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 Principal Financial Officer, 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, 2024. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures: (1) were designed to ensure that material information relating to the Company is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, 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, 2024. 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, 2024, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of March 31, 2024, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K. Remediation of Previously Identified Material Weakness A material weakness 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. As previously disclosed in Part II, Item 9A of the Company’s Form 10-K/A (Amendment No. 1) for the fiscal year ended March 31, 2023, filed on July 31, 2023, we identified a material weakness in our internal control over financial reporting relating to the accounting for valuing inventory using the LIFO method. The review controls in place with respect to a year-end adjustment to the calculation of the LIFO reserve were not effective. 16 Table of Contents During fiscal year 2024, management implemented a remediation plan including the installation of software to recalculate the LIFO reserve and also provide analytic features to identify potential abnormalities in the underlying data, coupled with strengthening our review controls with improved documentation standards, technical oversight and training to ensure the accounting for valuing inventory was in compliance with U.S. generally accepted accounting principles. Through effective implementation of our remediation plan and in conjunction with the results of our testing over the design and operating effectiveness of the relevant controls, management determined that as of March 31, 2024, the identified material weakness has been remediated. However, completion of remediation does not provide assurance that our remediated controls will continue to operate properly or that our financial statements will be free from error. Changes in Internal Control over Financial Reporting Other than as described above in connection with the remediation of the material weakness, there were no changes 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, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information During the quarterly period ended March 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement (in each case, as defined in Item 408 (a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders to be held on August 8, 2024 (“Proxy Statement”). The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2024. 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 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 2024 ● Outstanding Equity Awards at 2024 Fiscal Year-End ● Option Exercises and Stock Vested in Fiscal Year 2024 ● Pension Benefits ● Compensation of Directors ● Compensation Committee Interlocks ● Pay Versus Performance ● CEO Pay Ratio 17 Table of Contents 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 2024, 4,864 shares were awarded under the terms of the 2007 Equity Plan. As of March 31, 2024, there were 40,094 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 2024 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, 2024, 2023, and 2022 b. Consolidated Statements of Comprehensive Income (Loss) – Years ended March 31, 2024, 2023, and 2022 c. Consolidated Balance Sheets – As of March 31, 2024 and 2023 d. Consolidated Statements of Cash Flows – Years ended March 31, 2024, 2023, and 2022 e. Consolidated Statements of Stockholders’ Equity – Years ended March 31, 2024, 2023, and 2022 f. Notes to Consolidated Financial Statements – Years ended March 31, 2024, 2023, and 2022 g. Reports of Independent Registered Public Accounting Firms (PCAOB ID 34 and 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. 18 Table of Contents 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 Amendment to Fourth Amended and Restated Loan and Security Agreement dated 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, the financial institutions party thereto as lenders, as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger (filed herewith) 10.4 Third Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of March 8, 2024 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 (filed herewith) 10.5 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) 10.6 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) 10.7* 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) 10.8* 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) 19 Table of Contents 10.9* 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) 10.10* 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) 10.11* 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) 10.12* 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) 10.13* 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) 10.14* 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, 2024 (filed herewith) 16 Letter of Plante Moran to the Securities and Exchange Commission dated November 13, 2023 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated November 7, 2023) 19 Insider Trading Policy (filed herewith) 21 List of Subsidiaries (filed herewith) 23.1 Consent of Deloitte & Touche LLP (filed herewith) 23.2 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) 32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 97 Clawback Policy (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.PRE 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 20 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, 2024 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, 2024 Paul L. Palmby Director (Principal Executive Officer) /s/ Michael S. Wolcott Senior Vice President, Chief Financial Officer, June 13, 2024 Michael S. Wolcott and Treasurer (Principal Financial Officer) /s/ Gregory R. Ide Vice President, Controller, June 13, 2024 Gregory R. Ide and Assistant Secretary (Principal Accounting Officer) /s/ Kraig H. Kayser Director (Chairman) June 13, 2024 Kraig H. Kayser /s/ Kathryn J. Boor Director June 13, 2024 Kathryn J. Boor /s/ Peter R. Call Director June 13, 2024 Peter R. Call /s/ John P. Gaylord Director June 13, 2024 John P. Gaylord /s/ Linda K. Nelson Director June 13, 2024 Linda K. Nelson /s/ Donald J. Stuart Director June 13, 2024 Donald J. Stuart /s/ Bruce E. Ware Director June 13, 2024 Bruce E. Ware /s/ Keith A. Woodward Director June 13, 2024 Keith A. Woodward 21