UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2022 (
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12 (b) of the Act:
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| (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | Other Events. |
As previously reported on a Current Report on Form 8-K filed on November 2, 2021, the Board of Directors (the “Board”) of John B Sanfilippo and Son, Inc. (the “Company”) announced that it was contemplating the adoption of an anti-pledging policy for directors and executive officers with respect to directly owned stock. To that end, on January 27, 2022, the Board adopted an anti-pledging policy (the “Policy”) for directors and executive officers with respect to directly owned Common Stock or Class A Common Stock of the Company (collectively, “Common Stock”), which policy is effective immediately.
Pursuant to the Policy, among other things, directors and executive officers cannot pledge any shares of Common Stock that such director or executive officer directly owns. The Board determined to adopt the Policy in response to stockholder feedback and as a good governance measure. A copy of the Policy is posted on the Company’s website under the “Corporate Governance” section at https://jbssinc.com/investors/corporate-governance.
References to our website addressed in this Form 8-K are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHN B. SANFILIPPO & SON, INC. (Registrant) | ||||||
| Date: January 31, 2022 | By: | /s/ Frank S. Pellegrino | ||||
| Name: | Frank S. Pellegrino Chief Financial Officer, Executive Vice President, Finance and Administration | |||||