Seneca Foods Corp

1. 1

   Approval to Effect a Forward Five-for-One Stock Split

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation to effect a five-for-one forward stock split, proportionately increase authorized capital stock, reduce the par value of specified common and preferred stock, and reduce the stated value, dividend rate, redemption price, and conversion price of designated Class A Preferred Stock series.

   More detail

   Proposal 1 asks shareholders to approve an amendment implementing a five-for-one forward split of the Company’s outstanding Common Stock and specified preferred stock. The amendment would increase the authorized shares of Class A Common Stock from 20 million to 100 million and Class B Common Stock from 10 million to 50 million, with corresponding increases for specified preferred stock classes and series. It would reduce the par value of the common stock and 6% Preferred Stock from $0.25 to $0.05 per share. It would also proportionately reduce the stated values, dividend rates, redemption prices, and conversion price applicable to the designated preferred stock so aggregate economic rights and conversion ratios remain substantially unchanged. The Company states that its Common Stock price has risen significantly and that the split is intended to make the shares more accessible to current and prospective investors and support market liquidity. Because the Certificate requires both common-stock classes to be split proportionally, the transaction applies equally to Class A and Class B Common Stock. The proposal is conditioned on approval of Proposal 2, and neither amendment will be adopted unless both amendments are approved. The Board also notes that the authorized-share increase could have anti-takeover implications, but states that the proposal is not being made in response to any effort to accumulate stock or obtain control. The Board unanimously recommends voting FOR the proposal and reserves discretion not to proceed before filing if it later determines the transaction is no longer in the Company’s or shareholders’ best interests.

2. 2

   Approval to Remove the Preferred Stock Without Par Value from the Authorized Shares of the Company

   ManagementBoard: FOR

   Approve an amendment deleting the Certificate provision authorizing 30,000 shares of Preferred Stock Without Par Value, a class for which no series has been designated and no shares have been issued.

   More detail

   Proposal 2 asks shareholders to amend the Restated Certificate of Incorporation to eliminate the authorized Preferred Stock Without Par Value. The current Certificate authorizes 30,000 shares of this class and permits the Board to issue the shares in series subject to legal limitations. The Company states that the Board has never designated a series of this class. It also states that no shares of the Preferred Stock Without Par Value have ever been issued. Approval would delete Section (c) of Article 4 in its entirety and remove related references elsewhere in the Certificate. The proposal is primarily a capitalization-cleanup measure because the unused class has no current holders or outstanding economic rights. It is linked to Proposal 1 because both Proposed Amendments must be approved before either can be adopted. The Company expects to file the amendments promptly after the Special Meeting if shareholders approve them and the Board elects to proceed. The Board unanimously approved and declared the amendment advisable. The Board unanimously recommends that shareholders vote FOR Proposal 2.

3. 3

   Other Business

   Management

   Transact such other business as may properly come before the Special Meeting.

   More detail

   Proposal 3 is a customary authorization covering any other business properly brought before the Special Meeting. The Company states that it does not know of any additional matters expected to be presented. If another matter is properly presented, the persons designated as proxies may vote the represented shares in accordance with their judgment. This item is not a request for approval of a specifically identified corporate action. It gives proxy holders discretionary authority for unforeseen matters that satisfy the meeting’s procedural requirements. The filing does not identify a separate substantive recommendation from the Board for this item. Shares held in street name may not be voted by a broker on other business unless the broker receives shareholder instructions. The proposal therefore functions as a procedural catch-all rather than an independent transaction or governance change. No shareholder proponent is identified. The proxy statement’s substantive recommendations are limited to voting FOR Proposals 1 and 2.

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When is the Seneca Foods Corp 2026 special meeting?

Seneca Foods Corp (SENEA) holds its 2026 special shareholder meeting on Wednesday, November 4, 2026.

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

The record date for the Seneca Foods Corp 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

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

Shareholders will vote on 3 proposals at the Seneca Foods Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.