Seaboard (SEB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 20, 2026, to elect five directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as independent auditors for 2026.

• The company is a controlled entity, with over 74% of voting power held by the Bresky family and related entities.

• Shareholders of record as of February 19, 2026, are entitled to vote, with each share carrying one vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, an advisory say-on-pay vote for executive compensation, and ratification of KPMG LLP as auditors.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by October 30, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of five directors, with three classified as independent under NYSE American standards.

• The company does not have a nominating or compensation committee due to its controlled status; the full board handles these functions.

• The board held ten meetings in 2025, with all directors attending at least 75% of meetings.

• The chairwoman, Ellen S. Bresky, holds significant beneficial ownership and leads the board, while the principal executive officer is Robert L. Steer.