Form 8-K - Current report

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)

September 26, 2023

BRIDGFORD FOODS CORPORATION

(Exact name of registrant as specified in its charter)

California

000-02396

95-1778176

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1308 N. Patt Street, Anaheim, CA		92801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 526-5533

Not applicable

(Former name or former address, if changed since last report.)

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
Common Stock		BRID		Nasdaq Global Market

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