Seneca Foods Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three directors (Peter R. Call, Kraig H. Kayser, and Bruce E. Ware) to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation awarded to the Company’s named executive officers for 2026 as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the overall compensation paid to the Company's named executive officers for 2026 as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder reaffirmation of its pay philosophy, which emphasizes attracting and retaining executives, rewarding performance linked primarily to Return on Invested Capital (ROIC) and aligning management interests with long-term shareholder value. The Compensation Committee administers pay and sets targets under the Executive Profit Sharing Bonus Plan, which uses ROIC as the primary performance metric and produced a maximum payout band in fiscal 2026. The advisory vote is non-binding but the Board and Compensation Committee intend to review and take the vote’s outcome into account in designing future compensation. Management frames its recommendation on strong prior shareholder support (over 99% in 2023) and on pay-for-performance alignment evidenced by the use of both cash incentives and multi-year restricted stock awards. The company notes that the say-on-pay occurs every three years per prior shareholder preference and that this vote is intended to address overall compensation rather than specific individual elements. Potential governance considerations include the extent to which payouts are formulaic versus discretionary, reliance on ROIC (which excludes LIFO inventory impacts), and the lack of external consultant engagement for executive pay benchmarking. For an analyst evaluating the proposal, material factors include the compensation mix (base salary, a profit-sharing bonus tied to ROIC, restricted stock awards, and pension/deferred compensation), historical shareholder support, and the Committee’s stated willingness to consider the vote outcome when setting future pay. Given management’s strong rationale and historical shareholder support, the Board recommends a vote FOR but shareholders should assess whether the disclosed arrangements sufficiently align incentives, manage risk, and provide appropriate transparency and benchmarking.

3. 3

   Approval of the Seneca Foods Corporation 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Seneca Foods Corporation 2026 Equity Incentive Plan (the "2026 Plan"), which would replace the 2007 Equity Incentive Plan and reserve 120,000 shares for awards of restricted stock and restricted stock units to eligible employees, subject to shareholder approval.

   More detail

   The 2026 Equity Incentive Plan proposal requests shareholder approval to adopt a new equity plan reserving 120,000 shares for restricted stock and restricted stock units to incentivize and retain officers and other key employees, and to replace the Predecessor Plan. Management is seeking approval because, under the 2026 Plan terms and Nasdaq rules, shareholder consent is required for awards to be valid and for the Company to grant new awards under the new vehicle; absent approval, no awards will be granted under the new plan and the Predecessor Plan will remain in effect for outstanding awards only. The plan is administered by the Compensation Committee which retains broad discretion over award types, sizes, vesting conditions, and delegations (subject to Section 16 limitations for reporting persons), enabling flexibility in structuring performance- and service-based awards aligned with corporate objectives. Material plan features include reissuance of forfeited shares (with the exception of shares withheld for tax withholding), customary anti-dilution adjustments for corporate events, change-in-control vesting provisions (including pro rata vesting for performance-conditioned awards), a ten-year plan term, and limits on Board amendments without shareholder approval. For governance analysis, key considerations include the share reserve size relative to outstanding shares (120,000 shares), the absence of option grants (plan permits only restricted stock and RSUs), the Committee’s broad discretion (which can be positive for agility but raises potential governance and dilution concerns), and the interplay with existing executive compensation programs such as the ROIC-linked Executive Profit Sharing Bonus Plan. The Board recommends FOR approval on the basis that the plan will help attract and retain talent and better align employee interests with shareholders, and because shareholder approval is required for Nasdaq compliance; however, shareholders should evaluate expected dilution, grant practices, performance metric design, and the Committee’s governance and clawback/recoupment provisions when deciding how to vote. Given the plan’s replacement of the Predecessor Plan and its relatively modest share reserve compared to many broad-based equity programs, an analyst should weigh the potential benefits of retaining and motivating key employees against dilution and oversight safeguards the Company has in place.

4. 4

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Non-binding advisory vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

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When is the Seneca Foods Corp 2026 annual meeting?

Seneca Foods Corp (SENEA) holds its 2026 annual shareholder meeting on Thursday, August 6, 2026.

What is the record date for the Seneca Foods Corp 2026 meeting?

The record date for the Seneca Foods Corp 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Seneca Foods Corp's 2026 meeting?

The board is presenting 3 director nominees at the Seneca Foods Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Seneca Foods Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Seneca Foods Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.