UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
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BRIDGFORD FOODS CORPORATION
1707 S. Good-Latimer Expressway
Dallas, Texas 75226
(214) 428-1535
SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS HELD ON MARCH 19, 2025
May 13, 2025
Bridgford Foods Corporation (“Bridgford,” “we,” “us” and “our”) is filing this proxy statement supplement (this “Proxy Supplement”) to update and amend its definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2025 Annual Meeting of Shareholders that was held on Wednesday, March 19, 2025 at 2:00 p.m. Central Time virtually via live internet webcast at www.virtualshareholdermeeting.com/BRID2025 (the “Annual Meeting”). Except as updated or supplemented by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged. This Proxy Supplement should be read together with the Proxy Statement.
The purpose of this Proxy Supplement is solely to correct certain errors in the COMPENSATION DISCUSSION AND ANALYSIS - Summary Compensation Table and the corresponding Pay Versus Performance Disclosure contained in the Proxy Statement, in particular with respect to the fiscal year 2024 compensation for Baron R. Bridgford II, our President. The changes are included in bold in the revised Summary Compensation Table and in the revised Pay Versus Performance Disclosure table below, as well as in the applicable footnotes to such tables.
Summary Compensation Table
The table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s NEOs during fiscal years 2024 and 2023, respectively. Each of the NEOs named below were also members of the Executive Committee during the referenced periods, which Committee acts in the capacity of Chief Executive Officer of the Company.
See “COMPENSATION DISCUSSION AND ANALYSIS” for further discussion of compensation arrangements pursuant to which the amounts listed in the table below were paid or awarded and the criteria for such payment or award.
| Name and Principal Position | Year | Base Salary($)(1) | Bonus($) | Stock Awards($)(2) | Option Awards($)(3) | Non-Equity Incentive Plan Compensation($)(4) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings($)(5) | All Other Compensation($)(6) | Total($) | |||||||||||||||||||||||||||
| Michael W. Bridgford | 2024 | 321,360 | - | - | - | - | 3,670 | 21,800 | 346,830 | |||||||||||||||||||||||||||
| Chairman of the Board | 2023 | 312,000 | 165,351 | - | - | - | - | 21,200 | 498,551 | |||||||||||||||||||||||||||
| Baron R. Bridgford II | 2024 | 321,360 | - | - | - | - | - | 8,000 | 329,360 | |||||||||||||||||||||||||||
| President | 2023 | 312,000 | 165,351 | - | - | - | - | 21,200 | 498,551 | |||||||||||||||||||||||||||
| Cindy Matthews-Morales | 2024 | 321,360 | - | - | - | - | 10,372 | 21,800 | 353,532 | |||||||||||||||||||||||||||
| Chief Financial Officer | 2023 | 312,000 | 165,351 | - | - | - | 43,378 | 21,200 | 541,929 | |||||||||||||||||||||||||||
| (1) | Fiscal year 2024 was 52 weeks and fiscal year 2023 was 53 weeks. |
| (2) | The Company did not grant any stock awards to any of the NEOs during fiscal years 2024 or 2023. |
| (3) | The Company did not grant any option awards to any of the NEOs during fiscal years 2024 or 2023. |
| (4) | The Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2024 or 2023. While it is the Company’s policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated with the Company’s financial performance, the payment of the bonuses is ultimately subject to the discretion of the Compensation Committee. See “COMPENSATION DISCUSSION AND ANALYSIS – Total Compensation for Executive Officers – Discretionary Cash Bonuses.” |
| (5) | This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all defined benefit and supplemental pension plans. In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit and supplemental pension plans for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect the negative amount. In addition, to the extent that the change in present value of any particular defined benefit or supplemental pension plan for a particular year was a negative amount, the negative amount has not been used to offset the positive change in present value associated with the other applicable defined benefit or supplemental pension plans. The aggregate change in the present value of the non-qualified deferred compensation plan and pension and retirement benefits for the NEOs in fiscal years 2024 and 2023 was as follows: (i) for fiscal year 2024, Michael W. Bridgford ($3,670) and Cindy Matthews-Morales ($10,372), and (ii) for fiscal year 2023, Michael W. Bridgford (-$1,173), Baron R.H. Bridgford II (-$62,138) and Cindy Matthews-Morales ($43,378). |
| (6) | Consists of (i) $8,000 payment to offset the cancellation of health benefits, and, as applicable, (ii) matching contributions of the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEO’s. |
Pay Versus Performance Disclosure
Pursuant to Item 402(v) of Regulation S-K of the Exchange Act, the following table sets forth information about the relationship between the compensation actually paid to our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and certain performance metrics of the Company. For further information regarding executive compensation for our named executive officers, refer to “COMPENSATION DISCUSSION AND ANALYSIS - Compensation Of Executive Officers.”
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) | Net (Loss) Income | ||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | |
| (2) | |
| (3) | ● 2024: Baron R. Bridgford II and Cindy Matthews-Morales. ● 2023: William L. Bridgford, John V. Simmons, Baron R. Bridgford II and Cindy Matthews-Morales. ● 2022: William L. Bridgford, John V. Simmons, Baron R. Bridgford II and Raymond F. Lancy. |
| (4) |
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