brid_def14a-032112.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Bridgford Foods Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BRIDGFORD FOODS CORPORATION
_________________________________
NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS
March 21, 2012
10:00 a.m. Pacific Time
_________________________________
To the Shareholders of BRIDGFORD FOODS CORPORATION:
The annual meeting of the shareholders of Bridgford Foods Corporation, a California corporation, will be held at the offices of Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California 92801, on Wednesday, March 21, 2012 at 10:00 a.m. Pacific Time, for the following purposes:
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To elect eight directors to hold office for one year or until their successors are elected and qualified.
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(2)
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To ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company's independent registered public accountants for the fiscal year ending on November 2, 2012.
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To transact such other business as may properly come before the meeting, or any postponements or adjournments thereof.
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The Board of Directors recommends that you vote “FOR” each of the eight director nominees referenced in Proposal 1 and “FOR” Proposal 2. Each of the Proposals is described in greater detail in the proxy statement accompanying this notice.
Only shareholders of record at the close of business on February 3, 2012 are entitled to notice of and to vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on March 21, 2012.
Pursuant to the rules of the Securities and Exchange Commission, or the SEC, the Company has elected to provide access to its proxy materials both by sending you a full set of proxy materials, including this notice of meeting, the accompanying proxy statement and proxy card, and the 2012 Annual Report to Shareholders, and by notifying you of the availability of the proxy materials on the Internet. The notice of annual meeting, proxy statement, proxy card and 2012 Annual Report to Shareholders are available at https://materials.proxyvote.com/108763.
All shareholders are cordially invited to attend the annual meeting. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF DIRECTORS RESPECTFULLY URGES YOU TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. If you attend the meeting in person, you may withdraw your proxy and vote your shares at the meeting. Shareholders attending the meeting whose shares are held in the name of a broker or other nominee who desire to vote their shares at the meeting should bring with them a letter or account statement from that firm confirming their ownership of shares.
The meeting will be held at the principal offices of Bridgford Foods Corporation, which are located at 1308 North Patt Street, Anaheim, California 92801, one block east of Lemon St. and just south of the 91 Freeway in the city of Anaheim, California. Driving directions may be obtained by contacting the office manager at 714-526-5533.
Your vote is extremely important. Please vote as soon as possible to ensure that your vote is recorded promptly even if you plan to attend the annual meeting.
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By order of the Board of Directors
/s/ Cindy Matthews-Morales
Cindy Matthews-Morales
Secretary
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Anaheim, California
BRIDGFORD FOODS CORPORATION
1308 North Patt Street, Anaheim, California 92801
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PROXY STATEMENT
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Annual Meeting of Shareholders to be held March 21, 2012
The enclosed proxy is solicited by the Board of Directors of Bridgford Foods Corporation, a California corporation (the “Company”), for use at the annual meeting of shareholders of the Company (the “Annual Meeting”) to be held at the offices of the Company, which are located at 1308 North Patt Street, Anaheim, California 92801, on Wednesday, March 21, 2012 at 10:00 a.m. Pacific Standard Time, and at any adjournment thereof. All shareholders of record at the close of business on February 3, 2012 are entitled to notice of and to vote at such meeting. This Proxy Statement and the accompanying proxy are being mailed on or about February 24, 2012.
The persons named as proxies were designated by the Board of Directors. Any proxy may be revoked or superseded by (i) executing a later proxy (ii) giving notice of revocation in writing prior to, or at, the Annual Meeting, or (iii) attending the Annual Meeting, withdrawing the proxy and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of the proxy.
All proxies, which are properly completed, signed and returned to the Company prior to the Annual Meeting, and not revoked, will be voted in accordance with the instructions given in the proxy. If a choice is not specified in the proxy, the proxy will be voted “FOR” election of each of the eight director nominees proposed by the Board of Directors and “FOR” ratification of the Company’s appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accountants for the fiscal year ending on November 2, 2012. Management does not know of any matters which will be brought before the Annual Meeting other than those specifically set forth in the notice hereof. However, if any other matter properly comes before the Annual Meeting, it is intended that the proxies, or their substitutes, will vote on such matters in accordance with their best judgment.
Solicitation of proxies will be primarily by mail, although some of the officers, directors and employees of the Company may solicit proxies personally or by telephone, facsimile or electronic mail. All expenses incurred in connection with this solicitation will be borne by the Company. The Company will reimburse brokers and others who incur costs to send proxy materials to beneficial owners of stock in the name of a broker or nominee.
On February 3, 2012, the record date for the Annual Meeting, there were 9,191,009 shares of common stock of the Company outstanding. The presence at the Annual Meeting of a majority of the outstanding shares, in person or by proxy relating to any matter to be acted upon at the Annual Meeting, is necessary to constitute a quorum for the Annual Meeting.
Each share of common stock entitles the holder thereof to one vote on each matter to be voted upon by such shareholders and, upon prior notice, to cumulate votes for the election of directors. For purposes of the quorum and the discussion below regarding the vote necessary to take shareholder action, shareholders of record who are present at the Annual Meeting in person or by proxy and who abstain or withhold their vote, including brokers, dealers or other nominees holding shares of their respective customers of record who cause abstentions to be recorded at the Annual Meeting, are considered shareholders who are present and entitled to vote and count toward the quorum. Brokers, banks or other nominees holding shares of record for their respective customers generally are not entitled to vote on the election of directors unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a nominee who has not received instructions from its customers on a particular matter. As used herein, “broker non-vote” means the votes that could have been cast on the matter by nominees with respect to uninstructed shares if the nominees had received instructions. The effect of proxies marked “withheld” as to any director nominee or “abstain” as to any other Proposal, and the effect of broker non-votes on each of the Proposals, is discussed in each Proposal below.
PROPOSAL 1
ELECTION OF DIRECTORS
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 qualified. At the Annual Meeting, eight directors have been nominated for election. The election of directors shall be by the affirmative vote of the holders of a plurality of the shares voting in person or by proxy at the Annual Meeting. Every shareholder, or his or her proxy, entitled to vote upon the election of directors may cumulate his or her votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she deems appropriate. No shareholder or proxy, however, shall be entitled to cumulate votes unless such candidate or candidates have been nominated prior to the voting and the shareholder has given notice at the meeting, prior to the voting, of the shareholder’s intention to cumulate such shareholder’s votes. If any one shareholder gives such notice, all shareholders may cumulate their votes for candidates in nomination. Each of these individuals has served as a director since the last annual meeting except for Allan Bridgford Jr. and John V. Simmons. All current directorships are being filled.
Unless otherwise instructed, shares represented by the proxies will be voted “FOR” the election of each of the nominees listed below. Broker non-votes and proxies marked “withheld” as to one or more of the nominees will result in the respective nominees receiving fewer votes. However, the number of votes otherwise received by the nominee will not be reduced by such action.
Each nominee has indicated that he is willing and able to serve as director if elected. In the event that any of such nominees shall become unavailable for any reason, an event which management does not anticipate, it is intended that proxies will be voted for substitute nominees designated by management.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED BELOW.
The following table and biographical summaries set forth, with respect to each nominee for director, his age, the positions he currently holds in the Company and the year in which he first became a director of the Company. Data with respect to the number of shares of the Company’s common stock beneficially owned by each of such directors as of February 3, 2012 appears under the caption “PRINCIPAL SHAREHOLDERS AND MANAGEMENT” below.
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Name
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Age
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Current Position at the Company
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Year First
Became
Director
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William L. Bridgford
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57
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Chairman of the Board and Member of the Executive Committee (1)(4)
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2004
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Allan Bridgford Jr.
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53
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Director (1)(4)
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2011
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Bruce H. Bridgford
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59
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Director (1)(4)
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2009
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John V. Simmons
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56
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President, Director and Member of the Executive Committee (4)
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2011
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Todd C. Andrews
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46
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Director (2)(3)(4)
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2004
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D. Gregory Scott
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55
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Director, Audit Committee and Compensation Committee Chairman (2)(3)(4)
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2006
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Richard A. Foster
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76
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Director (2)(3)(4)
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2001
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Paul R. Zippwald
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74
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Director (2)(3)(4)
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1992
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(1)
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William L. Bridgford, Allan Bridgford, Jr. and Bruce H. Bridgford are cousins.
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Member of the Compensation Committee.
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Member of the Audit Committee.
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Member of the Nominating Committee.
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Directors
William L. Bridgford
William L. Bridgford has served as Chairman of the Board since March of 2006. 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. Mr. Bridgford has been a full-time employee of the Company since 1981. Mr. Bridgford has also served as a member of the Executive Committee since 2004. Mr. Bridgford is a graduate of California State University, Fullerton with a degree in Business Management.
Mr. Bridgford brings to the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business guidance to the Company. He is one of the principal owners of Bridgford Industries Inc., the majority stockholder of Bridgford Foods Corporation. 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.
Allan Bridgford, Jr.
Allan L. Bridgford Jr. served as President of Bridgford Foods of Illinois, a division of the Company, from January 1983 until his retirement in October of 2002. Mr. Bridgford is a graduate of the University of Missouri with a degree in Economics.
Mr. Bridgford has extensive sales, marketing and distribution experience in the food industry. He is one of the principal owners of Bridgford Industries Inc., the majority stockholder of Bridgford Foods Corporation.
Bruce H. Bridgford
Bruce H. Bridgford has served as President of Bridgford Foods of California, a division of the Company, since March of 1999. Mr. Bridgford has been a full time employee of the Company since 1977 and earned a B.S. degree in Business with a concentration in finance and marketing from the University of Southern California.
Mr. Bridgford provides key insight into the direct store delivery operations of the Company as well as strategic direction for the sales management and marketing functions of the Company. He is one of the principal owners of Bridgford Industries Inc., the majority stockholder of Bridgford Foods Corporation. The Board believes these skills and experiences qualify him to serve as a member of the Board.
John V. Simmons
John V. Simmons has served as President of the Company and member of the Executive Committee since 2006. He previously served as Vice President of the Company for more than the five years. Mr. Simmons earned a B.A. degree in Psychology from the University of Wisconsin.
Mr. Simmons is qualified to serve as a director as he brings 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.
Todd C. Andrews
Todd C. Andrews is a Certified Public Accountant (inactive) and presently serves as Vice President and Controller of Public Storage, a member of the S&P 500, headquartered in Glendale, California. Mr. Andrews has been employed by Public Storage since 1997. Mr. Andrews graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting and finance from California State University, Northridge.
Mr. Andrews is qualified to be a director due to his extensive experience in multiple accounting and finance roles over a period of more than 20 years. In particular, Mr. Andrews is experienced in the areas of financial reporting and analysis, treasury management, SEC reporting, internal controls and procedures and operational analysis. In addition, Mr. Andrews brings a diverse set of perspectives to the Board from serving in positions in multiple industries, including public accounting, entertainment, and real estate. Mr. Andrews qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ rules.
D. Gregory Scott
D. 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. Mr. 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.
Mr. Scott qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing Rules. Mr. Scott brings to the Board extensive financial and managerial experience, which qualifies him to serve as a member of the Board.
Richard A. Foster
Richard A. Foster was the President of Interstate Electronics Corporation, a wholly owned subsidiary of Figgie International, Inc., from 1979 until his retirement in 1991. Mr. Foster also served as Vice President of Figgie International, Inc. from 1986 to 1991. He holds a B.S. degree from Stanford University and an M.S. degree from the University of California, Los Angeles.
Mr. Foster has significant experience and background in corporate operations and has provided many years of service to the Company as a member of the Board. The Board believes that Mr. Foster is qualified to serve as a director of the Company due to his extensive business and managerial expertise.
Paul R. Zippwald
Paul R. Zippwald was Regional Vice President and Head of Commercial Banking for Bank of America NT&SA, North Orange County, California, for more than five years prior to his retirement in July 1992. Mr. Zippwald is currently retired. He is a graduate of the Graduate School of Credit and Financial Management at the Amos Tuck School of Business Administration of Dartmouth College and also holds a graduate degree from the American Institute of Banking.
Mr. Zippwald brings to the Board a background and expertise in banking and investment advisory services. He has provided many years of service to the Company as a member of the Board. The Board believes that Mr. Zippwald is qualified to serve as a director of the Company due to his business expertise and executive managerial experience.
Public Company Directorships
Except as indicated above, none of the directors have been a director of any other public company in the past five years.
Board Meetings
During fiscal year 2011, the Company’s Board of Directors held twelve regularly scheduled monthly meetings and no special meetings. Each of the nominees holding office during this period attended at least 75% of the aggregate number of monthly meetings of the Board of Directors and meetings of committees upon which he served.
Arrangements or Understandings with Directors
There are no agreements or understandings pursuant to which any of the directors was elected to serve as a director.
Controlled Company Status
The Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based on the approximate 78% ownership of the Company by Bridgford Industries Incorporated and is therefore exempted from various rules pertaining to certain “independence” requirements of its directors and certain requirements with respect to the committees of the Board. Nevertheless, the Board of Directors has determined that Messrs. Andrews, Foster, Scott and Zippwald are all “independent directors” within the meaning of Rule 5605 of the NASDAQ Listing Rules.
Board Committees
The Board of Directors maintains three committees, the Compensation Committee, the Audit Committee and the Nominating Committee.
Compensation Committee
The Compensation Committee for fiscal year 2011 consisted of Messrs. Andrews, Foster, Scott, Zippwald and Schulze, who resigned from his position on the Board on October 10, 2011. As of the date of mailing of this proxy statement, the Compensation Committee consists of Messrs. Andrews, Foster, Scott and Zippwald. Each of the members of the Compensation Committee is a non-employee director 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 Compensation Committee is responsible for establishing and administering the Company’s compensation arrangements for all executive officers.
The Compensation Committee meets no less frequently than annually (and more frequently as circumstances dictate) to discuss and determine executive officer and director compensation. The Compensation Committee does not generally retain the services of any compensation consultants. However, from time to time it utilizes compensation data from companies that the Compensation Committee deems to be competitive with the Company in connection with its annual review of executive compensation. The Compensation Committee has the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees are composed entirely of directors who would qualify for membership on the Compensation Committee pursuant to applicable NASDAQ Listing Rules. See “Compensation Discussion and Analysis” and “Director Compensation.”
The Compensation Committee held one meeting during fiscal year 2011, which was attended by all committee members except Mr. Schulze. No additional compensation is paid to directors for participation on the Compensation Committee. The Compensation Committee operates under a written charter, which was adopted on October 11, 2010 and is attached as Exhibit A to the Company’s proxy statement for the 2011 Annual Meeting of Shareholders filed with the SEC on February 18, 2011. The charter is not available on the Company’s website.
Audit Committee
The Audit Committee for fiscal year 2011 consisted of Messrs. Andrews, Foster, Scott, Zippwald and Schulze, who resigned from his position on the Board on October 10, 2011. As of the date of mailing of this proxy statement, the Audit Committee consists of Messrs. Andrews, Foster, Scott and Zippwald. The Audit Committee has been established in accordance with the rules and regulations of the SEC and each of the 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 Messrs. Andrews and Scott qualify as “audit committee financial experts” as such term is used in the rules and regulations of the SEC.
The Audit Committee meets periodically with the Company’s independent registered public accountants and reviews the Company’s accounting policies and internal controls. It also reviews the scope and adequacy of the independent registered public accountants’ examination of the Company’s annual financial statements. In addition, the Audit Committee selects the firm of independent registered public accountants to be retained by the Company, subject to shareholder approval, pre-approves services rendered by its independent registered public accountants and pre-approves all related-party transactions.
The Audit Committee held 10 meetings during fiscal year 2011. Each of the members of the Audit Committee receives $300 to $550 per meeting depending on the length of each meeting attended. In addition, the Audit Committee holds a pre-earnings release conference with the Company’s independent registered public accountants on a quarterly basis. The Audit Committee operates under an Amended and Restated Audit Committee Charter, which was approved on November 8, 2010 and is attached as Exhibit B to the Company’s proxy statement for the 2011 Annual Meeting of Shareholders filed with the SEC on February 18, 2011. The charter is not available on the Company’s website.
Nominating Committee
The Board of Directors has decided that the full Board should perform the functions of a Nominating Committee for the Company. It made that decision because the Board believes that selecting new Board nominees is one of the most important responsibilities the Board members have to the Company’s shareholders and, for that reason, all of the members of the Board should have the right and responsibility to participate in the selection process. Because of its status as a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules, the Company is not required to have a Nominating Committee comprised solely of independent directors.
In its role as Nominating Committee, the full Board 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. The Board last met in its role as Nominating Committee in October 2011 to approve the appointments of Messrs. Allan Bridgford, Jr. and John Simmons. The Nominating Committee does not act pursuant to a written charter.
Director Nomination Process
In identifying new Board candidates, the Board will seek recommendations from existing Board members and executive officers. In addition, the Board will consider any candidates that may have been recommended by any of the Company’s shareholders who have made those recommendations in accordance with the shareholder nomination procedures described below. The Board, in its capacity as Nominating Committee, does not evaluate nominees recommended by shareholders differently from its evaluation of other director nominees. The Board also has the authority to engage an executive search firm and other advisors as it deems appropriate to assist in identifying qualified candidates for the Board.
In assessing and selecting Board candidates, the Board will consider such factors, among others, as the candidate’s independence, experience, knowledge, skills and expertise, as demonstrated by past employment and board experience; the candidate’s reputation for integrity; and the candidate’s participation in local community and local, state, regional or national charitable organizations. When selecting a nominee from among candidates considered by the Board, it will conduct background inquiries of and interviews with the candidates the Board members believe are best qualified to serve as directors. The Board members will consider a number of factors in making their selection of a nominee from among those candidates, including, among others, whether the candidate has the ability, willingness and enthusiasm to devote the time and effort required of members of the Board; whether the candidate has any conflicts of interest or commitments that would interfere with the candidate’s ability to fulfill the responsibilities of directors of the Company, including membership on Board committees; whether the candidate’s skills and experience would add to the overall competencies of the Board; and whether the candidate has any special background or experience relevant to the Company’s business.
Board Consideration of Diversity
The Board believes that differences in experience, knowledge, skills and expertise enhance the performance of the Board. Accordingly, the Board, in its capacity as Nominating Committee, considers such diversity in selecting and evaluating proposed Board nominees. However, the Board has not implemented a formal policy with respect to the consideration of diversity for the composition of the Board.
Shareholder Recommendation of Board Candidates
Any shareholder desiring to submit a recommendation for consideration by the Board of a candidate that the shareholder believes is qualified to be a Board nominee at any upcoming shareholders meeting may do so by submitting that recommendation in writing to the Board not later than 120 days prior to the first anniversary of the date on which the proxy materials for the prior year’s annual meeting were first sent to shareholders. However, if the date of the upcoming annual meeting has been changed by more than 30 days from the date of the prior year’s meeting, the recommendation must be received within a reasonable time before the Company begins to print and mail its proxy materials for the upcoming annual meeting. In addition, the recommendation should be accompanied by the following information: (i) the name and address of the nominating shareholder and of the person or persons being recommended for consideration as a candidate for Board membership; (ii) the number of shares of voting stock of the Company that are owned by the nominating shareholder, his or her recommended candidate and any other shareholders known by the nominating shareholder to be supporting the candidate’s nomination; (iii) a description of any arrangements or understandings, that relate to the election of directors of the Company, between the nominating shareholder, or any person that (directly or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, such shareholder and any other person or persons (naming such other person or persons); (iv) such other information regarding each such recommended candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (v) the written consent of each such recommended candidate to be named as a nominee and, if nominated and elected, to serve as a director. No director nominations by shareholders have been received as of the filing of this Proxy Statement.
Board Leadership Structure and the Role of the Board in Risk Management Oversight
Board Leadership Structure.
The Board is comprised of a total of eight directors. One of those directors, William L. Bridgford, serves as the Chairman of the Board. In this capacity, he is principally charged with fulfilling the following duties:
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Presiding as the Chairman of the meetings of the Board of Directors;
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Serving as a conduit of information between the independent directors and members of management;
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Approving Board of Director meeting agendas and schedules;
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Calling executive session meetings of the Independent Directors, as needed;
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Reviewing information sent to the Board of Directors;
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Working with the Chief Financial Officer and Corporate Secretary to ensure the Board has adequate resources to support its decision-making obligations;
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Meeting with shareholders as appropriate; and
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Such other responsibilities and duties as the Board of Directors shall designate.
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The Company has not appointed a Chief Executive Officer. Instead, the Company has historically utilized an Executive Committee to serve in the capacity of Chief Executive Officer. The Board believes that the Executive Committee structure is appropriate for the Company because it requires a full committee of officers, each of whom bring their own experiences and perspectives to bear on their decision making, to discuss and vote on important decisions affecting the Company. The Company has utilized an Executive Committee in lieu of appointing a Chief Executive Officer for more than twenty years. See "Executive Officers" for further discussion about the role and membership of the Executive Committee.
The Chairman of the Board serves on the Executive Committee. Thus, the roles of Chairman of the Board and Chief Executive Officer are intertwined to some extent. However, the Chairman of the Board and the President represent only two of the five members of the Executive Committee and no other directors serve on the Executive Committee. Accordingly, three members of the Executive Committee, comprising a majority of the voting power on the Executive Committee, are not directors of the Company. The Board believes that this structure properly maintains the independence of the Board as a whole, and of the Chairman of the Board, from the management team.
The Board’s Role in Risk Oversight.
The responsibility for the day-to-day management of risk lies with the Executive Committee. Risk management is not viewed by the Executive Committee as a separate function, but rather is viewed as part of the day-to-day process of running the Company. It is the Board’s responsibility to oversee the Executive Committee with respect to its risk management function and to ensure that the Company’s risk management system is well-functioning and consistent with the Company’s overall corporate strategy and financial goals. In fulfilling that oversight role, the Board focuses on the adequacy of the Company's overall risk management system. The Board believes that an effective risk management system will adequately identify the material risks to the Company’s business, monitor the effectiveness of the risk mitigating policies and procedures, and provide the Executive Committee with input with respect to the risk management process.
Code of Ethics
The 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 http://www.bridgford.com (and designated therein as the Code of Conduct). 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 Form 8-K.
Communications with the Board
Shareholders may communicate with the Board or any of the directors by sending written communications addressed to the Board of Directors generally, or to any director(s), to Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California 92801, Attention: Corporate Secretary. All communications are compiled by the Corporate Secretary and forwarded to the Board or the individual director(s) accordingly.
Director Attendance at Annual Meetings
The Company does not currently have a specific policy regarding director attendance at annual shareholder meetings. However, directors are strongly encouraged to attend annual shareholder meetings. All eight directors (then serving as directors of the Company) attended the Company’s 2011 Annual Meeting of Shareholders.
Executive Officers
Members of the Company’s Executive Committee, comprised of the five executive officers named below, act in the capacity of Chief Executive Officer of the Company. The following five executive officers are elected annually to serve on the Executive Committee at the pleasure of the Board of Directors:
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Allan L. Bridgford (1)
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Vice President and Member of the Executive Committee (2)
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Hugh Wm. Bridgford
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Vice President and Chairman of the Executive Committee (2)
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William L. Bridgford
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Chairman of the Board and Member of the Executive Committee (2)
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John V. Simmons
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President and Member of the Executive Committee
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Raymond F. Lancy
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Chief Financial Officer, Vice President, Treasurer and Member of the Executive Committee
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(1)
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Allan L. Bridgford resigned from his position as a director of the Company on October 10, 2011. His son, Allan Bridgford, Jr., was appointed to fill the vacancy created by his resignation.
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(2)
|
William L. Bridgford is the son of Hugh Wm. Bridgford and the nephew of Allan L. Bridgford. Hugh Wm. Bridgford and Allan L. Bridgford are brothers.
|
A biographical summary regarding William L. Bridgford and John V. Simmons is set forth above under the caption “Directors.” Biographical information with respect to the Company’s other executive officers is set forth below:
Allan L. Bridgford
Allan L. Bridgford, age 76, 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. Bridgford 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 and 60% in March of 2005. Mr. Bridgford’s base compensation was reduced by the same percentage as his regular work schedule reduction. Mr. 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.
Hugh Wm. Bridgford
Hugh Wm. Bridgford, age 80, has served as Vice President of the Company and Chairman of the Executive Committee since March of 1995. He previously served as Chairman of the Board of Directors of the Company for more than five years and was a full time employee of the Company from 1955 through December 2010. Mr. Bridgford reduced his work schedule to 80% in January 2011. He also served as a member of the Executive Committee since 1972. Mr. Bridgford is a graduate of Stanford University with a degree in Economics and completed the Executive Program at the University of California at Los Angeles Graduate School of Business.
Raymond F. Lancy
Raymond F. Lancy, age 58, has served as Treasurer of the Company for more than the past five years. He has also served as a member of the Executive Committee since 2001, Vice President since 2001 and Chief Financial Officer since 2003. Mr. Lancy is a Certified Public Accountant (inactive) and worked for ten years as an auditor at PricewaterhouseCoopers. He earned a Bachelor of Science degree with a major in Administration with high honors from California State University, San Bernardino.
Agreements or Understandings with Officers
There are no agreements or understandings pursuant to which any of the executive officers was selected to serve as an executive officer.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company’s common stock as of February 3, 2012 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.
Amount and Nature of Shares Beneficially Owned
|
Name 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
|
|
|
7,156,396 |
|
|
|
— |
|
|
|
7,156,396 |
|
|
|
77.9 |
% |
|
Hugh Wm. Bridgford
|
|
|
47,917 |
|
|
|
7,156,396 |
|
|
|
7,204,313 |
|
|
|
78.4 |
% |
|
Allan L. Bridgford(4)
|
|
|
155,882 |
|
|
|
7,156,396 |
|
|
|
7,312,278 |
|
|
|
79.6 |
% |
|
Bruce H. Bridgford
|
|
|
7,986 |
|
|
|
7,156,396 |
|
|
|
7,164,382 |
|
|
|
77.9 |
% |
|
Baron R.H. Bridgford
170 North Green St.
Chicago, IL 60607
|
|
|
1,654 |
|
|
|
7,156,396 |
|
|
|
7,158,050 |
|
|
|
77.9 |
% |
|
Robert E. Schulze(5)
|
|
|
167,870 |
|
|
|
— |
|
|
|
167,870 |
|
|
|
1.8 |
% |
|
William L. Bridgford
|
|
|
6,175 |
|
|
|
7,156,396 |
|
|
|
7,162,571 |
|
|
|
77.9 |
% |
|
Allan Bridgford Jr.
|
|
|
14,094 |
|
|
|
7,156,396 |
|
|
|
7,170,490 |
|
|
|
78.0 |
% |
|
John V. Simmons
1707 Good-Latimer Expressway
Dallas, TX 75226
|
|
|
363 |
|
|
|
|
|
|
|
363 |
|
|
|
* |
|
|
Todd C. Andrews
|
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
|
* |
|
|
Richard A. Foster
|
|
|
2,234 |
|
|
|
— |
|
|
|
2,234 |
|
|
|
* |
|
|
D. Gregory Scott
|
|
|
8,550 |
|
|
|
— |
|
|
|
8,550 |
|
|
|
0.1 |
% |
|
Paul R. Zippwald
|
|
|
1,452 |
|
|
|
— |
|
|
|
1,452 |
|
|
|
* |
|
|
All directors and executive officers
as a group (12 persons)
|
|
|
7,567,235 |
|
|
|
7,156,396 |
|
|
|
7,567,235 |
|
|
|
82.3 |
% |
| _____________ |
|
*
|
Represents ownership of less than one percent (1%) of the outstanding shares.
|
|
(1)
|
Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive offices, which are located at 1308 North Patt Street, Anaheim, California 92801.
|
|
(2)
|
Represents shares beneficially owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Schedule 13D filed with the SEC on April 5, 2010. Other than ownership of these shares, BII does not presently have any significant business or assets. Allan L. Bridgford, Hugh Wm. Bridgford, William L. Bridgford, Bruce H. Bridgford, Baron R.H. Bridgford and Allan Bridgford Jr. presently own 16.49%, 10.82%, 7.94%, 10.56%, 9.83% and 4.28%, respectively, of the outstanding voting capital stock of BII. The remaining shares of BII capital stock is owned of record, or beneficially, by 32 additional members of the Bridgford family. The officers of BII jointly vote all of the Company’s shares held by BII.
|
|
(3)
|
Applicable percentage of ownership as of February 3, 2012 is based upon 9,191,009 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.
|
|
(4)
|
Mr. Bridgford resigned from his position as a director of the Company effective October 10, 2011. However, Mr. Bridgford continues to serve as a member of the Company’s Executive Committee.
|
|
(5)
|
Mr. Schulze resigned from his position as a director of the Company effective October 10, 2011.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers, and holders of more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock of the Company. Officers, directors and 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on the review of copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended October 28, 2011, all of the Company’s officers, directors and 10% shareholders complied with all applicable Section 16(a) filing requirements.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
Compensation Overview
This 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. 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.” The Executive Committee currently consists of the following five members:
| |
·
|
Hugh Wm. Bridgford, Vice President and Chairman of the Executive Committee
|
| |
·
|
Allan L. Bridgford
|
| |
·
|
William L. Bridgford, Chairman of the Board (Principal Executive Officer)
|
| |
·
|
John V. Simmons, President
|
| |
·
|
Raymond F. Lancy, Chief Financial Officer, Vice President and Treasurer (Principal Financial Officer)
|
The Company’s executive compensation program is overseen by the Compensation Committee of the Board (the “Committee”), which is comprised of certain non-employee members of the Board. The basic responsibility of the 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. Each member of the Committee is an independent director as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules.
One 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 decisions. The 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.
Compensation Philosophy and Objectives
The core of the Company’s executive compensation philosophy is to pay for performance. To that end, incentive bonus targets are set each year to reward excellent executive performance based upon the achievement of profit objectives by business unit 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.
The 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 industry;
|
| |
·
|
Ensure that executive compensation-related disclosures are made to the public on a timely basis.
|
Role of the Compensation Committee
The compensation of all NEOs is recommended by the Executive Committee and, after review and analysis, approved by the Compensation Committee. The Compensation Committee met one time during fiscal year 2011. The responsibilities of the Compensation Committee are as follows:
| |
·
|
Review and approve, on an annual basis, the total compensation and compensation structure for the Executive Committee, including base salary, benefits, bonuses and equity compensation (if any). The Board’s evaluation of the Executive Committee’s performance is considered in setting incentives. The Committee seeks to maintain an appropriate balance, in light of overall Company performance and profitability, between the compensation of the Executive Committee and the compensation of other officers and employees generally. The Committee may also make any interim adjustments in any such compensation or plan as the Committee may deem appropriate, or as may be requested by the Board or the Compensation Committee.
|
| |
·
|
Provide oversight of senior management’s decisions concerning the compensation of management, including evaluation procedures for Company officers and other executives deemed eligible for bonuses or equity compensation.
|
| |
·
|
Review and approve compensation packages for new management personnel and, as needed, termination packages for departing management personnel.
|
|
|
·
|
Review and, as deemed necessary or desirable, oversee the administration of the Company’s stock incentive and stock purchase plans, if any.
|
| |
·
|
Assist the Board of Directors and management in developing and evaluating potential candidates for executive positions.
|
| |
·
|
Advise the Board of Directors in its succession-planning initiatives for the Company’s executive officers and other management personnel.
|
| |
·
|
Oversee preparation of a report on executive compensation as required for inclusion in the Company’s annual proxy statement.
|
Role of Management in the Compensation Determination Process
The Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive Committee, support the 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 Committee regarding base salaries, bonus payments, incentive plan structure and other compensation-related matters for the Company’s executives (other than with respect to their own compensation).
Role of Compensation Consultant
The 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.
Total Compensation for Executive Officers
The compensation packages offered to the Company’s executive officers are comprised of one or more of the following elements:
| |
·
|
Base salary;
|
| |
·
|
Discretionary cash bonuses;
|
| |
·
|
Post retirement healthcare and pension benefits.
|
The 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 or 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 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 basis. Each of the compensation components is described in more detail below.
Base Salary
The 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.
The 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.
Any “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.
For fiscal year 2011, the Compensation Committee set a base salary of $4,430.18 per week for each Executive Committee member, reduced on a pro-rata basis for any member working less than a full time schedule. This change represented an approximate 2% increase in the base salary compared to fiscal year 2010, which was derived from management’s assessment of the increase in the cost of living. The same percentage increase was applied to all non-executive, non-union team members when evaluating salary changes.
Discretionary Cash Bonuses
The Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s financial performance. 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. The Compensation Committee did not grant cash bonuses to the NEOs with respect to fiscal year 2011.
Long-Term Equity-Based Incentive Compensation
The 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. In addition, 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.
Pension and Retirement Benefits
Retirement 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 fully-insured monthly lifetime annuity contracts 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.
Supplemental 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 (“TRA”). 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 their 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 for Allan L. Bridgford and Hugh Wm. Bridgford. 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.
Bridgford 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. No amounts are contributed by the Company unless the employee elects to make a pretax contribution to the plan.
Non-Qualified Deferred Compensation
Effective 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.
Perquisites and Other Benefits
The 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.
The Company provides post-retirement healthcare 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 plan is subject to annual renewal by the Board of Directors and may be discontinued at the Board’s discretion. The plan was renewed for one year at the Board of Directors meeting held in December 2011. The combined cost of this plan during fiscal year 2011 was $138,000 for all active and retired participants.
The Company pays life and disability insurance premiums on policies under which the Company’s President is the named owner and beneficiary.
Employment Agreements
The Company currently does not have any employment, 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.
Tax and Accounting Implications
The Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that it may not deduct non-performance-based compensation of more than $1,000,000 that is paid to its executive officers. 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 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 Committee in recent years and is not expected to be a concern for the foreseeable future.
Shareholder Advisory Vote on Executive Compensation and Frequency of Advisory Vote
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company held its first advisory (non-binding) shareholder vote on the compensation of the Company’s named executive officers (commonly known as a “say-on-pay” proposal), and its first shareholder vote on the frequency of such say-on-pay proposal, at its 2011 Annual Meeting of Shareholders. At such meeting, the shareholders of the Company approved the overall compensation of the Company’s named executive officers and elected to hold a say-on-pay vote every three years. Accordingly, the Company’s next say-on-pay proposal will be included in its proxy statement for its 2014 Annual Meeting of Shareholders.
Summary Compensation Table
The table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s NEOs during fiscal years 2009, 2010 and 2011, respectively. Each of the NEOs named below are also members of the Executive Committee, which 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
|
Year
|
Base
Salary
|
Bonus(1)
|
Stock
Awards(2)
|
Option
Awards(3)
|
Non-Equity
Incentive Plan
Compensation(4)
|
Change in Pension
Value and Non-
Qualified Deferred Compensation
Earnings(5)
|
All Other
Compensation(6)
|
Total
|
|
Allan L. Bridgford
Member of the Executive Committee; Former Senior Chairman of the Board
|
2011
2010
2009
|
138,268
135,557
131,609
|
0
115,338
147,042
|
—
—
—
|
—
—
—
|
—
—
—
|
168,336
0
0
|
0
0
0
|
306,604
250,895
278,651
|
|
Hugh Wm. Bridgford
Vice President and Chairman of the Executive Committee
|
2011
2010
2009
|
187,017
225,929
219,348
|
0
192,230
245,070
|
—
—
—
|
—
—
—
|
—
—
—
|
161,136
0
0
|
9,800
10,130
9,799
|
357,953
428,289
474,217
|
|
William L. Bridgford
Chairman of the Board; Member of the Executive Committee (Principal Executive Officer)
|
2011
2010
2009
|
230,447
225,929
219,348
|
0
192,230
245,070
|
—
—
—
|
—
—
—
|
—
—
—
|
264,340
98,762
162,676
|
9,800
12,305
8,774
|
504,587
529,226
635,868
|
|
John V. Simmons
President; Member of the Executive Committee
|
2011
2010
2009
|
230,447
225,929
219,348
|
0
192,230
245,070
|
—
—
—
|
—
—
—
|
—
—
—
|
103,091
12,404
96,549
|
34,176
34,601
33,150
|
367,715
465,164
594,117
|
|
Raymond F. Lancy
Chief Financial Officer,
Vice President and Treasurer (Principal Financial Officer)
|
2011
2010
2009
|
230,447
225,929
219,348
|
0
192,230
245,070
|
—
—
—
|
—
—
—
|
—
—
—
|
228,494
98,959
131,463
|
9,800
10,219
8,559
|
468,741
527,337
604,440
|
_______________
|
(1)
|
No discretionary cash bonuses were paid to the NEOs with respect to fiscal year 2011. Discretionary cash bonuses earned by each of the NEOs in fiscal year 2009 and fiscal year 2010 are being paid in three equal annual installments beginning in January 2010 and January 2011, respectively.
|
|
(2)
|
The Company did not grant any stock awards to any of the NEOs during fiscal years 2009, 2010 or 2011.
|
|
(3)
|
The Company did not grant any option awards to any of the NEOs during fiscal years 2009, 2010 or 2011.
|
|
(4)
|
The Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal year 2011. 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 are ultimately subject to the discretion of the Compensation Committee. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers – Discretionary Cash Bonuses.”
|
|
(5)
|
This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all defined benefit and actuarial pension plans. In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit and actuarial 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. In addition, to the extent that the change in present value of any particular defined benefit or actuarial 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 actuarial pension plans. The aggregate negative change in the present value of the non-qualified deferred compensation plan and pension and retirement benefits for certain NEOs in certain fiscal years was as follows: (i) fiscal year 2010 (Allan L. Bridgford, ($107,334)) and (Hugh Wm. Bridgford, ($118,466)), and (ii) fiscal year 2009 (Allan L. Bridgford, ($20,322)) and (Hugh Wm. Bridgford, ($18,663)).
|
|
(6)
|
Includes matching contributions to the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEOs. In addition, the amount for Mr. Simmons includes premiums in the amount of $24,376 for life and disability insurance policies issued for the benefit of Mr. Simmons and his designees.
|
Narrative to Summary Compensation Table
See “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.
Grants of Plan-Based Awards
There 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 2011, 2010 or 2009.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding options or stock awards held by any NEO as of October 28, 2011.
Option Exercises and Stock Vested
There were no shares acquired upon the exercise of stock options or vesting of stock awards by any NEO during fiscal years 2009, 2010 or 2011.
Pension Benefits
The tables below provide information concerning retirement plan benefits for each NEO and payments due upon certain termination scenarios.
Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation
Normal Retirement: 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.
Early Retirement: 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.
Death Benefits: 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.
Disability Benefits: A disability benefit is the accrued pension credited to a participant as of the date of disability.
The years of credited service, present value of accumulated plan benefits and payments made during the fiscal year were as follows:
For the Fiscal Year ended October 28, 2011:
|
Name
|
|
Number of Years
Credited Service
|
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Fiscal Year
|
|
|
Allan L. Bridgford
|
|
53
|
|
|
$
|
968,103
|
|
|
$
|
72,044
|
|
|
Hugh Wm. Bridgford
|
|
55
|
|
|
$
|
833,053
|
|
|
$
|
51,854
|
|
|
William L. Bridgford
|
|
38
|
|
|
$
|
499,622
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
32
|
|
|
$
|
400,142
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
19
|
|
|
$
|
365,384
|
|
|
$
|
—
|
|
|
(1)
|
The assumed discount rate used was 4.65% to compute the present value of the accumulated benefit. The RP-2000 Combined Mortality Table was used and an expected return on assets of 8.0% was assumed.
|
For the Fiscal Year ended October 29, 2010:
|
Name
|
|
Number of Years
Credited Service
|
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Fiscal Year
|
|
|
Allan L. Bridgford
|
|
52
|
|
|
$
|
799,767
|
|
|
$
|
71,419
|
|
|
Hugh Wm. Bridgford
|
|
54
|
|
|
$
|
671,917
|
|
|
$
|
51,403
|
|
|
William L. Bridgford
|
|
37
|
|
|
$
|
374,466
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
31
|
|
|
$
|
297,051
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
18
|
|
|
$
|
276,074
|
|
|
$
|
—
|
|
| ____________ |
|
(1)
|
The assumed discount rate used was 5.45% to compute the present value of the accumulated benefit. The RP-2000 Combined Mortality Table was used and an expected return on assets of 8.0% was assumed.
|
For the Fiscal Year ended October 30, 2009:
|
Name
|
|
Number of Years
Credited Service
|
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Fiscal Year
|
|
|
Allan L. Bridgford
|
|
51
|
|
|
$
|
835,956
|
|
|
$
|
71,989
|
|
|
Hugh Wm. Bridgford
|
|
53
|
|
|
$
|
713,754
|
|
|
$
|
51,808
|
|
|
William L. Bridgford
|
|
36
|
|
|
$
|
358,735
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
30
|
|
|
$
|
284,647
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
17
|
|
|
$
|
260,146
|
|
|
$
|
—
|
|
| ____________ |
|
(1)
|
The assumed discount rate used was 5.75% to compute the present value of the accumulated benefit. The RP-2000 Combined Mortality Table was used and an expected return on assets of 8.00% was assumed.
|
Supplemental Executive Retirement Plan (SERP)
Payment 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.
Normal Retirement: 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 and continue until death.
Early Retirement: 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.
Death Benefits: 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.
Disability Benefits: A disability benefit is the vested percentage of SERP benefit credited to a participant as of the date of disability.
The present value of accumulated plan benefits and payments made during the fiscal year were as follows:
For the Fiscal Year ended October 28, 2011:
|
Name
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Last Fiscal Year
|
|
|
Allan L. Bridgford
|
|
$
|
217,101
|
|
|
$
|
51,528
|
|
|
Hugh Wm. Bridgford
|
|
$
|
257,343
|
|
|
$
|
61,080
|
|
|
William L. Bridgford
|
|
$
|
1,219,308
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
1,219,308
|
|
|
$
|
—
|
|
| ____________ |
|
(1)
|
A 4.65% discount rate was used to compute the present values.
|
For the Fiscal Year ended October 29, 2010:
|
Name
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Last Fiscal Year
|
|
|
Allan L. Bridgford
|
|
$
|
247,763
|
|
|
$
|
51,528
|
|
|
Hugh Wm. Bridgford
|
|
$
|
293,688
|
|
|
$
|
61,080
|
|
|
William L. Bridgford
|
|
$
|
1,080,124
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
1,080,124
|
|
|
$
|
—
|
|
| ____________ |
|
(1)
|
A 6.25% discount rate was used to compute the present values.
|
For the Fiscal Year ended October 30, 2009:
|
Name
|
|
Present Value
of Accumulated
Benefit (1)
|
|
|
Payments During
Last Fiscal Year
|
|
|
Allan L. Bridgford
|
|
$
|
277,293
|
|
|
$
|
51,528
|
|
|
Hugh Wm. Bridgford
|
|
$
|
328,692
|
|
|
$
|
61,080
|
|
|
William L. Bridgford
|
|
$
|
997,093
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
997,093
|
|
|
$
|
—
|
|
| ____________ |
|
(1)
|
A 7.00% discount rate was used to compute the present values.
|
The following table estimates the present value of SERP benefits under different employment termination scenarios as of October 28, 2011:
|
|
|
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)
|
|
|
Allan L. Bridgford
|
|
$
|
217,101
|
|
|
$
|
217,101
|
|
|
$
|
217,101
|
|
|
$
|
217,101
|
|
|
Hugh Wm. Bridgford
|
|
$
|
257,343
|
|
|
$
|
257,343
|
|
|
$
|
257,343
|
|
|
$
|
257,343
|
|
|
William L. Bridgford (2)
|
|
$
|
621,801
|
|
|
$
|
1,219,308
|
|
|
$
|
1,219,308
|
|
|
$
|
1,219,308
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy (2)
|
|
$
|
621,801
|
|
|
$
|
1,219,308
|
|
|
$
|
1,219,308
|
|
|
$
|
1,219,308
|
|
| ____________ |
|
(1)
|
In each scenario above, the benefit amount shown is calculated at October 28, 2011. A 4.65% discount rate was used to compute the present values. 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.
|
|
(2)
|
Benefits for William L. Bridgford and Raymond F. Lancy are paid in the form of a monthly annuity. The actual payment amount for William L. Bridgford and Raymond F. Lancy would be determined using a discount rate similar to the rate required for qualified plans. The rate assumed for these estimates is 4.65%.
|
The following table estimates future SERP payments under different termination scenarios as of October 28, 2011:
|
Name
|
|
Payment Upon
Voluntary Termination
of Employment
|
|
Payment if
Disabled (1)
|
|
Death Benefit
from Plan (2)
|
|
Involuntary
Termination of
Employment Due
to Sale/Merger/
Acquisition (2)
|
|
Allan L. Bridgford
|
|
Continues to receive
$4,294 for another
56 months
|
|
Continues to receive
$4,294 for another
56 months
|
|
Continues to receive
$4,294 for another
56 months
|
|
Continues to receive
$4,294 for another
56 months
|
|
Hugh Wm. Bridgford
|
|
Continues to receive
$5,090 for another
56 months
|
|
Continues to receive
$5,090 for another
56 months
|
|
Continues to receive
$5,090 for another
56 months
|
|
Continues to receive
$5,090 for another
56 months
|
|
William L. Bridgford
|
|
$4,786 per month for 180 months beginning on 10/28/2011
|
|
$9,385 per month for 180 months commencing after disability
|
|
$9,385 per month for 180 months beginning just after death
|
|
Lump Sum payment due at termination of $1,219,307
|
|
John V. Simmons
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Raymond F. Lancy
|
|
$4,786 per month for 180 months beginning on 10/28/2011
|
|
$9,385 per month for 180 months commencing after disability
|
|
$9,385 per month for 180 months beginning just after death
|
|
Lump Sum payment due at termination of $1,219,307
|
| |
|
|
(1)
|
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.
|
|
(2)
|
Assumes death or involuntary termination on October 28, 2011. The discount rate used to calculate the per month payment or lump sum amount is 4.65%.
|
See “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
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 28, 2011.
|
Name
|
|
Executive
Contributions in
Fiscal Year
|
|
|
Company
Contributions in
Fiscal Year
|
|
|
Aggregate
Earnings in
Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at
Fiscal Year End
|
|
|
Allan L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,884
|
|
|
$
|
298,767
|
|
|
Hugh Wm. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,884
|
|
|
$
|
298,767
|
|
|
William L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 29, 2010.
|
Name
|
|
Executive
Contributions in
Fiscal Year
|
|
|
Company
Contributions in
Fiscal Year
|
|
|
Aggregate
Earnings in
Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at
Fiscal Year End
|
|
|
Allan L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,161
|
|
|
$
|
351,071
|
|
|
Hugh Wm. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,161
|
|
|
$
|
351,071
|
|
|
William L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 30, 2009.
|
Name
|
|
Executive
Contributions in
Fiscal Year
|
|
|
Company
Contributions in
Fiscal Year
|
|
|
Aggregate
Earnings in
Fiscal Year
|
|
|
Aggregate Withdrawals/ Distributions
|
|
|
Aggregate
Balance at
Fiscal Year End
|
|
|
Allan L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,081
|
|
|
$
|
398,696
|
|
|
Hugh Wm. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,081
|
|
|
$
|
398,696
|
|
|
William L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The following table estimates the present value of non-qualified deferred compensation benefits under different employment termination scenarios as of October 28, 2011:
|
|
|
Present Value
of Benefit at
Termination of
Employment
|
|
|
Present Value
of Benefit if Disabled
|
|
|
Present Value
of Benefit
Upon Death
|
|
|
Present Value
of Benefit Upon
Involuntary
Termination of
Employment Due to Sale/Merger/
Acquisition
|
|
|
Allan L. Bridgford
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
Hugh Wm. Bridgford
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
$
|
298,767
|
|
|
William L. Bridgford
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
John V. Simmons
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Raymond F. Lancy
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allan L. Bridgford and Hugh Wm. Bridgford each currently receive a monthly deferred compensation payment of $6,222. As of October 28, 2011, fifty-six (56) such monthly payments are remaining for these recipients.
The deferred compensation amounts are calculated using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus 2%. This 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.
See “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.
The table below summarizes the total compensation paid by the Company to directors who were not NEOs during fiscal year 2011. Directors who were NEOs did not receive any additional compensation for their services as directors.
|
Name
|
|
Fees Earned
or Paid Cash
|
|
|
Stock
awards
|
|
|
Option
awards
|
|
|
Non-Equity
Incentive Plan
Compensation
|
|
|
Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings(1)
|
|
|
All Other
Compensation
|
|
|
Total
|
|
|
Todd C. Andrews
|
|
$ |
22,350 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
22,350 |
|
|
Allan Bridgford, Jr.(2)
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Richard A. Foster
|
|
$ |
22,850 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
22,850 |
|
|
Robert E. Schulze (3)
|
|
$ |
21,250 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
54,191 |
|
|
$ |
— |
|
|
$ |
75,441 |
|
|
D. Gregory Scott
|
|
$ |
21,800 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,800 |
|
|
Paul R. Zippwald
|
|
$ |
23,400 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
23,400 |
|
| ____________ |
|
(1)
|
The amount reflected above includes the change in present value of the defined benefit pension plan, assuming a discount rate of 4.65%, and the SERP and Non-Qualified Deferred Compensation Plan, assuming a discount rate of 4.65%. Mr. Schulze received contributions to such plans as an employee of the Company prior to his retirement on June 30, 2004.
|
|
(2)
|
Mr. Bridgford was appointed to the Board to fill the vacancy created by the resignation of his father, Allan L. Bridgford Sr., on October 10, 2011 and did not receive any compensation as a member of the Board in fiscal year 2011.
|
|
(3)
|
Mr. Schulze resigned from his position on the Board on October 10, 2011.
|
The Company uses cash compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting director compensation, the Company 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.
The directors are not paid an annual retainer for their service on the Board. Instead, each non-employee director was paid $1,500 for each of the first two Board meetings attended during fiscal year 2011 and $1,600 for each subsequent Board meeting attended in fiscal year 2011. Members of the Audit Committee were paid $300 to $550 for each Audit Committee meeting attended depending on the length of the meeting. The members of the Compensation Committee were not paid any additional compensation for their service. In addition, the directors were not paid any additional compensation for their service on the Nominating Committee.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company's general legal counsel is the son of Allan L. Bridgford. For his legal counsel, he currently is paid a fee of $1,500 to $1,600 for each Board of Directors meeting attended. Total fees paid under this arrangement were $19,000 in fiscal year 2011 and $16,050 in fiscal year 2010. 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 under this arrangement for each of fiscal years 2011 and 2010 were approximately $62,212 and $70,000, respectively. Other than the relationship noted above, the Company is not aware of any related party transactions that would require disclosure as a related party transaction under SEC rules.
The 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 is set forth in the Amended and Restated Audit Committee Charter, which was approved on November 8, 2010 and is attached as Exhibit A to the Company’s proxy statement for its 2011 Annual Meeting of Shareholders filed with the SEC on February 18, 2011.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has, subject to ratification by the shareholders, appointed Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 2, 2012.
The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to ratify the appointment of Squar, Milner, Peterson, Miranda and Williamson, LLP. Abstentions will have the same effect as votes against the Proposal. Brokers have discretion to vote uninstructed shares with respect to this Proposal. Accordingly, broker non-votes will not occur with respect to this Proposal.
Proxies received in response to this solicitation will be voted “FOR” the approval of Squar, Milner, Peterson, Miranda & Williamson, LLP unless otherwise specified in the proxy In the event of a negative vote on such ratification, the Audit Committee of the Board of Directors will reconsider its selection. Representatives of Squar, Milner, Peterson, Miranda & Williamson, LLP will be present at the meeting and available to respond to questions. They will have the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING NOVEMBER 2, 2012.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Fees billed by Squar, Milner, Peterson, Miranda & Williamson, LLP 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 year 2011 totaled $122,040. Fees billed by Squar, Milner, Peterson, Miranda & Williamson, LLP 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 year 2010 totaled $151,200.
Audit-Related Fees
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. Fees billed by Squar, Milner, Peterson, Miranda & Williamson, LLP during fiscal year 2010 for these types of services totaled $5,500. There were no audit-related fees billed by Squar, Milner, Peterson, Miranda & Williamson, LLP for fiscal year 2011.
Tax Fees
Tax 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. There were no tax fees billed by Squar, Milner, Peterson, Miranda & Williamson, LLP for fiscal year 2011 or fiscal year 2010.
All Other Fees
All other fees are comprised of fees for initial planning for certification of internal controls over financial reporting. No such fees were billed by Squar, Milner, Peterson, Miranda & Williamson, LLP for fiscal year 2011 or fiscal year 2010.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT ACCOUNTANTS
The 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 2011 and 2010, the Audit Committee approved all such services rendered by its independent registered public accountants. For audit 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.
For 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.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on January 9, 2012, the Audit Committee reports that it has: (i) reviewed and discussed the Company’s audited financial statements with management; (ii) discussed with the independent registered public accountants the matters (such as the quality of the Company’s accounting principles and internal controls) required to be discussed by the Statement on Auditing Standards No. 61, amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and (iii) received the written disclosures and the letter from Squar, Milner, Peterson, Miranda & Williamson, LLP regarding its communications with the audit committee concerning independence, and has discussed with them their independence. Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s annual report for the Company’s fiscal year ended October 28, 2011.
AUDIT COMMITTEE
Todd C. Andrews, Chairman
Richard A. Foster
D. Gregory Scott
Paul R. Zippwald
The foregoing Audit Committee Report shall not be deemed soliciting material, shall not be deemed filed with the SEC and shall not be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2013 Annual Meeting of Shareholders must be received at the Company’s principal office no later than November 2, 2012 in order to be considered for inclusion in the proxy statement and form of proxy relating to that meeting. Matters pertaining to such proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other aspects are regulated by the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission.
Additionally, if the Company is not provided notice of a shareholder proposal, which the shareholder has not previously sought to include in the Company’s proxy statement, by January 10, 2013, the Company will be allowed to use its discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement.
HOUSEHOLDING; SHAREHOLDERS SHARING THE SAME ADDRESS
The SEC rules permit brokers and other persons who hold the Company's shares for beneficial owners, to participate in a practice known as “householding,” which means that only one copy of the proxy statement and annual report will be sent to multiple shareholders who share the same address unless other instructions are provided to the Company. Householding is designed to reduce printing and postage costs and therefore results in cost savings for the Company. If you receive a household mailing this year and would like to have additional copies of this proxy statement and/or the 2011 Annual Report mailed to you, or if you would like to opt out of this practice for future mailings, please contact your broker or other nominee record holder, or submit your request to Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California 92801, Attention: Corporate Secretary. Upon receipt of any such request, the Company agrees to promptly deliver a copy of this proxy statement and/or the 2011 Annual Report to you. In addition, if you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above.
OTHER MATTERS
The Board of Directors is not aware of any matters to be acted upon at the meeting other than the Proposals described in this proxy statement. If, however, any other matter shall properly come before the meeting, the persons named in the proxy accompanying this statement will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment.
FORM 10-K
The Corporation will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the Annual Report of the Corporation on Form 10-K for the fiscal year ended October 28, 2011, as such was filed with the SEC, including financial statements and associated schedules. Such report was filed with the SEC on January 17, 2012 and is available on the SEC’s website at www.sec.gov, as well as the Company’s website at http:// www.bridgford.com. Requests for copies of such report should be directed to Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California 92801, Attention: Corporate Secretary.
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BRIDGFORD FOODS CORPORATION
2012 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 21, 2012
The undersigned shareholder of BRIDGFORD FOODS CORPORATION, a California corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated February 24, 2012, and hereby appoints Hugh Wm. Bridgford and Allan Bridgford, Jr., and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2012 Annual Meeting of Shareholders of BRIDGFORD FOODS CORPORATION, to be held on March 21, 2012 at 10:00 a.m., Pacific time, at the principal offices of the Company, which are located at 1308 North Patt Street, Anaheim, California 92801 and at any adjournment thereof, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below:
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF THE EIGHT DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP, AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING NOVEMBER 2, 2012 AND, AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued, and to be marked, dated and signed, on the other side)
BRIDGFORD FOODS CORPORATION
2012 ANNUAL MEETING OF SHAREHOLDERS
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
Please mark your
votes like this ý
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1.
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ELECTION OF DIRECTORS
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FOR all
nominees listed
to the left
¨
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WITHHOLD AUTHORITY to vote
(except as marked to the contrary
for all nominees listed to the left)
¨
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01 William L. Bridgford 05 Todd C. Andrews
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02 Allan Bridgford, Jr. 06 D. Gregory Scott
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03 Bruce H. Bridgford 07 Richard A. Foster
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04 John V. Simmons 08 Paul R. Zippwald
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(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)
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FOR
|
AGAINST
|
ABSTAIN
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2.
|
PROPOSAL TO RATIFY APPOINTMENT OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR ENDING NOVEMBER 2, 2012:
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¨
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¨
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¨
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and in their discretion, upon such other matter or matters that may properly come before the Annual Meeting, or any postponements or adjournments thereof.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature __________________________ Signature ___________________________ Date _______________________, 2012
(This proxy should be marked, dated and signed by the shareholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.)