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): August 10, 2022
SENECA FOODS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York (State or Other Jurisdiction of Incorporation) | 0-01989 (Commission File Number) | 16-0733425 (IRS Employer Identification No.) |
350 WillowBrook Office Park, Fairport, NY 14450
(Address of principal executive offices, including zip code)
(585) 495-4100
(Registrant's telephone number, including area code)
Not Applicable
(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 | Name of Each Exchange on Which Registered |
Common Stock Class A, $0.25 Par | SENEA | NASDAQ Global Select Market |
Common Stock Class B, $0.25 Par | SENEB | 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 5.07 Submission of Matters to a Vote of Security Holders
On August 10, 2022, Seneca Foods Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (“Annual Meeting”). As of the record date established in connection with the Annual Meeting, the following shares of voting stock were issued and outstanding:
Voting Stock | | Shares Outstanding | | Votes/Share |
| Class A Common Stock | | | 6,452,343 | | 0.05:1 |
| Class B Common Stock | | | 1,707,249 | | 1:1 |
| 10% Cumulative Convertible Voting Preferred Stock - Series A | | | 407,240 | | 1:1 |
| 10% Cumulative Convertible Voting Preferred Stock - Series B | | | 400,000 | | 1:1 |
| 6% Cumulative Voting Preferred Stock* | | | 200,000 | | 1:1 |
*Votes on 6% Cumulative Preferred Stock can only be cast with respect to the elections of directors
The matters voted upon at the Annual Meeting and the results are set forth below.
Proposal 1: Election of Directors
At the Annual Meeting, Kathryn J. Boor, John P. Gaylord, Paul L. Palmby, and Kraig H. Kayser were elected directors of the Company. Ms. Boor, Mr. Gaylord, and Mr. Palmby will each serve until the 2025 Annual Meeting of Shareholders, Mr. Kayser will serve until the 2023 Annual Meeting of Shareholders, and all until each of their successors is duly elected and shall qualify.
| | | | | | | Withold | | | Broker | |
Nominee | | For | | | Authority | | | Non-Votes | |
| Kathryn J. Boor | | | 2,416,605 | | | | 156,127 | | | | 380,933 | |
| John P. Gaylord | | | 2,559,606 | | | | 13,125 | | | | 380,933 | |
| Paul L. Palmby | | | 2,559,519 | | | | 13,212 | | | | 380,933 | |
| Kraig H. Kayser | | | 2,549,550 | | | | 23,182 | | | | 380,933 | |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the shareholders voted to ratify the appointment of Plante Moran, P.C. as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.
For | | | Against | | | Abstain | |
| 2,783,151 | | | | 664 | | | | 294 | |
Item 7.01 Regulation FD Disclosure
As of August 10, 2022, the Company’s Board of Directors approved an amendment to the Company’s stock repurchase program, which increased the maximum number of shares to be repurchased under the program up to 2,000,000 shares of the Company's Class A and/or Class B Common Stock, including the shares of convertible participating preferred stock. As of August 10, 2022, 916,534 shares may yet to be purchased under the program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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.
Date: August 12, 2022
| SENECA FOODS CORPORATION | |
| | | |
| | | |
| By: | /s/ Timothy J. Benjamin | |
| | Timothy J. Benjamin | |
| | Chief Financial Officer | |
