BRIDGFORD FOODS CORP

Regulatory Filings • Oct 7, 2022

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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)

October 5, 2022

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. ☐

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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 Wednesday, October 5, 2022, 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 8,557,510, or 94%, 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 and 2 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated September 11, 2022, 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 2022:

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 — William L. Bridgford	7,468,626	342,642	746,242
Allan Bridgford Sr.	7,464,045	347,223	746,242
Todd C. Andrews	7,720,947	90,321	746,242
Raymond F. Lancy	7,356,722	454,546	746,242
Keith A. Ross	7,464,045	347,223	746,242
Mary Schott	7,740,629	70,639	746,242
D. Gregory Scott	7,735,946	75,322	746,242
John V. Simmons	7,468,626	342,642	746,242

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 October 28, 2022, were as follows:

8,550,905 FOR

4,614 AGAINST

1,991 ABSTAINED

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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.

| /s/
Raymond F. Lancy |
| --- |
| Raymond F. Lancy |
| Principal Financial Officer |

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