SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Check the appropriate box:
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
PUBLIX SUPER MARKETS, INC.
----------------------------
(Name of Registrant as Specifie 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), 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 thable below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number os securities to which transaction applies:
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] 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 filin by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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PUBLIX SUPER MARKETS, INC.
1996 NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
Tuesday, May 14, 1996
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 14, 1996, at 9:30
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 15, 1996
<PAGE> 1
GENERAL INFORMATION
This proxy statement is being mailed on or about April 11, 1996,
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 14, 1996, or any
adjournments thereof. The cost of the enclosed proxy is borne by
the Corporation.
VOTING SECURITIES OUTSTANDING
As of March 15 1996, there were 224,576,226 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 March 15, 1996, 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 stockholders. Management of the
Corporation recommends that the number of directors be fixed at
nine members; and that the nine nominees herein proposed to be
directors be elected to fill the nine board seats. The proxies
will be voted FOR the fixing of the number of directors at nine
and FOR the election of the nine 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.
<PAGE> 2
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 March 15,
1996, 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 March 15, 1996 (1) of Class
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Carol Jenkins Barnett Sister of Howard M. Jenkins, 13,071,244 (2) 5.82
Director since 1983 (39) 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 24,694,809 (3) 11.00
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, Director since
1985 (52)
W. Edwin Crenshaw Nephew of Carol Jenkins Barnett, 643,571 *
President of the nephew of Howard M. Jenkins and
Corporation since 1996, cousin of Charles H. Jenkins, Jr.
previously Executive Vice
President (1994) and Vice
President, Director since
1990 (45)
Mark C. Hollis 1,528,288 (4) *
Vice Chairman of the Board
of the Corporation since
1996, previously President
and Chief Operating Officer,
Director since 1974. He is
a Director of Bell South
Telecommunications, a Bell
South Company (61)
</TABLE>
* Shares represent less than 1% of class.
Note references are explained on page 4.
<PAGE> 3
<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 March 15, 1996 (1) of Class
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles H. Jenkins, Jr. Cousin of Carol Jenkins Barnett, 1,898,822 *
Chairman of the Executive cousin of W. Edwin Crenshaw and
Committee of the Corporation, cousin of Howard M. Jenkins
Director since 1974 (52)
Howard M. Jenkins Brother of Carol Jenkins Barnett, 13,727,461 (5) 6.11
Chairman of the Board and cousin of Charles H. Jenkins, Jr.,
Chief Executive Officer of uncle of W. Edwin Crenshaw and
the Corporation, Director brother-in-law of Hoyt R. Barnett
since 1977 (45)
Tina P. Johnson
Vice President and Treasurer 1,003,436 (6) *
of the Corporation and
Trustee of the 401(k) Plan -
Publix Stock Fund since 1996,
previously Treasurer and
Trustee of the 401(k) Plan -
Publix Stock Fund (1995),
Treasurer (1992) and Assistant
Secretary, Director since
1993 (36)
E.V. McClurg
Attorney-at-law, law office of 1,991,132 *
Hahn, McClurg, Watson, Griffith
& Bush since 1995, previously
law office of E.V. McClurg,
previously Chairman of Peoples
Bank of Lakeland (1991),
Director since 1988 (54)
William H. Vass
Executive Vice President of the 31,374,559 (7) 13.97
Corporation and Trustee of the
Employee Stock Ownership Plan
since 1992, previously Vice
President and Treasurer,
Director since 1988 (46)
</TABLE>
* Shares represent less than 1% of class.
Note references are explained on page 4.
<PAGE> 4
(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)Includes 1,290,323 shares which are also shown as
beneficially owned by Carol Jenkins Barnett's husband, Hoyt
R. Barnett, but excludes all other shares beneficially owned
by Hoyt R. Barnett, 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 include 1,290,323 shares also shown
as beneficially owned by his wife, Carol Jenkins Barnett, but
exclude all other shares of common stock beneficially owned
by Carol Jenkins Barnett, as to which Hoyt R. Barnett
disclaims beneficial ownership.
(4)All shares are owned in a 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. The two family trusts for which Mark C. Hollis was
Co-Trustee with Peoples Bank of Lakeland were terminated on
August 29, 1995 and the shares were distributed to the
beneficiaries of the trusts. Therefore, certain shares which
were the subject of the trusts are no longer reflected as
beneficially owned by Mark C. Hollis.
(5)Howard M. Jenkins has sole voting and sole investment power
over 6,090,591 shares of common stock which are held
directly, sole voting and sole investment power over 162,103
shares which are held indirectly and shared voting and shared
investment power over 7,457,073 shares which are held
indirectly. The Voting Trust Agreement for which Howard M.
Jenkins was Voting Trustee was terminated on June 9, 1995.
Therefore certain shares which were the subject of the Voting
Trust are no longer reflected as beneficially owned by Howard
M. Jenkins.
(6)Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock
Fund which is the record owner of 959,225 shares of common
stock over which she has sole voting and shared investment
power.
(7)William H. Vass is Trustee of the Employee Stock Ownership
Plan (ESOT) which is the record owner of 31,341,749 shares of
common stock over which he has shared investment power. As
Trustee, William H. Vass exercises sole voting power over
614,024 shares in the ESOT because such shares have not been
allocated to participants' accounts. For ESOT shares
allocated to participants' accounts, William H. Vass will
vote shares as instructed by participants. Additionally,
William H. Vass will vote ESOT shares for which no
instruction is received.
<PAGE> 5
OTHER BENEFICIAL OWNERS' INFORMATION
Twenty-eight directors and executive officers as a group
beneficially owned 89,405,693 shares or 39.81% of the common
stock of the Corporation as of March 15, 1996. Included in this
amount are 55,579,724 shares or 24.75% in the Profit Sharing
Plan, Employee Stock Ownership Plan and 401(k) Plan - Publix
Stock Fund.
Nancy E. Jenkins, sister of Howard M. Jenkins, is the record and
beneficial owner of 14,703,305 shares or 6.55% of the common
stock of the Corporation.
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.
COMPENSATION OF DIRECTORS
The directors of the Corporation are not compensated for services
as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation Committee members, who were all officers of the
Corporation during 1995, include: Hoyt R. Barnett, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M.
Jenkins and William H. Vass. Effective with his retirement as
President and Chief Operating Officer, Mark C. Hollis resigned
from the Compensation Committee. 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 1995, the Corporation purchased approximately $1,660,000
of food products from Alma Food Imports, Inc., a company owned by
Julia Jenkins Fancelli, sister of Howard M. Jenkins.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1995, the Board of Directors appointed a Compensation
Committee. This committee is responsible for reviewing the
salary and benefit structure of the Corporation with respect to
its executive officers. The compensation for the named executive
officers, including the CEO, include a base salary and an
incentive bonus.
<PAGE> 6
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 1995, the CEO of the Corporation, Howard M. Jenkins, and
two other named executive officers received no base salary
increases. While the first two factors above suggested increases
in salary for these named executive officers, the Company decided
to maintain these salaries at the same level due to concerns
about anticipated competitive conditions in the market. The base
salaries of William H. Vass and W. Edwin Crenshaw were adjusted
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 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 1995 bonus increases for the named executive
officers principally result from the increased profitability of
the Corporation during the measurement period described above.
The 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
Compensation Committee during 1995:
Hoyt R. Barnett, W. Edwin Crenshaw, Mark C. Hollis, Charles H.
Jenkins, Jr., Howard M. Jenkins and William H. Vass.
<PAGE> 7
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 1995 and for services
rendered in all capacities to the Corporation during the years ended
1995, 1994 and 1993:
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 (21) 1995 $300,000 $128,606 - - - - $15,251
Chairman of the Board, 1994 300,000 112,934 - - - - 26,726
Chief Executive Officer and 1993 290,000 92,935 - - - - 17,974
Director
Mark C. Hollis (49) 1995 $300,000 $128,478 - - - - $15,251
President, Chief 1994 300,000 112,521 - - - - 26,726
Operating Officer and 1993 290,000 91,536 - - - - 17,974
Director
Charles H. Jenkins, Jr. (26) 1995 $228,000 $ 97,098 - - - - $15,251
Chairman of the 1994 228,000 83,767 - - - - 26,726
Executive Committee and 1993 213,000 71,037 - - - - 17,974
Director
W. Edwin Crenshaw (21) 1995 $209,000 $ 85,847 - - - - $15,251
Executive Vice President 1994 192,000 71,704 - - - - 26,726
and Director 1993 183,900 59,030 - - - - 17,974
William H. Vass (16) 1995 $256,000 $106,279 - - - - $13,979
Executive Vice President 1994 236,000 91,245 - - - - 24,322
and Director 1993 223,000 76,391 - - - - 15,750
</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 for
1993 and 1994. The 1995 amounts include the Corporation's
contribution to the Profit Sharing Plan, the Employee Stock
Ownership Plan and the 401(k) 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.
<PAGE> 8
OTHER COMPENSATION
The Corporation has no defined benefit pension plans. Its two non-
contributory 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 1995, 1994 and 1993 under the plans by the CEO and the four
most highly compensated executive officers are listed in the
Summary Compensation Table.
Effective January 1, 1995, the Corporation adopted a 401(k) plan
for the benefit of eligible employees. The 401(k) plan is a
voluntary defined contribution plan. Employees who have
completed one year of employment during which they worked 1,000
hours may contribute up to 6% of their annual compensation,
subject to certain maximum contribution restrictions. The
Corporation may make a discretionary annual matching contribution
to eligible participants of this plan as determined by the Board
of Directors. During 1995, the Board of Directors approved a
match of 50% of eligible contributions up to 3% of eligible wages
not to exceed a maximum of $750 per employee. The match, which
is made in the subsequent year, is in the form of common stock of
the Corporation.
The Corporation's group health insurance plan is available to
full-time employees and qualified part-time employees and the
group life insurance plan and long-term disability plan are
available to full-time employees. These plans do not discriminate
in favor of officers or directors of the Corporation.
All compensation paid to executive officers during 1995, 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 $890,000 in rental payments to George W.
Jenkins, Founder of the Corporation, for leased equipment and
fixtures for nine stores and paid $120,000 in rental payments to
Charles H. Jenkins, Sr., a Director of the Corporation, for
leased equipment and fixtures for one store. All leases will
expire by October 1996.
During 1995, the Corporation purchased approximately $1,660,000
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 $6,627,000 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 1995, the Corporation paid approximately $752,000 to the
law office of Hahn, McClurg, Watson, Griffith & Bush 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.
<PAGE> 9
PERFORMANCE GRAPH
The following performance graph sets forth the Corporation's
cumulative total stockholder return during the five years ended
December 30, 1995, 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 1990 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>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
PUBLIX 100.00 104.03 129.61 124.84 157.13 187.13
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
PEER GROUP 100.00 125.92 124.31 119.17 128.26 165.13
</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.
<PAGE> 10
COMMITTEES
The Board of Directors has not appointed a nominating committee.
During 1995, the Board of Directors appointed a Compensation
Committee. The Board's Compensation Committee sets and reviews
the salary and benefits structure of the Corporation with respect
to its executive officers. During 1995, the Compensation
Committee consisted of Hoyt R. Barnett, Chairman, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M.
Jenkins and William H. Vass. Effective with his retirement as
President and Chief Operating Officer, Mark C. Hollis resigned
from the Compensation Committee. During 1995, the Committee held
two meetings.
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 1995, the Committee held two meetings.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held four meetings during 1995. All
directors attended at least 75% of the Corporation's Board of
Directors and committee meetings held in 1995.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP was the Corporation's auditors
during 1995. The Audit Committee will make its recommendation as
to the Corporation's auditors for 1996 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 1997
Annual Meeting of Stockholders must be received at the
Corporation's executive offices prior to December 12, 1996, 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 15, 1996
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 30, 1995, upon the written
request of any stockholder of record or beneficial owner at the
close of business on March 15, 1995. Requests for such reports
should be directed to S. Keith Billups, P.O. Box 407, Lakeland,
Florida 33802.
PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 1996
The Undersigned hereby appoints Howard M. Jenkins, Charles H.
Jenkins, Jr. and W. Edwin Crenshaw 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 1996 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., Howard M. Jenkins, Tina P. Johnson, E. V. McClurg and
William H. Vass.
[ ] FOR fixing number of directors at nine 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
1995 Annual Report to Stockholders and (2) the Corporation's
Notice of Annual Meeting and Proxy Statement dated March 15, 1996
relating to the Annual Meeting. The undersigned revokes any proxy
previously given for the shares represented by this proxy.
____________________ __________________________________________________
Date Signature
[ ] 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.
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
14, 1996.
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 you indicate "authority
withheld" on the last page of the proxy, William H. Vass,
Trustee, will not exercise any voting rights for your ESOT
shares. If you do not provide instructions, William H. Vass,
Trustee, will exercise 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 14, 1996, to vote your ESOT 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 15, 1996
PUBLIX SUPER MARKETS, INC.
REQUEST FOR VOTING INSTRUCTIONS
IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1996
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 14, 1996 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 and Election of Directors - Carol
Jenkins Barnett, Hoyt R. Barnett, W. Edwin Crenshaw, Mark C.
Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins, Tina P.
Johnson, E. V. McClurg and William H. Vass.
[ ] FOR fixing number of directors at nine 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 as directed above if this proxy
card is properly executed and timely returned. If no
specification is made, or this proxy card is not returned, the
shares will be voted in favor of items 1 and 2.
The undersigned acknowledges receipt of (1) the Corporation's
1995 Annual Report to Stockholders and (2) the Corporation's
Notice of Annual Meeting and Proxy Statement dated March 15, 1996
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
