Shareholder Vote · Reg FD Disclosure

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): August 9, 2023   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.)   350 WillowBrook Office Park , Fairport , NY 14450 (Address of principal executive offices, including zip code)   ( 585 ) 495-4100 (Registrant's telephone number, including area code)   Not Applicable (Former name or former address, if changed since last report)   Securities registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock Class A, $0.25 Par SENEA NASDAQ Global Select Market Common Stock Class B, $0.25 Par SENEB NASDAQ Global Select Market   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 (§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   On August 9, 2023, Seneca Foods Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (“Annual Meeting”). As of the record date established in connection with the Annual Meeting, the following shares of voting stock were issued and outstanding:   Voting Stock   Shares Outstanding   Votes/Share Class A Common Stock     5,884,855   0.05:1 Class B Common Stock     1,708,781   1:1 10% Cumulative Convertible Voting Preferred Stock - Series A     407,240   1:1 10% Cumulative Convertible Voting Preferred Stock - Series B     400,000   1:1 6% Cumulative Voting Preferred Stock*     200,000   1:1   *Votes on 6% Cumulative Preferred Stock can only be cast with respect to the elections of directors   The proposals voted upon at the Annual Meeting and the results are set forth below.   Proposal 1: Election of Directors   At the Annual Meeting, Peter R. Call, Kraig H. Kayser and Bruce E. Ware were elected directors of the Company. Mr. Call, Mr. Kayser, and Mr. Ware will each serve until the 2026 Annual Meeting of Shareholders and until each of their successors is duly elected and shall qualify.               Withold       Nominee   For     Authority       Peter R. Call     2,255,407       284,140       Kraig H. Kayser     2,507,741       31,806       Bruce E. Ware     2,314,669       224,878         Proposal 2: Non-binding advisory vote to approve executive compensation   For     Against     Abstain     2,323,797       9,680       6,071       Proposal 3: Non-binding advisory vote on the frequency of future advisory votes to approve executive compensation     One Year   Two Years   Three Years   Abstain 504,739   49,706   1,717,081   41,416   A majority of the votes cast were in favor of holding a non-binding, advisory vote to approve executive compensation every three years. Based on this result, and as recommended by the Company's Board of Directors, the Company has determined that an advisory vote on executive compensation will be submitted to stockholders every three years until (a) the next required advisory vote on the frequency of stockholder votes on executive compensation or (b) the Board of Directors otherwise determines that a different frequency of such say-on-pay votes is in the best interests of the Company.   Item 7.01           Regulation FD Disclosure   As of August 9, 2023, the Company’s Board of Directors approved an amendment to the Company’s stock repurchase program, which increased the maximum number of shares to be repurchased under the program up to 2,500,000 shares of the Company's Class A and/or Class B Common Stock, including the shares of convertible participating preferred stock. As of August 9, 2023, 1,050,661 shares may yet to be purchased under the program.   Item 9.01           Financial Statements and Exhibits.   (d)          Exhibits   Exhibit 104         Cover Page Interactive Data File (embedded within Inline XBRL document)          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.   Date:         August 14, 2023   SENECA FOODS CORPORATION                     By: /s/ Michael S. Wolcott       Michael S. Wolcott       Chief Financial Officer