Sanderson Farms, Inc - On January 25, 2007, upon the recommendation...

Sanderson Farms, Inc - Recent Material Event

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 25, 2007, upon the recommendation of the Compensation Committee of the Registrant’s Board of Directors, the Board adopted a Bonus Award Program for the Registrant’s salaried employees and accounting trainees effective November 1, 2006. If the Registrant meets net income per share and minimum return on average stockholders’ equity goals for the fiscal year ended October 31, 2007, the program provides for the award of bonuses to eligible participants equal to a percentage of their base salary. The total award a participant can receive has two components: a percentage based on the Registrant’s earnings per share, and a percentage based on the Registrant’s operational performance. The fiscal 2007 program is substantially similar to the program that was in effect for fiscal 2006, which was filed as Exhibit 10 to the Registrant’s Current Report on Form 8-K filed February 28, 2006, except that the Board increased from 100% to 150% the percentage of base salary that the Chief Executive Officer, Joe F. Sanderson, Jr., can potentially earn under the program. A copy of the Bonus Award Program is filed herewith as Exhibit 10 and is incorporated herein by reference.

Also on January 25, 2007, upon the recommendations of the Compensation Committee, the Registrant’s Board of Directors: (1) ratified a 2% cost of living increase for fiscal 2007 for all of the Registrant’s salaried employees, including the executive officers, which took effect on January 1, 2007 and (2) ratified the payment of certain miscellaneous items of compensation during fiscal 2006 to the Registrant’s executive officers, as follows:


	Joe F. Sanderson,				D. Michael		James A.
	Jr.,		Lampkin Butts,		Cockrell,		Grimes,
Type	Chairman & CEO		President & COO		Treasurer &CFO		Secretary
Personal Use of Company Aircraft	$	23,098	$	158	$	0	$	0
Reimbursement of Estimated Income Tax Liability		12,139		0		0		0
401(k) Plan Matching Contribution		7,000		7,000		7,000		6,407
Life Insurance		204		204		204		204
Income Tax Preparation		300		0		0		0

Total	$	42,741	$	7,362	$	7,204	$	6,611

Each of these amounts were previously disclosed in the Registrant’s definitive proxy statement on Schedule 14A filed January 19, 2007.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
	10	Sanderson Farms, Inc. Bonus Award Program effective November 1, 2006.

SIGNATURES

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.

SANDERSON FARMS, INC.
(Registrant)