8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

​

Seaboard Corporation

(Exact name of registrant as specified in its charter)

​

​

​

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

​ Item 2.02 Results of Operations and Financial Condition

On April 27, 2020, the Registrant issued a press release announcing earnings for the quarter ended March 28, 2020 and the Board of Directors’ declaration of a quarterly cash dividend of $2.25 per share of common stock, payable on May 18, 2020, to stockholders of record at the close of business on May 7, 2020. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02, and the related press release included as Exhibit 99.1 to this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

99.1 Press release of Seaboard Corporation dated April 27, 2020 announcing earnings for the quarter ended March 28, 2020 and a declaration of a dividend.

​ 2

​ SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​

​

​

​

​ 3

		seb\_ex\_99\_1	

Exhibit 99.1

PRESS RELEASE

REPORT OF EARNINGS AND DIVIDEND DECLARATION

April 27, 2020

Merriam, Kansas

The following is a report of earnings for Seaboard Corporation (NYSE American symbol: SEB) with offices at 9000 West 67th Street, Merriam, Kansas, for the three months ended March 28, 2020 and March 30, 2019, in millions of dollars except share and per share amounts. | | Three Months Ended | | | | | --- | --- | --- | --- | --- | | | March 28, | | March 30, | | | | 2020 | | 2019 | | | Net sales | $ | 1,683 | $ | 1,543 | | Net earnings (loss) attributable to Seaboard | $ | (103) | $ | 57 | | Earnings (loss) per common share | $ | (88.43) | $ | 48.79 | | Average number of shares outstanding | | 1,163,888 | | 1,167,430 | | Dividends declared per common share | $ | 2.25 | $ | 2.25 | Notes to Report of Earnings:

Other than capital market volatility on short-term investments, the effects of the COVID-19 pandemic were not significant on a consolidated or segment basis to Seaboard Corporation’s first quarter 2020 results. However, the future impact of the COVID-19 pandemic is highly uncertain and cannot be predicted and there is no assurance that the pandemic will not have a material adverse impact on Seaboard Corporation’s future results. The extent of the impact will depend on future developments, including actions taken to contain the pandemic.

For the three months ended March 28, 2020,  and March 30, 2019 net earnings (loss) attributable to Seaboard Corporation included other investment income (loss) of $(225) million and $113 million, respectively. Non-cash unrealized mark-to-market losses on short-term investments was $(236) million for the three months ended March 28, 2020.

Seaboard Corporation announced today that its Board of Directors has authorized and declared a quarterly cash dividend of $2.25 per share of its common stock. The dividend is payable on May 18, 2020 to stockholders of record at the close of business on May 7, 2020.

Seaboard Corporation today filed its Quarterly Report on Form 10-Q with the United States Securities and Exchange Commission. Seaboard Corporation has provided access to the Quarterly Report on Form 10-Q on its website at https://www.seaboardcorp.com/investors.