BRIDGFORD FOODS CORP

Regulatory Filings • Mar 28, 2024

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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)

March 27, 2024

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.)

| 1707
S. Good-Latimer Expressway , Dallas , Texas | 75226 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (214) 428-1535

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

On Wednesday, March 27, 2024, 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 8,542,829, or 94.1%, of the 9,076,832 shares outstanding on the record date (February 2, 2024) 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, 2024.

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 2025 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 — William
L. Bridgford | 7,520,156 | 376,057 | 646,616 |
| --- | --- | --- | --- |
| Allan
Bridgford Sr. | 7,520,068 | 376,145 | 646,616 |
| Todd
C. Andrews | 7,691,840 | 204,373 | 646,616 |
| Raymond
F. Lancy | 7,520,136 | 376,077 | 646,616 |
| Keith
A. Ross | 7,520,136 | 376,077 | 646,616 |
| Mary
Schott | 7,718,800 | 177,413 | 646,616 |
| D.
Gregory Scott | 7,718,810 | 177,403 | 646,616 |
| John
V. Simmons | 7,520,136 | 376,077 | 646,616 |

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 November 1, 2024:

For — 8,399,661	19,245	123,923	—

Proposal 3

The following sets forth the results of voting with respect to the shareholder proposal to return a minimum of 20% of annual net earnings to shareholders:

For — 103,021	7,777,412	15,780	646,616

No other matters were presented for consideration or shareholder action at the Annual Meeting.

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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/
Cindy Matthews-Morales |
| --- |
| Cindy
Matthews-Morales |
| Chief
Financial Officer and Secretary |
| (Principal
Financial Officer) |

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