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): October 20, 2020
J&J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
| New Jersey | 0-14616 | 22-1935537 |
| (State or Other | (Commission | (I.R.S. Employer |
| Jurisdiction of Organization) | File Number) | Identification No.) |
6000 Central Highway, Pennsauken, New Jersey 08109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 665-9533
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, no par value | JJSF | The NASDAQ Global Select Market |
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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 5.02(e) | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On October 20, 2020, the Compensation Committee of the Board of Directors of J & J Snack Foods Corp. (“J & J” or the “Company”) granted 1,579 restricted shares of its common stock to Ken A. Plunk, the Company’s new Senior Vice President, Chief Financial Officer, pursuant to an Inducement Restricted Stock Award Agreement (“Agreement”).
The Agreement was approved by the Company’s Compensation Committee pursuant to a delegation by the Company’s Board of Directors and was issued as an inducement equity grant pursuant to Rule 5635(c)(4) of NASDAQ Listing Rules. The grant was an inducement material to having Mr. Plunk entering into employment with J & J. The Agreement contains provisions relating to equal vesting over a period of three years and subject to Mr. Plunk’s continued employment with the Company.
The description of the Agreement contained in this Item 5.02 is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
A copy of the press release announcing the restricted stock inducement grant is furnished with this report as Exhibit 99.1.
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.
| | J & J SNACK FOODS CORP. | |
| | | | |
| | By: | /s/ Gerald B. Shreiber | |
| | | Gerald B. Shreiber | |
| | | Chief Executive Officer | |
| | | | |
| | | | |
| | | /s/ Ken A. Plunk | |
| | | Ken A. Plunk | |
| | | Chief Financial Officer | |
Date: October 26, 2020
EXHIBIT INDEX
| Exhibit Number | Description |
| | |
| 10.1 | Inducement Restricted Stock Award Agreement |
| 99.1 | Press Release dated October 21, 2020 |
| | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
