Tofutti Brands Sets Shareholder Meeting Amidst Controlled Company Status

TL;DR

**TOFB is a tightly controlled ship, with the Mintz estate steering 51% of the votes, making shareholder proposals largely symbolic.**

AI Summary

TOFUTTI BRANDS INC. (TOFB) is holding its Annual Meeting of Shareholders on December 18, 2025, to elect four directors, conduct a non-binding advisory vote on named executive officer compensation, determine the frequency of future 'Say on Pay' votes, and ratify Rosenberg Rich Baker Berman, P.A. as its independent registered public accounting firm for the fiscal year ending December 27, 2025. As of November 18, 2025, 5,153,706 shares of common stock were outstanding. The Estate of David Mintz holds 2,630,440 shares, representing approximately 51.0% of outstanding shares, giving it effective control over the company's business, policies, and management. The Board of Directors, comprised of four non-employee directors, held three meetings in 2024, with one director, Franklyn Snitow, attending zero meetings. The Audit Committee, consisting of Messrs. Korman, Mintz, and Snitow, held four meetings in 2024, with Mr. Snitow also attending zero of these meetings. The company operates without separate nominating or compensation committees due to its 'Controlled Company' status and the collective independence of its independent directors.

Why It Matters

This DEF 14A filing highlights TOFB's governance structure, particularly its 'Controlled Company' status due to the Estate of David Mintz's 51.0% ownership, which significantly impacts investor influence on key decisions like director elections and executive compensation. For employees, the lack of a formal compensation committee means executive pay is set by the full board, potentially affecting morale and retention. Customers and the broader market might see this concentrated control as either a stabilizing factor or a potential impediment to agile decision-making and competitive innovation in the plant-based food sector, where larger, more diversified competitors often have more robust governance frameworks.

Risk Assessment

Risk Level: medium — The 'Controlled Company' status, with the Estate of David Mintz holding 51.0% of outstanding shares, presents a medium risk as it allows the estate to elect all directors and effectively control the company, potentially limiting minority shareholder influence. Additionally, one director, Franklyn Snitow, attended zero Board meetings and zero Audit Committee meetings in 2024, raising concerns about board engagement and oversight, particularly given his role on the Audit Committee.

Analyst Insight

Investors should carefully consider the implications of TOFB's 'Controlled Company' status, as the Estate of David Mintz's 51.0% ownership significantly limits the impact of individual shareholder votes. Focus on the company's operational performance and financial health rather than expecting significant governance changes from shareholder proposals. Monitor director attendance and engagement, especially for those on critical committees like the Audit Committee.

Key Numbers

• 5,153,706 — Shares of common stock outstanding (As of November 18, 2025, determining voting power)
• 2,630,440 — Shares held by the Estate of David Mintz (Represents 51.0% of outstanding shares, granting effective control)
• 51.0% — Ownership percentage of the Estate of David Mintz (Confirms 'Controlled Company' status and voting power)
• 3 — Board of Directors meetings held (Total meetings in 2024)
• 0 — Board meetings attended by Franklyn Snitow (In 2024, raising governance concerns)
• 4 — Audit Committee meetings held (Total meetings in 2024)
• 0 — Audit Committee meetings attended by Franklyn Snitow (In 2024, raising governance concerns for a committee member)
• 10:00 a.m. — Time of Annual Meeting (On Thursday, December 18, 2025)
• 2025-11-18T00:00:00.000Z — Record date for Annual Meeting (Shareholders of record on this date can vote)
• 2025-12-27 — Fiscal year end (For which Rosenberg Rich Baker Berman, P.A. is being ratified as auditor)

Key Players & Entities

• TOFUTTI BRANDS INC. (company) — Registrant for DEF 14A filing
• Steven Kass (person) — Chief Executive Officer and Secretary
• Theresa Quinn (person) — Individual named on proxy card to vote shares
• Rosenberg Rich Baker Berman, P.A. (company) — Independent registered public accounting firm
• David Mintz (person) — Deceased former CEO and Chairman, whose estate controls 51.0% of shares
• Joseph N. Himy (person) — Director and former Audit Committee member
• Scott Korman (person) — Director, Audit Committee member, and audit committee financial expert
• Efraim Mintz (person) — Director and Audit Committee member
• Franklyn Snitow (person) — Director and Audit Committee member
• Equiniti Trust Company (company) — Transfer agent for TOFB

FAQ

Industry Context

Tofutti Brands Inc. operates in the plant-based food industry, a sector experiencing significant growth driven by increasing consumer demand for dairy alternatives and health-conscious products. The market is competitive, with established players and new entrants continually innovating product offerings. Key trends include the development of novel ingredients, improved taste and texture profiles, and expansion into new distribution channels.

Regulatory Implications

As a publicly traded company, Tofutti Brands Inc. is subject to SEC regulations governing proxy solicitations and shareholder meetings, ensuring transparency and fair voting processes. The company must adhere to accounting standards for financial reporting and auditor independence requirements. Any misstatements or non-compliance could lead to regulatory scrutiny and penalties.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote your shares.
3. Consider the implications of the Estate of David Mintz's 51.0% ownership.
4. Note the attendance issues of director Franklyn Snitow.

Key Dates

• 2025-12-18: Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, frequency of Say on Pay votes, and auditor ratification.
• 2025-11-18: Record Date for Annual Meeting — Establishes which shareholders are entitled to vote at the Annual Meeting.
• 2025-11-20: Mailing of Proxy Materials — Shareholders will begin receiving the proxy statement, proxy card, and annual report.
• 2025-12-27: Fiscal Year End — The period for which the independent registered public accounting firm is being ratified.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director nominations, executive compensation, and auditor ratification. (This document is the primary source of information for the upcoming shareholder meeting and outlines the key proposals.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document is the core of the filing, detailing the agenda for the annual meeting and providing background information for shareholder decisions.)

Say on Pay Vote

A non-binding advisory vote by shareholders on the compensation of the company's named executive officers. (Shareholders will have the opportunity to express their advisory opinion on the executive compensation package.)

Say When on Pay Vote

A non-binding advisory vote by shareholders to determine the frequency (e.g., every year, every two years, every three years) of future 'Say on Pay' votes. (Shareholders will decide how often they wish to vote on executive compensation.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders are being asked to ratify the selection of Rosenberg Rich Baker Berman, P.A. as the company's auditor for the upcoming fiscal year.)

Shareholder of Record

A shareholder whose name is registered on the company's books as the owner of shares on a specific date (the record date). (Only shareholders of record as of November 18, 2025, are entitled to vote at the annual meeting.)

Street Name

Shares held in an account at a brokerage firm, bank, or other financial institution on behalf of the beneficial owner. (Beneficial owners holding shares in street name must follow their broker's instructions to vote.)

Quorum

The minimum number of shares that must be represented at a shareholder meeting, either in person or by proxy, for business to be legally transacted. (A majority of outstanding shares must be represented to hold the annual meeting and conduct business.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided text does not contain comparative financial data or specific details from a prior year's filing. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks cannot be made based solely on this document. The focus is on the upcoming meeting's agenda and governance structure.

Key Financial Figures

• $0.01 — 6 shares of our common stock, par value $0.01 per share, were issued and outstanding.

Filing Documents

• formdef14a.htm (DEF 14A) — 199KB
• 0001493152-25-024100.txt ( ) — 201KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to ss. 240.14a-12 TOFUTTI BRANDS INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): Fee not required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials: Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TOFUTTI BRANDS INC. 105 Newfield Ave, Suite H Edison, New Jersey 08837 Telephone: (908) 272-2400 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS November 18, 2025 To Our Shareholders: On behalf of the Board of Directors, I cordially invite you to attend the 2025 Annual Meeting of the Shareholders of Tofutti Brands Inc. The Annual Meeting will be held at 10:00 a.m. on Thursday, December 18, 2025, at the Homewood Suites, 2 Jackson Drive, Cranford, New Jersey 07016. The Homewood Suites is located off Exit 136 of the Garden State Parkway (telephone no. 908-709-1980). The matters expected to be acted upon at the Annual Meeting are: 1. To elect four directors to the Board of Directors for the ensuing year; 2. To approve, by non-binding advisory vote, the resolution approving named executive officer compensation (“Say on Pay Vote”); 3. To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (“Say When on Pay Vote”); 4. To ratify the selection of Rosenberg Rich Baker Berman, P.A. as our independent registered public accounting firm for the fiscal year ending December 27, 2025; and 5. To act upon any other matters that may properly be brought before the Annual Meeting and any adjournment thereof. Shareholders of record at the close of business on November 18, 2025, the record date for the Annual Meeting, will be entitled to notice of, and to vote at, the meeting or any adjournment thereof. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON DECEMBER 18, 2025 : This Proxy Statement, the proxy card and our 2024 annual report are available at www.astproxyportal.com/ast/06247 Your vote is important . Whether or not you plan to attend the meeting, we urge you to vote your shares at your earliest convenience. This will help ensure the presence of a quorum at the meeting. Promptly voting your shares by signing, dating, and returning the enclosed proxy card will save us the expense and extra work of additional solicitation. A pre-addressed envelope for which no postage is required if mailed in the United States is enclosed. Voting your shares now will not prevent you from attending or voting your shares at the meeting if you desire to do so. By order of the Board of Directors, /s/ Steven Kass Steven Kass Chief Executive Officer TOFUTTI BRANDS INC. 105 Newfield Ave, Suite H Edison, New Jersey 08837 PROXY This Proxy Statement is furnished to shareholders of Tofutti Brands Inc. (the “Company,” “Tofutti” or “we,” “our,” or “us”), in connection with the Annual Meeting of Shareholders to be held at 10:00 a.m. on Thursday, December 18, 2025 at the Homewood Suites, 2 Jackson Drive, Cranford, New Jersey 07016, and at any adjournment thereof. The Homewood Suites is located off Exit 136 of the Garden State Parkway (telephone no. 908-709-1980). The Board of Directors is soliciting proxies to be voted at the Annual Meeting. This Proxy Statement and Notice of Annual Meeting, the proxy card and our Annual Report to Shareholders are expected to be mailed to shareholders beginning on or about November 20, 2025. VOTING INFORMATION Who can

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