John B Sanfilippo & Son (JBSS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 30, 2024, via live webcast, with prior registration required to participate and vote electronically.

• Four main proposals: election of directors, ratification of auditor, advisory vote on executive compensation, and amendment to limit officer liability.

• Record date for voting is September 3, 2024; proxy materials available online and by mail.

Voting matters and shareholder proposals

• Election of ten directors: three by Common Stock holders, seven by Class A Stock holders.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation, with prior support of 98.6% in 2023.

• Proposal to amend the certificate of incorporation to limit officer liability as permitted by Delaware law.

• Board recommends a FOR vote on all proposals.

Board of directors and corporate governance

• Board includes a mix of independent and family-affiliated directors; 40% female, one from an underrepresented group.

• Committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Lead Independent Director role established; regular executive sessions held without management.

• Enhanced governance in 2024–2025: new policies on AI, human rights, contract management, and environment; new Code of Conduct for directors; increased director education and evaluation.

• Controlled company status under Nasdaq rules, but key committees remain independent.