Bridgford Foods (BRID) Proxy filing summary

Executive summary

• Virtual annual meeting set for March 25, 2026; shareholders will vote on seven director nominees, Baker Tilly’s appointment, and an advisory say-on-pay proposal.

• The Board recommends voting FOR all three proposals; record date was February 6, 2026, with 9,076,832 common shares outstanding.

Voting matters and shareholder proposals

• Seven nominees face election to terms ending at the 2027 annual meeting; election requires a plurality, and shareholders may cumulate votes subject to advance notice at the meeting.

• Shareholder proposals for inclusion in 2027 proxy materials are due October 26, 2026; other proposals or nominations must be submitted November 25–December 25, 2026.

• Proposal 2 ratification and Proposal 3 say-on-pay each require a majority of shares present or represented and entitled to vote; abstentions count against both.

Board of directors and corporate governance

• Seven directors are nominated, with one Board vacancy following Keith A. Ross’s death; the Board has begun a search and plans to fill it when a suitable candidate is identified.

• Bridgford Industries Incorporated beneficially owns 78.8% of outstanding shares, qualifying the organization as a controlled company; the audit and compensation committees consist of independent directors.

• No CEO is appointed; a three-member Executive Committee has served in that capacity for over 20 years, while the Board oversees its risk-management function.

• The Board held 10 meetings in FY2025; every director attended at least 75% of applicable Board and committee meetings.