SENEB Annual Meeting: Boor, Gaylord, Palmby Elected; Deloitte Ratified

Rhea-AI Filing Summary

On August 7, 2025, Seneca Foods Corporation held its 2025 Annual Meeting. At the record date the company had outstanding shares of Class A common: 5,319,447 (0.05 votes per share), Class B common: 1,562,195 (1 vote per share), 10% Cumulative Convertible Voting Preferred Series A: 407,240 (1 vote per share), Series B: 400,000 (1 vote per share), and 6% Cumulative Preferred: 200,000 (1 vote per share; voting only for director elections). Shareholders elected Kathryn J. Boor, John P. Gaylord, and Paul L. Palmby to terms running until the 2028 Annual Meeting, with recorded votes of 2,187,291, 2,185,155, and 2,311,307 respectively (tables also show authority and non-vote counts). Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026 by a vote of 2,380,835 for, 1,120 against, and 35 abstentions.

Positive

• Three directors elected to terms through 2028, restoring board composition
• Deloitte & Touche LLP ratified as independent auditor for fiscal year ending March 31, 2026 (vote: 2,380,835 for)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board continuity confirmed with three director elections; shareholder votes include recorded authority and non-vote tallies.

The Annual Meeting results show the reconstitution/confirmation of the board through election of Kathryn J. Boor, John P. Gaylord, and Paul L. Palmby to terms through 2028. The filing provides explicit vote totals and separate columns for authority and non-votes, and notes that 6% cumulative preferred shares vote only on director elections. These outcomes are governance matters that maintain board composition and voting records; they do not by themselves change corporate strategy or financial statements.

Financial Analyst

TL;DR: Auditor ratification completed; vote totals recorded for governance transparency but no direct financial impact disclosed.

Shareholders ratified Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026, with vote counts of 2,380,835 for, 1,120 against, and 35 abstentions. The filing lists outstanding share counts by class and vote weightings, which clarify voting power but include no operational or earnings data. These are routine, material governance disclosures that document shareholder approval and auditor appointment without financial metrics or transactions disclosed.

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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): August 7, 2025

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York (State or Other Jurisdiction of Incorporation) 0-01989 (Commission File Number) 16-0733425 (IRS Employer Identification No.)

350 WillowBrook Office Park, Fairport, NY 14450

(Address of principal executive offices, including zip code)

(585) 495-4100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Class A, $0.25 Par	SENEA	NASDAQ Global Select Market
Common Stock Class B, $0.25 Par	SENEB	NASDAQ Global Select Market

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 (see General Instruction A.2. below):

☐	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))

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 August 7, 2025, Seneca Foods Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (“Annual Meeting”). As of the record date established in connection with the Annual Meeting, the following shares of voting stock were issued and outstanding:

Voting Stock		Shares Outstanding			Votes/Share
Class A Common Stock			5,319,447		0.05:1
Class B Common Stock			1,562,195		1:1
10% Cumulative Convertible Voting Preferred Stock - Series A			407,240		1:1
10% Cumulative Convertible Voting Preferred Stock - Series B			400,000		1:1
6% Cumulative Voting Preferred Stock*			200,000		1:1

*Votes on 6% Cumulative Preferred Stock can only be cast with respect to the elections of directors

The proposals voted upon at the Annual Meeting and the results are set forth below.

Proposal 1: Election of Directors

At the Annual Meeting, Kathryn J. Boor, John P. Gaylord, and Paul L. Palmby were elected directors of the Company. Dr. Boor, Mr. Gaylord, and Mr. Palmby will each serve until the 2028 Annual Meeting of Shareholders and until each of their successors is duly elected and shall qualify.

						Withold				Broker
Nominee		For				Authority				Non-Votes
Kathryn J. Boor			2,187,291				129,062				265,637
John P. Gaylord			2,185,155				131,198				265,637
Paul L. Palmby			2,311,307				5,046				265,637

Proposal 2: Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.

For			Against				Abstain
2,380,835				1,120				35

Item 9.01         Financial Statements and Exhibits.

(d)          Exhibits

Exhibit 104         Cover Page Interactive Data File (embedded within Inline XBRL document) 

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.

Date:         August 12, 2025

	SENECA FOODS CORPORATION
	By:	/s/ Gregory R. Ide
		Gregory R. Ide
		Vice President and Corporate Controller

FAQ

What were the results of the Seneca Foods (SENEB) director elections?

Shareholders elected Kathryn J. Boor (2,187,291 votes), John P. Gaylord (2,185,155 votes), and Paul L. Palmby (2,311,307 votes) to terms through 2028.

Who was ratified as Seneca Foods' independent auditor (SENEB)?

Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026 with 2,380,835 for, 1,120 against, and 35 abstentions.

How many Seneca Foods shares were outstanding and what were the voting weights?

Outstanding shares: Class A common 5,319,447 (0.05 votes/share), Class B common 1,562,195 (1 vote/share), Series A preferred 407,240 (1 vote/share), Series B preferred 400,000 (1 vote/share), 6% cumulative preferred 200,000 (1 vote/share; votes only for director elections).

Were there non-votes or authority votes recorded in the director tallies?

Yes. The meeting tables show separate authority counts and non-votes (e.g., non-votes reported as 265,637 in the director tables).

When was Seneca Foods' 2025 Annual Meeting held?

The company held its 2025 Annual Meeting on August 7, 2025.