Seneca Foods Corp 10-K

Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Our management, with the participation of our Principal Executive Officer and Co-Principal Financial Officers, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2023. Based upon this evaluation, our Principal Executive Officer and Co-Principal Financial Officers concluded that, as of March 31, 2023, the Company’s disclosure controls and procedures: (1) were designed to ensure that material information relating to the Company is made known to our Principal Executive Officer and Co-Principal Financial Officers by others within those entities, particularly during the period in which this report was being prepared, so as to allow timely decisions regarding required disclosure and (2) were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.   Management ’ s Annual Report on Internal Control Over Financial Reporting   Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. 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.   Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of March 31, 2023, our internal control over financial reporting is effective based on those criteria.   Changes in Internal Control over Financial Reporting   There was no change in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.   Item 9B. Other Information   None.   PART III   Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders to be held on August 9, 2023 (“Proxy Statement”). The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2023.   Item 10. Directors, Executive Officers and Corporate Governance   The following sections of the Proxy Statement are incorporated herein by reference:     ● Information Concerning Directors   ● Executive Officers   ● Delinquent Section 16(a) Reports   ● Board Governance   ● Audit Committee Matters   14 Table of Contents   Item 11. Executive Compensation   The following sections of the Proxy Statement are incorporated herein by reference:     ● Compensation Discussion and Analysis   ● Summary Compensation Table   ● Grants of Plan-Based Awards in Fiscal Year 2023   ● Outstanding Equity Awards at 2023 Fiscal Year-End   ● Option Exercises and Stock Vested in Fiscal Year 2023   ● Pension Benefits   ● Compensation of Directors   ● Compensation Committee Interlocks   ● Pay Versus Performance   ● CEO Pay Ratio   The information included under the heading “Compensation Committee Report” in the Proxy Statement is also incorporated herein by reference; however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   Securities Authorized for Issuance Under Equity Compensation Plans   The 2007 Equity Incentive Plan (the “2007 Equity Plan”) was approved by shareholders at the Company’s annual meeting on August 10, 2007 and extended on July 28, 2017. The 2007 Equity Plan expires in August 2027 and originally authorized the issuance of up to 100,000 shares of either Class A Common Stock and Class B Common Stock or a combination of the two classes of stock. During fiscal year 2023, 3,528 shares were awarded under the terms of the 2007 Equity Plan. As of March 31, 2023, there were 44,958 shares available for distribution as part of future awards under the 2007 Equity Plan. No additional shares have been awarded under the 2007 Equity Plan through the date of this Annual Report on Form 10-K. There are no equity compensation plans not approved by the Company’s shareholders.   The following sections of the Proxy Statement are incorporated herein by reference:     ● Security Ownership of Certain Beneficial Owners   ● Security Ownership of Management and Directors   Item 13. Certain Relationships and Related Transactions, and Director Independence   The following sections of the Proxy Statement are incorporated herein by reference:     ● Independent Directors   ● Certain Transactions and Relationships   Item 14. Principal Accountant Fees and Services   The following sections of the Proxy Statement are incorporated herein by reference:     ● Principal Accountant Fees and Services   PART IV   Item 15. Exhibits and Financial Statement Schedule     A. Exhibits, Financial Statements, and Supplemental Schedule     1. Financial Statements – the following consolidated financial statements of the Registrant, included in the 2023 Annual Report to Shareholders, are incorporated by reference in Part II, Item 8 “Financial Statements and Supplementary Data”:     a. Consolidated Statements of Net Earnings – Years ended March 31, 2023, 2022, and 2021     b. Consolidated Statements of Comprehensive Income (Loss) – Years ended March 31, 2023, 2022, and 2021   15 Table of Contents     c. Consolidated Balance Sheets – As of March 31, 2023 and 2022     d. Consolidated Statements of Cash Flows – Years ended March 31, 2023, 2022, and 2021     e. Consolidated Statements of Stockholders’ Equity – Years ended March 31, 2023, 2022, and 2021     f. Notes to Consolidated Financial Statements – Years ended March 31, 2023, 2022, and 2021     g. Reports of Independent Registered Public Accounting Firm (PCAOB ID 6581 )     2. Supplemental Schedule:     a. Report of Independent Registered Public Accounting Firm on Schedule     b. Schedule II—Valuation and Qualifying Accounts   Other schedules have not been filed because the conditions requiring the filing do not exist or the required information is included in the consolidated financial statements, including the notes thereto.   Exhibit Number Description         3.1 The Company’s Restated Certificate of Incorporation, (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 11, 2010)         3.2 The Company’s Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended July 1, 1995 filed with the SEC on August 18, 1995)         3.3 Amendment to the Company’s Bylaws (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated November 6, 2007)         4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019)         10.1 Fourth Amended and Restated Loan and Security Agreement dated as of March 24, 2021 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 26, 2021)         10.2 First Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of September 14, 2022 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2022, filed with the SEC on November 9, 2022)         10.3 Second Amended and Restated Loan and Guaranty Agreement as of January 20, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 26, 2023)         10.4 Amendment 1 to Second Amended and Restated Loan and Guaranty Agreement as of May 23, 2023 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 30, 2023         10.5 Indemnification Agreement between the Company and the directors of the Company (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)         10.6* Amended and Restated Seneca Foods Corporation Executive Profit Sharing Bonus Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 10, 2022)   16 Table of Contents     10.7* Amended and Restated Seneca Foods Corporation Manager Profit Sharing Bonus Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on June 10, 2022)         10.8* 2007 Equity Incentive Plan effective August 3, 2007 as extended on July 28, 2017 (incorporated by reference to Appendix A to the Company’s Proxy Statement dated June 28, 2007)         10.9* Seneca Foods Corporation Division Management Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 5, 2020)         10.10*  Executive Transition Services Agreement dated as of August 31, 2020 between the Company and Kraig H. Kayser (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)         10.11* Supplemental Retirement Agreement between Seneca Foods Corporation and Kraig H. Kayser (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, filed with the SEC on November 4, 2020)         10.12* Supplemental Retirement Agreement between Seneca Foods Corporation and Timothy J. Benjamin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 11, 2021)         13 Portions of Annual Report to Shareholders for the fiscal year ended March 31, 2023 (filed herewith)         21 List of Subsidiaries (filed herewith)         23.1 Consent of Plante Moran, P.C. (filed herewith)         31.1 Certification of Paul L. Palmby as Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)         31.2 Certification of Michael S. Wolcott as Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)         31.3 Certification of Timothy J. Benjamin as former Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)         32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)     101.INS Inline XBRL Instance Document (filed herewith).   101.1.SCH Inline XBRL Taxonomy Extension Calculation Schema Document (filed herewith)   101.2.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)   101.3.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)   101.4.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)   101.5 Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)   104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith)   * Indicates management or compensatory agreement   Item 16. Form 10-K Summary   None   17 Table of Contents   SIGNATURES   Pursuant to the requirements of Section 13 or 15 (d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   SENECA FOODS CORPORATION     By: /s/ Michael S. Wolcott Michael S. Wolcott Senior Vice President, Chief Financial Officer and Treasurer   June 13, 2023   Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:   Signature   Title   Date           /s/ Paul L. Palmby   President and Chief Executive Officer   June 13, 2023 Paul L. Palmby   Director         (Principal Executive Officer)               /s/ Michael S. Wolcott   Senior Vice President, Chief Financial Officer,   June 13, 2023 Michael S. Wolcott   and Treasurer           (Co-Principal Financial Officer)               /s/ Timothy J. Benjamin    Former Senior Vice President, Chief Financial Officer,   June 13, 2023 Timothy J. Benjamin   and Treasurer           (Co-Principal Financial Officer)               /s/ Gregory R. Ide   Vice President, Controller,    June 13, 2023 Gregory R. Ide   and Assistant Secretary           (Principal Accounting Officer)               /s/ Kraig H. Kayser   Director (Chairman)   June 13, 2023 Kraig H. Kayser                   /s/ Kathryn J. Boor   Director   June 13, 2023 Kathryn J. Boor                   /s/ Peter R. Call   Director   June 13, 2023 Peter R. Call                   /s/ John P. Gaylord                   Director   June 13, 2023 John P. Gaylord                   /s/ Linda K. Nelson     Director   June 13, 2023 Linda K. Nelson                    /s/ Michael R. Nozzolio    Director   June 13, 2023 Michael R. Nozzolio                    /s/ Donald J. Stuart   Director   June 13, 2023 Donald J. Stuart                   /s/ Keith A. Woodward   Director   June 13, 2023 Keith A. Woodward           18