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
Date of report (Date of earliest event reported): September 25, 2013
PILGRIMS PRIDE
CORPORATION
(Exact Name of registrant as
specified in its charter)
Delaware | 1-9273 | 75-1285071 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1770 Promontory Circle | |
Greeley, CO | 80634-9038 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (970) 506-8000
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)) |
Item 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
On September 24, 2013, Pilgrims Pride Corporation (the Company) sent a notice to participants in the Pilgrims Pride Retirement Savings Plan (the 401(k) Plan) that effective on November 1, 2013 the trustee and recordkeeper for the 401(k) plan is being changed. This notice indicated that, in order to change the trustee and recordkeeper, there will be a blackout period beginning on October 28, 2013 that is expected to end with the close of business on November 15, 2013 (the Blackout Period). During the Blackout Period, participants in the 401(k) Plan will temporarily be unable to make changes or conduct transactions within their accounts, including redirecting investment allocations and requesting withdrawals or distributions of any type.
In connection with the foregoing, on September 25, 2013, the Company sent a notice (the Notice) to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commissions Regulation BTR, informing them that during the Blackout Period they will be unable to directly or indirectly acquire, dispose of or transfer any equity security of the Company that they acquired in connection with their service or employment as a director or executive officer of the Company. A copy of the Notice is attached as Exhibit 99.1 and is incorporated herein by reference.
During the Blackout Period (as defined in the Notice attached as Exhibit 99.1) and for a period of two years after the ending date of the Blackout Period, stockholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting the Companys Investor Relations department at 970-506-8192.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | |||
Number | Description | ||
99.1 | Notice to directors and executive officers of the Company on September 25, 2013 |
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 hereunto duly authorized.
PILGRIM'S PRIDE CORPORATION | |||||
Date: | September 25, 2013 | By: | /s/ Fabio Sandri | ||
Fabio Sandri | |||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1 | Notice to directors and executive officers of the Company on September 25, 2013 |
September 25, 2013 | |
To: | Directors and Executive Officers of Pilgrim's Pride Corporation |
Re: | Important Notice Regarding Blackout Period and Trading Restrictions Imposed on Directors and Executive Officers from October 28, 2013 - November 15, 2013. |
The purpose of this memo is to notify you of an upcoming blackout period during which you will be prohibited from buying or selling shares of Pilgrim's Pride Corporation common stock. This blackout period, described in more detail below, is necessary for Pilgrim's Pride Corporation to transition the trustee and recordkeeper for the Pilgrim's Pride Retirement Savings Plan (the "401(k) Plan") to Great-West Financial. Section 306(a) of the Sarbanes-Oxley Act ("SOX") and the regulations thereunder (the Blackout Trading Restriction) generally impose a blackout period on an issuers directors and executive officers if 50% or more of the participants in the issuers 401(k) plan (and all other individual account retirement plans, if any) are prohibited from engaging in transactions with respect to the issuers equity securities held in their individual plan accounts for more than three (3) consecutive business days. The Blackout Trading Restriction also requires that the issuer provide advance notice of the blackout period to its directors and executive officers and to the Securities and Exchange Commission. On September 25, 2013, Pilgrim's Pride Corporation sent a notice to 401(k) Plan participants that effective November 1, 2013 the current trustee and recordkeeper for the 401(k) Plan is being replaced with Great-West Financial. In order to accommodate this change, account information and 401(k) Plan assets must be transferred from the current trustee and recordkeeper to the new trustee and recordkeeper, Great-West Financial. The notice indicated that, in order to effectuate the change in the trustee and recordkeeper, there will be a blackout period that will begin on October 28, 2013 and which is expected to end with the close of business on November 15, 2013 (the "Blackout Period"). During the Blackout Period, participants in the 401(k) Plan will temporarily be unable to make changes or conduct transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions or any type. Accordingly, 401(k) Plan participants will be temporarily unable to transfer assets out of the Employer Stock Fund until the Blackout Period has ended. As a director or executive officer of Pilgrim's Pride Corporation, you also will be subject to trading restrictions during the Blackout Period, as described below, pursuant to the Blackout Trading Restriction. |
During the Blackout Period, you will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of Pilgrim's Pride Corporation common stock and related derivative securities, such as stock options and restricted stock units (Company Securities) if you acquired such Company Securities in connection with your service or employment as a director or executive officer. In this regard, any Company Security you sell or otherwise transfer is automatically treated as acquired in connection with your service or employment as a director or executive officer unless you establish that the Company Security was acquired from another source in accordance with the requirements of the Blackout Trading Restriction. Please note that the Blackout Period trading prohibitions generally apply to Company Securities held by immediate family members living with you, or in trust, or by partnerships or corporations in which you have a controlling interest. Once the Blackout Period ends, you will be permitted to resume transactions in Company Securities subject to the requirements of the Pilgrim's Pride Corporations insider trading policies. Under Pilgrim's Pride Corporation Insider Trading Policy, directors and executive officer are currently in a closed window. The window was scheduled to open on November 5, 2013. However, due to the Blackout Period, directors and executive officer will continue to be subject to restrictions on trading until after Blackout Period ends after the close of business on November 15, 2013. The 401(k) Plan Administrator has designated Rosemary Geelan to assist in answering your questions regarding this notice, your Company Securities, the Blackout Period and whether the Blackout Period has started or ended. Rosemary Geelan is available at (970) 506-8192 to help answer your questions Monday-Friday, 8 a.m. to 5 p.m. Mountain Time. Because you will not be able to acquire or transfer any Company Securities during the Blackout Period and because you are currently in closed window under the Insider Trading Policy, it is important that you review and consider the appropriateness of your current investments in light of the Blackout Period, including the expiration dates of any outstanding stock options, prior to the beginning of the Blackout Period. If you have any questions concerning this notice, your Company Securities or the Blackout Period, you may contact Rosemary Geelan at (970) 506-8192. During the Blackout Period, holders of Company Securities may call the number below to obtain, without charge, the actual beginning and ending dates of the Blackout Period. Corporate Retirement
Team |