J & J Snack Foods (JJSF) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 12, 2025, with shareholders voting on director election, auditor ratification, and executive compensation approval.

• Shareholders of record as of December 17, 2024, are eligible to vote, with materials available online and by request.

• The company emphasizes corporate social responsibility, focusing on environmental stewardship, sustainable sourcing, and community engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing Kathleen E. Ciaramello as director (term ending 2030), ratifying Grant Thornton LLP as auditor for FY2025, and an advisory say-on-pay for executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between September 5 and October 5, 2025.

Board of directors and corporate governance

• The board consists of eight members, with Ciaramello nominated to replace retiring founder Gerald B. Shreiber.

• Five directors are independent per Nasdaq rules; Ciaramello will also be independent if elected.

• Board committees (Audit, Compensation, Nominating) are composed entirely of independent directors.

• Board diversity is emphasized, with a matrix provided and guidelines requiring consideration of diversity in nominations.

• Directors must meet stock ownership guidelines within three years of election.