John B. Sanfilippo & Son elects 10 directors

The auditor ratification received 34,316,258 votes in favor, while the executive-compensation advisory measure received 33,469,868.

Available on EDGAR 10/30/2026 - 09:31 AM EDT Accepted by SEC EDGAR 10/30/2026 - 09:31 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

John B. Sanfilippo & Son, Inc. shareholders elected Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe as Common Stock directors, and James J. Sanfilippo, Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, John E. Sanfilippo, Lisa A. Sanfilippo, James A. Valentine and Michael J. Valentine as Class A Common Stock directors. The two stock classes voted separately on director elections.

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2027 and approved the advisory vote on executive compensation. Common Stock and Class A Common Stock holders voted together on both matters.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 34,316,258 votes Auditor ratification votes against: 125,478 votes Executive-compensation advisory vote for: 33,469,868 votes +1 more

4 metrics

Auditor ratification votes for 34,316,258 votes Appointment of PricewaterhouseCoopers LLP for fiscal 2027

Auditor ratification votes against 125,478 votes Appointment of PricewaterhouseCoopers LLP for fiscal 2027

Executive-compensation advisory vote for 33,469,868 votes Advisory vote on executive compensation

Executive-compensation advisory vote against 252,658 votes Advisory vote on executive compensation

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory vote on executive compensation

3 terms

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"as the Registrant’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation regulatory

"The advisory vote on executive compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors were elected at JBSS’s annual meeting?

Three Common Stock directors and seven Class A Common Stock directors were elected. The Common Stock directors were Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe. The Class A Common Stock directors were James J. Sanfilippo, Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, John E. Sanfilippo, Lisa A. Sanfilippo, James A. Valentine and Michael J. Valentine.

How did JBSS shareholders vote on the auditor and executive compensation?

Shareholders ratified PricewaterhouseCoopers LLP for fiscal 2027 and approved the advisory executive-compensation vote. The auditor ratification received 34,316,258 votes for, 125,478 against and 2,873 abstentions. The compensation measure received 33,469,868 votes for, 252,658 against and 7,079 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 30, 2026 (October 28, 2026)

     

JOHN B. SANFILIPPO & SON, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-19681	36-2419677
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1703 N. RANDALL ROAD
Elgin, Illinois		60123-7820
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (847) 289-1800

     

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, $.01 par value per share	JBSS	The Nasdaq Stock Market LLC

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.


(a)	On October 28, 2026, the Registrant held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).


(b)	The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) The following directors were elected at the Annual Meeting and the voting for each director was as follows (with Common Stock and Class A Common Stock stockholders voting separately):


Nominee	For		Withhold		Broker Non-Votes
Common Stock Directors and Voting Results:
Pamela Forbes Lieberman		4,432,277		3,323,068		715,004
Mercedes Romero		3,058,394		4,696,951		715,004
Ellen C. Taaffe		3,845,112		3,910,233		715,004

Class A Common Stock Directors and Voting Results:
James J. Sanfilippo		2,597,426		0		0
Jasper B. Sanfilippo, Jr.		2,597,426		0		0
Jeffrey T. Sanfilippo		2,597,426		0		0
John E. Sanfilippo		2,597,426		0		0
Lisa A. Sanfilippo		2,597,426		0		0
James A. Valentine		2,597,426		0		0
Michael J. Valentine		2,597,426		0		0

(ii) The Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the 2027 fiscal year was ratified by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Votes
PricewaterhouseCoopers LLP		34,316,258		125,478		2,873		0

(iii) The advisory vote on executive compensation was approved by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Votes
Advisory vote on executive compensation		33,469,868		252,658		7,079		715,004

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.


			JOHN B. SANFILIPPO & SON, INC.

Date:	October 30, 2026	By:	/s/ Frank S. Pellegrino
			Frank S. Pellegrino President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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