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
On Wednesday, March 19, 2025, Bridgford Foods Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), as a virtual meeting online via live audio and video webcast at which the matters set forth below were submitted to a vote of the shareholders. The votes presented in this Form 8-K differ, although not materially, from those presented during the meeting as the data herein represents the final totals. Shareholders representing 8,528,618, or 94.0%, of the 9,076,832 shares outstanding on the record date (February 7, 2025) and entitled to vote were present virtually or represented by proxy at the Annual Meeting. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. At the Annual Meeting, management proposals 1 and 2 were approved and shareholder proposal 3 was not approved. The proposals below are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 27, 2025.
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 2026 and until their respective successors are elected and duly qualified, or until their earlier death, resignation or removal:
| William L. Bridgford | Allan Bridgford Sr. | Todd C. Andrews | Raymond F. Lancy | |||
| Keith A. Ross | Mary Schott | D. Gregory Scott | John V. Simmons |
The following sets forth the results of voting with respect to each director nominee:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| William L. Bridgford | 7,909,260 | 337,844 | 281,514 | |||||||||
| Allan Bridgford Sr. | 7,909,259 | 337,845 | 281,514 | |||||||||
| Todd C. Andrews | 8,078,412 | 168,692 | 281,514 | |||||||||
| Raymond F. Lancy | 7,908,628 | 338,476 | 281,514 | |||||||||
| Keith A. Ross | 7,909,640 | 337,464 | 281,514 | |||||||||
| Mary Schott | 8,117,183 | 129,921 | 281,514 | |||||||||
| D. Gregory Scott | 8,116,102 | 131,002 | 281,514 | |||||||||
| John V. Simmons | 7,907,740 | 339,364 | 281,514 | |||||||||
Proposal 2
The following sets forth the results of voting with respect to the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending on October 31, 2025:
| For | Against | Abstained | Broker Non-Vote | |||||||||||
| 8,507,187 | 21,252 | 179 | — | |||||||||||
Proposal 3
The following sets forth the results of voting with respect to the shareholder proposal to take the Company private:
| For | Against | Abstained | Broker Non-Vote | |||||||||||
| 690,046 | 7,555,665 | 1,393 | 281,514 | |||||||||||
No other matters were presented for consideration or shareholder action at the Annual Meeting.
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 | ||
| May 12, 2025 | By: | /s/ Cindy Matthews-Morales |
| Cindy Matthews-Morales | ||
| Chief Financial Officer and Secretary | ||
| (Principal Financial Officer) | ||