January 26, 1996
Dear Stockholder:
The 1996 Annual Meeting of Stockholders of the Company will be held in
the Petroleum Room of the Ramada Inn in Laurel, Mississippi, at 10:00 A.M. on
Thursday, February 22, 1996. The purposes of the Annual Meeting are set forth
in the accompanying Notice and Proxy Statement.
The 1995 Annual Report, which is enclosed, contains financial and other
information concerning the Company and its business for the fiscal year ended
October 31, 1995. The Annual Report is not to be considered part of the proxy
solicitation materials.
We cordially invite you to attend the Annual Meeting. If you cannot
attend, please complete and return the enclosed Proxy so that your vote can be
recorded.
Cordially,
/s/Joe Frank Sanderson
Joe Frank Sanderson
Chairman of the Board
PAGE
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held February 22, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Sanderson Farms, Inc. (the
"Company") will be held in the Petroleum Room of the Ramada Inn in Laurel,
Mississippi at 10:00 A.M. (local time) on Thursday, February 22, 1996, for the
following purposes:
(1) To elect three Class A Directors to serve until the 1999 annual
meeting;
(2) To consider and act upon 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, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The business to be transacted at the Annual Meeting is more fully
described in the accompanying Proxy Statement, to which reference is hereby
made.
The Board of Directors has fixed the close of business on January 5,
1996 as the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/James A. Grimes, Secretary
Dated: January 26, 1996
<PAGE> <PAGE>
PROXY STATEMENT
General
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Sanderson Farms, Inc. (the "Company"), P.O. Box 988, Laurel,
Mississippi 39441, in connection with the 1996 Annual Meeting of Stockholders
to be held February 22, 1996, and any adjournments of that meeting. Execution
of the Proxy will not in any way affect a stockholder's right to attend the
meeting and, upon revocation of the Proxy, to vote in person. Proxies may be
revoked at any time before they are voted by filing with the Secretary a
written notice of revocation or a duly executed Proxy bearing a later date.
Unless they are revoked, Proxies in the form enclosed, properly executed and
received by the Secretary of the Company prior to the Annual Meeting, will be
voted at the meeting as specified by the stockholder in the Proxy or, except
with respect to broker non-votes, if no specification is made in the Proxy,
then FOR each of the proposals set forth in the accompanying Notice of Annual
Meeting of Stockholders, and according to their discretion upon all other
matters which may properly come before the meeting. Broker non-votes will be
treated as not present for purposes of calculating the vote on a matter for
which no specification is made in the proxy, and will not be counted either as
a vote FOR or AGAINST a proposal or as an ABSTENTION with respect thereto.
Abstentions will not be counted either as a vote FOR or as a vote AGAINST a
proposal. The cost of soliciting Proxies is being paid by the Company.
The Company's 1995 Annual Report accompanies this Proxy Statement, but
is not to be considered a part of the proxy solicitation materials. The
record date for the Annual Meeting is January 5, 1996. These materials are
being mailed to stockholders on or about January 26, 1996.
<PAGE>
Capital Stock
The authorized capital stock of the Company consists of 5,000,000 shares
of non-voting preferred stock, of which 500,000 shares have been designated
Series A Junior Participating Preferred Stock, par value $100.00 per share,
none of which shares have been issued, and 100,000,000 shares of Common Stock,
par value $1.00 per share, of which 13,613,080 shares had been issued and were
outstanding as of January 5, 1996, the record date for the Annual Meeting.
Only stockholders of record at the close of business on such date are entitled
to notice of and to vote at the Annual Meeting. Each such stockholder is
entitled to one vote for each share of common stock held at that date.
Beneficial Ownership
The following table sets forth information, as of January 5, 1996,
concerning (a) the only stockholders known by the Company to own beneficially
more than 5% of the common stock of the Company, which is the only class of
voting securities outstanding, (b) the beneficial ownership of common stock of
the executive officers named in the "Summary Compensation Table" below, and
(c) the beneficial ownership of common stock by all Directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Amount
Beneficial Owner(s) Beneficially Percent
and Address Owned(1)(2) of Class
<S> <C> <C>
Joe Frank Sanderson (3) 3,253,783 shares 23.90%
Dewey R. Sanderson, Jr. (4) 3,268,482 shares 24.01%
D. Michael Cockrell (5) 1,055,949 shares 7.76%
Joe F. Sanderson, Jr. (6) 1,172,185 shares 8.61%
Trustmark National Bank (7) 1,055,499 shares 7.75%
All Directors and executive
officers as a
group (12 persons) (8) 7,949,098 shares 58.39%
</TABLE>
(1) The shares are owned of record by the beneficial owners shown with
sole voting and investment power, except as set forth in the following notes.
(2) Joe F. Sanderson, Jr., D. Michael Cockrell and Trustmark National
Bank are the trustees of the Employee Stock Ownership Plan and Trust of
Sanderson Farms, Inc. and Affiliates (the "ESOP"), which is the record owner
of 1,055,499 shares of common stock of the Company. Trustmark National Bank
and Messrs. Sanderson and Cockrell, in their respective capacities as trustees
of the ESOP, share with each other investment power with respect to those
shares of common stock and therefore are each deemed to beneficially own,
under applicable regulations of the Securities and Exchange Commission, the
1,055,499 shares of common stock owned of record by the ESOP. With respect to
the voting power of the 1,055,499 shares of common stock, the members of the
Administrative Committee of the ESOP share with each other voting power as to
167,500 shares, which are the shares of common stock not allocated to
participant accounts under the ESOP, and the participants in the ESOP exercise
sole voting power as to the 887,999 shares allocated to their respective
accounts under the ESOP.
(3) Address: P. O. Box 988, Laurel, Mississippi 39441. The amount in
the table includes 3,173,845 shares owned of record by Mr. Sanderson and
79,938 shares allocated to Mr. Sanderson's account under the ESOP, with
respect to each of which amount Mr. Sanderson has sole voting power. Mr.
Sanderson has sole investment power with respect to the 3,173,845 shares owned
of record by him. The trustees of the ESOP share investment power over the
79,938 shares allocated to Mr. Sanderson's account under the ESOP.
(4) Address: P. O. Box 988, Laurel, Mississippi 39441. Includes 223,257
shares owned of record by Mr. Sanderson's wife, as to which she exercises sole
voting and investment power, and as to which Mr. Sanderson, pursuant to Rule
13d-4, disclaims beneficial ownership.
(5) Address: P. O. Box 988, Laurel, Mississippi 39441. The amount in the
table includes 450 shares owned of record by Mr. Cockrell. See note (2) above
for a description of the nature of Mr. Cockrell's beneficial ownership of the
1,055,499 shares of common stock owned of record by the ESOP. Mr. Cockrell,
pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of common
stock owned of record by the ESOP.
(6) Address: P. O. Box 988, Laurel, Mississippi 39441. See note (2)
above for a description of the nature of Mr. Sanderson's beneficial ownership
of the 1,055,499 shares of common stock owned of record by the ESOP. Mr.
Sanderson has sole voting power with respect to the 28,999.50 shares allocated
to his account under the ESOP, and the trustees of the ESOP share with each
other investment power over such shares. Mr. Sanderson, pursuant to Rule
13d-4, disclaims beneficial ownership of all shares of common stock owned of
record by the ESOP, except the 28,999.50 shares allocated to his individual
account. In addition, the amount shown in the table includes 65,548 shares
owned of record by Mr. Sanderson over which he exercises sole voting and
investment power. The amount shown in the table also includes 6,539 shares
owned of record by Mr. Sanderson's wife, over which she exercises sole voting
and investment power and as to which Mr. Sanderson, pursuant to Rule 13d-4,
disclaims beneficial ownership. The amount in the table also includes 44,599
shares owned of record by a charitable private foundation established by Joe
Frank Sanderson, for which Mr. Sanderson serves as a director and as such,
shares voting and investment power with the other directors of the foundation
with respect to such shares.
(7) Address: 415 North Magnolia, Laurel, Mississippi 39940. See note (2)
above for a description of the nature of Trustmark National Bank's beneficial
ownership of the 1,055,499 shares of common stock owned of record by the ESOP.
Trustmark National Bank, pursuant to Rule 13d-4, disclaims beneficial
ownership of all shares of common stock owned of record by the ESOP, which
constitute all shares reported as being beneficially owned by it.
(8) Includes an aggregate of 112,680 shares allocated to the accounts of
all Directors and executive officers as a group (12 persons, 4 participating)
under the ESOP. See note (2) above.
<PAGE>
ELECTION OF DIRECTORS
The amended Articles of Incorporation of the Company provide that the
Board of Directors shall be divided into three classes (Class A, Class B and
Class C), with each class containing one-third, or as close to one-third as
possible, of the total, and that the number of directors shall be fixed by the
Board of Directors in the By-laws. At the current time, the Board of
Directors has fixed the number of directors at nine, resulting in there being
three directors in each class. At each annual meeting of stockholders,
directors constituting one class are elected for a three-year term. At the
1996 Annual Meeting, stockholders will elect three Class A directors, whose
term will expire at the 1999 annual meeting.
Nominees for Class A Directors
The Board of Directors proposes the election as Class A Directors of the
three nominees listed below, each to serve as a Class A Director until the
1999 annual meeting and until his successor is elected and has qualified. Any
vacancy on the Board of Directors may be filled either by the Board of
Directors or by the stockholders, and any person elected to fill a vacancy
will serve the remainder of the term of the director whose position has become
vacant.
Proxies in the enclosed form may also be voted for the election as Class
A Directors of substitute nominees who may be named by the Board of Directors
to replace any of the three nominees who become unavailable to serve for any
reason. (No such unavailability is presently known to the Board of
Directors.) In no event, however, will the Proxies be voted for more than
three persons. There are no arrangements or understandings relating to any
person's service or prospective service as a Class A Director of the Company.
No nominee listed below will be elected as a Class A Director unless such
nominee receives the affirmative vote of the holders of a majority of the
shares entitled to vote and represented (whether in person or by proxy) at the
Annual Meeting at which a quorum is present. If more nominees than the number
of Directors to be elected receive a majority vote, then those nominees, up to
three persons, receiving the highest number of votes will be elected.
Abstentions will not be counted either as a vote FOR or as a vote AGAINST the
nominees for Class A Directors. Broker non-votes will be treated as not
present for purposes of calculating the vote with respect to the election of
the Class A Directors, and will not be counted either as a vote FOR or AGAINST
or as an ABSTENTION with respect thereto.
The following table lists the nominees for Class A Director and shows,
as of January 5, 1996, their respective beneficial ownership of common stock
of the Company. Joe F. Sanderson, Jr. is the son of Joe Frank Sanderson (Class
C Director), the nephew of Dewey R. Sanderson, Jr. (Class B Director) and the
cousin of Robert Buck Sanderson (Class C Director).
<TABLE>
<CAPTION>
Shares
Nominees for Director Beneficially Percent
Class A Director Age Since Owned (1) of Class
<S> <C> <C> <C> <C>
Class A (Term expiring in 1999)
Joe F. Sanderson, Jr. (2) 48 1984 1,172,185 8.61%
Charles W. Ritter, Jr. 62 1988 12,000 (4)
Phil K. Livingston (3) 52 1989 3,400 (4)
</TABLE>
(1) The shares are owned of record by the beneficial owners shown with
sole voting and investment power, except as set forth in the notes below.
(2) See note (6) to the table under the caption "Proxy Statement,
Beneficial Ownership" for a description of the nature of Mr. Sanderson's
beneficial ownership.
(3) Mr. Livingston owns 2,155 shares of common stock of the Company
through an IRA, over which he exercises sole voting and investment power. A
retirement account belonging to Mr. Livingston's wife owns of record 1,245
shares, over which she exercises sole voting and investment power, and as to
which Mr. Livingston, pursuant to Rule 13d-4, disclaims beneficial ownership.
(4) Less than 1%.
Directors Continuing in Office
The following table lists the Class B and Class C Directors of the
Company, whose terms expire at the 1997 and 1998 annual meetings,
respectively, and shows, as of January 5, 1996, the beneficial ownership of
common stock by each of them. Joe Frank Sanderson is the father of Joe F.
Sanderson, Jr. (Class A Director), the brother of Dewey R. Sanderson, Jr.
(Class B Director) and the uncle of Robert Buck Sanderson (Class C Director).
Dewey R. Sanderson, Jr. is the father of Robert Buck Sanderson (Class C
Director), the brother of Joe Frank Sanderson (Class C Director) and the uncle
of Joe F. Sanderson, Jr. (Class A Director). Robert Buck Sanderson is the son
of Dewey R. Sanderson, Jr. (Class B Director), the cousin of Joe F. Sanderson,
Jr. (Class A Director) and the nephew of Joe Frank Sanderson (Class C
Director).
<PAGE>
<TABLE>
<CAPTION>
Shares
Name of Director Beneficially Percent
Continuing Director Age Since Owned (1) of Class
<S> <C> <C> <C> <C>
Class B (Term expiring in 1997)
Dewey R. Sanderson, Jr.(3) 73 1955 3,268,482 24.01%
Rowan H. Taylor 70 1989 4,500 (5)
John H. Baker, III(4) 54 1994 60,000 (5)
Class C (Term expiring in 1998)
Joe Frank Sanderson (3) 70 1955 3,253,783 23.90%
Robert Buck Sanderson 42 1992 254,086 1.87%
Donald W. Zacharias (4) 60 1988 150 (5)
</TABLE>
__________________________
(1) The shares are owned of record by the beneficial owners shown with
sole voting and investment power, except as set forth in the following notes.
(2) See note (3) to the table under the caption "Proxy Statement,
Beneficial Ownership" for a description of the nature of Mr. Sanderson's
beneficial ownership.
(3) See note (4) to the table under the caption "Proxy Statement,
Beneficial Ownership" for a description of the nature of Mr. Sanderson's
beneficial ownership.
(4) The amount in the table includes 30,000 shares owned of record by
Mr. Baker's wife, as to which she exercises sole voting and investment power,
and 30,000 shares owned of record by a trust for the benefit of Mr. Baker's
daughter, as to which an institutional trustee exercises sole voting and
investment power, and as to all of which Mr. Baker, pursuant to Rule 13d-14,
disclaims beneficial ownership.
(5) Less than 1%.
Principal Occupations and Certain Directorships
The following paragraphs identify the principal occupations of all
Directors of the Company and directorships they hold in other companies with
securities registered with the Securities and Exchange Commission. Except as
otherwise indicated, each Director has served for at least five years in the
position shown.
Joe F. Sanderson, Jr. has served as President and Chief Executive
Officer of the Company since November 1, 1989. From January 1984, through
October 1989, Mr. Sanderson served as Vice-President, Processing and
Marketing, of the Company.
Charles W. Ritter, Jr. has served, since 1967, as President and a
Director of the Attala Company, which is principally engaged in the business
of milling and selling feed and corn meal. He has also served as President of
JRS, Inc., a family owned real estate investment firm, since 1973. Mr. Ritter
is a director of First M & F Corp. and Merchants & Farmers Bank, Kosciusko,
Mississippi.
Phil K. Livingston served as President and Chief Executive Officer of
Citizens National Bancshares, Inc., Hammond, Louisiana, from its organization
in 1983, until its merger into Deposit Guaranty Corporation in May 19, 1995.
Citizens National Bancshares, Inc. was the parent company of Citizens National
Bank, which is now a wholly owned subsidiary of Deposit Guaranty Corporation
as a result of such merger. Mr. Livingston continues to serve as Chief
Executive Officer and Chairman of the Citizens National Bank, and has for all
of the last five years.
Dewey R. Sanderson, Jr., a founder of the Company, has been retired for
more than the past five years.
Rowan H. Taylor served as President of Mississippi Valley Title
Insurance Company from 1975 until 1989, and as Chairman of the Board and Chief
Executive Officer of that company from 1989 until 1992. Mr. Taylor currently
serves as counsel for First American Title Insurance Company of Santa Anna,
California, and as counsel to the Jackson, Mississippi law firm of Alston,
Rutherford, Tardy & Van Slyke. Mr. Taylor served as an advisory director of
Trustmark Corporation and Trustmark National Bank located in Jackson,
Mississippi until his retirement from such position in 1995.
John H. Baker, III has been the sole proprietor of John H. Baker
Interests, a real estate and development company in Houston, Texas since 1968.
Joe Frank Sanderson, a founder of the Company, has been serving as
Chairman of the Board of Directors of the Company since November 1, 1989. For
more than five years prior to November 1, 1989, Mr. Sanderson served as
Chairman of the Board, Chief Executive Officer and Treasurer of the Company.
Donald W. Zacharias has served as President of Mississippi State
University since 1985.
Robert Buck Sanderson has been employed by the Company since January 1,
1993. From 1978 through 1992, Mr. Sanderson served as President of Pioneer
Hardware & Supply Co., Inc. in Laurel, Mississippi.
Committees of the Board of Directors; Attendance at Meetings
The Company's Board of Directors has not appointed any standing
committees as of the date of this proxy statement, except an Audit Committee.
The members of the Audit Committee are Messrs. Ritter, Livingston and
Zacharias. The function of the Audit Committee is, among other things, to
recommend the independent auditors to the Board of Directors, to review the
scope of the independent auditors' audit, to review the Company's major
accounting and financial reporting policies and practices and systems for
compliance with applicable statutes and regulations, and to review the
Company's internal auditing functions. During the fiscal year ended October
31, 1995, the Board of Directors met 5 times and the Audit Committee met 4
times. Each incumbent Director attended at least 75% of the aggregate of (i)
the total number of Board of Directors meetings held during the period for
which he was a director and (ii) the total number of meetings held by the
Audit Committee, as applicable.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and persons who own more than 10% of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than 10%
stockholders are also required to furnish the Company with copies of all forms
they file under this regulation. Based solely on a review of the copies of
the reports furnished to the Company, the officers and directors of the
Company are in full compliance with all Section 16(a) filing requirements.
Executive Compensation
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
(a) (b) (c) (d) (d)
Name and All Other
Principal Position Year Salary($) Bonus($)(1) Compensation($)(3)
<S> <C> <C> <C> <C>
Joe F. Sanderson, Jr. 1995 305,000 -0- (3)
Chief Executive Officer 1994 300,000 12,973 4,712
and President 1993 235,236 25,996 5,716
D. Michael Cockrell 1995 135,384 -0- (3)
Treasurer and 1994 121,120 3,670 (2)
Chief Financial Officer 1993 (2) (2) (2)
</TABLE>
(1) The amounts in this column represent the bonuses paid to the named
individuals pursuant to the Company's Bonus Award Program, which covers all
salaried employees of the Company.
(2) Mr. Cockrell became an executive officer of the Company during
fiscal 1994.
(3) The amounts in this column represent the value of the 1994 and 1993
annual contributions made by the Company to the accounts of the named
individuals under the General Employees' Profit Sharing Plan. With respect to
the General Employees' Profit Sharing Plan, the Company contributed $4,712 and
$5,716 to Mr. Sanderson's account in 1994 and 1993, respectively. Although
all employees of the Company, including executive officers, participate in the
Company's Employee Stock Ownership Plan (the "ESOP"), the Company made no
contribution to the ESOP in 1993 or 1994. In 1995, the Company completed a
merger of its General Employees' Profit Sharing Plan into the ESOP.
Allocations to participants under the ESOP are made in late January or early
February of each year and therefore, as of the date of this Proxy Statement,
no amounts have been allocated to the accounts of the named individuals under
the ESOP with respect to the fiscal year ended October 31, 1995. The ESOP
covers all employees of the Company, including executive officers, with one
year of service who have attained age 21.
<TABLE>
<CAPTION>
Stock Options Granted During Fiscal 1995 to the Named Executives
% of Total Potential Realizable Value
Number Options at Assumed Annual Rates
of Granted to of Stock Appreciation
Name and Options Employees in Exercise for Option Term
Principal Position Granted Fiscal Year Price Exp. Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
D. Michael Cockrell
Treasurer and Chief
Financial Officer 7,500 6.94% $11.25 4/28/05 $53,063 $134,472
</TABLE>
Director's Fees
During fiscal 1994, Directors who were not also officers or employees of
the Company received a fee of $500 per meeting attended plus an annual stipend
of $7,500.
Board Report on Executive Compensation
The Company does not have a standing Compensation Committee, and
therefore the Board of Directors prepared the following Report.
Generally, executive officer compensation is not directly related to
factors such as profitability, sales growth, return on equity or market share,
except to the extent that such factors impact the Company's overall ability to
satisfy its compensation obligations to all employees.
Annual compensation for the Chief Executive Officer ("CEO") and
President, and the Chairman of the Board, is determined by the full Board of
Directors of the Company. The Stock Option Committee of the Company's Board of
Directors makes decisions relating to stock option awards to executive
officers and other key personnel pursuant to the Company's Stock Option Plan.
The annual compensation for the Treasurer and Chief Financial Officer ("CFO")
is determined by the President. The components of the annual compensation paid
to the CEO and CFO are as follows: (i) base salary; (ii) a bonus calculated
pursuant to the provisions of the Company's Bonus Award Program; and (iii)
allocation of contributions made by the Company to the respective accounts of
the CEO and CFO under the ESOP.
Base salaries for executive officers of the Company are originally fixed
using a comparison of similarly situated officers of other poultry companies.
Also taken into account are benefits, years of service, responsibilities,
Company growth, future plans and the Company's current ability to pay.
Periodic increases in base salary are based on evaluations of past and current
performance and current market conditions. In addition, in accordance with
the Company's Wage and Salary Administration manual in effect since 1979, the
base salary of each salaried employee of the Company, including the executive
officers, is increased on January 1 of each year to reflect cost of living
increases, provided that the Company is in a financial position to make an
increase. In January 1995, the base salary of all salaried employees of the
Company, including the executive officers, was increased by 2.0%.
The CEO and CFO are participants in the Company's Bonus Award Program,
which covers all salaried employees of the Company. The amounts payable to
all salaried employees, including the executive officers, are based on the
Company's financial performance. The bonus for the CEO and CFO is calculated
by multiplying such person's average monthly salary by 12 and multiplying that
product by a percentage ranging from .5% to 25%, depending on the performance
of the Company. Bonuses paid in fiscal 1994 related to performance in fiscal
1993. No bonuses have been or will be paid for fiscal 1995.
In addition, all executive officers participate in the Company's
Employee Stock Ownership Plan which covers all employees of the Company.
Allocations to the executive officers under this plan are made on the same
basis as allocations to all other participants.
Joe F. Sanderson, Jr. Charles W. Ritter, Jr.
Joe Frank Sanderson Donald W. Zacharias
Dewey R. Sanderson, Jr. Rowan H. Taylor
Phil K. Livingston John H. Baker, III
Robert Buck Sanderson
<PAGE>
Performance Graph
The following graph presents a comparison of the five year cumulative
total stockholder return* among the Company, the NASDAQ Composite Index, and a
self-constructed peer group index comprised of Cagles, Inc., Golden Poultry
Co., Hudson Foods, Inc., Pilgrim's Pride, Inc. and WLR Foods, Inc. (the "Peer
Group Index"). The Company selected the Peer Group Index because the return
reflected in the Peer Group Index presents stockholders with a comparison of
total stockholder return with companies of similar size, product and market
capitalization.
<TABLE>
<CAPTION>
YEARS**
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Sanderson Farms, Inc. 100 116 149 173 225 187
NASDAQ Composite Index 100 169 191 246 247 332
Peer Group 100 120 124 164 217 190
</TABLE>
*Assumes $100 invested on November 1, 1990; total return assumes reinvestment
of dividends.
**Fiscal year ends October 31.
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP, Independent Auditors, Jackson, Mississippi, were the
independent auditors for the Company during the fiscal year ended October 31,
1995. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting. The representative will have the opportunity to make a
statement at the meeting if he desires to do so, and will be available to
respond to any appropriate questions.
The Board of Directors of the Company has selected the firm of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
October 31, 1996. Stockholder approval and ratification of this selection is
not required by law or by the By-Laws of the Company. Nevertheless, the Board
has chosen to submit it to the stockholders for their approval and
ratification. Of the shares represented and entitled to vote at the Annual
Meeting (whether in person or by proxy), more votes must be cast in favor of
than votes cast against the proposal to ratify and approve the selection of
Ernst & Young LLP as the Company's independent auditors for the fiscal year
ending October 31, 1996, in order for this proposal to be adopted. The
Proxyholders named in the accompanying proxy card will vote FOR the foregoing
proposal unless otherwise directed therein. Abstentions will not be counted
either as a vote FOR or as a vote AGAINST the proposal to ratify and approve
the selection of Ernst & Young LLP as the Company's independent auditors for
the fiscal year ending October 31, 1996. Broker non-votes will be treated as
not present for purposes of calculating the vote with respect to the foregoing
proposal, and will not be counted either as a vote FOR or AGAINST or as an
ABSTENTION with respect thereto.
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no matters likely to be brought before the Annual Meeting other than those set
forth in the Notice of the Meeting. If other matters properly come before the
Meeting, each Proxy will be voted in accordance with the discretion of the
Proxyholders named therein.
STOCKHOLDER PROPOSALS
Procedure
The Company's By-laws provide that stockholders may nominate individuals
for election as directors from the floor at any annual or special meeting of
stockholders called for the election of directors only if timely written
notice of such nomination has been given to the Secretary of the Company. To
be timely, such notice must be received at the principal office of the Company
no later than the close of business on the 15th day following the day on
which notice of the date of the meeting is given or made to stockholders in
accordance with the By-laws. The By-laws specify what such a notice of such
nomination must include. In addition, the By-laws set forth the procedure
that must be followed by stockholders to properly bring a matter before a
stockholders' meeting. If a stockholder wishes to bring a matter before the
meeting that has not been specified in the notice of the meeting, the
stockholder must deliver written notice of said stockholder's intent to bring
the matter before the meeting of stockholders so that the notice is received
by the Secretary of the Company no later than the close of business on the
15th day following the date on which notice of the day of the meeting is given
or made to stockholders in accordance with the By-laws. The By-laws also
specify what such a notice must include.
<PAGE>
1997 Annual Meeting
A stockholder who intends to present a proposal, which relates to a
proper subject for stockholder action, at the 1997 Annual Meeting of
Stockholders and who wishes such proposal to be considered for inclusion in
the Company's proxy materials for such meeting must cause such proposal to be
received, in proper form, at the Company's principal executive offices no
later than September 25, 1996. Any such proposals, as well as any questions
relating thereto, should be directed to the Company to the attention of its
President.
METHODS AND COST OF SOLICITING PROXIES
The Proxy card enclosed with this Proxy Statement is solicited by and on
behalf of the Board of Directors of the Company. In addition to solicitation
of stockholders of record by mail, telephone or personal contact, arrangements
will be made with brokerage houses to furnish proxy materials to their
principals, and the Company will reimburse them for their mailing expenses.
Custodians and fiduciaries will be supplied with proxy materials to forward to
beneficial owners of common stock. Whether or not you expect to be present at
the Annual Meeting, please sign, date and return the enclosed Proxy card
promptly. No postage is necessary if mailed in the United States. The cost
of solicitation, including the preparation, printing and mailing, is being
paid by the Company.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/James A. Grimes, Secretary
Dated: January 26, 1996
<PAGE>
APPENDIX "A"
SANDERSON FARMS, INC.
The undersigned hereby appoints D. Michael Cockrell and James A. Grimes
and each of them, as proxies for the undersigned, with full power of
substitution, to vote all of the undersigned's shares of common stock, $1.00
per share par value, of Sanderson Farms, Inc. at the Annual Meeting on
February 22, 1996 (and any adjournments thereof), as instructed herein with
respect to the matters herein set forth (and, to the extent not so instructed,
as set forth in the related Proxy Statement), and according to their
discretion upon all other matters which may properly come before such Meeting.
BALLOT
MANAGEMENT RECOMMENDS A VOTE
"FOR" THE FOLLOWING PROPOSALS
1. To elect three Class A Directors to serve until the 1999 annual meeting:
/ / FOR all nominees / / WITHHOLD AUTHORITY
listed below (except (to vote for all
as indicated to the nominees listed below)
contrary below)
Joe F. Sanderson, Jr. Charles W. Ritter, Jr. and Phil K. Livingston
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the nominee's name here:
__________________ _________________
2. To consider and act upon 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, 1996
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
SANDERSON FARMS, INC.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED UPON THE
MATTERS SET FORTH ON THE REVERSE. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 and 2. THIS PROXY CONFERS DISCRETIONARY VOTING
AUTHORITY AS TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL
MEETING. SEE ACCOMPANYING PROXY STATEMENT.
Dated: , 1996
Signature(s)
Executors, Administrators,
Trustees, etc. should give full
title. This proxy should be
signed as name appears on
certificate(s).
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF SANDERSON FARMS, INC.
(SEE BALLOT ON REVERSE)
<PAGE>
SANDERSON FARMS, INC.
BALLOT
1. (A) To elect three Class A Directors to serve until the 1999 annual
meeting:
___ ___
/ / FOR all nominees / / WITHHOLD AUTHORITY
listed below (except (to vote for all
as indicated to the nominees listed below)
contrary below)
Joe F. Sanderson, Jr. Charles W. Ritter, Jr. Phil K. Livingston
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the nominee's name here:
2. To consider and act upon 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, 1996:
___ ____ ____
/ / FOR / / AGAINST / / ABSTAIN
Dated: , 1995
Participant
(Print Name)
PLEASE DATE, SIGN AND RETURN THIS BALLOT IN THE ENCLOSED ADDRESSED AND POSTAGE
PREPAID ENVELOPE TO THE ADMINISTRATIVE COMMITTEE OF THE ESOP NO LATER THAN
FEBRUARY 15, 1996, THROUGH COMPANY MAIL OR BY UNITED STATES MAIL.
