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): November 4, 2022 (November 3, 2022)

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)

(I.R.S. Employer

Identification Number)

1703 North Randall Road, Elgin, Illinois60123-7820

(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 (seeGeneral 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))

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

Title of Each Class

Trading
Symbol

Name of Each Exchange

on Which Registered

Common Stock, $.01 par value per share JBSS The NASDAQ Stock Market LLC
(NASDAQ Global Select 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.

(a)

On November 3, 2022, John B. Sanfilippo & Son, Inc. (the "Registrant") held its 2022 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

6,535,340 882,533 682,995

Mercedes Romero

6,549,800 868,073 682,995

Ellen C. Taaffe

5,662,308 1,755,565 682,995

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 2023 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

33,890,315 179,004 5,809 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

33,106,548 276,229 9,356 682,995

ITEM 8.01 Other Events.

On November 3, 2022, Ellen C. Taaffe was elected as lead independent director of the Registrant for a term of 2 years. The lead independent director will have the roles and responsibilities as set forth in the Registrant's Corporate Governance Guidelines.

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.

(Registrant)

Date: November 4, 2022 By:

/s/ Frank S. Pellegrino

Name:

Frank S. Pellegrino

Chief Financial Officer, Executive Vice President,

Finance and Administration

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John B. Sanfilippo & Son Inc. published this content on 04 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2022 20:12:48 UTC.