SAFM

Sanderson Farms, Inc. (SAFM)

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Exchange: NASDAQ
Industry: Consumer Non-Durables
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Sanderson Farms, Inc. (SAFM)

February 14, 2013 11:00 am ET

Executives

Joe F. Sanderson - Chairman and Chief Executive Officer

Lampkin Butts - President, Chief Operating Officer and Director

Robin Robinson

Stacy Webb

Tara Sasser

Steve Weathersby

Anthony Burks

Lee Southwell

D. Michael Cockrell - Chief Financial Officer, Treasurer and Director

Brian Romano - Director of Administration

Jennifer Buster

Presentation

Joe F. Sanderson

Good morning. I'm Joe Sanderson. On behalf of our company, welcome to the 2013 Annual Meeting of Stockholders. We're pleased to have each of you here with us this morning. Before we begin the business portion of our meeting, I would like to ask Lampkin to open our meeting with a prayer.

Lampkin Butts

[Presentation]

Joe F. Sanderson

Thank you, Lampkin. Our general order of business today will be to consider the motions to be presented at this meeting, to offer some comments about the company's performance while the votes are being counted, and then to receive a report on the results of the voting. During the portion of the meeting in which we discuss our operations, we will be happy to field any questions you may have about Sanderson Farms.

I would like, at this time, to introduce the company's directors, and I'd like for each one of them to stand as their name is called: Johnny Baker, Proprietor of John H. Baker Interests, Houston, Texas; Fred Banks, Partner, Phelps Dunbar LLP, Jackson, Mississippi; John Bierbusse, Retired Manager of Research Administration, AG Edwards from Chicago; Lampkin Butts, President and Chief Operating Officer, Sanderson Farms; Mike Cockrell, Treasurer and Chief Financial Officer, Sanderson Farms; Toni Cooley, President of Systems Electro Coating LLC, Jackson; Beverly Wade Hogan, President of Tougaloo College, Jackson; Robert Khayat, Retired Chancellor of the University of Mississippi, Oxford; Phil Livingston, Retired Chairman and Chief Executive Officer, Deposit Guaranty National Bank of Louisiana; Dianne Mooney, Retired Senior Vice President, Southern Living at Home, Birmingham; Gail Pittman, President, Gail Pittman Inc., Madison; Charles Ritter, Retired President and Director, the Attala Company, Kosciusko.

I would also like to introduce our corporate attorneys, Louis Fishman and Maureen Gershanik of Fishman Haygood, New Orleans; and Henry Chatham of Wise Carter, Jackson. I'd also like to introduce Bob Kimbro and Brian Rotolo of Ernst & Young, our auditors. They will be available today to respond any appropriate questions you may have later in the meeting. Serving as the inspector of election for today's meeting will be Drew Anderson of Corporate Communications, Nashville, Tennessee. She's in the back of the room.

Motions that have been properly put before our shareholders, consistent with the requirements of our bylaws, will be accepted only from stockholders of record as of December 20, 2012. Those who wish to enter a motion should stand and identify themselves. Their motions will then be placed before the meeting, subject to customary procedures. Because this meeting is being broadcast live via the Internet, please wait for the microphone before making or seconding any motion so that you will be heard. I have in my possession a list of stockholders of record entitled to vote at this meeting and the ballot proxies received for those stockholders. I also have a copy of the Notice of Meeting, proxy statement, annual report and an affidavit of service of notice of the meeting, certifying that these documents were mailed to the stockholders of record of Sanderson Farms. These documents will be filed with the records of the company.

This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws of Sanderson Farms provide that a quorum shall constitute presence, in person or by proxy, of a majority of shares entitled to vote at the meeting. May I now have a report on whether or not a quorum is present?

Unknown Executive

Thank you, Joe. The Inspector and I have reviewed the proxies that have been received and examined the credentials of stockholders voting in person. Out of a total of 23,024,307 shares outstanding on the record date, they are present at this meeting, either in person or by proxy, 20,964,296 shares, and that is approximately 91% of the outstanding shares of common stock.

Joe F. Sanderson

Thank you. Since a quorum is present, this meeting will proceed. The next item on the agenda is the reading of the minutes from last year's meeting. You all would like to hear the reading of the minutes.

Robin Robinson

Mr. Chairman, my name is Robin Robinson, and I move that we dispense with the reading of the minutes.

Stacy Webb

I'm Stacy Webb, and I second the motion.

Joe F. Sanderson

It has been moved and seconded that we dispense with the reading of the minutes. For those in favor, please say aye.

[Voting]

Joe F. Sanderson

Opposed, no.

[voting]

Joe F. Sanderson

That motion carries. Now we will proceed with the items proposed in the proxy statement. They will first be put on the floor, and then we will vote. The first item will be the election of five Class C Directors to serve until the annual meeting in the year 2016.

Tara Sasser

Mr. Chairman, my name is Tara Sasser. The Board of Directors has nominated the following persons to serve as directors until the 2016 Annual Meeting: Fred Banks, Jr., Toni D. Cooley, Robert C. Khayat, Dianne Mooney and Gail Jones Pittman. I move their elections.

Steve Weathersby

I'm Steve Weathersby, and I second the motion.

Joe F. Sanderson

Is there any discussion of the nominations? The next item on today's agenda is a proposal to ratify and approve the selection of Ernst & Young LLP as the company's independent auditors for the fiscal year ending October 31, 2013.

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