John B Sanfilippo & Son (JBSS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 30, 2024, via live audio webcast; record date is September 3, 2024.

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

• Proxy materials available online; voting instructions provided for both record and beneficial owners.

Voting matters and shareholder proposals

• Election of 10 directors: 3 by Common Stock holders, 7 by Class A Stock holders.

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

• Advisory vote on executive compensation (Say-on-Pay).

• Amendment to Restated Certificate to limit officer liability as permitted by Delaware law.

• Board recommends FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 directors with diverse backgrounds; 40% female, one from an underrepresented group.

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

• Lead Independent Director role established; regular executive sessions held.

• Enhanced governance in 2024–2025: new Code of Conduct, director education, board evaluations, and improved shareholder outreach.

• Controlled company status under Nasdaq rules, but maintains independent oversight on key committees.