8-K

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 10, 2022

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 10, 2022, Seneca Foods Corporation (the “Company”) held its 2022 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		6,452,343	0.05:1
Class B Common Stock		1,707,249	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 matters 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, Paul L. Palmby, and Kraig H. Kayser were elected directors of the Company. Ms. Boor, Mr. Gaylord, and Mr. Palmby will each serve until the 2025 Annual Meeting of Shareholders, Mr. Kayser will serve until the 2023 Annual Meeting of Shareholders, and all until each of their successors is duly elected and shall qualify.

			Withold		Broker
Nominee	For		Authority		Non-Votes
Kathryn J. Boor		2,416,605		156,127		380,933
John P. Gaylord		2,559,606		13,125		380,933
Paul L. Palmby		2,559,519		13,212		380,933
Kraig H. Kayser		2,549,550		23,182		380,933

Proposal 2: Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the shareholders voted to ratify the appointment of Plante Moran, P.C. as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

For	Against		Abstain
2,783,151		664		294

Item 7.01         Regulation FD Disclosure

As of August 10, 2022, the Company’s Board of Directors approved an amendment to the Company’s stock repurchase program, which increased the maximum number of shares to be repurchased under the program up to 2,000,000 shares of the Company's Class A and/or Class B Common Stock, including the shares of convertible participating preferred stock. As of August 10, 2022, 916,534 shares may yet to be purchased under the program.

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, 2022

SENECA FOODS CORPORATION
By:	/s/ Timothy J. Benjamin
	Timothy J. Benjamin
	Chief Financial Officer

XML

Document And Entity Information	Aug. 10, 2022
Document Information [Line Items]
Entity, Registrant Name	SENECA FOODS CORPORATION
Document, Type	8-K
Document, Period End Date	Aug. 10, 2022
Entity, Incorporation, State or Country Code	NY
Entity, File Number	0-01989
Entity, Tax Identification Number	16-0733425
Entity, Address, Address Line One	350 WillowBrook Office Park
Entity, Address, City or Town	Fairport
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	14450
City Area Code	585
Local Phone Number	495-4100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000088948
CommonStockClassA Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock Class A
Trading Symbol	SENEA
Security Exchange Name	NASDAQ
CommonStockClassB Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock Class B
Trading Symbol	SENEB
Security Exchange Name	NASDAQ