John B Sanfilippo & Son (JBSS) Proxy filing summary

Executive summary

• Board urges a vote FOR Pamela Forbes Lieberman, Mercedes Romero, and Ellen C. Taaffe, disputing ISS’s withhold recommendation based on the dual-class stock structure.

Voting matters and shareholder proposals

• Proposal 1 seeks election of the three independent director nominees; the Board unanimously recommends FOR all three.

• ISS recommended withholding votes from the nominees because of its policy on dual-class stock structures, rather than citing specific governance failures or nominee performance concerns.

• Romero received 48.6% support at the 2025 annual meeting; during FY2026, outreach covered holders representing ~49% of outstanding common stock, including ~11 of the 20 largest holders.

• Outreach continued ahead of the 2026 meeting; contacted stockholders had not raised concerns about Romero or the other nominees.

Board of directors and corporate governance

• Although classified as a controlled company under Nasdaq rules and exempt from independent nominating and compensation committees, independent directors serve on key committees.

• Independent directors meet in executive session without management; committee chairs facilitate discussions, and a Lead Independent Director is provided when the Board elects a non-independent chair.

• The Board says the nominees bring a combination of skills, leadership, experience, and diversity, and argues ISS’s approach could cause director turnover and weaken governance.