<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Publix Super Markets, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
PUBLIX SUPER MARKETS, INC.
1995 NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
Tuesday, May 16, 1995
Main Office & Warehouse
1936 George Jenkins Boulevard
Lakeland, Florida 33801
To Our Stockholders:
Notice is hereby given, pursuant to the By-Laws of the Corporation, that the
Annual Meeting of Stockholders of Publix Super Markets, Inc., a Florida
Corporation, will be held at the principal office of the Corporation, 1936
George Jenkins Boulevard, Lakeland, Florida, on Tuesday, May 16, 1995, at 9:00
a.m. for the following purposes:
1. To fix the number of and elect a Board of Directors;
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Accompanying the Notice of Annual Meeting of Stockholders is a Proxy Statement
and a proxy card. Whether or not you plan to attend this meeting, please mark,
sign, date and return the proxy card in the enclosed return envelope.
By order of the Board of Directors:
/s/ S. Keith Billups
- --------------------
S. Keith Billups
Secretary
Dated: March 10, 1995
<PAGE> 3
GENERAL INFORMATION
This proxy statement is being mailed on or about April 17, 1995, to the
stockholders of Publix Super Markets, Inc. (the "Corporation") in connection
with the solicitation of proxies by the Board of Directors of the Corporation
for use at the Annual Meeting of Stockholders to be held on May 16, 1995, or
any adjournments thereof. The cost of the enclosed proxy is borne by the
Corporation.
VOTING SECURITIES OUTSTANDING
As of February 24, 1995, there were 230,162,505 shares of common stock of the
Corporation outstanding. Each share is entitled to one vote.
Only holders of common stock of record at the close of business on February 24,
1995, will be entitled to vote at the Annual Meeting of Stockholders.
VOTING PROCEDURES
A stockholder giving the enclosed proxy has the power to revoke it at any time
before it is exercised by filing a written notice of such revocation or a duly
executed proxy bearing a later date with the Secretary of the Corporation, at
the principal office of the Corporation, 1936 George Jenkins Boulevard,
Lakeland, Florida. The execution of the enclosed proxy will not affect a
stockholder's right to vote in person at the meeting should the stockholder
later find it convenient to attend the meeting and desire to vote in person.
The proxy cards will be tabulated by employees of the Corporation. A
stockholder attending in person or by proxy will be counted as part of the
quorum for the meeting, even if that person abstains or otherwise does not vote
on any matter. The required vote for the election of proposed directors will be
determined based upon an affirmative vote of a plurality of the shares voting.
Any other matter submitted to a vote of the stockholders must be approved by
the affirmative vote of the majority of shares voted at the meeting in person
or by proxy. An abstention or a failure to vote is not counted in determining
whether a plurality of votes exists, but an abstention or a failure to vote is
equivalent to a "no" vote when a majority vote of all outstanding shares is
required.
FIXING NUMBER AND ELECTION OF DIRECTORS
The Corporation's By-Laws specify that the Board of Directors will have fifteen
members, with such number subject to being increased or decreased by the
shareholders. Management of the Corporation recommends that the number of
directors be fixed at ten members; and that the ten nominees herein proposed to
be directors be elected to fill the ten board seats. The proxies will be voted
FOR the fixing of the number of directors at ten and FOR the election of the
ten director nominees, unless the stockholder specifies otherwise. The term of
office of each director will be until the next annual meeting or until their
successors shall be elected and qualified.
If one or more of the nominees become unable or unwilling to serve at the time
of the meeting, the shares represented by proxy will be voted for the remaining
nominees and for any substitute nominee(s) designated by the Board of Directors
or, if none, the size of the Board will be reduced accordingly. The Board of
Directors does not anticipate that any nominee will be unavailable or unable to
serve.
1
<PAGE> 4
INFORMATION CONCERNING PROPOSED
DIRECTORS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information about the shares of the
Corporation's common stock beneficially owned as of February 24, 1995, by the
Corporation's proposed directors. Additionally listed are all directors and
executive officers as a group and others known by the Corporation to own
beneficially 5% or more of the Corporation's common stock.
<TABLE>
<CAPTION>
Name, Principal Occupation
Presently and During Last
Five Years and Period of Nature of Family Relationship Number of Shares of Common
Service as Director of with Executive Officers Stock Beneficially Owned Percent
the Corporation (Age) and Directors as of February 24, 1995 (1) of Class
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Carol Jenkins Barnett Sister of Howard M. Jenkins, 13,134,987 (2) 5.71
Director since 1983 (38) niece of Charles H. Jenkins, Sr.,
cousin of Charles H. Jenkins, Jr.,
aunt of W. Edwin Crenshaw and
wife of Hoyt R. Barnett
Hoyt R. Barnett Husband of Carol Jenkins Barnett 23,404,038 (3) 10.17
Executive Vice President and brother-in-law of Howard M. Jenkins
of the Corporation and
Trustee of the Profit
Sharing Plan since 1992,
previously Executive Vice
President of the Corporation,
Director since 1985 (51)
W. Edwin Crenshaw Nephew of Carol Jenkins Barnett, 662,635 *
Executive Vice President nephew of Charles H. Jenkins, Sr.,
of the Corporation since nephew of Howard M. Jenkins and
January 1994, previously cousin of Charles H. Jenkins, Jr.
Vice President of the
Corporation, Director
since 1990 (44)
Mark C. Hollis 2,598,335 (4) 1.13
President and Chief Operating
Officer of the Corporation,
Director since 1974. He is
a Director of Bell South
Telecommunications, a Bell
South Company (60)
</TABLE>
* Shares represent less than 1% of class.
Note references are explained on page 4.
2
<PAGE> 5
<TABLE>
<CAPTION>
Name, Principal Occupation
Presently and During Last
Five Years and Period of Nature of Family Relationship Number of Shares of Common
Service as Director of with Executive Officers Stock Beneficially Owned Percent
the Corporation (Age) and Directors as of February 24, 1995 (1) of Class
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles H. Jenkins, Jr. Son of Charles H. Jenkins, Sr., 2,288,398 *
Chairman of the Executive cousin of Carol Jenkins Barnett,
Committee of the Corporation, cousin of W. Edwin Crenshaw and
Director since 1974 (51) cousin of Howard M. Jenkins
Charles H. Jenkins, Sr. Father of Charles H. Jenkins, Jr., 2,629,244 1.14
Retired in 1985, previously uncle of Carol Jenkins Barnett,
Chairman of the Board of the uncle of W. Edwin Crenshaw and
Corporation, Director since uncle of Howard M. Jenkins
1953 (80)
Howard M. Jenkins Brother of Carol Jenkins Barnett, 42,027,187 (5) 18.26
Chairman of the Board and nephew of Charles H. Jenkins, Sr.,
Chief Executive Officer of cousin of Charles H. Jenkins, Jr.,
the Corporation, Director uncle of W. Edwin Crenshaw and
since 1977 (44) brother-in-law of Hoyt R. Barnett
Tina P. Johnson
Treasurer of the Corporation and 42,724 *
Trustee of the 401(K) Plan -
Publix Stock Fund since 1995,
previously Treasurer (1992)
and Assistant Secretary,
Director since 1993 (35)
E.V. McClurg
Chairman of Peoples Bank of 1,993,932 *
Lakeland since 1991 (previously
Vice Chairman) and attorney-at-
law, law office of Hahn, McClurg,
Watson, Griffith & Bush since 1995,
previously law office of E.V. McClurg,
Director since 1988 (53)
William H. Vass
Executive Vice President of the 29,486,553 (6) 12.81
Corporation and Trustee of the
Employee Stock Ownership Plan
since 1992, previously Vice
President and Treasurer,
Director since 1988 (45)
</TABLE>
* Shares represent less than 1% of class.
Note references are explained on page 4.
3
<PAGE> 6
(1) As used in the table on the preceding pages, "beneficial ownership" means
the sole or shared voting or investment power with respect to the
Corporation's common stock. Holdings of officers include shares allocated
to their individual accounts in the Corporation's Employee Stock
Ownership Plan, over which each officer exercises sole voting power and
shared investment power. In accordance with the beneficial ownership
regulations, the same shares of common stock may be included as
beneficially owned by more than one individual or entity.
(2) Excludes shares of common stock beneficially owned by Carol Jenkins
Barnett's husband, as to which Carol Jenkins Barnett disclaims beneficial
ownership.
(3) Hoyt R. Barnett is Trustee of the Profit Sharing Plan which is the record
owner of 23,278,750 shares of common stock over which he exercises sole
voting and investment power. Total shares beneficially owned excludes
shares of common stock owned by Hoyt R. Barnett's wife, as to which Hoyt
R. Barnett disclaims beneficial ownership.
(4) Mark C. Hollis is Co-Trustee with Peoples Bank of Lakeland for 1,508,468
shares of common stock in two family trusts. The remaining shares are
owned in a separate family trust over which Mark C. Hollis is Co-Trustee
with his wife. As Co-Trustee, Mark C. Hollis has shared voting and
investment power for these shares.
(5) Howard M. Jenkins is Voting Trustee of a Voting Trust Agreement
(Agreement), effective May 30, 1987, established by him, his brother and
two of his sisters. The Agreement, as amended, has a ten year term and
covers 41,455,760 shares of common stock, of which 12,396,395 shares are
beneficially owned by Howard M. Jenkins and 14,185,405 shares are
beneficially owned by Nancy E. Jenkins. The remaining shares held under
the Agreement are owned by various individuals who are not beneficial
owners of 5% or more of the Corporation's common stock. As Trustee,
Howard M. Jenkins has voting rights for the shares represented by the
Agreement unless the stockholders of a majority of the shares direct him
to vote all shares in a specified manner. In addition, Howard M. Jenkins
beneficially owns 571,427 shares of common stock which are either
individually owned or owned as Trustee for three separate trusts over
which he exercises sole voting and investment power.
(6) William H. Vass is Trustee of the Employee Stock Ownership Plan (ESOT)
which is the record owner of 29,453,743 shares of common stock over which
he has shared investment power. As Trustee, William H. Vass exercises
sole voting power over 529,560 shares in the ESOT because such shares
have not been allocated to participants' accounts. The ESOT participants,
not William H. Vass, exercise sole voting power over all remaining shares
in the ESOT.
4
<PAGE> 7
OTHER BENEFICIAL OWNERS' INFORMATION
Twenty-eight directors and executive officers as a group beneficially owned
119,046,387 shares or 51.72% of the common stock of the Corporation as of
February 24, 1995. Included in this amount are 52,732,493 shares in the Profit
Sharing Plan and the Employee Stock Ownership Plan.
Nancy E. Jenkins, sister of Howard M. Jenkins, is the record and beneficial
owner of 15,206,894 shares or 6.61% of the common stock of the Corporation.
Included in this amount are 14,185,405 shares which are held in and subject to
the Voting Trust Agreement, effective May 30, 1987, for which Howard M. Jenkins
is Voting Trustee.
Beneficial owners of 5% or more of common stock who are known by the
Corporation include those noted in the preceding table with respect to
directors, the Profit Sharing Plan and the Employee Stock Ownership Plan or
otherwise noted above. The Corporation is aware of no other beneficial owners
of 5% or more of the common stock of the Corporation. The address for all
beneficial owners is 1936 George Jenkins Boulevard, Lakeland, Florida, 33801.
Under Section 16 of the Securities Exchange Act of 1934, certain officers,
directors and stockholders of the Corporation are required to file reports of
stock ownership and changes therein with the Securities and Exchange
Commission. The Corporation believes that its officers, directors and
stockholders complied with the Section 16 filing requirements except as noted
below. Previous reports filed by the following persons did not reflect their
indirect beneficial ownership of certain shares or changes therein: R. Scott
Charlton (Form 4 for the purchase of 10 shares); William H. Vass (Form 4 for
the gift of 20 shares). Both transactions were performed by the officers'
wives, who are also employees of the Corporation, for shares that were not
owned jointly by Mr. Charlton or Mr. Vass. Upon learning of the omissions,
Messrs. Charlton and Vass promptly filed amended reports to reflect the
required information.
COMPENSATION OF DIRECTORS
The directors of the Corporation are not compensated for services as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Executive Committee performed the equivalent functions of a
Compensation Committee. Committee members, who were all officers of the
Corporation, include: Hoyt R. Barnett, Mark C. Hollis, Charles H. Jenkins, Jr.,
Howard M. Jenkins and William H. Vass. There were no interlocks of executive
officers or directors of the Corporation serving on the compensation or
equivalent committee of another entity which has any executive officer or
director serving on the Compensation Committee, other committee or Board of
Directors of the Corporation.
During 1994, the Corporation purchased approximately $1,209,000 of food
products from Alma Food Imports, Inc., a company owned by Julia Jenkins
Fancelli, sister of Howard M. Jenkins.
5
<PAGE> 8
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation for the named executive officers, including the CEO, include a
base salary and an incentive bonus.
The factors considered in determining the base salary include: (1) the overall
level of responsibility and the relationship to compensation levels of the
Corporation's management (2) the compensation levels of supermarket chains in
the Corporation's Peer Group Index, taking into account the size and financial
performance of the Corporation (3) anticipated competitive operating conditions
and (4) overall economic conditions. During 1994, the CEO of the Corporation,
Howard M. Jenkins, received a base salary increase of 3.4% from the prior year.
The base salary increases for the other named executive officers ranged from
3.4% to 7.0%. The increases for all named executive officers, with the
exception of William H. Vass, are the first base salary increases for the
executives since 1990. While the first two factors above suggested larger
increases in salary over the period since 1990, base salary increases have been
minimal due to concerns about anticipated competitive conditions in the market.
The base salary of William H. Vass was adjusted in prior years to reflect
increased responsibilities.
Bonuses are paid generally in the year following the year earned. During 1992,
the Corporation implemented an incentive bonus plan. The incentive bonus plan
covers approximately 350 management employees. Under the plan, a bonus pool is
established as a fraction of earnings before income taxes for the twelve months
ended with the third quarter for each fiscal year. Then, this pool is adjusted
upward or downward to reflect actual sales results for the same twelve month
period in comparison to a sales goal. The fraction of earnings before income
taxes that is used was determined in 1992. The fraction equaled the percentage
of 1991 earnings before income taxes represented by 1991 discretionary bonuses
paid in total, without any formula, to those who began to participate in the
incentive bonus in 1992. The same fraction of earnings has been maintained as
essentially constant since 1992 because of the desire to have the bonus pool in
total change only as the performance of the Corporation changes. The bonus
pool is allocated among the participating management employees, including the
named executive officers, based on compensation paid for the twelve months
ended with the third quarter of the fiscal year. The bonuses are earned for
employment during the calendar year and an employee must be employed at the end
of the calendar year to participate in the bonus. However, the bonuses are
allocated on compensation for the period described above so the bonuses can be
determined by year end. The 1994 bonus increases for the named executive
officers principally result from the increased profitability of the Corporation
during the measurement period described above.
The average compensation earned by the executives named in the following table
ranks at or near the bottom of compensation earned by comparable positions
among the peer group supermarket chains included in the performance graph on
page 9.
This report is submitted by the following members of the Executive Committee:
Hoyt R. Barnett, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins and
William H. Vass.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table summarizes the compensation earned by the Corporation's
Chief Executive Officer (CEO) and the Corporation's four most highly
compensated executive officers other than the CEO who were serving as executive
officers at the end of 1994 and for services rendered in all capacities to the
Corporation during the years ended 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
------------------------------------- -------------------- -------
Other
Annual Restricted All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Position Year Salary Bonus (1) sation Award SARs (#) Payouts sation(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Howard M. Jenkins (20) 1994 $300,000 $112,934 - - - - $26,726
Chairman of the Board, 1993 290,000 92,935 - - - - 17,974
Chief Executive Officer and 1992 290,000 92,000 - - - - 19,167
Director
Mark C. Hollis (48) 1994 $300,000 $112,521 - - - - $26,726
President, Chief 1993 290,000 91,536 - - - - 17,974
Operating Officer and 1992 290,000 86,250 - - - - 19,167
Director
Charles H. Jenkins, Jr. (25) 1994 $228,000 $ 83,767 - - - - $26,726
Chairman of the 1993 213,000 71,037 - - - - 17,974
Executive Committee and 1992 213,000 78,990 - - - - 19,167
Director
Hoyt R. Barnett (26) 1994 $198,000 $ 80,894 - - - - $26,726
Executive Vice President 1993 190,000 63,011 - - - - 17,974
and Director 1992 190,000 69,000 - - - - 19,167
William H. Vass (15) 1994 $236,000 $ 91,245 - - - - $24,322
Executive Vice President 1993 223,000 76,391 - - - - 15,750
and Director 1992 206,000 94,000 - - - - 16,825
</TABLE>
( ) Years of Service
(1) Amounts in this column include bonuses earned in the applicable year but
paid in a subsequent year.
(2) Amounts in this column include the Corporation's contribution to the
Profit Sharing Plan and the Employee Stock Ownership Plan. The 1994
amounts include contributions to the Plans for the year ending September
30, 1994, and the three month period ended December 31, 1994. To
accommodate the implementation of a 401(K) plan in 1995, the year end for
the retirement plans was changed from September 30 to December 31.
7
<PAGE> 10
OTHER COMPENSATION
The Corporation has no defined benefit pension plans. Its two defined
contribution plans, a profit sharing plan and an employee stock ownership plan,
are available to all employees who have completed one year of employment during
which they worked 1,000 hours or more. The Corporation's contribution to the
Profit Sharing Plan is based on 10% of earnings before income taxes and the
profit sharing contribution. An additional 5% of the same earnings is
contributed to the Employee Stock Ownership Plan. The Corporation contributes
additional shares to the Employee Stock Ownership Plan as determined by the
Board of Directors. The Corporation's contributions to these two plans are
allocated to all participants on the basis of compensation and the plans do not
discriminate, in scope, terms, or operation, in favor of officers or directors
of the Corporation. Amounts earned for 1994, 1993 and 1992 under the plans by
the CEO and the four most highly paid executive officers are listed in the
Summary Compensation Table. At the beginning of 1995, the Corporation
implemented a 401(K) plan.
The Corporation's group health insurance plan is available to all full-time
employees and qualified part-time employees and the group life insurance plan
and long-term disability plan are available to all full-time employees. These
plans do not discriminate in favor of officers or directors of the Corporation.
All compensation paid to executive officers during 1994, other than cash and
compensation pursuant to the plans described above, does not exceed the minimum
amounts required to be reported pursuant to the Securities and Exchange
Commission rules.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Corporation paid $1,400,000 in rental payments to George W. Jenkins,
Founder of the Corporation, for leased equipment and fixtures for 13 stores and
paid $210,000 in rental payments to Charles H. Jenkins, Sr., a Director of the
Corporation, for leased equipment and fixtures for two stores. All leases will
expire by October 1996.
During 1994, the Corporation purchased approximately $1,209,000 of food
products from Alma Food Imports, Inc., a company owned by Julia Jenkins
Fancelli, sister of Howard M. Jenkins. The Corporation also purchased
approximately $3,837,000 of food products from suppliers represented by a
brokerage company partially owned by Byron Brown, son of Bennie F. Brown, Vice
President of the Corporation.
During 1994, the Corporation paid approximately $232,000 to the law office of
E.V. McClurg for legal services. E.V. McClurg is a Director and continues to
provide legal services to the Corporation.
In the opinion of management, the terms of these transactions are no less
favorable than terms that could have been obtained from unaffiliated parties.
8
<PAGE> 11
PERFORMANCE GRAPH
The following performance graph sets forth the Corporation's cumulative total
stockholder return during the five years ended December 31, 1994, with the
cumulative total return on the S&P 500 Index and a custom Peer Group Index
including companies in the same line of business (supermarket retail
companies)(1). The Peer Group Index is weighted based on the various companies'
market capitalization. The comparison assumes $100 was invested at the end of
1989 in the Corporation's common stock and in each of the related indices and
assumes reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PUBLIX 100.00 113.45 118.02 147.04 141.63 178.26
S&P 500 100.00 96.89 126.42 136.05 149.76 151.74
PEER GROUP 100.00 109.13 137.41 135.65 130.05 139.97
</TABLE>
(1) Companies included in the peer group are: A&P, Albertsons, American
Stores, Brunos, Food Lion, Giant Foods, Hannaford Bros., Kroger, Safeway,
Smith's Food & Drug, Vons, Weis Markets and Winn-Dixie.
9
<PAGE> 12
COMMITTEES
The Board of Directors has neither a standing compensation nor nominating
committee.
The Board's Audit Committee recommends the independent auditors to be engaged
by the Corporation and reviews with the independent auditors and the internal
auditors the scope and results of their audit work, including their appraisal
of the Corporation's internal accounting controls. Presently, the Audit
Committee consists of Carol J. Barnett, Charles H. Jenkins, Sr. and E.V.
McClurg, Chairman. During 1994, the Committee held two meetings.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held four meetings during 1994. All directors attended
100% of the Corporation's Board of Directors and committee meetings held in
1994.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP was the Corporation's auditors during 1994.
The Audit Committee will make its recommendation as to the Corporation's
auditors for 1995 later this year.
Representatives of KPMG Peat Marwick LLP will be present at the meeting with an
opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1996 Annual Meeting
of Stockholders must be received at the Corporation's executive offices prior
to December 18, 1995, for consideration for inclusion in the proxy statement
and proxy card relating to that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
At the date of this proxy statement the Board of Directors knows of no matter
other than the matters described herein that will be presented for
consideration at the meeting. However, if any other business shall properly
come before the meeting, all proxies signed and returned by stockholders will
be voted in accordance with the best judgment of the persons voting the
proxies.
By order of the Board of Directors:
/s/ S. Keith Billups
- --------------------
S. Keith Billups
Secretary
Dated: March 10, 1995
The Corporation will provide, without charge, a copy of its annual report to
the Securities and Exchange Commission, Form 10-K, for the fiscal year ended
December 31, 1994, upon the written request of any stockholder of record or
beneficial owner at the close of business on February 24, 1995. Requests for
such reports should be directed to S. Keith Billups, P.O. Box 407, Lakeland,
Florida 33802.
10
<PAGE> 13
APPENDIX A
COMMON STOCK
PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 16, 1995
The Undersigned hereby appoints Howard M. Jenkins, Mark C. Hollis and Charles
H. Jenkins, Jr. or any of them, as proxy or proxies with power of substitution,
to vote all shares of Common Stock of Publix Super Markets, Inc., which the
undersigned is entitled to vote at the 1995 Annual Meeting of Stockholders, and
at any adjournments thereof, on the following matters:
1. Fixing Number of and Election of Directors - Carol Jenkins Barnett,
Hoyt R. Barnett, W. Edwin Crenshaw, Mark C. Hollis, Charles H.
Jenkins, Jr., Charles H. Jenkins, Sr., Howard M. Jenkins, Tina P.
Johnson, E. V. McClurg and William H. Vass.
[ ] FOR fixing number of directors at ten and FOR all nominees
listed above (except as to those nominees whose names have been
crossed out).
[ ] AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
proxies named above may, in their discretion, vote the shares
represented by this proxy card upon such other matters as may
properly come before the Annual Meeting.
The shares represented by this proxy card will be voted only if this proxy card
is properly executed and timely returned. In that event, such shares will be
voted as specified. If no specification is made, the shares will be voted in
favor of items 1 and 2.
The undersigned acknowledges receipt of (1) the Corporation's 1994 Annual
Report to Stockholders and (2) the Corporation's Notice of Annual Meeting and
Proxy Statement dated March 10, 1995 relating to the Annual Meeting. The
undersigned revokes any proxy previously given for the shares represented by
this proxy.
________________ _____________________________ _____________________________
Date Signature Signature if held jointly
[ ] If you received an annual report for
this account and request not to,
please mark an (x) in this box.
Stockholders with multiple accounts,
please leave one proxy card unmarked.
[ ] I will attend the meeting.
Note: Your signature should appear as your name appears hereon. For shares held
in joint names, each joint owner should sign. If signing as attorney, executor,
administrator, trustee, guardian or other representative capacity, please give
full title as such.
Please mark, sign, date and promptly return this proxy card using the enclosed
envelope.
<PAGE> 14
APPENDIX B
To Participants of Publix Super Markets, Inc.
Employee Stock Ownership Plan (ESOT)
Please See Last Page of Proxy For Voting Instructions
Important
Dated Material
Dear ESOT Participant:
Our records indicate that you have Employee Stock Ownership Plan (ESOT) shares
which have voting rights at the Publix Super Markets, Inc. Annual Meeting of
Stockholders to be held on May 16, 1995.
The Trustee of the ESOT, William H. Vass, is required to exercise the voting
rights on the shares allocated to your ESOT account in accordance with your
instructions. If William H. Vass, Trustee, does not receive these instructions
from you or you indicate "authority withheld" on the last page of the proxy, he
will not exercise any voting rights for your ESOT shares.
To authorize William H. Vass, Trustee (or his designee), who will attend the
Annual Meeting of Stockholders of Publix Super Markets, Inc. on May 16, 1995,
to vote your ESOT account shares, promptly sign and date the last page of the
proxy. Remove the page along the perforated line and fold. If you received
this proxy at your Publix location, please return this notice through the
unmetered store mail system. The return address has been pre-printed on the
last page of this notice. If this notice was received at an address other than
a Publix location, please return the notice in the self-addressed envelope
provided.
Thank you,
Plan Administrator
Publix Super Markets, Inc.
Dated: March 10, 1995
<PAGE> 15
APPENDIX C
PUBLIX SUPER MARKETS, INC.
REQUEST FOR VOTING INSTRUCTIONS
IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 1995
The undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan (the "ESOT"), with respect to all shares of
Common Stock of Publix Super Markets, Inc. (the "Corporation") allocated to the
ESOT account of the undersigned, the voting rights of which are accorded to the
undersigned under the ESOT (the "Account Shares"), does hereby request and
instruct William H. Vass, Trustee, or the Trustee's designee, to attend the
Annual Meeting of Stockholders of the Corporation to be held on May 16, 1995
and any adjournments thereof and to vote all the Account Shares which are
entitled to vote at the Annual Meeting, in any manner and with the same effect
as if the undersigned were the record owner of the Account Shares. The
undersigned authorizes and instructs the Trustee or his designee to vote as
follows:
1. Fixing Number of and Election of Directors - Carol Jenkins Barnett,
Hoyt R. Barnett, W. Edwin Crenshaw, Mark C. Hollis, Charles H.
Jenkins, Jr., Charles H. Jenkins, Sr., Howard M. Jenkins, Tina P.
Johnson, E. V. McClurg and William H. Vass.
[ ] FOR fixing number of directors at ten and FOR all nominees listed
above (except as to those nominees whose names have been crossed
out).
[ ] AUTHORITY WITHHELD
2. Other Matters - Unless a line is stricken through this sentence, the
Trustee (or the Trustee's designee) is directed in such person's
discretion to vote the Account Shares upon such other matters as may
properly come before the Annual Meeting.
The Account Shares will be voted only if this proxy card is properly executed
and timely returned. In that event, such shares will be voted in the manner
specified. If no specification is made, the shares will be voted in favor of
items 1 and 2.
The undersigned acknowledges receipt of (1) the Corporation's 1994 Annual
Report to Stockholders and (2) the Corporation's Notice of Annual Meeting and
Proxy Statement dated March 10, 1995 relating to the Annual Meeting. The
undersigned revokes any proxy previously given for the Account Shares.
______________________ _____________________________________________________
Date Signature
Note: Your signature should appear as your name appears on the reverse side. If
signing as attorney, executor, administrator, trustee, guardian or other
representative capacity, please give full title as such.
[ ] I WILL ATTEND THE MEETING.
(Promptly mark, sign and date then remove from proxy, fold and return either
through the unmetered mail system or in the enclosed envelope.)
Return to:
Retirement Department
Publix Corporate Office
Lakeland
