What changed in this filing

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Item 9A. Controls and Procedures

2024-01-29 compared with 2023-01-26 · 363 added, 1319 removed, 732 unchanged (70% of the section changed)

1 unchanged sentence

of disclosure controls and procedures

controls and procedures are designed to help ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and forms, and that such information

is collected and communicated to our management, including our Chairman of the Board and Chief Financial Officer, as appropriate to allow

timely decisions regarding required disclosure.

management, with the participation and under the supervision of our Chairman of the Board and Chief Financial Officer, has evaluated

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Based on this evaluation, the Chairman of the Board and Chief Financial Officer have concluded that our disclosure controls

and procedures were not effective as of the end of the period covered by this Report due to the material weakness in our internal control

over financial reporting related to the Company’s failure to timely report to accounting a change in lease terms from a month-to-month

lease to a five-year term lease.

Management has implemented remediation steps to improve our internal control over financial reporting

and believes the issue has been remediated as of the date of this Report.

and procedures were effective as of the end of the period covered by this Report.

management, including our Chairman of the Board and Chief Financial Officer, does not expect that our disclosure controls and internal

34 unchanged sentences

with Audit Committees Concerning Independence”.

in Internal Control over Financial Reports

has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

of previously reported material weakness

reported in the Company’s Form 10-K for year ended October 28, 2022, management previously identified a material weakness in internal

control over financial reporting due to the failure to timely report to accounting a change in lease terms from a month-to-month lease

to a five-year term lease.

A material weakness (within the meaning of PCAOB Auditing Standard No.

5) is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness warranted the

attention of the Audit Committee and those charged with governance.

implemented a remediation plan with steps that improved our internal control over financial reporting, including modifying the design

of the related internal controls to include verbal communication with plant managers on a quarterly basis, and expanding notification

to Operating Committee members which include key plant managers for feedback on any additional information on new contractual arrangements

for revenue, leases or other types of agreements impacting accounting.

In the case of the lease misstatement, we believe the failure

to notify management was a one-time oversight and not indicative of a pattern or continuing weakness in the proper functioning of the

Company’s management, under the oversight of the Audit Committee, executed the remediation steps discussed above and, as a result

determined that, as of November 3, 2023, such material weakness has been remediated.

Completion of remediation does not provide assurance

that our remediation or other controls will continue to operate properly or remain adequate.

The enhanced controls have operated for

a sufficient period of time and management has concluded, through testing, that the related controls are effective.

However, we cannot

be certain that other such material weaknesses and control deficiencies will not occur in the future.

If material weaknesses are identified

in the future, or we are not able to comply with requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner, our

reported financial results could be materially misstated or we could be subject to investigations or sanctions by regulatory authorities,

which would require additional financial and management resources and the value of our common stock could decline.

404 of the Sarbanes-Oxley Act of 2002

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functions in an effort to control the cost of maintaining our control systems.

Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by the President on July 21, 2010, permanently exempts small

public companies with less than $75 million in public float, such as the Company, from the requirement to obtain an external audit on

the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley Act.

As a result, an attestation

report on internal controls over financial reporting by an independent registered public accounting firm has not been presented.

404(a) is still effective for smaller public companies and requires the disclosure of management attestations on internal controls over

financial reporting.

Dodd-Frank Wall Street Reform and Consumer Protection Act permanently exempts smaller reporting companies with less than $75 million

in public float, such as the Company, from the requirement to obtain an external audit on the effectiveness of internal financial reporting

controls provided in Section 404(b) of the Sarbanes-Oxley Act.

As a result, an attestation report on internal controls over financial

reporting by an independent registered public accounting firm has not been presented.

Section 404(a) is still effective for smaller reporting

companies and requires the disclosure of management attestations on internal controls over financial reporting as set forth below.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f) under the Securities Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

Our management is also required to assess and report on the effectiveness of our internal control

over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Such control only provides reasonable assurance with respect

to the financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over

financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013) and related illustrative documents as an update to Internal

Control-Integrated Framework (1992).

Management determined that the 17 principles were present and functioning during its assessment

of the effectiveness of our internal controls.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

assessed the effectiveness of internal control over financial reporting as of October 28, 2022.

In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated

Framework (2013) and related illustrative documents as an update to Internal Control-Integrated Framework (1992).

Based on its assessment

and these criteria, management determined that we did not maintain effective internal control over financial reporting as of October

28, 2022 due to a material weakness in our internal control over financial reporting related to the failure to timely report to accounting

a change in lease terms from a month-to-month lease to a five-year term lease.

A material weakness (within the meaning of PCAOB Auditing

5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on

a timely basis.

The material weakness warranted the attention of the audit committee and those charged with governance.

has implemented remediation steps to improve our internal control over financial reporting, including modifying the design of the related

internal controls to include verbal communication with plant managers on a quarterly basis, and expanding notification to Operating Committee

members for feedback on any additional information on new contractual arrangements for revenue, leases or other types of agreements impacting

In the case of the lease misstatement, we believe the failure to notify management was a one-time oversight and not indicative

of a pattern or continuing weakness in the proper functioning of the controls.

We believe that the issue has been remediated as of the

date of this Report.

All misstatements were corrected and properly reported as of October 28, 2022.

has concluded that this material weakness has no impact on earnings, earnings per share, or material trends or uncertainties that are

reasonably likely to have a material effect on our financial results.

Management further concludes that the existence of this material

weakness does not impact any of its prior conclusions regarding the effectiveness of our disclosure controls and procedures.

assessed the effectiveness of our internal control over financial reporting for our fiscal year ended November 3, 2023.

Based on management’s

assessment and the above-referenced criteria, management believes that the internal control over financial reporting was effective as

of November 3, 2023.

in Internal Control over Financial Reports

described above, during fiscal year 2023 we took steps to remediate the material weakness in our internal control over financial reporting

that we identified and existed at the end of fiscal year 2022.

Other than in connection with the remediation process described above,

no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred

during the last quarter of fiscal year ended November 3, 2023 that has materially affected or is reasonably likely to materially affect,

our internal control over financial reporting.

Other Information

1 unchanged sentence

Directors, Executive Officers, and Corporate Governance

Identification

following table and biographical summaries set forth, with respect to each director serving as of January 26, 2022, his or her age, his

or her principal occupation and the year in which he or she first became a director of the Company.

The directors of the Company are

elected annually to serve until the next annual meeting of the shareholders or until their respective successors are elected and duly

First Became a Director

Vice President

and Chairman of the Executive Committee (1)(4)

Bridgford, Sr.

Retired Vice President

and Chairman of the Executive Committee (1)(4)

Retired Vice President

and Controller of Public Storage (2)(3)(4)

President and Treasurer (4)

Real Estate Consultant

Financial Executive Services

Consultant (2)(3)(4)

Gregory Scott

Managing Director of Peak

Holdings, LLC (2)(3)(4)

Vice President and Member

of the Executive Committee (4)

the nephew of Allan L.

Bridgford, Sr.

and the father of Michael W.

Member of the Compensation

Member of the Audit Committee.

Member of the Nominating

and Executive Officers

Bridgford served as Chairman of the Board from March of 2006 to October 30, 2021.

He is currently Vice President and Chairman of the

Executive Committee.

He previously served as President of the Company from June of 2004 until March of 2006, and Secretary of the Company

for more than five years.

Bridgford has been a full-time employee of the Company since 1981.

He has also served as a member of the

Executive Committee since 2004.

Bridgford is a graduate of California State University, Fullerton with a degree in Business Management.

Bridgford is one of the principal owners of Bridgford Industries Incorporated, the Company’s majority shareholder.

the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business

guidance to the Company.

The Board believes his executive managerial experience and Company knowledge base combined with his understanding

of corporate values and culture qualify him to serve as a member of the Board.

Bridgford, Sr.

served as Vice President and Chairman of the Executive Committee from 2011 until his retirement from employment effective

October 29, 2021.

Bridgford retired from the Board in October 2011 and was reappointed to the Board in August 2019.

He previously

served as Senior Chairman of the Board from March of 2006 to October of 2011.

From March of 1995 through March of 2006, Mr.

served as Chairman of the Board.

He has been an employee of the Company since 1957, and reduced his work schedule to 80% in March of

2000, 60% in March of 2005 and 50% in November 2014.

Bridgford’s base compensation was reduced by the same percentage as his

regular work schedule reduction.

Bridgford has also served as a member of the Executive Committee since 1972.

He is a graduate of

Stanford University with a degree in Economics.

Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder.

He has extensive knowledge

of the Company’s business and experience in the food industry developed during his long tenure with the Company.

The Board believes

he is qualified to serve as a director based on these experiences as well as his other valuable attributes and skills.

Andrews is a Certified Public Accountant (inactive) and retired in April 2021 as Senior Vice President and Controller of Public Storage,

a member of the S&P 500, headquartered in Glendale, California.

Andrews had been employed by Public Storage since 1997.

graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting and finance from California

State University, Northridge, and received an Elijah Watt Sells award with high distinction on the November 1988 CPA exam.

Andrews has over 30 years of experience with responsibilities including financial reporting, strategic financial planning and analysis,

capital markets, treasury operations, SEC reporting, Sarbanes Oxley internal controls and procedures, operational analysis, operational

control design, real estate acquisition and development underwriting, and system design and implementation.

In addition, Mr.

brings a diverse set of perspectives to the Board from serving in positions in multiple industries, including public accounting, entertainment,

retail, and real estate.

The Board believes his skills and extensive experience qualify him to serve as a member of the Board.

also qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ Listing Rules.

Lancy has served as Treasurer of the Company for more than the past five years.

He has also served as Chief Financial Officer from

2003 to October 2022, and as a member of the Executive Committee since 2001 to October 2022, and Vice President since 2001.

is a Certified Public Accountant (inactive) and worked for ten years as an auditor at PricewaterhouseCoopers LLP.

He earned a Bachelor

of Science degree with a major in Administration with high honors from California State University, San Bernardino.

Lancy has extensive knowledge and experience in the areas of finance and management developed at PricewaterhouseCoopers LLP and as an

employee of the Company since July of 1992 and as Chief Financial Officer from 2003 to October 2022.

The Board believes these skills

and experiences qualify him to serve as a member of the Board.

Effective October 28, 2022, Cindy Matthews-Morales succeeded Mr.

as Chief Financial Officer and Mr.

Lancy was appointed Vice President and Treasurer.

Lancy plans to fully retire on February 1, 2023.

The Company has executed a consulting agreement with Mr.

Lancy in case there is a need for his services or for special projects after

his retirement.

Lancy will remain on the Board of Directors for the upcoming term in 2023.

Ross is President of KR6, Inc., a commercial real estate consultant and continues as founder/principal of Centra Realty Corporation

(discussed below).

From August 2013 to 2018, Mr.

Ross served as Executive Vice President of CT Realty, or CTR, a real estate investment,

development and management company based in Newport Beach, California.

Ross oversaw all development and was responsible for

sourcing, evaluating, and closing on all commercial development opportunities.

In addition, Mr.

Ross served on CTR’s Executive

Committee and Investment Committee.

CTR was founded in 1994 and together with its affiliates and principals has developed, acquired and

managed over $8 billion in industrial and office properties.

Prior to joining CTR, from June 2009 to January 2014, Mr.

Ross was Founder,

President and CEO of Peligroso Spirits which sold to Diageo in London (the world’s largest spirits company).

From 2001 to present,

Ross acts as Founder and Principal of Centra Realty Corporation, ranked as one of the most active real estate development companies

in Orange County, California, where he oversees the company’s land acquisitions, capital raises of both equity and debt, architectural

design, engineering, construction and sales/leasing efforts.

Ross began his professional career at the Koll Company and was with Koll for over a decade and served in various roles from project manager

to marketing before leading the real estate development efforts of the company in Southern California.

He currently serves on the Board

of Directors and is a Co-Founder of Miocean, a nonprofit foundation that applies proven business approaches to curb the harmful effects

of urban run-off pollution to the Ocean.

Ross attended San Diego State University.

Ross has extensive real estate acquisition and development experience as well as project management and marketing expertise, which the

Board believes qualifies him to serve as a member of the Board.

In addition to his service on the Board, Mr.

Ross continues to provide

real estate consulting services to the Company.

Schott is currently working as a consultant in the financial services industry.

Previously, she was Chief Financial Officer and Corporate

Secretary of California Commerce Club, Inc., a privately held gaming and hospitality company, for which she had served from March 2014

through January 2020.

Prior to California Commerce Club, Ms.

Schott served as Chief Financial Officer of San Manuel Band of Mission Indians,

a sovereign American Indian tribe, and Chief Accounting Officer of First American Title Insurance Company, a publicly traded financial

services company.

Schott holds an EMBA from Claremont Graduate University and a bachelor’s degree in Accounting from Cal Poly

Pomona University.

She is also a Certified Public Accountant (active) and a member of the California Society of Certified Public Accountants

and the American Institute of Certified Public Accountants.

Schott possesses leadership skills and a vast knowledge base on finance, accounting, strategic planning, risk management as well as decision

support for portfolio development, acquisitions, divestures, and establishing governance protocols.

The Board believes that these skills

and experiences qualify her to serve as a member of the Board.

Schott also qualifies as an audit committee financial expert and has

financial sophistication as described in the NASDAQ Listing Rules.

Gregory Scott

Gregory Scott is a Certified Public Accountant (inactive) and currently serves as the Managing Director of Peak Holdings, LLC, an investment

management company based in Beverly Hills, California.

Scott has been with Peak Holdings, LLC for more than the past five years.

Peak Holdings, LLC and its affiliates own and manage in excess of three million square feet of office, retail and warehouse space throughout

the United States.

Scott has extensive financial and managerial experience, which the Board believes qualifies him to serve as a member of the Board.

Scott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing Rules.

Simmons served as President of the Company and member of the Executive Committee from 2006 to November 2021.

He is currently Vice

President and member of the Executive Committee.

He previously served as Vice President of the Company for more than five years.

Simmons earned a B.A.

degree in Psychology from the University of Wisconsin.

Simmons has extensive knowledge and experience in the areas of marketing, product research and development, trade relations and operations

developed as an employee of the Company since 1979.

The Board believes these skills and experiences qualify him to serve as a member

of the Board.

Company Directorships

of the directors have been a director of any other public company in the past five years.

in Certain Legal Proceedings

of the directors have been involved in any legal events reportable under Item 401(f) of Regulation S-K during the last ten years.

or Understandings with Directors

are no arrangements or understandings pursuant to which any of the directors was or is to be elected to serve as a director or nominee.

none of our directors have arrangements or understandings with any person or entity, other than the Company, relating to compensation

or other payments in connection with such director’s service to the Company.

Identification

of Executive Officers

names, ages, and positions of all our executive officers as of January 26, 2023, are listed below.

Additionally, biographical summaries

for executive officers who are not directors are set forth below.

Officers are normally appointed annually by the Board of Directors

at their meeting immediately following the annual meeting of shareholders.

Five executive officers are full-time employees of our company.

Lancy reduced his work schedule to 60% as of October 29, 2022.

There are no agreements or understandings pursuant to which

any of the executive officers was or is selected to serve as an executive officer.

with our company

Bridgford (1)(2)(3)

Vice President and Chairman

of the Executive Committee

Vice President and Member

of the Executive Committee

Vice President and Treasurer

Bridgford (2)(3)

Chairman of the Board and

Member of the Executive Committee

Bridgford II (4)(6)

President and Member of

the Executive Committee

Matthews-Morales (5)

Chief Financial Officer,

Secretary and Member of the Executive Committee

the nephew of Allan L.

Bridgford, Sr., a director.

Effective October 30, 2021,

Bridgford succeeded William L.

Bridgford as Chairman of the Board and was also appointed as a member of the Executive

Effective the same date, William L .Bridgford was appointed as Vice President and Chairman of the Executive Committee.

the son of William L.

Effective October 30, 2021,

Bridgford II succeeded John V.

Simmons as President of the Company and was also appointed as a member of the Executive

Effective the same date, John V.

Simmons was appointed Vice President and will continue serving as a member of the Executive

Effective October 28, 2022,

Cindy Matthews-Morales succeeded Raymond F.

Lancy as Chief Financial Officer and Raymond F.

Lancy was appointed Vice President and

Lancy plans to fully retire on February 1, 2023 and will continue to serve as a director.

is the cousin of William L.

Bridgford and Michael W.

Bridgford and great nephew of Allan L.

Bridgford Sr.

Bridgford was appointed as Chairman of the Board and a member of the Executive Committee in October of 2021.

He previously served

as Vice President of the Company from March of 2015 until November of 2021 and as Assistant Secretary of the Company from March of 2007

until November of 2021.

Bridgford has been a full-time employee of the Company since 2002.

He graduated from Vanguard University

in 2004 with a degree in Business with an emphasis in Organizational Management.

Bridgford brings a wide range of experience to the Board.

He has overseen sandwich and lunch meat production in the Anaheim and Frozen-Rite

plants, led the Anaheim Deli Route division, worked as a Regional Sales Manager in the Frozen Foods division, and most recently been

responsible for leading the entire Frozen Foods division’s sales efforts.

He also has extensive experience controlling inventory,

administering payroll, managing employees, and working with customers.

The Board believes his experience working in and managing various

divisions of the Company since 2002 make him well-equipped to oversee both the sales efforts and the processing operations of the Company.

Bridgford II is serving his second year as President of the Company and member of the Executive Committee.

He previously served

as Vice President of the Chicago Meat Snack division from 2008 to 2021 and works closely in the Chicago plant with his father, Baron

Bridgford Sr., and brothers, Brian and Richard Bridgford.

Bridgford earned a Bachelor of Science in Business Administration from

the University of Colorado.

Bridgford is a member of the fourth generation of the Bridgford family and has worked for the Company throughout its operations from

an early age.

He served as a DSD route driver and Route Specialist during the early part of his career, gaining hands-on experience with

the Company’s unique DSD distribution model.

He has worked closely with Senior Vice President Chris Cole making headquarter calls

on our largest customers.

In addition to retail headquarter calls, Mr.

Bridgford has developed and grown the Company’s co-packing

and warehouse business out of the Chicago plant.

Matthews-Morales

Matthews-Morales is serving her first year as Chief Financial Officer of the Company and member of the Executive Committee.

She previously

served as Controller from 2000 to 2022.

Matthews-Morales earned a Master of Business Administration with a concentration in Accounting

from California State University, Fullerton.

Matthews-Morales has extensive knowledge in accounting, cash management and financial competency as well as a strong understanding of

Company operations.

The Board believes these skills and experiences qualify her to serve as Chief Financial Officer.

Audit Committee currently consists of three members, including Ms.

Schott (Chairperson) and Messrs.

Andrews and Scott.

The Audit Committee

has been established in accordance with the rules and regulations of the SEC and each of the current members of the Audit Committee is

an “independent director” as defined in Rule 5605(c)(2) of the NASDAQ Listing Rules.

In addition, the Board has determined

that each of Messrs.

Andrews and Scott, and Ms.

Schott qualify as “audit committee financial experts” as such term is used

in the rules and regulations of the SEC.

Company adopted a code of ethics that is applicable to, among other individuals, its principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions, and posted the code of ethics on its website

at www.bridgford.com (and designated therein as the Code of Conduct - Governance).

Any amendment or waiver to the Company’s

code of ethics that applies to its directors or executive officers will be posted on its website or in a report filed with the SEC on

information required by this item will be included in our definitive proxy statement on Schedule 14A related to our 2024 annual meeting

of stockholders (the “Proxy Statement), which will be filed with the Securities and Exchange Commission pursuant to Regulation

14A under the Exchange Act not later than 120 days after the end of our fiscal year ended November 3, 2023, and is incorporated herein

by reference.

Executive Compensation

Discussion and Analysis

section provides information regarding the compensation paid to the Company’s “named executive officers” or “NEOs,”

all of whom are members of the Executive Committee during the respective fiscal years stated below.

The Company has historically been

and continues to be principally managed by the Executive Committee.

The Executive Committee, as a unit, serves as the Company’s

“Chief Executive Officer.” For fiscal year 2022, the Executive Committee consisted of the following five members:

Bridgford, Vice

President and Chairman of the Executive Committee

Bridgford, Chairman

of the Board (Principal Executive Officer)

Bridgford II,

Simmons, President

Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)

fiscal year 2023, the Executive Committee consists of the following six members (five members upon Mr.

Lancy’s retirement on February

Bridgford, Vice

President and Chairman of the Executive Committee

Bridgford, Chairman

of the Board (Principal Executive Officer)

Bridgford II,

Simmons, Vice President

President and Treasurer

Cindy Matthews-Morales,

Chief Financial Officer and Secretary (Principal Financial Officer)

Company’s executive compensation program is overseen by the Compensation Committee, which is comprised of certain non-employee

members of the Board and, notwithstanding that the Company is a “controlled company” within the meaning of the NASDAQ Listing

Rules, each member is independent as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules.

The basic responsibility of the Compensation

Committee is to review the performance of the officers and key employees toward achieving the Company’s strategic goals and to

help ensure that the Company is able to attract and retain individuals who can lead the Company to achieve those goals.

of the Company’s primary strategic goals is to increase shareholder value while meeting its objectives for customer satisfaction,

improved sales and financial performance, sound corporate governance, and competitive advantage.

The Company’s current emphases

on controlling costs and improving profit margins on a consistent basis are also important factors which affect the Company’s compensation

The Compensation Committee’s goal is to work with management to balance the Company’s financial goals and circumstances

with the need to attract, motivate and retain the fully qualified and capable individuals the Company needs to meet and surpass its customers’

and shareholders’ expectations in a highly-competitive industry.

Philosophy and Objectives

core of the Company’s executive compensation philosophy is to pay for performance.

To that end, incentive bonus programs are in

place each year to reward excellent executive performance based upon the achievement of profit objectives by business units and the Company’s

overall profitability based on pretax income, thus stimulating all executives to assume broad responsibility for the Company’s

overall financial welfare and financial performance.

Compensation Committee’s guiding principles are as follows:

Work with management to

provide a compensation program that recognizes individual contributions as well as the Company’s overall business results;

Provide reasonable levels

of total compensation which will enable the Company to attract and retain qualified and capable executive talent within its industry,

while also considering the Company’s current goals of controlling costs and effecting consistent improvements in its overall

financial condition;

Motivate executive officers

to deliver optimum individual and business unit performance;

Develop and retain a leadership

team that is capable of successfully operating and growing an increasingly competitive and complex business in a rapidly changing

Ensure that executive compensation-related

disclosures are made to the public on a timely basis.

of the Compensation Committee

compensation of all NEOs and other executive officers is determined by the Compensation Committee.

The Compensation Committee met one

time during fiscal year 2022.

The primary responsibilities of the Compensation Committee include, without limitation, the following:

Determine the compensation

of the members of the Executive Committee, after taking into account the Board’s assessment of the performance of the Executive

Committee, as well as any other executive officers of the Company.

Determine the compensation

of the Chairman of the Board and the other directors of the Company.

Assess the performance

of the executive officers of the Company other than the members of the Executive Committee (whose performance is assessed by the

Review and make recommendations

to the Board regarding the Company’s compensation policies and philosophy.

Review and make recommendations

to the Board with respect to the employment agreements, severance agreements, change of control agreements and other similar agreements

between the Company and its executive officers.

Administer the Company’s

equity incentive plans, including the review and grant of stock option and other equity incentive grants.

Review and discuss the

Compensation Discussion and Analysis (“CD&A”) section of the Company’s annual proxy statement with management

and recommend to the Board that the CD&A be included in the Company’s proxy statement as required.

Produce an annual report

on executive compensation for inclusion in the Company’s proxy statement.

As requested by Company

management, review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and

programs generally, including employee bonus and retirement plans and programs.

Assist the Board and management

in developing and evaluating potential candidates for executive officer positions.

Advise the Board in its

succession-planning initiatives for the Company’s executive officers and other senior officers.

of Management in the Compensation Determination Process

Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive Committee, support the

Compensation Committee in the executive compensation decision-making process.

At the request of the Compensation Committee, one or more

members of the Executive Committee may present a performance assessment and recommendations to the Compensation Committee regarding base

salaries, bonus payments, incentive plan structure and other compensation-related matters for the Company’s executive officers

(other than with respect to their own compensation).

of Compensation Consultant

Compensation Committee has decided not to utilize the services of a paid compensation consultant after concluding that such a consultant

would provide insufficient value compared to the cost.

Compensation for Executive Officers

compensation packages offered to the Company’s executive officers are comprised of one or more of the following elements:

Discretionary cash bonuses;

Post-retirement healthcare

and pension benefits.

Company does not have any formal policies which dictate the amount to be paid with respect to each element, nor does it have any policies

which dictate the relative proportion of the various elements.

The Company also does not have any formal policies for allocating between

cash and non-cash compensation and short-term and long-term compensation.

Instead, the Company relies on the judgment of the Compensation

Committee and input and feedback from the management team, including in particular members of the Executive Committee.

The Compensation

Committee has no plans to adopt any such formulas, ratios or other such targets that might artificially dilute the Company’s effectiveness

in achieving its overall profit objectives.

In fact, all of the Company’s compensation policy decisions are made in the context

of its current financial position and are subordinated to the Company’s current goal of achieving overall profitability on an annual

Each of the compensation components is described in more detail below.

Company provides executive officers and other employees with base salary to compensate them for services rendered during the fiscal year.

The purpose of base salary is to reward effective fulfillment of an executive’s assigned job responsibilities, and to reflect the

position’s relative value to the Company and competitiveness of the executive job market.

Base salaries for executive officers

are determined based on the nature and responsibility of the position, salary norms for comparable positions at similar companies, the

expertise and effectiveness of the individual executive, and the competitiveness of the market for the executive officer’s services.

Company has successfully held most base salaries at the low end of the competitive range in order to reduce its overall cost structure

and to achieve systematic improvement in the financial performance of the business without incurring a large turnover in executive talent

and leadership.

“merit increases” for the Company’s executive officers are subject to the same budgetary constraints that apply to

all other employees.

Executive officer salaries are evaluated as part of the Company’s annual review process and may be adjusted

where justified in the context of the Company’s current focus on profitability and controlling expenses.

fiscal year 2022, the Compensation Committee set a base salary of $5,713 per week for each Executive Committee member, reduced on a pro-rata

basis for any member working less than a full-time schedule.

This base salary amount is unchanged compared to fiscal year 2021.

Discretionary

Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s financial

The Compensation Committee believes that the payment of cash bonuses based on the Company’s financial success allows

the Company to offer a competitive total compensation package despite relatively lower base salaries, while aligning a significant portion

of executive compensation with the achievement of positive Company financial results.

However, while the payment of these cash bonuses

to the NEOs is generally correlated with the achievement of positive Company financial results, there are no specific performance targets

communicated to the NEOs in advance, and the bonuses are ultimately paid at the discretion of the Compensation Committee after receiving

input from the Chairman of the Board.

For the fiscal year ended October 28, 2022, discretionary bonuses were awarded to the members of

the Company’s Executive Committee as disclosed in detail in the Summary Compensation Table.

Equity-Based Incentive Compensation

Compensation Committee has concluded that long-term stock-related compensation has very limited value as an employee incentive or retention

tool because the Company’s equity-based incentive awards have historically provided little or no value to the recipient.

beginning in 2005, U.S.

accounting rules required the Company to expense any stock option awards according to a formula which could impose

a costly charge on the Company’s income statements, thereby burdening or erasing its profit margins.

Because of these factors,

the Company has not granted stock options or restricted stock awards for many years.

Instead, the Compensation Committee aims to align

the interests of the NEOs with those of the Company’s shareholders by creating a link between the payment of executive compensation

and the achievement of Company financial goals as described above.

The Company’s 1999 Stock Incentive Plan expired by its own terms

on April 29, 2009 and no additional stock options or restricted stock may be granted thereunder.

and Retirement Benefits

Plan for Administrative and Sales Employees of Bridgford Foods Corporation .

The Company has a defined benefit plan (the “Primary

Benefit Plan”) for certain of its employees not covered by collective bargaining agreements.

The Primary Benefit Plan, administered

by a major life insurance company, presently provides that participants receive an annual benefit on retirement equal to 1.5% of their

total compensation from the Company during their period of participation from 1958.

Benefits are not reduced by Social Security payments

or by payments from other sources and are payable in the form of a monthly lifetime annuity commencing at age 65 or the participant’s

date of retirement, whichever is later.

Effective May 12, 2006, future benefit accruals under the Primary Benefit Plan were frozen.

Executive Retirement Plan .

Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan have

been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986

To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified

“makeup” benefit plan (the “Supplemental Executive Retirement Plan”).

Benefits will be provided under the Supplemental

Executive Retirement Plan in an amount equal to 60% of each participant’s final average earnings minus any pension benefits and

primary insurance amounts available to them under Social Security.

However, in all cases the benefits are capped at $120,000 per year

Benefits provided under this plan for William L.

Bridgford and Raymond F.

Lancy are calculated at 50% of final

average earnings, capped at $200,000 per year, without offsets for other pension or Social Security benefits.

Foods Retirement Savings 401(k) Plan .

The Company implemented a 401(k) plan effective May 13, 2006.

The Company makes a matching

contribution to each employee’s account based on pretax contributions in an amount equal to 100% of the first 3% of compensation

and 50% of the next 2% of compensation contributed to the Plan.

Certain limitations on optional pre-tax contributions to the plan are

imposed pursuant to the Internal Revenue Code of 1986, as amended.

No amounts are contributed by the Company unless the employee elects

to make a pretax contribution to the Plan.

Non-Qualified

Deferred Compensation

January 1, 1991, the Company adopted a deferred compensation savings plan for certain key employees.

Under this arrangement, selected

employees contributed a portion of their annual compensation to the plan.

The Company contributed an amount to each participant’s

account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%.

The purpose of the plan was to provide

tax planning and supplemental funds upon retirement or death for certain selected employees and to aid in retaining and attracting employees

of exceptional ability.

Separate accounts are maintained for each participant to properly reflect his or her total vested account balance.

No contributions or salary deferrals have been made in the past ten years.

and Other Benefits

Company provides its executive officers with various health and welfare programs and other employee benefits which are generally available

on the same cost-sharing basis to all of its employees.

However, in keeping with the Company’s policy of controlling costs in connection

with its profitability objectives, it does not provide any significant perquisites or other special benefits to its executive officers

including, but not limited to, payment of club memberships, fees associated with financial planning, executive dining rooms or special

transportation rights.

The Company does not own an airplane and does not provide aircraft for executives for business or personal purposes.

Company provides post-retirement healthcare benefits for certain executives and their spouses (who are within fifteen years of age of

the employee) who have reached normal retirement age.

This coverage is secondary to Medicare.

Coverage for spouses continues upon the

death of the employee.

The maximum benefit under the plan is $100,000 per year per retiree.

The combined loss on this plan was $3,000

and $12,000 during fiscal year 2022 and 2021, respectively, for all active and retired participants.

Company paid life and disability insurance premiums on policies for John V.

Simmons under which he is the named owner and beneficiary.

No further premiums are due on these policies.

Company currently does not have any employment agreements with any of its NEOs.

However, on August 12, 2019, the Company entered into

a consulting agreement with Allan L.

Bridgford, Sr., pursuant to which the Company has engaged Mr.

Bridgford to provide consulting services

to the Company, which commenced effective October 30, 2021 upon his retirement from employment with the Company on October 29, 2021.

Under the terms of the consulting agreement, Mr.

Bridgford will provide to the Company consulting services, including, but not limited

to, business development and strategic partnering, commencing on the date of his retirement and until such agreement is terminated by

either party upon at least thirty (30) days’ notice to the other party.

Bridgford will be compensated at a rate of $20,833.33

per month and will be reimbursed for all reasonable out of pocket expenses incurred in rendering such services.

Upon the retirement of

Lancy anticipated on February 1, 2023, the Company will enter into a consulting agreement to provide as needed consulting

services to the Company.

Upon Termination of Employment or Change in Control

Company currently does not have any severance, change of control or similar agreements with any of its NEOs.

Refer to the compensation

discussion below for information on pension, deferred compensation, and benefit-related payments payable in the event of a qualifying

event such as employment termination, disability, death, or sale/merger/acquisition.

and Accounting Implications

Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m) of the Internal

Revenue Code, which in fiscal year 2022 provided that it could not deduct compensation of more than $1,000,000 that is paid to its executive

The Company believes that the compensation paid under the current management incentive programs is fully deductible for federal

income tax purposes.

In certain situations, the Compensation Committee may approve compensation that will not meet the requirements for

deductibility in order to ensure competitive levels of compensation for its executives and to meet its obligations under the terms of

various incentive programs.

However, the issue of deductibility has not come before the Compensation Committee in recent years and is

not expected to be a concern for the foreseeable future.

Compensation Table

table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s NEOs

during fiscal years 2022 and 2021, respectively.

Each of the NEOs named below were also members of the Executive Committee during the

referenced periods, which Committee acts in the capacity of Chief Executive Officer of the Company.

See “Compensation Discussion

and Analysis” for further discussion of compensation arrangements pursuant to which the amounts listed in the table below were

paid or awarded and the criteria for such payment or award.

Name and Principal Position

Salary($) (1)

Awards($) (2)

Awards($) (3)

Incentive Plan

Compensation($) (4)

Change in Pension

Value and Non-

Qualified Deferred Compensation

Earnings($) (5)

Compensation($) (6)

Vice President

Vice President (formerly Chairman of the Board)

Vice President (formerly President)

Chief Financial Officer

Chairman of the Board

Fiscal years 2022 and 2021

were each 52 weeks.

The Company did not grant

any stock awards to any of the NEOs during fiscal years 2022 or 2021.

The Company did not grant

any option awards to any of the NEOs during fiscal years 2022 or 2021.

The Company did not utilize

any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2022 or 2021.

While it is the Company’s

policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated with the Company’s financial

performance, the payment of the bonuses is ultimately subject to the discretion of the Compensation Committee.

See “Compensation

Discussion and Analysis – Total Compensation for Executive Officers – Discretionary Cash Bonuses.”

This column includes the

aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all defined benefit and supplemental

pension plans.

In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit and supplemental

pension plans for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the

aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect the negative amount.

to the extent that the change in present value of any particular defined benefit or supplemental pension plan for a particular year

was a negative amount, the negative amount has not been used to offset the positive change in present value associated with the other

applicable defined benefit or supplemental pension plans.

The aggregate change in the present value of the non-qualified deferred

compensation plan and pension and retirement benefits for the NEOs in fiscal years 2022 and 2021 was as follows:

(i) for fiscal year

2022, Allan L.

Bridgford, Sr.

(-$45,148), William L.

Bridgford (-$238,754), John V.

Simmons (-$212,407), and Raymond F.

Lancy (-$156,832),

and (ii) for fiscal year 2021, Allan L.

Bridgford, Sr.

(-$45,148), William L.

Bridgford (-$47,388), John V.

Simmons ($9,351), and

Lancy (-$32,336).

Consists of matching contributions

of the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEO’s, except Allan L.

and an $8,000 payment to offset the negative impacts arising from the cancellation of supplemental executive health benefits.

In addition, in fiscal year 2021, the amounts included matching contributions to the Bridgford Foods Retirement Savings 401(k) plan

made by the Company on behalf of each of the NEOs, except Allan L.

Bridgford, Sr., and an $8,000 payment to offset the negative impacts

arising from the cancellation of supplemental executive health benefits.

to Summary Compensation Table

“Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which amounts listed

under the Summary Compensation Table were paid or awarded and the criteria for such payment or award.

of Plan-Based Awards

were no stock options, restricted stock, restricted stock units or equity or non-equity-based performance awards granted to the Company’s

NEOs during fiscal years 2022 or 2021.

The Company’s 1999 Stock Incentive Plan expired by its own terms on April 29, 2009, and

no additional stock options or restricted stock may be granted thereunder.

Equity Awards at Fiscal Year-End

were no outstanding options or stock awards held by any NEOs as of October 28, 2022.

Exercises and Stock Vested

were no shares acquired upon the exercise of stock options or vesting of stock awards by any NEOs during fiscal years 2022 or 2021.

tables below provide information concerning retirement plan benefits for each NEO and payments due upon certain termination scenarios.

Plan for Administrative and Sales Employees of Bridgford Foods Corporation

Benefits commence upon reaching the “Normal Retirement Date”, which is the first day of the month on or after

attainment of age 65.

Pension benefit payments begin on the normal retirement date and continue until death.

A participant may choose to retire up to ten years before the normal retirement date.

If a participant retires early,

the accrued pension will be reduced by a percentage to reflect the longer period over which pension benefits will be received.

If a participant

is married for at least one year and dies before retirement, a pension benefit will be payable to the surviving spouse for his or her

life, provided certain eligibility requirements have been met.

Payments to a surviving spouse will begin on the first day of the month following a participant’s death but not sooner

than the earliest date a participant could have elected to retire.

A disability benefit is the accrued pension credited to a participant as of the date of disability.

years of credited service, present value of accumulated plan benefits and payments made during the fiscal year were as follows:

the Fiscal Year ended October 28, 2022:

Number of Years

Credited Service

Present Value

of Accumulated

Payments During

Bridgford, Sr.

The assumed discount rate

used was 5.44% to compute the present value of the accumulated benefit.

The Pri-2012 Total Dataset Mortality Table with MP- 2021

Scaling was used and an expected return on assets of 7.00% was assumed.

the Fiscal Year ended October 29, 2021:

Number of Years

Credited Service

Present Value

of Accumulated

Payments During

Bridgford, Sr.

The assumed discount rate

used was 2.58% to compute the present value of the accumulated benefit.

The Pri-2012 Total Dataset Mortality Table with MP-2020 Scaling

was used and an expected return on assets of 7.00% was assumed.

Executive Retirement Plan (SERP)

of Retirement Benefit :

All retirement, disability and death benefits shall be paid in monthly installments beginning on the commencement

date following the participant’s retirement, disability or death and shall continue for a period of fifteen years.

Benefits commence upon reaching the “Normal Retirement Date”, which means the date on which the participant

has both attained age 65 and completed at least ten years of participation.

SERP benefit payments begin at the normal retirement date

or later depending on the election of the participant.

A participant may choose to retire up to ten years before the normal retirement date if the participant has completed

at least five years of participation.

If a participant retires early, the SERP benefit will be determined based on the vested percentage

attained as the time of retirement.

If a participant dies prior to having commenced receipt of benefits and is eligible for benefits hereunder, the participant’s

beneficiary shall be entitled to receive an annual death benefit equal to the Normal Retirement Benefit determined as if the participant

attained Normal Retirement Age on the date of his death, or, if after the Participant’s Normal Retirement Date, equal to the Late

Retirement Benefit.

If a participant dies after having commenced receipt of benefits, benefits shall continue to be paid but to the Participant’s

Beneficiary at the same time and in the same form as the benefits would have been payable to the participant.

No benefit will be payable

to a participant’s beneficiary if the participant terminates employment with the Company before he is eligible for a retirement

benefit and thereafter dies.

A disability benefit is the vested percentage of SERP benefit credited to a participant as of the date of disability.

present value of accumulated plan benefits and payments made during the fiscal year were as follows:

the Fiscal Year ended October 28, 2022:

Bridgford, Sr.

A 5.44% discount rate was

used to compute the present values.

the Fiscal Year ended October 29, 2021:

Bridgford, Sr.

A 2.58% discount rate was

used to compute the present values.

following table estimates the present value of SERP benefits under different employment termination scenarios as of October 28, 2022:

Present Value of Benefit Upon Voluntary Termination of Employment (1)

Present Value of Benefit if Disabled (1)

Present Value of Benefit Upon Death (1)

Present Value of Benefit Upon Involuntary Termination of Employment due to Sale/Merger/ Acquisition (1)

Bridgford, Sr.

Bridgford (2)

In each scenario above,

the benefit amount shown is calculated on October 28, 2022.

A 5.44% discount rate was used to compute the present values.

case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit but

shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would

have attained the early retirement date had the participant remained employed by the Company.

Upon a finding that the participant

(or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request

of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of

benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.

Death benefits for William

Bridgford and Raymond F.

Lancy are paid in the form of a monthly annuity.

The actual payment amount for William L.

Bridgford and

Lancy would be determined using a discount rate similar to the rate required for qualified plans.

The rate assumed for

these estimates is 5.44%.

following table estimates future SERP payments under different termination scenarios as of October 28, 2022:

Bridgford, Sr.

$16,666.67 per month for

180 months beginning on 10/28/22

$16,666.67 per month for

180 months commencing after disability

$16,666.67 per month for

180 months beginning just after death

Lump Sum payment due at

termination of $2,074,456

$16,666.67 per month for

180 months beginning on 10/28/22

$16,666.67 per month for

180 months commencing after disability

$16,666.67 per month for

180 months beginning just after death

Lump Sum payment due at

termination of $2,074,456

Disability amount is decreased

by any Company paid disability insurance policies, Social Security disability benefits, or other Federal or State disability programs.

In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit

but shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would

have attained the early retirement date had the participant remained employed by the Company.

Upon a finding that the participant

(or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request

of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of

benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.

Assumes death on October

The discount rate used to calculate the lump sum amount is 5.44%.

“Compensation Discussion and Analysis – Total Compensation for Executive Officers — Pension and Retirement Benefits”

for further discussion of the pension benefits contained in the tables above.

Non-Qualified

Deferred Compensation

table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 28,

Contributions

Distributions

table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 29,

Contributions

Distributions

following table estimates the present value of non-qualified deferred compensation benefits under different employment termination scenarios

as of October 28, 2022:

of Benefit at

of Benefit if

Present Value

of Benefit Upon

Termination of

Employment Due to Sale/Merger/

deferred compensation amounts are calculated using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus 2%.

rate is subject to fluctuation.

Upon death, the deferred compensation benefits are paid in a lump sum equal to the individual’s

remaining account balance.

“Compensation Discussion and Analysis – Total Compensation for Executive Officers – Non-Qualified Deferred Compensation”

for further discussion of the non-qualified deferred compensation benefits contained in the tables above.

following table summarizes the total compensation paid and accrued by the Company to directors who were not employees during fiscal year

Directors who were employees did not receive any additional compensation for their services as directors.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Gregory Scott

Consists of $4,960 paid

Ross for consulting services rendered to the Company.

Certain Relationships and Related Transactions,

and Director Independence for further details.

to Director Compensation Table

Company uses cash compensation to attract and retain qualified candidates to serve on its Board of Directors.

In setting director compensation,

the Compensation Committee considers the demands that have been placed and will continue to be placed on the directors and the skill-level

required by its directors.

In addition, as with the Company’s executive officers, compensation decisions for directors are made

in the context of the Company’s focus on controlling costs and increasing profitability.

directors are not paid an annual retainer for their service on the Board.

Instead, each non-employee director was paid $2,480 for each

of the first two Board meetings attended during fiscal year 2022 and $2,580 for each subsequent Board meeting attended in fiscal year

Members of the Audit Committee were paid $350 to $550 for each Audit Committee meeting attended in fiscal year 2022 depending on

the length of the meeting.

Directors were not paid any additional compensation for their service on the Nominating Committee in fiscal

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company’s common

stock as of January 26, 2023, by each shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s

common stock, by each director and nominee for director, by each executive officer named in the Summary Compensation Table and by all

executive officers and directors as a group.

The information as to each person or entity has been furnished by such person or group.

and Nature of Shares Beneficially Owned

and Address of Beneficial Owner (1)

Sole Voting and Investment Power

Shared Voting and Investment Power (2)

Total Beneficially Owned (3)

Percentage of Outstanding Shares Beneficially Owned (3)

Bridgford Industries Incorporated

1707 Good-Latimer Expressway

Dallas, TX 75226

Bridgford, Sr.

Gregory Scott

All directors and executive officers as a group (11 persons)

Represents ownership of

less than one percent (1%) of the outstanding shares.

Unless otherwise indicated,

the address of such beneficial owner is the Company’s principal executive offices, which are located at 1707 South Good-Latimer

Expressway, Dallas, Texas 75226.

Represents shares beneficially

owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Amendment No.

1 to Schedule

13D filed with the SEC on February 7, 2017.

Other than ownership of these shares, BII does not presently have any significant business

Bridgford, Sr., William L.

Bridgford, Baron R.H.

Bridgford, Michael W.

Bridgford and Baron R.H.

presently own 18.47%, 7.77%, 9.34%, 0.58% and 0.60%, respectively, of the outstanding voting capital stock of BII.

The remaining

shares of BII capital stock are owned of record, or beneficially, by 32 additional members of the Bridgford family.

of BII jointly vote all of the Company’s shares held by BII.

Applicable percentage of

ownership as of January 26, 2023, is based upon 9,076,832 shares of common stock outstanding.

Beneficial ownership is determined

in accordance with the rules of the SEC and includes voting and investment power with respect to shares shown as beneficially owned.

Except as otherwise indicated, and subject to community property laws where applicable, to the knowledge of the Company the persons

listed above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Compensation Plan Information

applicable, as we do not have any compensation plans under which our equity securities are authorized for issuance.

Certain Relationships and Related Party Transactions, and Director Independence

Company’s general legal counsel is the son of Allan L.

Bridgford, Sr.

For his legal counsel, he currently is paid a fee of $2,580

for each Board of Directors meeting attended.

Total fees paid for attending Board of Directors meetings were $28,180 in fiscal year 2022

and $27,280 in fiscal year 2021.

In addition, legal services are performed on behalf of the Company and billed by a firm in which he

is a partner.

Total fees billed for legal services under this arrangement for each of fiscal years 2022 and 2021 were approximately $87,000

and $170,500, respectively.

director Allan L.

Bridgford, Jr., son of Allan L.

Bridgford, Sr., is providing consulting services to the Chicago plant and management.

The contract on behalf of the Company with Allan L.

Bridgford, Jr.

is for consulting services at $1,200 per day.

Total fees billed under

this arrangement were approximately $100,800 in fiscal year 2022 and $191,000 in fiscal year 2021.

Under an arrangement with Allan L.

Bridgford, Jr., we accrued $100,800 in profit sharing for fiscal year 2022 and we did not accrue any profit sharing in fiscal year 2021

due to a net loss.

Ross provides real-estate consulting services to the Board and management.

Fees of approximately $4,960 and $5,375 were paid

for consulting services in fiscal years 2022 and 2021, respectively.

In connection with the closing of the sale of the Green Street Property,

the Company paid $300 to KR6, Inc., an entity controlled by Keith Ross (a member of the Company’s Board of Directors).

than the relationships noted above, the Company is not aware of any related party transactions that would require disclosure as a related

party transaction under SEC rules.

Approval or Ratification of Transactions With Related Persons

Company’s executive officers, directors, nominees for directors and principal shareholders, including their immediate family members

and affiliates, are prohibited from entering into related party transactions with the Company that would be reportable under Item 404

of Regulation S-K without the prior approval of its Audit Committee (or other independent committee of the Board of Directors in cases

where it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest).

Any request for the Company

to enter into a transaction with an executive officer, director, or nominee for director, principal shareholder or any of such persons’

immediate family members or affiliates that would be reportable under Item 404 of Regulation S-K must first be presented to the Audit

Committee for review, consideration and approval.

In approving or rejecting the proposed agreement, the Audit Committee will consider

the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the

Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the

impact on director independence.

The Audit Committee shall only approve those agreements that, in light of known circumstances, are in

or are not inconsistent with the Company’s best interests, as determined in good faith by the Audit Committee (or other independent

committee, as applicable).

The requirement for the Audit Committee to review related-party transactions (defined as those transactions

required to be disclosed under Item 404 of Regulation S-K) is set forth in the Amended and Restated Audit Committee Charter, which was

approved on October 11, 2021.

Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based on the

approximate 80% beneficial ownership of its outstanding common stock by Bridgford Industries Incorporated and are therefore exempted

from various NASDAQ Listing Rules pertaining to certain “independence” requirements of its directors.

Nevertheless, the Board

of Directors has determined that Messrs.

Andrews and Scott, and Ms.

Schott who together comprise the Audit Committee and the Compensation

Committee, are all “independent directors” within the meaning of Rule 5605 of the NASDAQ Listing Rules.

Additionally, based

on its status as a “controlled company,” the Company is not required to have a Nominating Committee comprised solely of independent

Rather, the full Board fulfills the role of Nominating Committee and identifies and screens new candidates for Board membership.

Nevertheless, actions of the Board, in its role as Nominating Committee, can be taken only with the affirmative vote of a majority of

the independent directors on the Board, as defined by the NASDAQ Listing Rules.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

charged by Baker Tilly for the audit of the Company’s annual financial statements and the review of the financial statements included

in the Company’s quarterly reports on Form 10-Q for fiscal years 2022 and 2021 were approximately $212,000 and $221,000, respectively.

Audit-Related

Audit-related

fees typically consist of fees billed for assurance and related services that are reasonably related to the performance of the audit

or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services

may include consultations related to the Sarbanes-Oxley Act and consultations concerning financial accounting and reporting standards.

There were no audit-related fees billed by Baker Tilly for fiscal year 2022 or fiscal year 2021.

fees are comprised of services that include assistance related to state tax compliance services and consultations regarding federal and

state research and development tax credits.

No fees were billed by Baker Tilly for tax consulting during fiscal year 2022 or fiscal year

other fees are comprised of fees for initial planning for certification of internal controls over financial reporting.

No such fees were

billed by Baker Tilly for fiscal year 2022 or fiscal year 2021.

ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT

OF INDEPENDENT ACCOUNTANTS

Audit Committee’s policy is to pre-approve all audit and permissible non-audit services performed by the independent registered

public accountants.

These services may include audit services, audit-related services, tax services and other services.

During fiscal

years 2022 and 2021, the Audit Committee approved all such services rendered by its independent registered public accountants.

services, the independent registered public accountants provide the Audit Committee with an audit plan including proposed fees in advance

of the annual audit.

The Audit Committee approves the plan and fees for the audit.

non-audit services, the Company’s senior management will submit from time to time to the Audit Committee for approval non-audit

services that it recommends the Audit Committee engage the independent registered public accountants to provide during the fiscal year.

The Company’s senior management and the independent registered public accountants will each confirm to the Audit Committee that

each non-audit service is permissible under all applicable legal requirements.

A budget, estimating non-audit service spending for the

fiscal year, will be provided to the Audit Committee along with the request.

The Audit Committee must approve both permissible non-audit

services and the budget for such services.

information required by this item will be included in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of October 28, 2022, and October 29, 2021

Consolidated Statements of Operations for years ended October 28, 2022, and October 29, 2021

Consolidated Statements of Comprehensive Income for years ended October 28, 2022, and October 29, 2021

Consolidated Statements of Shareholders’ Equity for years ended October 28, 2022, and October 29, 2021

Consolidated Statements of Cash Flows for years ended October 28, 2022, and October 29, 2021

Consolidated Balance Sheets as of November 3, 2023, and October 28, 2022

Consolidated Statements of Operations for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Comprehensive Income for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Shareholders’ Equity for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Cash Flows for the fiscal years ended November 3, 2023, and October 28, 2022

Notes to Consolidated Financial Statements

10 unchanged sentences

Bridgford Sr.

Purchase and Sale Agreement dated March 16, 2020 between Bridgford Foods Processing Corporation and CRG Acquisition, LLC.

Purchase and Sale Agreement dated March 16, 2020 between Bridgford Food Processing Corporation and CRG Acquisition, LLC.

Consulting Agreement dated February 2, 2023, between the Registrant and Raymond F.

Subsidiaries of the Registrant.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).

Inline XBRL Instance Document.