8-K

JOHN B. SANFILIPPO & SON, INC.

(Registrant)

Date: November 4, 2022

/s/ Frank S. Pellegrino

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President,

Finance and Administration

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): November 4, 2022 (November 3, 2022)

JOHN B. SANFILIPPO & SON, INC.

(Exact name of Registrant as specified in its charter)

Delaware

0-19681

36-2419677

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1703 North Randall Road, Elgin, Illinois 60123-7820

(Address of principal executive offices) (Zip Code)

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 (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))

Securities registered pursuant to Section 12 (b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	JBSS	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

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. ☐

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

(a)	On November 3, 2022, John B. Sanfilippo & Son, Inc. (the “Registrant”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).

(b)	The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) The following directors were elected at the Annual Meeting and the voting for each director was as follows (with Common Stock and Class A Common Stock stockholders voting separately):


Nominee	For		Withhold		Broker Non-Votes
Common Stock Directors and Voting Results:

Pamela Forbes Lieberman		6,535,340		882,533		682,995
Mercedes Romero		6,549,800		868,073		682,995
Ellen C. Taaffe		5,662,308		1,755,565		682,995

Class A Common Stock Directors and Voting Results:

James J. Sanfilippo		2,597,426		0		0
Jasper B. Sanfilippo, Jr.		2,597,426		0		0
Jeffrey T. Sanfilippo		2,597,426		0		0
John E. Sanfilippo		2,597,426		0		0
Lisa A. Sanfilippo		2,597,426		0		0
James A. Valentine		2,597,426		0		0
Michael J. Valentine		2,597,426		0		0

(ii) The Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the 2023 fiscal year was ratified by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Votes
PricewaterhouseCoopers LLP		33,890,315		179,004		5,809		0

(iii) The advisory vote on executive compensation was approved by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Votes
Advisory vote on executive compensation		33,106,548		276,229		9,356		682,995

ITEM 8.01 Other Events.

On November 3, 2022, Ellen C. Taaffe was elected as lead independent director of the Registrant for a term of 2 years. The lead independent director will have the roles and responsibilities as set forth in the Registrant’s Corporate Governance Guidelines.

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.

John B. Sanfilippo & Son Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events