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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
March
25, 2026
BRIDGFORD
FOODS CORPORATION
(Exact
name of registrant as specified in its charter)
| California |
|
000-02396 |
|
95-1778176 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 1707
S. Good-Latimer Expressway, Dallas, Texas |
|
75226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (214) 428-1535
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on which Registered |
| Common
Stock |
|
BRID |
|
Nasdaq
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders
On
Wednesday, March 25, 2026, Bridgford Foods Corporation (the “Company”) held its annual meeting of shareholders (the “Annual
Meeting”), as a virtual meeting online via live audio and video webcast at which the matters set forth below were submitted to
a vote of the shareholders. The votes presented in this Form 8-K differ, although not materially, from those presented during the meeting
as the data herein represents the final totals. Shareholders representing 8,677,794, or 95.6%, of the 9,076,832 shares outstanding on
the record date (February 6, 2026) and entitled to vote were present virtually or represented by proxy at the Annual Meeting. Proxies
for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. At the Annual Meeting, management proposals
1 and 2 were approved and shareholder proposal 3 was not approved. The proposals below are described in detail in the Company’s
definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 20, 2026.
The
results are as follows:
Proposal
1
The
following persons were nominated and elected directors to serve for a one-year term expiring at the annual meeting of shareholders in
2026 and until their respective successors are elected and duly qualified, or until their earlier death, resignation or removal:
| William
L. Bridgford |
|
Allan
Bridgford Sr. |
|
Todd
C. Andrews |
|
Raymond
F. Lancy |
| |
|
Mary
Schott |
|
D.
Gregory Scott |
|
John
V. Simmons |
The
following sets forth the results of voting with respect to each director nominee:
| Director | |
Votes For | | |
Votes Withheld | | |
Broker
Non-Votes | |
| William L. Bridgford | |
| 7,465,366 | | |
| 484,325 | | |
| 728,103 | |
| Allan Bridgford Sr. | |
| 7,460,214 | | |
| 489,477 | | |
| 728,103 | |
| Todd C. Andrews | |
| 7,660,722 | | |
| 288,969 | | |
| 728,103 | |
| Raymond F. Lancy | |
| 7,467,019 | | |
| 482,672 | | |
| 728,103 | |
| Mary Schott | |
| 7,666,921 | | |
| 282,770 | | |
| 728,103 | |
| D. Gregory Scott | |
| 7,665,739 | | |
| 283,952 | | |
| 728,103 | |
| John V. Simmons | |
| 7,467,019 | | |
| 482,672 | | |
| 728,103 | |
Proposal
2
The
following sets forth the results of voting with respect to the appointment of Baker Tilly US, LLP as the independent registered public
accounting firm for the Company for the fiscal year ending on October 31, 2025:
| For |
|
Against |
|
Abstained |
|
Broker
Non-Vote |
| 8,610,923 |
|
43,733 |
|
23,138 |
|
— |
Proposal
3
The
management proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, as described in
the proxy materials was approved. The results of shareholder voting were as follows:
| For |
|
Against |
|
Abstained |
|
Broker
Non-Vote |
| 7,902,348 |
|
46,136 |
|
1,207 |
|
728,103 |
No
other matters were presented for consideration or shareholder action at the Annual Meeting.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BRIDGFORD
FOODS CORPORATION |
| |
|
| March
27, 2026 |
By: |
/s/
Cindy Matthews-Morales |
| |
|
Cindy
Matthews-Morales |
| |
|
Chief
Financial Officer and Secretary |
| |
|
(Principal
Financial Officer) |
