What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-10-27 compared with 2021-04-28 · 32 added, 39 removed, 42 unchanged (63% of the section changed)

Other Information

Increase in Board Size;

Appointment of New Director

On April 28, 2021, the Board of Directors (the “Board”) of the Company increased the size of the Board from nine to ten members and, in accordance with the terms of its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Class A Directors of the Company elected Lisa A.

Sanfilippo as a Class A Director of the Company to serve until the next annual meeting of stockholders of the Company and until her respective successor is duly elected and qualified or until her death, resignation or removal.

Sanfilippo is a Co-Director

of The Global Society for Female Entrepreneurs in Beverly Hills, California and Co-Owner

of Acceptance Recovery Center in Scottsdale, Arizona.

Previously, Ms.

Sanfilippo served as Director of Business Development & Innovation Trends at the Company from 2011 to 2017.

Before that, Ms.

Sanfilippo served in several other roles at the Company, including Senior Business Manager in charge of Alternative Channels from 2009 to 2011, Director of Customer Service from 2007 to 2009, and Senior Business Manager for Industrial Sales from 1991 to 2007.

Sanfilippo is eligible to participate in all compensation programs applicable to non-employee

members of the Board, as described in the Proxy Statements filed by the Company from time to time.

In accordance with the compensation program for non-employee

directors, Ms.

Sanfilippo will receive an annual cash retainer for Board service, prorated for the initial year of service.

In addition, upon joining the Board, Ms.

Sanfilippo received a grant of Restricted Stock Units, which were granted pursuant to a form of Non-Employee

Director Restricted Stock Unit Award Agreement previously approved by the Board.

Sanfilippo (as with the other current directors) is also expected to enter into an Indemnification Agreement with the Company in the form previously approved by the Board.

Sanfilippo was elected pursuant to an understanding with Messrs.

Sanfilippo, Jasper B.

Sanfilippo, Jr., James J.

Sanfilippo, John E.

Sanfilippo and Michael J.

Valentine, as holders or beneficial owners of the Company’s Class A Common Stock and/or Class A Directors of the Company.

Sanfilippo has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K

in accordance with the rules and regulations of the SEC applicable hereto.

On October 27, 2021, the Board of Directors of John B.

Sanfilippo & Son, Inc.

appointed Michael J.

Finn, Vice President and Controller, as Principal Accounting Officer of the Company.

Finn, 47, has been employed by the Company since November 2011.

Finn joined the Company as an Assistant Corporate Controller and since joining the Company, he has been promoted to increasing levels of responsibility within our accounting, finance and tax functions, including being promoted to Vice President and Controller in August 2021.

Prior to joining the Company, Mr.

Finn was a Senior Manager at BDO, LLP.

Finn has been a Certified Public Accountant (CPA) since 2000.

There are no arrangements or understandings with any person pursuant to which Mr.

Finn will be appointed as Principal Accounting Officer of the Company.

There are no family relationships between Mr.

Finn and any other director or executive officer of the Company.

Finn is not party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

The exhibits filed herewith are listed in the exhibit index below.

24 unchanged sentences

(incorporated by reference from Exhibit 10.1 to the Form 8-K filed on March 11, 2020)

Employment agreement, dated as of November 30, 2017, by and between the Company and J.

Brent Meyer (incorporated by reference from Exhibit 10.36 to the Form 10-Q for the quarter ended December 28, 2017)

Separation Agreement, dated as of December 10, 2019, by and between the Company and J.

Brent Meyer (incorporated by reference from Exhibit 10.29 to the Form 10-Q for the quarter ended December 26, 2019)

Amended and Restated John B.

Sanfilippo & Son, Inc.

Split-Dollar Insurance Agreement Number One among John E.

Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B.

Sanfilippo, Marian R.

Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.34 to the Form 10-Q for the quarter ended December 25, 2003)

Amendment, dated February 12, 2004, to Amended and Restated John B.

Sanfilippo & Son, Inc.

Split-Dollar Insurance Agreement Number One among John E.

Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B.

Sanfilippo, Marian R.

Sanfilippo and Registrant, dated December 31, 2003 (incorporated by reference from Exhibit 10.46 to the Form 10-Q for the quarter ended March 25, 2004)

Certification of Jeffrey T.

Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

Certification of Michael J.

Valentine pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

Certification of Frank S.

Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

Certification of Jeffrey T.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

Certification of Michael J.

Valentine pursuant to 18 U.S.C.

Certification of Frank S.

Pellegrino pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

7 unchanged sentences

Indicates a management contract or compensatory plan or arrangement.

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 thereunto duly authorized on April 28, 2021.

SANFILIPPO & SON, INC.

/s/ M ICHAEL J.

Chief Financial Officer, Group President and Secretary

Chief Financial Officer, Executive Vice President, Finance and Administration

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information