UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||
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
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 | ||
Cover |
Sep. 26, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 26, 2023 |
| Entity File Number | 000-02396 |
| Entity Registrant Name | BRIDGFORD FOODS CORPORATION |
| Entity Central Index Key | 0000014177 |
| Entity Tax Identification Number | 95-1778176 |
| Entity Incorporation, State or Country Code | CA |
| Entity Address, Address Line One | 1308 N. Patt Street |
| Entity Address, City or Town | Anaheim |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92801 |
| City Area Code | (714) |
| Local Phone Number | 526-5533 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | BRID |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Information, Former Legal or Registered Name | Not applicable |
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