BRIDGFORD FOODS CORPORATION (NASDAQ:BRID) Files An 8-K Submission of Matters to a Vote of Security Holders

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BRIDGFORD FOODS CORPORATION (NASDAQ:BRID) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders (the “Annual Meeting”) on Wednesday, July 12, 2017 at the offices of Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California at 10:00 am. Shareholders representing 8,197,654 shares or 90.3% of the 9,076,832 shares entitled to vote as of the record date were present in person or by proxy. Proxies for the meeting were solicited to Regulation 14A of the Securities Exchange Act of 1934. At the Annual Meeting, management Proposals 1, 2, 3, 4 and 5 were approved. Proposals below are described in detail in the Company’s definitive proxy statement dated June 23, 2017 for the Annual Meeting, which the Company filed with the Securities and Exchange Commission on June 21, 2017 (the “Proxy Statement”).

The results are as follows:

Proposal 1

Votes cast for approval of the Company’s amended and restated bylaws were as follows:

For Against Abstained Broker Non-Vote
7,531,504 278,121 387,508

Proposal 2

The following persons were nominated and elected directors until the next annual meeting of shareholders or until their respective successors are duly elected and qualified:

William L. Bridgford Allan Bridgford Jr. Bruce H. Bridgford John V. Simmons Keith A. Ross
Todd C. Andrews D. Gregory Scott Raymond F. Lancy Paul R. Zippwald

The shareholder voting for board members is summarized as follows:

Director Votes For Votes Withheld Broker Non-Vote
William L. Bridgford 7,516,396 293,750 387,508
Allan Bridgford Jr. 7,516,396 293,750 387,508
Bruce H. Bridgford 7,516,396 293,750 387,508
John V. Simmons 7,516,396 293,750 387,508
Todd C. Andrews 7,809,108 1,038 387,508
D. Gregory Scott 7,440,410 369,736 387,508
Raymond F. Lancy 7,428,144 382,002 387,508
Paul R. Zippwald 7,805,904 4,242 387,508
Keith A. Ross 7,537,434 272,712 387,508

Proposal 3

Votes cast for appointment of Squar Milner, LLP as the independent registered public accounting firm for the Company for the fiscal year ending on November 3, 2017 were as follows:

8,184,071 FOR

3,787 AGAINST

9,796 ABSTAINED

Proposal 4

The proposal to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company, as described in the proxy statement was approved. The results of shareholder voting were as follows:

For Against Abstained Broker Non-Vote
7,804,666 3,959 1,521 387,508

Proposal 5

The proposal to approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the named executive officers of the Company, was approved at 3 years. The results of shareholder voting were as follows:

3 Years 2 Years 1 Year Abstained Broker Non-Vote
7,532,551 6,323 269,126 2,146 387,508

Based on these results, the Company has decided to hold a shareholder advisory vote to approve executive compensation every 3 years, until the next shareholder advisory vote on the frequency of the shareholder advisory vote to approve executive compensation. A shareholder advisory vote on the frequency of shareholder advisory votes to approve executive compensation is required to be held at least once every six years.


About BRIDGFORD FOODS CORPORATION (NASDAQ:BRID)

Bridgford Foods Corporation is engaged in the manufacturing, marketing and distribution of a range of frozen and snack food products throughout the United States. The Company operates in two business segments, which include the processing and distribution of frozen products, and the processing and distribution of snack food products. The Company’s frozen food products segment serves both food service and retail customers. The Company, through its frozen food products segment, sells approximately 160 frozen food products through wholesalers, cooperatives and distributors to approximately 21,000 retail outlets and over 23,000 restaurants and institutions. The Company through snack food products segment sells approximately 90 different items through customer owned distribution centers and a direct store delivery network serving approximately 15,000 supermarkets, mass merchandise and convenience retail stores located in over 45 states.

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