JBSS say-on-pay approved; auditor ratified, directors elected

Rhea-AI Filing Summary

John B. Sanfilippo & Son, Inc. (JBSS) reported the results of its Annual Meeting. Shareholders elected all director nominees, with Common Stock holders electing Pamela Forbes Lieberman, Mercedes Romero, and Ellen C. Taaffe, and Class A Common Stock holders electing seven Sanfilippo family and Valentine nominees.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor with 34,264,154 votes for, 61,631 against, and 5,409 abstentions. The advisory vote on executive compensation passed with 33,058,719 votes for, 599,540 against, 8,632 abstentions, and 664,303 broker non-votes.

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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, 2025 (October 29, 2025)

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 29, 2025, the Registrant held its 2025 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			4,386,997				3,305,634				664,303
Mercedes Romero			3,738,063				3,954,568				664,303
Ellen C. Taaffe			4,311,361				3,381,270				664,303
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 2026 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			34,264,154				61,631				5,409				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			33,058,719				599,540				8,632				664,303

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, 2025	By:	/s/ Frank S. Pellegrino
			Frank S. Pellegrino Chief Financial Officer, Executive Vice President, Finance and Administration

FAQ

What did JBSS (NASDAQ: JBSS) announce from its Annual Meeting?

Shareholders elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, and approved the advisory vote on executive compensation.

How did JBSS shareholders vote on the auditor ratification?

PricewaterhouseCoopers LLP was ratified with 34,264,154 votes for, 61,631 against, and 5,409 abstentions; there were no broker non-votes.

What were the results of JBSS’s say-on-pay vote?

The advisory vote on executive compensation passed with 33,058,719 for, 599,540 against, 8,632 abstentions, and 664,303 broker non-votes.

Were JBSS director nominees elected?

Yes. Common Stock holders elected three nominees, and Class A Common Stock holders elected seven nominees.

Which exchange lists JBSS common stock?

JBSS common stock is listed on The Nasdaq Stock Market LLC under the symbol JBSS.

How did Class A Common Stock holders vote on directors?

Each Class A nominee received 2,597,426 votes for, with no withholds or broker non-votes.