UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
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-12
PUBLIX SUPER MARKETS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PUBLIX SUPER MARKETS, INC.
Corporate Office Mailing Address
3300 Publix Corporate Parkway P.O. Box 407
Lakeland, Florida 33811 Lakeland, Florida 33802-0407
2007 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 17, 2007
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Publix Super
Markets, Inc., a Florida corporation (the "Company"), will be held at the
corporate office of the Company, 3300 Publix Corporate Parkway, Lakeland,
Florida, on Tuesday, April 17, 2007, at 9:30 a.m. for the following purposes:
1. To elect a Board of Directors as described on page 1;
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 vote
your shares by completing, signing, dating and promptly mailing the enclosed
proxy card in the envelope provided.
By order of the Board of Directors,
/s/John A. Attaway, Jr.
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John A. Attaway, Jr.
Secretary
Lakeland, Florida
March 1, 2007
2007 PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is being mailed on or about March 15, 2007, to the
stockholders of Publix Super Markets, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on April 17, 2007, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.
VOTING SECURITIES OUTSTANDING
As of February 9, 2007, there were approximately 838,122,000 shares of
common stock of the Company outstanding. Each share is entitled to one vote.
Only stockholders of record as of the close of business on February 9, 2007,
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 Company at
the corporate office of the Company, 3300 Publix Corporate Parkway, Lakeland,
Florida 33811, or by mailing it to the Company at P.O. Box 407, Lakeland,
Florida 33802-0407. 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 Company. 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. A majority of the outstanding shares of the Company entitled to
vote, represented in person or by proxy, shall constitute a quorum. The
affirmative vote of a plurality of the votes cast is required for the election
of directors. A properly executed proxy marked "WITHHOLD VOTES" for the election
of all nominees for director or a particular nominee or nominees for director
will not be voted for the director nominee or nominees indicated. A proxy marked
"WITHHOLD VOTES" will be counted for purposes of determining whether there is a
quorum. Any other matter submitted to a vote of the stockholders will be
approved if the votes cast in favor of the matter are greater than the votes
cast in opposition to the matter.
ELECTION OF DIRECTORS
The Company's By-Laws specify that the Board of Directors shall not be
less than three nor more than fifteen members. The exact number of directors
shall be fixed by resolution of the then authorized number of directors. The
Board of Directors has fixed the number of directors at ten members. The
persons designated as nominees for election as a director are Carol Jenkins
Barnett, Hoyt R. Barnett, Joan G. Buccino, William E. Crenshaw, Sherrill W.
Hudson, Charles H. Jenkins, Jr., Howard M. Jenkins, E. Vane McClurg, Kelly E.
Norton and Maria A. Sastre. All nominees are currently directors of the
Company. Management of the Company recommends a vote FOR all the nominees.
The proxies will be voted FOR the election of the ten nominees unless the
stockholder specifies otherwise.
The term of office of the directors 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 unable or unwilling to serve.
1
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information set forth for each of the nominees for election
to the Board of Directors includes such person's principal occupation presently
and during the last five years, other information, period of service as director
of the Company and age.
Carol Carol Jenkins Barnett
Jenkins Chairman of the Board and President of Publix Super Markets
Barnett Charities, Inc.
(Photo) Director since 1983. Age 50.
Hoyt R. Hoyt R. Barnett
Barnett Vice Chairman of the Company and Trustee of the Employee Stock
(Photo) Ownership Plan.
Director since 1985. Age 63.
Joan G. Joan G. Buccino
Buccino Professor of Economics since 1991 for Florida Southern College
(Photo) (Lakeland, Florida). Previously, Chair of the Social Science
Division from August 1997 to August 2003. Served as Vice
President and Interim Dean of the College during 2001. Also has
held the Dorotha C. Tanner Chair in Ethics in Business and
Economics since 1994.
Director since 2002. Age 69.
William E. William E. Crenshaw
Crenshaw President of the Company.
(Photo) Director since 1990. Age 56.
Sherrill W. Sherrill W. Hudson
Hudson Chairman of the Board and Chief Executive Officer of TECO Energy,
(Photo) Inc. since July 2004. Previously, Managing Partner, Deloitte &
Touche LLP, a firm of certified public accountants, Miami,
Florida from 1983 until retiring in August 2002. Serves on the
Audit Committee as the Audit Committee financial expert.
Currently serves as a Director of TECO Energy, Inc. and The
Standard Register Company.
Director since 2003. Age 64.
2
INFORMATION ABOUT NOMINEES FOR DIRECTOR (Continued)
Charles H. Charles H. Jenkins, Jr.
Jenkins, Jr. Chief Executive Officer of the Company.
(Photo) Director since 1974. Age 63.
Howard M. Howard M. Jenkins
Jenkins Chairman of the Board of the Company.
(Photo) Director since 1977. Age 55.
E. Vane E. Vane McClurg
McClurg Attorney-at-law, law firm of Hahn McClurg, P. A. since January
(Photo) 2006. Previously, Attorney-at-law, law firm of Hahn, McClurg,
Watson, Griffith & Bush.
Director since 1988. Age 65.
Kelly E. Kelly E. Norton
Norton Independent business advisor and consultant. Previously,
(Photo) President and Chief Executive Officer of Florida Tile Industries,
Inc. (formerly Sikes Corporation) from 1982 to 1994. Also served
as a Director of Florida Tile Industries, Inc. from 1980 to 1990.
Director since 2001. Age 68.
Maria A. Maria A. Sastre
Sastre Vice President, International - Latin America and Asia, Sales and
(Photo) Marketing for Royal Caribbean International and Celebrity
Cruises, a unit of Royal Caribbean Cruises, Ltd., since January
2005. Previously, Vice President, Total Guest Satisfaction
Services and Vice President, Fleet Operations - Hotel for Royal
Caribbean International from April 2000 to December 2004. Held
various positions with United Airlines, Inc. from 1992 to 1999.
Currently serves as a Director of Darden Restaurants, Inc. and
Laidlaw International, Inc.
Director since 2005. Age 51.
Carol Jenkins Barnett and Howard M. Jenkins are siblings. Hoyt R. Barnett is
the husband of Carol Jenkins Barnett and brother-in-law of Howard M. Jenkins.
William E. Crenshaw is the nephew of Carol Jenkins Barnett and Howard M.
Jenkins. Charles H. Jenkins, Jr. is the cousin of Carol Jenkins Barnett,
Howard M. Jenkins and William E. Crenshaw.
3
CORPORATE GOVERNANCE
BOARD MEETINGS
The Board of Directors held four meetings during 2006. All directors
attended all meetings of the Company's Board of Directors held in 2006, except
two directors who missed one Board of Directors meeting each. In addition,
all directors attended all Board committee meetings except two directors who
missed one committee meeting each. The Company does not have a specific policy
regarding director attendance at the Annual Meeting of Stockholders; however,
all directors except one attended the last Annual Meeting of Stockholders on
April 18, 2006. During 2006, the Board of Directors consisted of Carol Jenkins
Barnett, Hoyt R. Barnett, Joan G. Buccino, William E. Crenshaw, Sherrill W.
Hudson, Charles H. Jenkins, Jr., Howard M. Jenkins, Chairman, E. Vane McClurg,
Kelly E. Norton and Maria A. Sastre.
DIRECTOR INDEPENDENCE
The Board of Directors has determined that Joan G. Buccino, Sherrill W.
Hudson, Kelly E. Norton and Maria A. Sastre are independent as defined by the
rules of the New York Stock Exchange. The Company is not a listed issuer on a
national securities exchange, but has chosen the definition of director
independence contained in the rules of the New York Stock Exchange as the
Company's director independence standards.
In determining independence, the Board of Directors reviews whether
directors have any material relationship with the Company. The Board of
Directors considers all relevant facts and circumstances. In assessing the
materiality of a director's relationship with the Company, the Board of
Directors considers the issues from the director's standpoint and from the
perspective of the persons or organizations with which the director has an
affiliation. The Board reviews commercial, industrial, consulting, legal,
accounting, charitable and family relationships. An independent director must
not have any material relationship with the Company, either directly or
indirectly, that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
In applying its independence standards for each director identified as
independent, the Board of Directors determined that Joan G. Buccino, Kelly E.
Norton and Maria A. Sastre have no material relationship with the Company other
than as a director. The Board of Directors considered the fact that Sherrill W.
Hudson serves as Chairman and Chief Executive Officer of TECO Energy, Inc., a
provider of energy to the Company. The Board of Directors determined that
Mr. Hudson's position with TECO Energy, Inc. does not interfere with the
exercise of his independent judgment in that (i) payments made by the Company to
TECO Energy, Inc. are less than 2% of TECO Energy, Inc.'s consolidated gross
revenue and (ii) TECO Energy, Inc. operates a regulated public utility which
charges the Company rates in conformity with applicable regulatory authority.
COMMITTEES
The Board of Directors had the following committees during 2006, each of
which is described below: Executive, Compensation, Audit, Corporate Governance
and Nominating.
The Executive Committee's primary responsibility is to act on behalf of the
Board of Directors between meetings of the Board. During 2006, the Executive
Committee held five meetings and consisted of Hoyt R. Barnett, William E.
Crenshaw, Charles H. Jenkins, Jr., Chairman and Howard M. Jenkins. All committee
members attended all meetings of the Executive Committee, except one member who
missed one Executive Committee meeting.
The Compensation Committee has responsibility for reviewing and setting the
salary and benefits structure of the Company with respect to its named executive
officers. The Committee is appointed by the Board of Directors to (1) assist the
Board of Directors in evaluating the compensation of the Chief Executive Officer
and other named executive officers and (2) assure that the Chief Executive
Officer and other named executive officers are compensated effectively in a
manner consistent with the compensation philosophy of the Company. The
Compensation Committee operates under a written charter, a copy of which is
posted on the Company's website at www.publix.com. During 2006, the Compensation
Committee held two meetings and consisted of Joan G. Buccino, Sherrill W. Hudson
and Kelly E. Norton, Chairman, all of whom are independent as defined by the
rules of the New York Stock Exchange. All committee members attended all
meetings of the Compensation Committee, except one member who missed one
Compensation Committee meeting.
4
CORPORATE GOVERNANCE (Continued)
The Audit Committee has responsibility to the Board of Directors for
assessing the processes related to the Company's risk and control environment,
overseeing the financial reporting and evaluating the internal and independent
audit processes. The Audit Committee operates under a written charter, a copy of
which is posted on the Company's website at www.publix.com. The Audit Committee
reviews and reassesses the charter annually and recommends any changes to the
Board of Directors for approval. During 2006, the Audit Committee held five
meetings and consisted of Joan G. Buccino, Sherrill W. Hudson, Chairman and
Kelly E. Norton, all of whom are independent as defined by Rule 10A-3 of the
Securities Exchange Act of 1934 and the rules of the New York Stock Exchange.
The Board of Directors has also determined that Mr. Hudson is an audit committee
financial expert as defined by the rules of the Securities and Exchange
Commission. All Audit Committee members attended all meetings.
The Corporate Governance Committee has responsibility for reviewing and
reporting to the Board of Directors on matters of corporate governance such as
practices, policies and procedures affecting directors and the Board's
operations and effectiveness. The Corporate Governance Committee is also
responsible for recommending the amount and form of director compensation
independent of management. The Corporate Governance Committee operates under a
written charter. During 2006, the Corporate Governance Committee held five
meetings and consisted of Joan G. Buccino, E. Vane McClurg, Chairman, Kelly E.
Norton and Maria A. Sastre, a majority of whom are independent as defined by the
rules of the New York Stock Exchange and all of whom are outside directors as
defined by the Company's Corporate Governance Guidelines. All Corporate
Governance Committee members attended all meetings.
The Nominating Committee has responsibility for reviewing and reporting to
the Board of Directors on matters of Board nominations. This includes reviewing
potential candidates and proposing nominees to the Board of Directors. The
Nominating Committee operates under a written charter, a copy of which is posted
on the Company's website at www.publix.com. During 2006, the Nominating
Committee held one meeting and consisted of Hoyt R. Barnett, Chairman, Howard M.
Jenkins and E. Vane McClurg. All Nominating Committee members attended the
meeting. The Nominating Committee members are not independent as defined by the
rules of the New York Stock Exchange. In the opinion of the Board, each
Nominating Committee member has the ability to make objective decisions
independent of management.
The Company has no specific policy regarding the consideration of any
director candidates recommended by stockholders. However, the Nominating
Committee considers suggestions for director candidates from several sources,
including stockholders. In general, candidates must meet minimum qualifications
for directors as set forth in the Company's Corporate Governance Guidelines. The
candidates also must have any additional qualifications identified by the
Nominating Committee as may be currently required to maintain the appropriate
balance of knowledge, experience and expertise on the Board of Directors.
Candidate recommendations, together with appropriate biographical information,
should be sent to the Chairman of the Nominating Committee, c/o Secretary,
Publix Super Markets, Inc., P.O. Box 407, Lakeland, Florida 33802-0407.
In evaluating candidates for the Board of Directors, the Nominating
Committee considers that it is the Board of Directors' objective to maintain a
balance of business experience in order to maximize the effectiveness of the
Board of Directors. The Nominating Committee also considers the specific skills
necessary for candidates to effectively participate on certain Board committees.
The candidates should possess the highest personal and professional ethics,
integrity and values, and be committed to representing the long-term interests
of the stockholders. In addition, selection criteria may include, but not
necessarily be limited to:
o No conflict of interest;
o Willingness to devote adequate time and effort to Board responsibilities;
o Ability to work with current Board of Directors;
o Ability to assess corporate strategy;
o Willingness to provide management oversight;
o Broad business experience, judgment and leadership;
o Significant years of management experience in a senior policy-making
position;
o Knowledge of the supermarket business or other retail business; and
o Knowledge of business trends, including, but not limited to, relevant
regulatory affairs.
5
CORPORATE GOVERNANCE (Continued)
COMMUNICATION WITH DIRECTORS
Any stockholder or other party interested in communicating with the Board
of Directors, either as a group or with an individual member of the Board of
Directors, may do so by writing c/o Secretary, Publix Super Markets, Inc.,
P.O. Box 407, Lakeland, Florida 33802-0407. All communications to the Board of
Directors or a specified individual director will be provided to the Board of
Directors or the specified individual director at the next Board meeting
following receipt of the communication. However, if the Secretary determines the
nature of the communication requires the immediate attention of the Board of
Directors or the specified individual director, the communication will be
provided as soon as reasonably possible.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation Committee members, who were all directors of the Company
during 2006, include: Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton,
Chairman. There were no interlocks of the executive officers or directors of the
Company 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 Company.
6
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information about the shares of the
Company's common stock beneficially owned as of the close of business on
February 9, 2007, by each of the Company's nominees for director, each executive
officer named in the Summary Compensation Table and all directors and executive
officers as a group. Additionally, the table includes the persons (including any
group deemed a "person" under Rule 13d-3 of the Securities Exchange Act of 1934
(the "Act")) known by the Company to be a beneficial owner of more than 5% of
the Company's outstanding common stock.
Number of shares of common stock Percent of
Name of beneficial owner beneficially owned as of February 9, 2007 (1) class
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Carol Jenkins Barnett 48,682,522 (2) 5.81
Hoyt R. Barnett 6,292,699 (3) *
Joan G. Buccino 13,450 *
William E. Crenshaw 9,324,672 (4) 1.11
Sherrill W. Hudson 15,000 (5) *
Charles H. Jenkins, Jr. 9,790,660 (6) 1.17
Howard M. Jenkins 24,271,521 (7) 2.90
E. Vane McClurg 5,568,450 (8) *
Kelly E. Norton 14,125 *
Maria A. Sastre 2,900 *
David P. Phillips 254,274 (9) *
Laurie S. Zeitlin 500 *
Employee Stock Ownership Plan 258,725,621 (10) 30.87
401(k) Plan 47,166,627 (11) 5.63
All directors and executive
officers as a group (37) 104,395,327 (12) 12.46
Note references are explained on pages 8 and 9.
* Shares represent less than 1% of common stock.
7
BENEFICIAL OWNERSHIP OF SECURITIES (Continued)
(1) As used in the table on the preceding page, "beneficial ownership" means
the sole or shared voting or investment power with respect to the
Company's common stock. Unless otherwise indicated, the individual has
sole voting and investment power with respect to the shares shown as
beneficially owned. For participants in the Company's Employee Stock
Ownership Plan (the "ESOP"), holdings include shares allocated to their
individual ESOP accounts, over which each participant 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. The
address for all beneficial owners is 3300 Publix Corporate Parkway,
Lakeland, Florida 33811 with a mailing address of P.O. Box 407, Lakeland,
Florida 33802-0407.
(2) Carol Jenkins Barnett has sole voting and investment power over
43,137,818 shares of common stock which are held directly and sole voting
and investment power over 7,555 shares of common stock which are held
indirectly. Total shares beneficially owned include 5,537,149 shares of
common stock also shown as beneficially owned by her husband, Hoyt R.
Barnett, but exclude all other shares beneficially owned by Hoyt R.
Barnett, as to which Carol Jenkins Barnett disclaims beneficial
ownership.
(3) Hoyt R. Barnett has sole voting and investment power over 509,105 shares
of common stock which are held directly and sole voting and investment
power over 246,445 shares of common stock which are held indirectly.
Total shares beneficially owned include 5,537,149 shares of common stock
also shown as beneficially owned by his wife, Carol Jenkins Barnett, but
exclude all other shares beneficially owned by Carol Jenkins Barnett, as
to which Hoyt R. Barnett disclaims beneficial ownership. Total shares
beneficially owned by Hoyt R. Barnett exclude 258,725,621 shares of
common stock owned by the ESOP, as to which Hoyt R. Barnett disclaims
beneficial ownership as Trustee of the ESOP.
(4) William E. Crenshaw has sole voting and investment power over 2,591,105
shares of common stock which are held directly, sole voting and
investment power over 6,524,880 shares of common stock which are held
indirectly, sole voting and shared investment power over 164,407 shares
of common stock which are held indirectly and shared voting and
investment power over 44,280 shares of common stock which are held
indirectly. William E. Crenshaw has pledged as collateral 36,660 shares
of common stock which are held directly.
(5) Sherrill W. Hudson has sole voting and investment power over 2,500 shares
of common stock which are held directly and shared voting and investment
power over 12,500 shares of common stock which are held directly.
(6) Charles H. Jenkins, Jr. has sole voting and investment power over
6,371,815 shares of common stock which are held directly, sole voting and
investment power over 473,265 shares of common stock which are held
indirectly, sole voting and shared investment power over 318,645 shares
of common stock which are held indirectly, shared voting and investment
power over 2,980 shares of common stock which are held directly and
shared voting and investment power over 2,623,955 shares of common stock
which are held indirectly.
(7) Howard M. Jenkins has sole voting and investment power over 3,307,578
shares of common stock which are held directly, sole voting and
investment power over 803,713 shares of common stock which are held
indirectly, sole voting and shared investment power over 190,150 shares
of common stock which are held indirectly and shared voting and
investment power over 19,970,080 shares of common stock which are held
indirectly. Total shares beneficially owned by Howard M. Jenkins exclude
8,071,870 shares of common stock owned by a limited partnership, as to
which Howard M. Jenkins disclaims beneficial ownership as a limited
partner. Howard M. Jenkins has pledged as collateral 3,400,000 shares of
common stock which are held indirectly.
(8) E. Vane McClurg has sole voting and investment power over 5,443,450
shares of common stock which are held directly, sole voting and
investment power over 75,000 shares of common stock which are held
indirectly and shared voting and investment power over 50,000 shares of
common stock which are held indirectly.
8
BENEFICIAL OWNERSHIP OF SECURITIES (Continued)
(9) David P. Phillips has sole voting and investment power over 128,100
shares of common stock which are held directly, sole voting and
investment power over 30,890 shares of common stock which are held
indirectly, sole voting and shared investment power over 57,209 shares of
common stock which are held indirectly and shared voting and investment
power over 38,075 shares of common stock which are held directly.
(10) Hoyt R. Barnett is Trustee of the ESOP which is the record owner of
258,725,621 shares of common stock over which he has shared investment
power. The Trustee exercises sole voting power over approximately
6,000,000 shares of common stock in the ESOP because such shares have not
been allocated to participants' accounts. For ESOP shares allocated to
participants' accounts, the Trustee will vote the shares as instructed by
participants. Additionally, the Trustee will vote the ESOP shares for
which no instruction is received.
(11) Tina P. Johnson is Trustee of the Company's common stock held in the
401(k) Plan which is the record owner of 47,166,627 shares of common
stock over which she has sole voting and shared investment power.
(12) As a group, the directors and executive officers have shared voting
and/or shared investment power over 31,472,053 shares of common stock. As
a group, the directors and executive officers have pledged as collateral
3,464,257 shares of common stock of which 64,257 are held directly and
3,400,000 are held indirectly.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934, certain officers,
directors and stockholders of the Company are required to file reports of stock
ownership and changes therein with the Securities and Exchange Commission. The
Company believes that its officers, directors and stockholders complied with the
Section 16 filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has adopted a Related Party Transactions Policy.
This Policy delegates the authority to approve or disapprove of the entry into
Related Party Transactions to the Corporate Governance Committee.
During 2006, the Company purchased approximately $2,564,000 of food
products from Alma Food Imports, Inc., a company owned by Julia Jenkins
Fancelli, sister of Howard M. Jenkins and Carol Jenkins Barnett, aunt of
William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law
of Hoyt R. Barnett.
During 2006, the Company purchased approximately $241,919,000 of food
products from ConAgra Foods, Inc. M. Clayton Hollis, Vice President of the
Company is the brother of Dean Hollis, President and COO of ConAgra Consumer
Foods, Inc.
The Corporate Governance Committee determined that the terms of the
foregoing transactions are no less favorable than terms that could have been
obtained from unaffiliated parties.
9
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis includes the following: (1) an
overview of the Compensation Committee of the Board of Directors, (2) the
compensation philosophy of the Company and (3) the components of executive
compensation.
Overview of the Compensation Committee
--------------------------------------
The Compensation Committee's primary responsibilities include evaluating
the Company's philosophy regarding executive compensation and evaluating and
determining the compensation of the named executive officers. These
responsibilities may not be delegated other than to the Board of Directors. The
Compensation Committee has the authority under its charter to engage the
services of outside advisors, experts and others to assist it. During 2006, the
Compensation Committee did not engage any such advisors. All members of the
Compensation Committee of the Board of Directors are independent as defined by
the rules of the New York Stock Exchange.
The Chief Executive Officer and other members of management are invited to
attend all or a portion of a Compensation Committee meeting depending on the
nature of the agenda items. Neither the Chief Executive Officer nor any other
member of management votes on items before the Compensation Committee; however,
the Compensation Committee solicits the views of the Chief Executive Officer on
compensation matters, including as they relate to the compensation of other
named executive officers reporting to the Chief Executive Officer. The
Compensation Committee works with members of management to determine the agenda
for each meeting and management prepares the applicable meeting materials.
Compensation Philosophy
-----------------------
The Company includes in its employee handbook the following compensation
philosophy for all employees (referred to as "associates" below):
As a food retailer in a highly competitive market, Publix recognizes that our
associates are our primary asset and contribute to our competitive advantage. To
achieve our mission, Publix must continue to attract, retain, motivate and
reward highly qualified associates. To fulfill this responsibility we strive to:
o offer pay and benefits that contribute to our associates' financial
security now and at retirement
o offer wages that are competitive within our local markets
o provide benefits that meet the diverse needs of our associates
o reward associates for premier performance
o provide opportunity for future rewards as a result of promotion from
within
o educate our associates on pay and benefits and
o ensure equal opportunity in all aspects of pay and benefits.
The Company's compensation objective for its named executive officers is
the same as for all employees indicated above: to attract, retain, motivate and
reward highly qualified individuals.
In addition, the Compensation Committee considers additional factors when
determining the compensation of the named executive officers. These factors
include (1) the overall level of responsibility and the relationship to
compensation levels of the Company's management, (2) the compensation levels of
executive officers of companies in the Company's Peer Group Index, taking into
account the size and financial performance of the Company, (3) anticipated
competitive operating conditions and (4) overall economic conditions. In
general, the Company's compensation for its named executive officers reflects
its position that compensation should be set at responsible levels and be
consistent with the Company's constant focus on controlling costs in its low
margin business.
10
EXECUTIVE COMPENSATION (Continued)
Components of Executive Compensation
------------------------------------
The Company's executive compensation includes the following components:
base salary, incentive bonus plan, retirement benefits and other benefits.
With the exception of the incentive bonus plan which has approximately
400 participants, these components are available to all or large numbers of
employees. The Company does not have a specific compensation program focused on
its named executive officers.
Base Salary
The named executive officers are paid a base salary that is generally
reviewed annually. As indicated, the factors considered in determining the base
salaries of the named executive officers include (1) the overall level of
responsibility and the relationship to compensation levels of the Company's
management, (2) the compensation levels of executive officers of companies in
the Company's Peer Group Index, taking into account the size and financial
performance of the Company, (3) anticipated competitive operating conditions and
(4) overall economic conditions. These factors are considered in conjunction
with the performance of the named executive officers and the results of the
Company. There are no significant differences in the compensation policies and
decisions among the named executive officers. During 2006, the changes in the
base salaries for the named executive officers excluding the Senior Vice
President and Chief Information Officer were heavily based on factor (2) above.
The Senior Vice President and Chief Information Officer joined the Company on
January 30, 2006 so she did not receive a base salary increase in 2006. The base
salaries for 2006 for the named executive officers are listed in the Summary
Compensation Table.
Incentive Bonus Plan
The Company provides an incentive bonus plan. The purpose of this plan is
to provide an incentive in the form of an annual cash bonus to all executive
officers and certain staff employees of the Company for achieving the Company's
sales and profit goals. The incentive bonus plan is approved by the Compensation
Committee as to executive officers and by the Executive Committee as to staff
employees. Although the Company has a defined method for calculating the
incentive bonus, these committees retain the right to alter or discontinue the
incentive bonus at their discretion at any time for the employees within their
approval authority.
The incentive bonus compensates the executive officers and staff employees
for their services during the calendar year and the applicable employees must be
employed with the Company at the end of the calendar year to participate in the
incentive bonus. The annual bonuses are paid in the year following the year
earned.
The Company's incentive bonus plan is based on a target bonus equal to two
months pay for all full incentive bonus participants (participants generally
transition into the incentive bonus plan over a two-year period). The formula
for the incentive bonus plan is based on the Company achieving its sales and
profit goals for the fiscal year and thus paying the target bonus. The incentive
bonus is more or less than the target bonus based on the Company's actual
results compared to its sales and profit goals. No incentive bonus is paid
unless greater than 80% of the target profit is achieved.
In general, the incentive bonus pool is allocated to the executive officers
and staff employees according to their relative base compensation amounts paid
to them during the calendar year for which the incentive bonus is being paid.
Retirement Benefits
The Company has a trusteed, noncontributory defined contribution plan, the
Employee Stock Ownership Plan (the "ESOP"), for the benefit of eligible
employees. The amount of the Company's discretionary contribution to the ESOP is
determined annually by the Board of Directors and can be made in the form of
Company common stock or cash. The Company's contribution to the plan is
allocated to all eligible participants on the basis of compensation and the plan
does not discriminate, in scope, terms or operation, in favor of the named
executive officers. Non-employee directors of the Company's Board of Directors
do not participate in the plan. Company contribution amounts earned for 2006 for
the named executive officers are listed in the Summary Compensation Table.
11
EXECUTIVE COMPENSATION (Continued)
The Company does not have any supplemental executive retirement plans.
Therefore, due to the maximum annual compensation limit for retirement plans
established by Federal law, the named executive officers did not receive Company
contributions under the ESOP for their 2006 compensation in excess of $220,000.
The Company has a 401(k) plan for the benefit of eligible employees. The
401(k) plan is a voluntary defined contribution plan. Eligible employees may
contribute up to 10% of their eligible annual compensation, subject to the
maximum contribution limits established by Federal law ($15,000 for 2006). The
Company may make a discretionary annual matching contribution to eligible
participants of this plan as determined by the Board of Directors. During 2006,
the Board of Directors approved a match of 50% of eligible contributions up to
3% of eligible compensation, not to exceed a maximum match of $750 per employee.
The match, which is determined as of the last day of the plan year and paid in
the subsequent year, is in the form of common stock of the Company. The plan
does not discriminate, in scope, terms or operation, in favor of the named
executive officers. Non-employee directors of the Company's Board of Directors
do not participate in the plan. Company matching contributions earned for 2006
by the named executive officers are listed in the Summary Compensation Table.
Other Benefits
The Company's group health, dental, vision and supplemental life insurance
plans are available to eligible full-time and part-time employees and the group
life insurance and long-term disability plans are available to eligible
full-time employees. These plans do not discriminate, in scope, terms or
operation, in favor of the named executive officers. Non-employee directors of
the Company's Board of Directors do not participate in the plans.
The Company does not provide vehicle allowances, country club memberships,
personal use of Company airplanes, tax and financial planning services or other
perquisites frequently offered to executive officers. Two of the five named
executive officers use a company-provided vehicle; however the annual value of
the personal use is less than $10,000 per named executive officer.
In addition, the Company does not provide the following forms of
compensation or arrangements frequently offered to executive officers:
o long-term cash incentives;
o stock options or other equity incentives;
o deferred compensation plans; or
o employment contracts/change in control agreements/severance agreements.
The Company does not provide compensation that is directly tied to the
results of the Company's common stock performance. However, since the retirement
benefits under the ESOP are substantially in the form of Company common stock,
there is a long-term link between compensation paid to the named executive
officers and any gain realized by the Company's stockholders.
Tax Deductibility of Executive Compensation
Limitation on deductibility of compensation may occur under Section 162(m)
of the Internal Revenue Code which generally limits the tax deductibility of
compensation paid by a public company to its chief executive officer and certain
other highly compensated executive officers to $1 million in the year the
compensation becomes taxable to the executive officer. There is an exception to
the limit on deductibility for performance-based compensation that meets certain
requirements.
The Company does not have a policy that limits the compensation of
executive officers to the amount deductible for tax payments; however, none of
the Company's executive officers has received compensation which would exceed
the deductible amount.
12
EXECUTIVE COMPENSATION (Continued)
Financial Statement Restatement
-------------------------------
The Company does not have a policy relative to making retroactive
adjustments to any incentive compensation paid to the named executive officers
where the payment was made based upon the achievement of certain financial
results that were subsequently the subject of a restatement; however, none of
the Company's financial statements has been subject to such a restatement that
would have impacted incentive compensation previously paid to the named
executive officers.
Compensation Compared to Peer Group Index Companies
---------------------------------------------------
The compensation earned by the named executive officers in the following
Summary Compensation Table ranks at or near the bottom of compensation earned by
comparable positions among the Peer Group Index companies included in the
performance graphs in the Company's Form 10-K and this Proxy Statement.
Summary Compensation Table
--------------------------
------------------------------------------------------------------------------------------------------------------------------------
Change in
Pension
Value and
Nonqualified
Name and Non-Equity Deferred
Principal Positions, Stock Option Incentive Plan Compensation All Other
( ) Years of Service Year Salary Bonus Awards Awards Compensation (1) Earnings Compensation Total
---------------------------- ------ -------- ------- -------- -------- ------------------ --------------- -------------- -----------
Charles H. Jenkins, Jr. (37)
Chief Executive Officer
and Director 2006 $735,900 - - - $151,767 - $25,118 (2) $912,785
---------------------------- ------ -------- ------- -------- -------- ----------------- -------------- -------------- -----------
William E. Crenshaw (32)
President and Director 2006 $590,155 - - - $121,709 - $25,118 (2) $736,982
---------------------------- ------ -------- ------- -------- -------- ----------------- -------------- -------------- -----------
David P. Phillips (22)
Chief Financial Officer
and Treasurer 2006 $472,115 - - - $97,366 - $25,118 (2) $594,599
---------------------------- ------ -------- ------- -------- -------- ----------------- -------------- -------------- -----------
Laurie S. Zeitlin (1)
Senior Vice President and
Chief Information Officer 2006 $405,046 - - - $89,814 - $145,083 (3) $639,943
---------------------------- ------ -------- ------- -------- -------- ----------------- -------------- -------------- -----------
Hoyt R. Barnett (38)
Vice Chairman and
Director 2006 $323,925 - - - $66,804 - $25,118 (2) $415,847
------------------------------------------------------------------------------------------------------------------------------------
(1) Amounts in this column include incentive bonus plan payments earned in the
applicable year but paid in the subsequent year.
(2) Amounts represent the Company's contributions to the ESOP and 401(k) Plan.
(3) Amount represents a relocation bonus of $143,902 and a bonus for the cost of
COBRA health insurance coverage of $1,181.
13
EXECUTIVE COMPENSATION (Continued)
Grants of Plan-Based Awards
---------------------------
------------------------------------------------------------------------------------------------------------------------------------
All All
Other Other
Stock Option
Awards: Awards: Exercise
Estimated Future Payouts Under Estimated Future Payouts Under Equity Number Number of or Base
Non-Equity Incentive Plan Awards Incentive Plan Awards of Shares Securities Price of
---------------------------------- --------------------------------------- of Stock Underlying Option
Grant Threshold Target Maximum Threshold Target Maximum or Units Options Awards
Name Date ($) ($) ($) (#) (#) (#) (#) (#) ($/Sh)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
The Company does not have any stock or option award plans that are applicable for inclusion in this table.
Outstanding Equity Awards
-------------------------
------------------------------------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
------------------------------------------------------------------- -----------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Equity Plan Market or
Incentive Awards: Payout
Plan Number of Value of
Awards: Market Unearned Unearned
Number of Number of Number of Number of Value of Shares, Shares,
Securities Securities Securities Shares or Shares or Units or Units or
Underlying Underlying Underlying Units of Units of Other Other
Unexercised Unexercised Unexercised Option Stock That Stock That Rights Rights That
Options Options Unearned Exercise Option Have Not Have Not That Have Have Not
(#) (#) Options Price Expiration Vested Vested Not Vested Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
The Company does not have any stock or option award plans that are applicable for inclusion in this table.
Option Exercises and Stock Vested
---------------------------------
---------------------------------------------------------------------------------------------
Option Awards Stock Awards
------------------------------------- --------------------------------------------
Number of Shares
Acquired on Value Realized Number of Shares Value Realized on
Exercise on Exercise Acquired on Vesting Vesting
Name (#) ($) (#) ($)
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
The Company does not have any stock or option award plans that are applicable for inclusion in this table.
14
EXECUTIVE COMPENSATION (Continued)
Pension Benefits
----------------
--------------------------------------------------------------------------------
Number of Present Value Payments
Years of of Accumulated During Last
Credited Service Benefit Fiscal Year
Name Plan Name (#) ($) ($)
--------------------------------------------------------------------------------
The Company does not have any pension benefits so this table is not applicable.
Nonqualified Deferred Compensation
----------------------------------
----------------------------------------------------------------------------------------------------------
Executive Registrant Aggregate Aggregate
Contributions Contributions Earnings in Balance at
in Last in Last Fiscal Last Fiscal Aggregate Last Fiscal
Fiscal Year Year Year Withdrawals/Distributions Year End
Name ($) ($) ($) ($) ($)
------------ --------------- ----------------- ------------- ------------------------------ --------------
----------------------------------------------------------------------------------------------------------
The Company does not have any deferred compensation plans so this table is not applicable.
COMPENSATION COMMITTEE REPORT
The Compensation Committee reviewed and discussed the Compensation
Discussion and Analysis with management. Based on this review and discussion
with management, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
Proxy Statement.
This report is submitted by the following members of the Compensation
Committee at the end of 2006: Joan G. Buccino, Sherrill W. Hudson and Kelly E.
Norton, Chairman.
15
NON-EMPLOYEE DIRECTOR COMPENSATION
During the first and second quarters of 2006, non-employee directors
received a quarterly retainer of $10,500 for serving on the Board of Directors,
members of the Audit Committee received a quarterly retainer of $2,500 for
serving on the Audit Committee and members of the Corporate Governance Committee
received a quarterly retainer of $1,250 for serving on the Corporate Governance
Committee. Beginning in the third quarter of 2006, non-employee directors
received a quarterly retainer of $11,250 for serving on the Board of Directors,
members of the Audit Committee received a quarterly retainer of $2,500 for
serving on the Audit Committee and members of the Corporate Governance Committee
received a quarterly retainer of $1,250 for serving on the Corporate Governance
Committee. No fees are paid for attendance at Committee meetings. The Company
pays for travel and lodging expenses for directors in connection with their
attendance at various meetings. From time to time, the Company may transport
directors to and from such meetings in a Company airplane.
The Company has a Non-Employee Directors Stock Purchase Plan for the
benefit of eligible directors. Under the plan, eligible non-employee directors
may purchase shares of the Company's common stock at the current fair market
value during specific time periods subject to certain limitations. The
provisions of this plan are generally the same as the provisions of the
Company's Employee Stock Purchase Plan.
The following table summarizes non-employee director compensation for 2006.
Directors that are employees of the Company do not receive additional
compensation for service on the Board of Directors or as members of any of its
committees.
Non-Employee Director Compensation
----------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Change in
Pension Value
and
Nonqualified
Non-Equity Deferred
Fees Earned or Incentive Plan Compensation All Other
Name Paid in Cash Stock Awards Compensation Earnings Compensation Total
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Carol Jenkins Barnett $43,500 - - - - $43,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Joan G. Buccino $58,500 - - - - $58,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Sherrill W. Hudson $53,500 - - - - $53,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Howard M. Jenkins $43,500 - - - - $43,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
E. Vane McClurg $48,500 - - - - $48,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Kelly E. Norton $58,500 - - - - $58,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
Maria A. Sastre $48,500 - - - - $48,500
---------------------------- ---------------- ----------------- ---------------- ----------------- ---------------- ----------------
AUDIT COMMITTEE REPORT
Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent registered public
accounting firm is responsible for performing an independent audit of the
Company's consolidated financial statements and an audit of the Company's
internal control over financial reporting in accordance with the standards of
the Public Company Accounting Oversight Board (United States). The Audit
Committee monitors and oversees these processes as described in the Audit
Committee charter.
The Audit Committee reviewed and discussed with management and the
Company's independent registered public accounting firm the Company's audited
consolidated financial statements for the fiscal year ended December 30, 2006.
The Audit Committee also discussed with the Company's independent registered
public accounting firm the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees. The Audit
Committee received the written disclosures from the Company's independent
registered public accounting firm required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and discussed
with the independent registered public accounting firm its independence.
16
AUDIT COMMITTEE REPORT (Continued)
Based upon the review and discussions referred to in the preceding
paragraph, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 2006, for filing with
the Securities and Exchange Commission.
This report is submitted by the following members of the Audit Committee
at the end of 2006: Joan G. Buccino, Sherrill W. Hudson, Chairman, and
Kelly E. Norton.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG LLP was the Company's independent registered public
accounting firm during 2006. The Audit Committee will make its recommendation to
the Board of Directors as to the Company's independent registered public
accounting firm for 2007 later this year.
Representatives of KPMG LLP will be present at the Annual Meeting of
Stockholders with an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
The fees of the Company's independent registered public accounting firm,
KPMG LLP, for the indicated services performed for the fiscal years ended
December 30, 2006 and December 31, 2005, were as follows:
Amounts are in thousands. 2006 2005
-------------------------------------------------------
Audit fees (1).................. $1,252 1,224
Audit-related fees (2).......... 33 30
Tax fees (3).................... 26 22
All other fees.................. -- --
-------------------
$1,311 1,276
===================
(1) Fees for audit services include fees associated with the annual audit of the
Company's financial statements, annual audit of the Company's internal
control over financial reporting and reviews of the Company's quarterly
financial statements.
(2) Fees for audit-related services include fees associated with the annual
audit of employee benefit plans for the 2005 and 2004 plan years.
(3) Fees for tax services include fees associated with tax compliance, tax
advice and tax planning.
The Audit Committee has reviewed and discussed the fees of KPMG LLP during
the last fiscal year for audit and non-audit services and has determined that
the provision of the non-audit services are compatible with the firm's
independence.
Under its charter and in accordance with the Audit Committee Pre-Approval
Policy, the Audit Committee must pre-approve all engagements of the Company's
independent registered public accounting firm. The Audit Committee Pre-Approval
Policy provides that the Audit Committee is required to pre-approve all audit
and non-audit services performed by the independent registered public accounting
firm in order to assure that the provision of such services will not impair its
independence. The Audit Committee has delegated the Chairman of the Audit
Committee the authority to evaluate and approve engagements on behalf of the
Audit Committee in the event that the need for pre-approval arises between Audit
Committee meetings. If the Chairman approves any such engagements, he will
report that approval to the Audit Committee at its next meeting. During 2006,
each new engagement of the independent registered public accounting firm was
approved in accordance with the policy.
17
PERFORMANCE GRAPH
The following performance graph sets forth the Company's cumulative total
stockholder return during the five years ended December 30, 2006, 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 (retail food supermarket
companies)(1). The Company added Ahold, Delhaize and Supervalu to its Peer Group
Index due to their significant ownership of U.S. supermarkets. The Peer Group
Index is weighted based on the various companies' market capitalization. The
comparison assumes $100 was invested at the end of 2001 in the Company's common
stock and in each of the related indices and assumes reinvestment of dividends.
The Company's common stock is valued as of the end of each fiscal quarter.
After the end of a quarter, however, shares continue to be traded at the prior
valuation until the new valuation is received. The cumulative total return for
the companies represented in the S&P 500 Index and the custom Peer Group Index
is based on those companies' calendar year end trading prices. Traditionally the
Company included two performance graphs in its Proxy Statement, one based on the
fiscal year end valuation (appraised value as of March 1, 2007) and one based on
the fiscal year end trading price (appraised value as of the prior fiscal
quarter). The Securities and Exchange Commission now requires that the
performance graph be included as part of Item 5 of a company's Form 10-K. The
performance graph on page 12 of the Company's 2006 Annual Report on Form 10-K is
based on the Company's fiscal year end trading price. However, because the
Company's fiscal year end valuation of the Company's shares is effective after
the deadline to file its Annual Report on Form 10-K with the Securities and
Exchange Commission, a performance graph based on the fiscal year end valuation
is not presented in the 2006 Annual Report on Form 10-K. For comparative
purposes, additional information is provided in the following performance graph
based on the Company's fiscal year end valuation based on its appraised value as
of March 1, 2007.
Comparison of Five-Year Cumulative Return Based Upon Fiscal Year End Valuation
2001 2002 2003 2004 2005 2006
--------------------------------------------------------------------------------
Publix $100.00 94.61 127.90 160.31 203.77 254.72
S&P 500 100.00 76.65 97.70 109.75 115.32 133.53
Peer Group(1) 100.00 58.97 62.23 64.86 65.96 86.59
(1) Companies included in the Peer Group are: A&P, Ahold, Albertson's (included
through December 2005 - no longer publicly traded), Delhaize, Kroger, Safeway,
Supervalu, Weis Markets and Winn-Dixie. (Winn-Dixie is included through December
2005 as the company filed for Chapter 11 bankruptcy protection. Winn-Dixie's
new common stock did not begin trading until November 2006 so it was not
included.)
18
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 2008 Annual
Meeting of Stockholders must be received at the Company's corporate office prior
to November 15, 2007, for consideration for inclusion in the Proxy Statement
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/John A. Attaway, Jr.
-----------------------
John A. Attaway, Jr.
Secretary
Lakeland, Florida
March 1, 2007
The Company's annual report to the Securities and Exchange Commission, Form
10-K, for the fiscal year ended December 30, 2006, is being mailed with this
Proxy Statement to stockholders of record and beneficial owners as of the close
of business on February 9, 2007. This report may also be obtained
electronically, free of charge, through the Company's website at
www.publix.com/stock.
19
PUBLIX SUPER MARKETS, INC.
Annual Meeting of Stockholders
April 17, 2007 at 9:30 a.m.
Publix Corporate Office, 3300 Publix Corporate Parkway
Lakeland, Florida 33811
The Publix Super Markets, Inc. Board of Directors recommends a vote FOR the
nominees listed in Item 1. You are encouraged to specify your choice by marking
the appropriate box, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The shares represented
by this proxy card will not be voted unless you sign and return this card by
April 17, 2007, and the signed card is received prior to the Annual Meeting of
Stockholders.
If you plan to attend the Annual Meeting of Stockholders in person, please mark
the appropriate box on the reverse side of this card.
Mark, sign, date and return your proxy card promptly using the enclosed
envelope.
PROXY CARDS MUST BE RECEIVED PRIOR TO THE ANNUAL MEETING ON APRIL 17, 2007.
YOUR VOTE IS VERY IMPORTANT TO US.
PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 17, 2007
The undersigned has received the Notice of Annual Meeting of Stockholders
("Meeting") to be held on April 17, 2007, the Proxy Statement dated March 1,
2007, and the 2006 Annual Report to Stockholders for the Meeting. The
undersigned hereby appoints Howard M. Jenkins, Charles H. Jenkins, Jr. and
William E. Crenshaw, or any of them, as proxies with full power of substitution,
to vote all shares of Publix common stock that the undersigned is entitled to
vote at the Meeting, and at any adjournments or postponements thereof, as
described below. The undersigned acknowledges that the signing of this proxy
revokes any and all proxies previously given to vote the shares represented by
this proxy card at the Meeting.
1. Election of Directors:
Nominees: Carol Jenkins Barnett Hoyt R. Barnett Joan G. Buccino
William E. Crenshaw Sherrill W. Hudson Charles H. Jenkins, Jr.
Howard M. Jenkins E. Vane McClurg Kelly E. Norton
Maria A. Sastre
[ ] FOR all nominees listed above
[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out above
[ ] WITHHOLD VOTES for all nominees listed above
2. Other Matters: The proxies named above, in their discretion, may vote the
shares represented by this proxy card upon such other matters as may properly
come before the Meeting.
------------------------- ---------- ------------------------- ----------
Signature Date Signature if held jointly Date
Note: Please sign exactly as your name appears hereon. Joint owners must each
sign. When signing as attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
[ ] I plan on attending the Annual Meeting of Stockholders in person on
April 17, 2007.
[ ] I have multiple accounts and do not want to receive Publix's Annual Report
to Stockholders for this account. (You should leave this box unmarked on one
proxy card.)
[ ] The address listed below is incorrect. My new address is:
-----------------------------------------------
Street
-----------------------------------------------
City State ZIP Code
TO THE PARTICIPANTS OF THE PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
Annual Meeting of Stockholders
April 17, 2007 at 9:30 a.m.
Publix Corporate Office, 3300 Publix Corporate Parkway
Lakeland, Florida 33811
Dear ESOP Participant:
The Publix Super Markets, Inc. Annual Meeting of Stockholders ("Meeting") is
being held on April 17 this year. At the Meeting, the Trustee of the ESOP,
Hoyt R. Barnett, or his designee, will vote the shares of Publix common stock
allocated to your ESOP account according to your instructions. You may indicate
your voting instructions on the attached proxy on the last page of this
booklet. The Publix Board of Directors recommends a vote FOR the nominees
listed in Item 1. If you indicate "WITHHOLD VOTES" for any or all director
nominees on your proxy, the Trustee or his designee will not exercise voting
rights for your ESOP shares with respect to such director nominees. If your
voting instructions as indicated on your properly signed proxy card are not
received prior to the Meeting, or if this proxy card is not returned, the
Trustee or his designee will vote your ESOP shares in his discretion.
If you plan to attend the Annual Meeting of Stockholders in person, please mark
the appropriate box on the attached proxy on the last page of this booklet.
Thank you,
Plan Administrator
Publix Super Markets, Inc.
March 1, 2007
PROXY CARDS MUST BE RECEIVED PRIOR TO THE
ANNUAL MEETING ON
APRIL 17, 2007.
YOUR VOTE IS VERY IMPORTANT TO US.
VOTING CARD IS ON THE LAST PAGE OF THIS BOOKLET.
PUBLIX SUPER MARKETS, INC.
REQUEST FOR VOTING INSTRUCTIONS IN CONNECTION WITH
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 17, 2007
The undersigned has received the Notice of Annual Meeting of Stockholders
("Meeting") to be held on April 17, 2007, the Proxy Statement dated March 1,
2007, and the 2006 Annual Report to Stockholders for the Meeting. The
undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan ("ESOP"), with respect to all shares of Publix
common stock allocated to the ESOP account of the undersigned, the voting rights
of which are accorded to the undersigned under the ESOP (the "Account Shares"),
hereby requests and instructs Hoyt R. Barnett, Trustee of the ESOP, or the
Trustee's designee, as proxy to vote all of the Account Shares that the
undersigned is entitled to vote at the Meeting, and at any adjournments or
postponements thereof, 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 described below.
The undersigned acknowledges that the signing of this proxy revokes any and all
proxies previously given to vote the Account Shares represented by this proxy
card at the Meeting.
1. Election of Directors:
Nominees: Carol Jenkins Barnett
Hoyt R. Barnett
Joan G. Buccino
William E. Crenshaw
Sherrill W. Hudson
Charles H. Jenkins, Jr.
Howard M. Jenkins
E. Vane McClurg
Kelly E. Norton
Maria A. Sastre
[ ] FOR all nominees listed above
[ ] FOR, EXCEPT WITHHOLD VOTES FOR those nominees whose names have been
crossed out above
[ ] WITHHOLD VOTES for all nominees listed above
2. Other Matters: The Trustee of the ESOP or his designee, in such person's
discretion, may vote the Account Shares represented by this proxy card upon
such other matters as may properly come before the Meeting.
The Account Shares of the undersigned will be voted as instructed above by the
Trustee or his designee if this proxy card is properly executed and received by
the Plan Administrator prior to the Meeting on April 17, 2007. If no voting
instructions are marked, or if this proxy card is not returned, the Trustee or
his designee will vote the Account Shares in his discretion.
------------------------------------------------ ----------------
Signature Date
Note: Please sign exactly as your name appears on the reverse side of this proxy
card. When signing as attorney-in-fact, executor, administrator, trustee,
guardian or other representative capacity, please give full title as such.
[ ] I plan on attending the Annual Meeting of Stockholders in person on
April 17, 2007.
PROMPTLY MARK, SIGN, DATE, TEAR ALONG THE PERFORATED LINE TO REMOVE
PROXY CARD FROM BOOKLET, FOLD AND RETURN EITHER THROUGH
PUBLIX'S UNMETERED MAIL SYSTEM OR IN THE ENCLOSED ENVELOPE.
Return to:
Retirement Department
Publix Corporate Office
Lakeland