Shareholder Vote

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)   September 26, 2023   BRIDGFORD FOODS CORPORATION (Exact name of registrant as specified in its charter)   California   000-02396   95-1778176 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1308 N. Patt Street , Anaheim , CA   92801 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: (714) 526-5533   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:   ☐ 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(s)   Name of Each Exchange on which Registered Common Stock   BRID   Nasdaq Global 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   The Company held its annual meeting of shareholders on Tuesday, September 26, 2023, as a virtual meeting online via live audio webcast at which the matters set forth below were submitted to a vote of stockholders. Shareholders representing 8,678,008, or 95.6%, of the 9,076,832 shares entitled to vote were voted virtually or by proxy. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. At the Annual Meeting, management Proposals 1, 2, 3 and 4 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated September 1, 2023, for the Annual Meeting.   The results are as follows:   Proposal 1   The following persons were nominated and elected directors to serve for a one-year term expiring at the annual meeting of shareholders in 2023:     William L. Bridgford   Allan Bridgford Sr.   Todd C. Andrews   Raymond F. Lancy       Keith A. Ross   Mary Schott   D. Gregory Scott   John V. Simmons       The shareholder voting for board members is summarized as follows:   Director   Votes For     Votes Withheld     Broker Non-Votes   William L. Bridgford     7,321,914       364,570       991,524   Allan Bridgford Sr.     7,300,548       385,936       991,524   Todd C. Andrews     7,504,770       181,714       991,524   Raymond F. Lancy     7,319,163       367,321       991,524   Keith A. Ross     7,315,685       370,799       991,524   Mary Schott     7,528,171       158,313       991,524   D. Gregory Scott     7,524,243       162,241       991,524   John V. Simmons     7,323,584       362,900       991,524     Proposal 2   Votes cast for appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the Company for the fiscal year ending November 3, 2023, were as follows:   8,662,613 FOR 6,240 AGAINST 9,155 ABSTAINED   Proposal 3   The management proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, as described in the proxy materials was approved. The results of shareholder voting were as follows:   For   Against     Abstained     Broker Non-Vote   7,642,246     31,575       12,663       991,524     Proposal 4   The management proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of named executive officers of the Company, as described in the proxy materials was approved at 3 years. The results of shareholder voting were as follows:   3 Years   2 Years     1 Year     Abstained   7,368,352     15,246       293,018       9,868           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.     BRIDGFORD FOODS CORPORATION     September 27, 2023 By: /s/ Cindy Matthews-Morales     Cindy Matthews-Morales     Principal Financial Officer