relationships between information presented in the Pay versus Performance table.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors does not have a compensation committee.  It is the view of the Board of Directors that Seaboard need not have a compensation committee because Seaboard is controlled by the Seaboard Flour Entities, and because the full Board of Directors is able to perform the functions relative to executive compensation. The full Board of Directors participated in the consideration of executive and director compensation.

RELATED PARTY TRANSACTIONS PROCEDURES

Seaboard has no formal policy or procedure that must be followed prior to any transaction, arrangement or relationship with a related person, as defined by SEC regulations (e.g., directors, executive officers, any 5 percent shareholder, or immediate family member of any of the foregoing).

Seaboard has a written conflict of interest policy, which requires directors, officers and employees to conduct their non-work activities in a manner that does not conflict with the best interests of Seaboard. Annually, all officers and salaried employees are required to complete a form disclosing all known conflicts of interest. Seaboard’s Director of Human Resources and Seaboard’s General Counsel review and approve any disclosed conflicts of interest. In the event any of the executive officers disclosed any conflict of interest, Seaboard’s General Counsel would discuss the conflict with Seaboard’s President and Chief Executive Officer. In the event the conflict involved Seaboard’s President and Chief Executive Officer and was otherwise material, the conflict would be reviewed and approved by Seaboard’s Board of Directors.

In addition to the procedures to review conflicts of interest, annually, Seaboard requires each director, nominee for a director and officer of Seaboard to complete a questionnaire which requires disclosure of any transaction or loan exceeding $120,000 between Seaboard and such person or any member of such person’s immediate family. Any such matters which were disclosed would be reviewed by Seaboard’s General Counsel and discussed with Seaboard’s President and Chief Executive Officer and/or Executive Vice President, Chief Financial Officer and/or Seaboard’s Board of Directors, depending on the materiality of the matter.

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Item 404(a) of Regulation S-K requires us to disclose any transaction with a “related party” in which the amount involved exceeds $120,000. As previously disclosed, on October 9, 2023, Seaboard entered into three Stock Repurchase Agreements (the “Repurchase Agreements”) with entities affiliated with Ellen Bresky, the Chairwoman of Board, or other members of the Bresky family (collectively, the “Bresky Group”). The repurchases were proposed by the sellers in July 2023 to facilitate certain internal family planning and structuring objectives. On October 10, 2023, Seaboard repurchased an aggregate of 189,724 shares (the “Shares”) of its common stock from the sellers pursuant to the Repurchase Agreements. Seaboard paid $3,162.50 per Share for an aggregate purchase price of $600 million for the Shares. The Repurchase Agreements were negotiated and approved by a special committee of Seaboard’s Board of Directors (the “Special Committee”), comprised solely of disinterested, independent directors, including the lead independent director, which was advised by independent legal counsel and an independent financial advisor. The Special Committee received an opinion from its independent financial advisor as to the fairness of the consideration paid for the Shares from a financial point of view to Seaboard and stockholders unaffiliated with the Bresky Group.

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There were no other related party transactions in excess of $120,000 since the beginning of fiscal year 2023.

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The standards applied pursuant to the above-described procedures are to provide comfort that any conflict of interest or related party transaction is on an arms-length basis that is fair to Seaboard. This is principally accomplished by ensuring that the Seaboard person entering into or approving the transaction on behalf of Seaboard is independent of the person with the conflict of interest or engaging in the related party transaction with Seaboard.

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ITEM 2: SELECTION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has selected the independent registered public accounting firm of KPMG LLP as Seaboard’s independent auditors to audit the books, records and accounts of Seaboard for the year ending December 31, 2024. Stockholders will have an opportunity to vote at the annual meeting on whether to ratify the Audit Committee’s decision in this regard. Seaboard has been advised by KPMG LLP that neither it nor any member or associate has any relationship with Seaboard or with any of its affiliates other than as independent accountants and auditors.

Submission of the selection of the independent auditors to the stockholders for ratification will not limit the authority of the Audit Committee to appoint another independent certified public accounting firm to serve as independent auditors if the present auditors resign or their engagement otherwise is terminated. Submission to the stockholders of the selection of independent auditors is not required by Seaboard’s bylaws.

It is anticipated that a representative of KPMG LLP will participate at the annual meeting, and will have an opportunity to make a statement or respond to questions.

The Board of Directors recommends that you vote “FOR” ratifying the appointment of KPMG LLP as the independent auditors of Seaboard for the year ending December 31, 2024.

Independent Auditors’ Fees

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of Seaboard’s annual financial statements for 2023 and 2022, and fees billed for other services rendered by KPMG LLP during such years.

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Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services. Prior to the engagement of the independent auditors, the Audit Committee pre-approves the services by category of service. Fees are estimated and the Audit Committee requires the independent auditors and management to report actual fees, as compared to budgeted fees by category of service. The Audit Committee has delegated pre-approval authority to the Audit Committee Chairman for engagements of less than $100,000. For informational purposes only, any pre-approval decisions made by the Audit Committee Chairman are reported at the Audit Committee’s next scheduled meeting. The percentage of audit-related fees, tax fees and all other fees that were approved by the Audit Committee for fiscal 2023 was 100 percent of the total fees incurred.

Audit Committee Report to Stockholders

The Audit Committee of Seaboard is comprised of three directors who are “independent,” as defined by the NYSE American listing standards and applicable SEC rules, and operates under a written charter.

The Audit Committee has reviewed the audited financial statements for fiscal year 2023 and discussed them with management and with the independent auditors, KPMG LLP. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards and SEC requirements.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence. The Audit Committee has concluded that the independent auditors currently meet applicable independence standards.

The Audit Committee has reviewed the independent auditors’ fees for audit and non-audit services for fiscal year 2023. The Audit Committee considered whether such non-audit services are compatible with maintaining auditor independence and has concluded that they are compatible at this time.

Based on its review of the audited financial statements and the other materials referred to above and the various discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Seaboard’s Annual Report on Form 10-K for the year ended December 31, 2023.

The foregoing has been furnished by the Audit Committee:

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OTHER MATTERS

The notice of meeting provides for the election of directors, the selection of independent auditors and for the transaction of such other business, as may properly come before the meeting. As of the date of this proxy statement, the Board of Directors does not intend to present to the meeting any other business, and it has not been informed of any business intended to be presented by others. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will take action and vote proxies, in accordance with their judgment of such matters.

Action may be taken on the business to be transacted at the meeting on the date specified in the notice of meeting or on any date or dates to which such meeting may be adjourned.

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STOCKHOLDER PROPOSALS

It is anticipated that the 2025 annual meeting of stockholders will be held on April 21, 2025. Any stockholder who intends to present a proposal at the 2025 annual meeting must deliver the proposal to Seaboard at 9000 West 67th Street, Merriam, Kansas 66202, Attention: David M. Becker by the applicable deadline below:

Proxies solicited in connection with the 2025 annual meeting of stockholders will confer on the appointed proxies’ discretionary voting authority to vote on stockholder proposals that are not presented for inclusion in the proxy materials, unless the proposing stockholder notifies Seaboard by January 22, 2025 that such proposal will be made at the meeting.

FINANCIAL STATEMENTS

The consolidated financial statements of Seaboard for the fiscal year ended December 31, 2023, together with corresponding consolidated financial statements for the fiscal year ended December 31, 2022, are contained in the Annual Report which is mailed to stockholders with this proxy statement. The Annual Report is not to be regarded as proxy solicitation material.

ADDITIONAL INFORMATION

Any stockholder desiring additional information about Seaboard and its operations may, upon written request, obtain a copy of Seaboard’s Annual Report to the Securities and Exchange Commission on Form 10-K without charge. Requests should be directed to Shareholder Relations, Seaboard Corporation, 9000 West 67th Street, Merriam, Kansas 66202. Seaboard’s Annual Report to the Securities and Exchange Commission on Form 10-K is also available on Seaboard’s website at www.seaboardcorp.com.

HOUSEHOLDING OF PROXY MATERIALS

The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (including brokers) to satisfy the delivery requirements for proxy statements, annual reports and notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single package of these materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

We have adopted a “householding” procedure that you may wish to follow. If you are receiving multiple sets of proxy materials and wish to have your accounts householded, call Shareholder Relations at (913) 676-8928 or send written instructions to Shareholder Relations, Seaboard Corporation, 9000 West 67th Street, Merriam, Kansas 66202. If you no longer wish to participate in householding (and instead wish that each stockholder sharing the same address with you receives a complete set of proxy materials), you must provide written notification to Shareholder Relations to withhold your consent for householding. We will act in accordance with your wishes within 30 days after receiving such notification.

Many brokerage firms participate in householding as well. If you have a householding request for your brokerage account, please contact your broker.

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