senea20180730_8k.htm

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): July 30, 2018 (July 27, 2018)

 

 

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

New York

(State or Other Jurisdiction of

Incorporation)

0-01989

(Commission File Number)

16-0733425

(IRS Employer Identification No.)

 

3736 South Main Street, Marion, New York 14505-9751

(Address of Principal Executive Offices, including zip code)

 

(315) 926-8100

(Registrant's telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

○

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

 
 

 

Item 5.07                      Submission of Matters to a Vote of Security Holders

 

On July 27, 2018, the Company held its Annual Meeting of Shareholders.  As of the record date established in connection with the Annual Meeting, the following shares of voting stock were issued and outstanding: (i) 7,860,081 shares of Class A common stock, $0.25 par value per share (“Class A Common Stock”); (ii) 1,884,391 shares of Class B common stock, $0.25 par value per share (“Class B Common Stock”); (iii) 200,000 shares of Six Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share (“6% Preferred Stock”); (iv) 407,240 shares of 10% Cumulative Convertible Voting Preferred Stock - Series A, $0.25 stated value per share (“10% Series A Preferred Stock”); and (v) 400,000 shares of 10% Cumulative Convertible Voting Preferred Stock - Series B, $0.25 stated value per share (“10% Series B Preferred Stock”).  Each share of Class B Common Stock, 10% Series A Preferred Stock, and 10% Series B Preferred Stock was entitled to one vote on each item submitted for consideration.  Each share of Class A Common Stock was entitled to one-twentieth (1/20) of one vote on each item submitted for consideration.  Each share of 6% Preferred Stock was entitled to one vote, but only with respect to the election of directors.

 

The following is a summary of the voting at the Annual Meeting:

 

Election of Directors:

At the Annual Meeting, Kraig H. Kayser, Thomas Paulson and Keith A. Woodward were elected directors of the Company, each to serve until the 2021 Annual Meeting.

 

Name

 

For

 

 

Withhold

Authority

 

 

Broker

Non-Votes

 

Kraig H. Kayser

 

 

2,693,621

 

 

 

12,545

 

 

 

88

 

Thomas Paulson

 

 

2,674,760

 

 

 

31,406

 

 

 

88

 

Keith A. Woodward

 

 

2,696,563

 

 

 

9,603

 

 

 

88

 

 

The Board of Directors is divided into three classes having staggered terms of three years each.  The terms of office of Peter R. Call, Samuel T. Hubbard, Jr. and Arthur S. Wolcott expire in 2020 and the terms of office of John P. Gaylord, Susan A. Henry and Susan W. Stuart expire in 2019.

 

Ratification of Independent Registered Public Accounting Firm:

 

At the Annual Meeting, the shareholders voted to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2019.

 

For

Against

Abstentions

2,541,115

7,079

818

 

 

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.

 

Date:           July 30, 2018

 

SENECA FOODS CORPORATION

 

 

By: /s/Jeffrey Van Riper                                                           

Jeffrey L. Van Riper

Vice President and Controller