Bridgford Foods Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on Tuesday, September 26, 2023, as a virtual meeting online via live audio webcast at which the matters set forth below were submitted to a vote of stockholders. Shareholders representing 8,678,008, or 95.6%, of the 9,076,832 shares entitled to vote were voted virtually or by proxy. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. At the Annual Meeting, management Proposals 1, 2, 3 and 4 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated September 1, 2023, for the Annual Meeting.
The results are as follows:
Proposal 1
The following persons were nominated and elected directors to serve for a one-year term expiring at the annual meeting of shareholders in 2023:
| William L. Bridgford | Allan Bridgford Sr. | Todd C. Andrews | Raymond F. Lancy | ||||||
| Keith A. Ross | Mary Schott | D. Gregory Scott | John V. Simmons |
The shareholder voting for board members is summarized as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| William L. Bridgford | 7,321,914 | 364,570 | 991,524 | |||||||||
| Allan Bridgford Sr. | 7,300,548 | 385,936 | 991,524 | |||||||||
| Todd C. Andrews | 7,504,770 | 181,714 | 991,524 | |||||||||
| Raymond F. Lancy | 7,319,163 | 367,321 | 991,524 | |||||||||
| Keith A. Ross | 7,315,685 | 370,799 | 991,524 | |||||||||
| Mary Schott | 7,528,171 | 158,313 | 991,524 | |||||||||
| D. Gregory Scott | 7,524,243 | 162,241 | 991,524 | |||||||||
| John V. Simmons | 7,323,584 | 362,900 | 991,524 | |||||||||
Proposal 2
Votes cast for appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending November 3, 2023, were as follows:
8,662,613 FOR
6,240 AGAINST
9,155 ABSTAINED
Proposal 3
The management proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, as described in the proxy materials was approved. The results of shareholder voting were as follows:
| For | Against | Abstained | Broker Non-Vote | |||||||||
| 7,642,246 | 31,575 | 12,663 | 991,524 | |||||||||
Proposal 4
The management proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive officers of the Company, as described in the proxy materials was approved at 3 years. The results of shareholder voting were as follows:
| 3 Years | 2 Years | 1 Year | Abstained | |||||||||
| 7,368,352 | 15,246 | 293,018 | 9,868 | |||||||||
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.
| BRIDGFORD FOODS CORPORATION | ||
| September 27, 2023 | By: | /s/ Cindy Matthews-Morales |
| Cindy Matthews-Morales | ||
| Principal Financial Officer | ||