Item 9A. Controls and Procedures
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, 2025. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2025, 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, 2025. 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, 2025, 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, 2025, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
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, 2025 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, 2025, 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.
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PART III
Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be held on August 7, 2025 (the “Proxy Statement”). The Proxy Statement will be filed within 120 days after the end of the Company’s fiscal year ended March 31, 2025.
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 2025
●
Outstanding Equity Awards at 2025 Fiscal Year-End
●
Option Exercises and Stock Vested in Fiscal Year 2025
●
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 2025, 3,870 shares were awarded under the terms of the 2007 Equity Plan. As of March 31, 2025, there were 36,224 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
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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 2025 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, 2025, 2024, and 2023
b.
Consolidated Statements of Comprehensive Income – Years ended March 31, 2025, 2024, and 2023
c.
Consolidated Balance Sheets – As of March 31, 2025 and 2024
d.
Consolidated Statements of Cash Flows – Years ended March 31, 2025, 2024, and 2023
e.
Consolidated Statements of Stockholders’ Equity – Years ended March 31, 2025, 2024, and 2023
f.
Notes to Consolidated Financial Statements – Years ended March 31, 2025, 2024, and 2023
g.
Reports of Independent Registered Public Accounting Firms (PCAOB ID 34 and PCAOB ID 6581)
Deloitte & Touche LLP and Rochester, NY
2.
Supplemental Schedule:
a.
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
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)
10.2
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)
10.3
Loan and Security Agreement dated as of December 23, 2024 by and among Seneca Foods Corporation, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as agent, issuing bank, and lead arranger (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K dated December 30, 2024)
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10.4*
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)
10.5*
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)
10.6*
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)
10.7*
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)
10.8*
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)
10.9*
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)
10.10*
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, 2025 (filed herewith)
19
Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024)
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)
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32
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
97
Clawback Policy (incorporated by reference to Exhibit 97 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024)
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
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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 12, 2025
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 12, 2025
Paul L. Palmby
Director
(Principal Executive Officer)
/s/ Michael S. Wolcott
Senior Vice President, Chief Financial Officer,
June 12, 2025
Michael S. Wolcott
and Treasurer
(Principal Financial Officer)
/s/ Gregory R. Ide
Vice President, Controller,
June 12, 2025
Gregory R. Ide
and Assistant Secretary
(Principal Accounting Officer)
/s/ Kraig H. Kayser
Director (Chairman)
June 12, 2025
Kraig H. Kayser
/s/ Kathryn J. Boor
Director
June 12, 2025
Kathryn J. Boor
/s/ Peter R. Call
Director
June 12, 2025
Peter R. Call
/s/ John P. Gaylord
Director
June 12, 2025
John P. Gaylord
/s/ Linda K. Nelson
Director
June 12, 2025
Linda K. Nelson
/s/ Donald J. Stuart
Director
June 12, 2025
Donald J. Stuart
/s/ Bruce E. Ware
Director
June 12, 2025
Bruce E. Ware
/s/ Keith A. Woodward
Director
June 12, 2025
Keith A. Woodward
22