Seneca Foods Corp Files Annual Proxy Statement

TL;DR

Seneca Foods DEF 14A filed. Proxy details exec pay & governance for FY ending Mar 31, 2024.

AI Summary

Seneca Foods Corp filed a DEF 14A on July 8, 2024, for the fiscal year ending March 31, 2024. The filing details executive compensation and other corporate governance matters. Key information includes the company's fiscal year end and its principal business address in Marion, NY.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and company governance, enabling informed voting decisions at the annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that primarily discloses executive compensation and corporate governance information, not typically indicative of immediate financial risk.

Key Numbers

• 20240808 — Reporting Period End (The period for which the DEF 14A report is relevant.)
• 20240708 — Filing Date (The date the DEF 14A was officially submitted to the SEC.)

Key Players & Entities

• Seneca Foods Corp (company) — Filer of the DEF 14A
• 3736 SOUTH MAIN STREET, MARION, NY 14505 (location) — Company's business and mailing address
• 0331 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.25 — 305,395 shares of Class A common stock, $0.25 par value per share ("Class A Common St
• $200,000 — der an arm's length contract, above the $200,000 threshold permitted under the NASDAQ st

Filing Documents

• senea20240627_def14a.htm (DEF 14A) — 811KB
• capvsaae.jpg (GRAPHIC) — 59KB
• capvsni.jpg (GRAPHIC) — 56KB
• capvstsr.jpg (GRAPHIC) — 65KB
• card_page1.jpg (GRAPHIC) — 150KB
• card_page2.jpg (GRAPHIC) — 150KB
• seneca.jpg (GRAPHIC) — 7KB
• 0001437749-24-022298.txt ( ) — 2651KB
• senea-20240331.xsd (EX-101.SCH) — 3KB
• senea-20240331_def.xml (EX-101.DEF) — 2KB
• senea-20240331_lab.xml (EX-101.LAB) — 2KB
• senea-20240331_pre.xml (EX-101.PRE) — 1KB
• senea20240627_def14a_htm.xml (XML) — 147KB

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 22

Security Ownership of Management and Directors

Security Ownership of Management and Directors 26 Delinquent Section 16(a) Reports 27 PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 AUDIT COMMITTEE MATTERS 29 Report of the Audit Committee 29 Change in Accountant 30 Principal Accountant Fees and Services 30 OTHER MATTERS 30 DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE 30 SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 31 Proposals for the Company's Proxy Material 31 Proposals to be Introduced at the Annual Meeting but not Intended to be Included in the Company's Proxy Material 31 Compliance with Universal Proxy Rules for Director Nominations 31 Table of Contents PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING Why did I receive this proxy? The Board of Directors of Seneca Foods Corporation (the "Company") is soliciting proxies to be voted at the Annual Meeting of Shareholders. The Annual Meeting will be held Thursday, August 8, 2024, at 1:00 PM, Central Daylight Time, at the Company's Offices, 418 East Conde Street, Janesville, WI 53546. This proxy statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting. You do not need to attend the Annual Meeting in person in order to vote. Who is entitled to vote? All record holders of the Company's voting stock as of the close of business on June 14, 2024 (the "Record Date") are entitled to vote at the Annual Meeting. As of the Record Date, the following shares of voting stock were issued and outstanding: (i) 5,305,395 shares of Class A common stock, $0.25 par value per share ("Class A Common Stock"); (ii) 1,652,519 shares of Class B common stock, $0.25 par value per share ("Class B Common Stock", and together with the Class A Common Stock, sometimes collectively referred to as the "Common Stock"); (iii) 200,000 shares of Six Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share ("6% Pre

: Gender Identity

Part I: Gender Identity Directors 2 6 1

: Demographic Background

Part II: Demographic Background African American or Black 1 White 2 5 Did Not Disclose Demographic Background 1 BOARD GOVERNANCE Independent Directors Under the NASDAQ listing standards, at least a majority of the Company's directors and all of the members of the Company's Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee must meet the test of "independence" as defined by NASDAQ. The NASDAQ standards provide that, to qualify as an "independent" director, in addition to satisfying certain criteria, the Board of Directors must affirmatively determine that a director has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has determined that each director nominee and director whose term will continue beyond the Annual Meeting, other than, Mr. Palmby as the current President and Chief Executive Officer of the Company, Mr. Kayser as the former President and Chief Executive Officer of the Company, Mr. Stuart as the son-in-law of the former Chairman of the Company, and Mr. Call, is "independent" as defined by the NASDAQ listing standards. In making its determination with respect to Mr. Call, the Board considered his relationship with the Company as fully described in " Certain Transactions and Related Relationships " below on page 22. It concluded that Mr. Call does not satisfy the criteria under NASDAQ standards inasmuch as the Company purchased raw vegetables from My-T Acres, Inc., under an arm's length contract, above the $200,000 threshold permitted under the NASDAQ standards in determining "independence". With respect to the five independent directors, there are no transactions, relationships or arrangements not requiring disclosure pursuant to Item 404(a) of Regulation S-K that were considered by the Board in determining that these individuals are independent under the NASDAQ listing standards. Leadership Struc

View Full Filing

View this DEF 14A filing on SEC EDGAR