UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 02, 2023 |
JOHN B. SANFILIPPO & SON, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-19681 |
36-2419677 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1703 N. RANDALL ROAD |
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Elgin, Illinois |
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60123-7820 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (847) 289-1800 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $.01 par value per share |
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JBSS |
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The Nasdaq Stock Market LLC |
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by John B. Sanfilippo & Son, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “November Form 8-K”). The November Form 8-K reported the results of the matters submitted to a vote at the Company's Annual Meeting of Stockholders held on November 2, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to update disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, in the November Form 8-K. Except as set forth herein, no other amendments, supplements or modifications have been made to the November Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the November Form 8-K, at the Annual Meeting, in an advisory vote on the frequency of the advisory votes on executive compensation (“Say on Pay”), the Company’s stockholders voted in favor of holding annual Say on Pay votes.
In accordance with this result and its previous recommendation (as set forth in the definitive proxy statement for the Annual Meeting filed with the SEC on September 12, 2023), the Board of Directors of the Company determined that the Company will hold annual Say on Pay votes until the next required vote on the frequency of such Say on Pay votes.
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.
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JOHN B. SANFILIPPO & SON, INC. |
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Date: |
February 2, 2024 |
By: |
/s/ Frank S. Pellegrino |
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Frank S. Pellegrino
Chief Financial Officer, Executive Vice President,
Finance and Administration |