1. | To elect three directors to serve until the Annual Meeting of shareholders in |
2. |
To ratify the appointment of BDO USA, LLP as the |
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
TABLE OF CONTENTS | ||||
1 | ||||
4 | ||||
Information Concerning Directors | 4 | |||
6 | ||||
Independent Directors | 6 | |||
Leadership Structure | 6 | |||
Board Oversight of Risk Management | 7 | |||
Committees and Meeting Data | 7 | |||
Nominating Procedures | 8 | |||
Board Attendance at Meetings | 8 | |||
Shareholder Communication With the Board | 8 | |||
Report of the Audit Committee | 8 | |||
10 | ||||
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS | 11 | |||
Compensation Discussion and Analysis | 11 | |||
Report of the Compensation Committee | 15 | |||
Summary Compensation Table | 16 | |||
Grants of Plan-Based Awards in Fiscal Year | 2015 | 17 | ||
Outstanding Equity Awards at | 17 | |||
Option Exercises and Stock Vested in Fiscal Year | 2015 | 18 | ||
Pension Benefits | 18 | |||
Compensation of Directors | 19 | |||
Compensation Committee Interlocks | 19 | |||
Certain Transactions and Relationships | 20 | |||
21 | ||||
Security Ownership of Certain Beneficial Owners | 21 | |||
Security Ownership of Management and Directors | 24 | |||
Section 16(a) Beneficial Ownership Reporting Compliance | 26 | |||
ACCOUNTING FIRM | 26 | |||
Principal Accountant Fees and Services | 26 | |||
OTHER MATTERS | 27 | |||
DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE | 27 | |||
27 | ||||
Proposals for the | 27 | |||
Proposals to be Introduced at the Annual Meeting but not Intended to be Included | ||||
in the | 27 |
· | By Mail:Vote, sign, date your card and mail it in the postage-paid envelope. |
· | In Person:At the Annual Meeting. |
PROPOSAL ONE: ELECTION OF DIRECTORS |
In accordance with our Bylaws, the Board of Directors has fixed the number of directors at nine. The Board of Directors is divided into three classes, as equal in number as possible, having staggered terms of three years each. Therefore, at this annual meeting three directors will be elected to serve until the annual meeting in 2018 and until each of their successors is duly elected and shall qualify. |
The Board of Directors unanimously recommends a vote FOR the election of each of the nominees listed below. Messrs. Baer, Kayser and Paulson are currently serving as directors of the Company and were elected at the 2012 Annual Meeting of Shareholders. |
Unless instructed otherwise, proxies will be voted FOR the election of the three nominees listed below. Although the directors do not contemplate that any of the nominees will be unable to serve prior to the Meeting, if such a situation arises, the enclosed proxy will be voted in accordance with the best judgment of the person or persons voting the proxy. |
Information Concerning Directors |
The following biographies of each of the Director nominees, as well as the Directors whose terms continue beyond the Annual Meeting, contains information regarding that |
Nominees Standing for Election at the Annual Meeting |
Arthur H. Baer, age |
Kraig H. Kayser, age |
Thomas Paulson, age |
Directors whose Terms Expire in 2016 |
John P. Gaylord, age |
Susan A. Henry, age |
Susan W. Stuart, age |
Directors whose Terms Expire in 2017 |
Peter R. Call, age 58 − Mr. Call is President of My-T Acres, Inc., a vegetable and grain farm. He was President of Pro-Fac Cooperative, Inc. from 2003-2013 and a member of its board of directors from 2000-2013. Mr. Call also serves as president of Farm Fresh First, LLC, and has done so since 2007. Farm Fresh First, LLC, is an agricultural business that manages fruit and vegetable production and marketing. Mr. Call also served on the Board of Directors of Birds Eye Foods from 2002-2009. He has served as a director of the Company since 2011. Mr. Call received his Bachelor of Science (B.S.) degree from Cornell University in 1979. |
Samuel T. Hubbard, Jr., age 65 − Mr. Hubbard was elected President and Chief Operating Officer (COO) of Genesee Corp., a NASDAQ listed company in 1999. He was subsequently elected Chief Executive Officer (CEO) of Genesee and in late 2000 led a management buyout of Genesee Brewing Company which later became High Falls Brewing Company, LLC. He served as Chairman and CEO of High Falls from 2001 through 2007 and subsequently as Chairman until 2009. Mr. Hubbard has served as CEO of Alling and Cory Company from 1986-1998. He served as COO of Homewise, Inc., a not-for-profit provider of affordable housing services including real estate development until 2011. He has served on the public boards of M&T Bank Corp., RGS, Inc. and Genesee Corp. He has served as a director of the Company since 2011. Mr. Hubbard received a Bachelor of Arts (B.A.) degree from Denison University and his Master of Business Administration (M.B.A) degree from the University of Rochester. |
Arthur S. Wolcott, age 89 − Mr. Wolcott founded the Company and has served as a director and as the Chairman of the Board since 1949. His leadership experience and extensive industry knowledge provide valuable insight to the Board of Directors in formulating and executing the Company's strategy. In 2008, Mr. Wolcott received the Forty-Niner Service Award, the food processing industry's highest award in recognition of his career spanning six decades in the food processing industry. Mr. Wolcott graduated from Cornell University with a B.A. degree in Economics and is currently on the President's Council of Cornell University. He is the father of Susan W. Stuart, a director of the Company. |
BOARD GOVERNANCE |
Independent Directors |
Under the NASDAQ Global Market listing standards, at least a majority of the |
In making its determination with respect to Mr. Call, the Board considered his relationship with the Company as fully described in |
With respect to the five independent directors and nominees, there are no transactions, relationships or arrangements not requiring disclosure pursuant to Item 404(a) of Regulation S-K that were considered by the Board in determining that these individuals are independent under the NASDAQ listing standards. |
Leadership Structure |
Mr. Wolcott serves as the Chairman of the Board of Directors and has served in that capacity since 1949. Mr. Kayser serves as the Chief Executive Officer and has served in that capacity since 1993. Our Board of Directors has no specific policy regarding separation of the offices of Chairman of the Board and Chief Executive Officer. Although our bylaws permit the Chairman to serve as Chief Executive Officer, our Board has determined that separating these positions is currently in the best interest of the Company and our shareholders. As Chief Executive Officer, Mr. Kayser focuses on the strategy, leadership and day-to-day execution of our business plan while Mr. Wolcott provides oversight, direction and leadership to the Board. |
Our Board of Directors believes that it is able to effectively provide independent oversight of the |
Board Oversight of Risk Management |
The Company believes that its leadership structure allows the Directors to provide effective oversight of the |
Committees and Meeting Data |
The Board of Directors has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each member of each of these committees is |
The Audit Committee currently consists of Messrs. Baer, Gaylord, Hubbard and Paulson. The Audit Committee met four times during the fiscal year ended March 31, |
The Compensation Committee consists of Messrs. Paulson and Gaylord and Dr. Henry. The Compensation |
The Corporate Governance and Nominating Committee currently consists of Messrs. Hubbard and Paulson and Dr. Henry. The responsibilities of the Corporate Governance and Nominating Committee include assessing Board membership needs and identifying, screening, recruiting, and presenting director candidates to the Board, implementing policies regarding corporate governance matters, making recommendations regarding committee memberships and sponsoring and overseeing performance evaluations for the Board as a whole and the directors. The Corporate Governance and Nominating Committee met two times during the fiscal year ended March 31, |
Nominating Procedures |
The Board has not adopted specific minimum criteria for director nominees and although the Company does not have a formal policy or guidelines regarding diversity, the Company recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion. The Corporate Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to the |
Shareholder recommendations must be in writing and sent within the time periods set forth under the heading "Shareholder Proposals for the 2016 Annual Meeting addressed to the Chairman of the Corporate Governance and Nominating Committee, c/o Corporate Secretary, 3736 South Main Street, Marion, New York 14505, and should include a statement setting forth the qualifications and experience of the proposed candidates and basis for nomination. Any person recommended by shareholders of the Company will be evaluated in the same manner as any other potential nominee for director. |
Board Attendance at Meetings |
The Board of Directors held four meetings and acted by unanimous written consent two times during the fiscal year ended March 31, |
Shareholder Communication With the Board |
The Company provides an informal process for shareholders to send communications to the Board of Directors. Shareholders who wish to contact the Board of Directors or any of its members may do so in writing to Seneca Foods Corporation, 3736 South Main Street, Marion, New York 14505. Correspondence directed to an individual board member will be referred, unopened, to that member. Correspondence not directed to a particular board member will be referred, unopened, to the Chairman of the Audit Committee. |
Report of the Audit Committee |
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein. |
The Audit Committee of the Company is composed of four directors, each of whom meets the current independence and experience requirements of the NASDAQ Global Market and the SEC. The Audit Committee operates under a written charter which was originally adopted on May 27, 2004 and reviewed and reapproved on May |
Management is primarily responsible for the |
The Audit Committee meets at least quarterly and at such other times as it deems necessary or appropriate to carry out its responsibilities. Those meetings include, whenever appropriate, executive sessions with BDO USA without management being present. The Audit Committee met four times during the fiscal year ended March 31, |
On the basis of the reviews and discussions the Audit Committee has had with BDO USA and management, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of the |
Submitted by: |
THE AUDIT COMMITTEE |
Arthur H. Baer, Chair John P. Gaylord Samuel T. Hubbard, Jr. Thomas Paulson |
EXECUTIVE OFFICERS |
The following provides certain information regarding our executive officers. Each |
Arthur S. Wolcott, age |
Kraig H. Kayser, age |
Paul L. Palmby, age |
Timothy J. Benjamin, age |
Carl A. Cichetti, age |
Dean E. Erstad, age |
John D. Exner, age |
Cynthia L. Fohrd, age |
Aaron M. Girard, age 44 – Mr. Girard has been Senior Vice President of Logistics since 2010. |
Jeffrey L. Van Riper, age |
Sarah S. Mortensen, age |
· | attract and retain highly-qualified executives, |
· | motivate our executives to achieve our business objectives, |
· | reward our executives appropriately for their individual and collective contributions, and |
· | align our |
Bonus Target | Potential Bonus Payment (Percent of Base Salary) |
7.5% | 10% |
10% | 15% |
12.5% | 20% |
15% | 25% |
20% | 50% |
Summary Compensation Table | |||||||||||||||||||||
The following table summarizes, for the fiscal years ended March 31, 2015, 2014 and 2013, the amount of compensation earned by the named executive officers. | |||||||||||||||||||||
Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | |||||||||||||||
Arthur S. Wolcott | 2015 | $ | 581,792 | $ | - | $ | - | $ | - | $ | 581,792 | ||||||||||
Chairman of the Board | 2014 | 562,552 | - | 56,622 | - | 619,174 | |||||||||||||||
2013 | 517,933 | - | 103,839 | - | 621,772 | ||||||||||||||||
Kraig H. Kayser | 2015 | $ | 581,575 | $ | - | $ | - | $ | 5,200 | $ | 586,775 | ||||||||||
President and Chief Executive Officer | 2014 | 562,668 | - | 56,622 | 5,100 | 624,390 | |||||||||||||||
2013 | 518,030 | - | 103,839 | 5,000 | 626,869 | ||||||||||||||||
Timothy J. Benjamin | 2015 | $ | 216,876 | $ | 12,500 | $ | - | $ | 5,088 | $ | 234,464 | ||||||||||
Chief Financial Officer (3) | 2014 | 210,927 | 12,500 | 21,115 | 2,927 | 247,469 | |||||||||||||||
2013 | 165,577 | 12,500 | 34,167 | - | 212,244 | ||||||||||||||||
Paul L. Palmby | 2015 | $ | 345,594 | $ | 50,000 | $ | - | $ | 5,690 | $ | 401,284 | ||||||||||
Chief Operating Officer | 2014 | 336,471 | 50,000 | 33,647 | 5,595 | 425,713 | |||||||||||||||
2013 | 318,367 | 50,000 | 63,816 | 3,184 | 435,367 | ||||||||||||||||
Dean E. Erstad | 2015 | $ | 234,200 | $ | - | $ | - | $ | 5,601 | $ | 239,801 | ||||||||||
Senior Vice President, Sales | 2014 | 228,511 | - | 22,902 | 5,595 | 257,008 | |||||||||||||||
and Marketing | 2013 | 221,855 | - | 44,471 | 5,000 | 271,326 |
Summary Compensation Table | ||||||||||||||||||||||
The following table summarizes, for the fiscal years ended March 31, 2014, 2013 and 2012, the amount of compensation earned by the named executive officers. | ||||||||||||||||||||||
Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | ||||||||||||||||
Arthur S. Wolcott | 2014 | $ | 562,552 | $ | - | $ | 56,622 | $ | - | $ | 619,174 | |||||||||||
Chairman of the Board | 2013 | 517,933 | - | 103,839 | - | 621,772 | ||||||||||||||||
2012 | 502,848 | - | 126,018 | - | 628,866 | |||||||||||||||||
Kraig H. Kayser | 2014 | $ | 562,668 | $ | - | $ | 56,622 | $ | 5,100 | $ | 624,390 | |||||||||||
President and Chief Executive Officer | 2013 | 518,030 | - | 103,839 | 5,000 | 626,869 | ||||||||||||||||
2012 | 502,942 | - | 126,018 | 4,900 | 633,860 | |||||||||||||||||
Timothy J. Benjamin | 2014 | $ | 210,927 | $ | 12,500 | $ | 21,115 | $ | 2,927 | $ | 247,469 | |||||||||||
Chief Financial Officer (3) | 2013 | 165,577 | 12,500 | 34,167 | - | 212,244 | ||||||||||||||||
2012 | - | - | - | - | - | |||||||||||||||||
Paul L. Palmby | 2014 | $ | 336,471 | $ | 50,000 | $ | 33,647 | $ | 5,595 | $ | 425,713 | |||||||||||
Chief Operating Officer | 2013 | 318,367 | 50,000 | 63,816 | 3,184 | 435,367 | ||||||||||||||||
2012 | 309,094 | 50,000 | 77,447 | 3,638 | 440,179 | |||||||||||||||||
Dean E. Erstad | 2014 | $ | 228,511 | $ | - | $ | 22,902 | $ | 5,595 | $ | 257,008 | |||||||||||
Senior Vice President, Sales | 2013 | 221,855 | - | 44,471 | 5,000 | 271,326 | ||||||||||||||||
and Marketing | 2012 | 215,393 | - | 53,969 | 3,638 | 273,000 | ||||||||||||||||
_______________ | ||||||||||||||||||||||
(1) | Represents the total grant date fair value of stock awards on the date of the award. The fair values of these awards were based on the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Market on the date of grant. | |||||||||||||||||||||
(2) | Company’s matching contribution to its 401(k) Plan for each named executive officer and the amount of premium paid by the Company for group term life insurance on the named executive officer’s life. The value of perquisites and other personal benefits are not shown in the table because the aggregate amount of such compensation, if any, is less than $10,000 for each named executive officer. | |||||||||||||||||||||
(3) | Mr. Benjamin was appointed Chief Financial Officer on June 11, 2012. | |||||||||||||||||||||
Grants of Plan-Based Awards in Fiscal Year 2014 | |||||||
All Other Stock Awards: Number of Shares of Stock | |||||||
Grant Date Fair Value of Stock Awards | |||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | |||||||
Name | Grant Date | Threshold | Target | Maximum | |||
Arthur S. Wolcott | April 1, 2013 | $56,230 | $56,230 | $281,151 | |||
Chairman of the Board | |||||||
Kraig H. Kayser | April 1, 2013 | $56,230 | $56,230 | $281,151 | |||
President and Chief Executive | |||||||
Officer | |||||||
Timothy J. Benjamin | April 1, 2013 | $21,064 | $21,064 | $105,319 | |||
Chief Financial Officer | August 10, 2013 | 377 | $12,500 | ||||
Paul L. Palmby | April 1, 2013 | $33,502 | $33,502 | $167,511 | |||
Chief Operating Officer | August 10, 2013 | 1,509 | $50,000 | ||||
Dean E. Erstad | April 1, 2013 | $22,847 | $22,847 | $114,234 | |||
Senior Vice President, Sales | |||||||
and Marketing | |||||||
(1) | Represents the possible payouts under the Company’s Executive Profit Sharing Bonus Plan discussed in further detail on page 13. For fiscal year 2014, the Company’s pre-tax profits on a FIFO basis exceeded 7.5% of the Company's consolidated net worth at the end of the prior fiscal year. The actual amount earned by each named executive officer in fiscal 2014 is reported under the Non-Equity Incentive Plan Compensation shown is the Summary Compensation Table. |
_______________ | ||||||||||||
Company's matching contribution to its 401(k) Plan for each named executive officer and | ||||||||||||
Mr. Benjamin was appointed Chief Financial Officer on June 11, 2012. |
Grants of Plan-Based Awards in Fiscal Year 2015 | |||||||||||||||||||||
Grant Date Fair Value of Stock Awards | |||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | |||||||||||||||||||||
All Other Stock Awards: Number of Shares of Stock | |||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | |||||||||||||||||
Arthur S. Wolcott | April 1, 2014 | $ | 58,321 | - | $ | 291,604 | |||||||||||||||
Chairman of the Board | |||||||||||||||||||||
Kraig H. Kayser | April 1, 2014 | $ | 58,321 | - | $ | 291,604 | |||||||||||||||
President and Chief Executive | |||||||||||||||||||||
Officer | |||||||||||||||||||||
Timothy J. Benjamin | April 1, 2014 | $ | 21,749 | - | $ | 108,743 | |||||||||||||||
Chief Financial Officer | August 7, 2014 | 421 | $ | 12,500 | |||||||||||||||||
Paul L. Palmby | April 1, 2014 | $ | 34,657 | - | $ | 173,283 | |||||||||||||||
Chief Operating Officer | August 7, 2014 | 1,682 | $ | 50,000 | |||||||||||||||||
Dean E. Erstad | April 1, 2014 | $ | 23,475 | - | $ | 117,375 | |||||||||||||||
Senior Vice President, Sales | |||||||||||||||||||||
and Marketing | |||||||||||||||||||||
(1 | ) | Represents the possible payouts under the Company's Executive Profit Sharing Bonus Plan discussed in further detail on page 13. For fiscal year 2015, the Company's pre-tax profits on a FIFO basis did not meet or exceed the threshold performance measure, accordingly no bonuses were accrued or paid for fiscal year 2015. |
Outstanding Equity Awards at 2015 Fiscal Year-End | ||||||||||||
Stock Awards | ||||||||||||
Number of Shares of Restricted Stock That Have Not Vested | Market Value of Shares of Restricted Stock That Have Not Vested (1) | |||||||||||
Name | (# | ) | ($) | |||||||||
Arthur S. Wolcott | -- | -- | ||||||||||
Chairman of the Board | ||||||||||||
Kraig H. Kayser | -- | -- | ||||||||||
President and Chief Executive Officer | ||||||||||||
Timothy J. Benjamin | 950 | (2 | ) | $ | 28,320 | |||||||
Chief Financial Officer | ||||||||||||
Paul L. Palmby | 4,406 | (3 | ) | $ | 131,343 | |||||||
Chief Operating Officer | ||||||||||||
Dean E. Erstad | -- | -- | ||||||||||
Senior Vice President, Sales | ||||||||||||
and Marketing | ||||||||||||
_______________ | ||||||||||||
(1) | | |||||||||||
Determined based on the closing price of the | ||||||||||||
(2) | Mr. | |||||||||||
(3) | Mr. |
Option Exercises and Stock Vested in Fiscal 2014 | ||||||||||
Option Exercises and Stock Vested in Fiscal 2015 | Option Exercises and Stock Vested in Fiscal 2015 | |||||||||
Stock Awards | Stock Awards | |||||||||
Number of Shares Acquired on Vesting | Value Realized on Vesting | Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||
Name | (#) | ($) | (# | ) | ($) | |||||
Arthur S. Wolcott | -- | -- | -- | -- | ||||||
Chairman of the Board | ||||||||||
Kraig H. Kayser | -- | -- | -- | -- | ||||||
President and Chief Executive | ||||||||||
Officer | ||||||||||
Timothy J. Benjamin | 123 | $4,075 | 217 | $ | 6,449 | |||||
Chief Financial Officer | ||||||||||
Paul L. Palmby | 2,039 | $67,552 | 1,948 | $ | 57,895 | |||||
Chief Operating Officer | ||||||||||
Dean E. Erstad | -- | -- | -- | -- | ||||||
Senior Vice President, Sales | ||||||||||
and Marketing | ||||||||||
Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit as of 3/31/15 (1) ($) | Present Value of Accumulated Benefit as of 3/31/14 (1) ($) | Payments During Last Fiscal Year ($) | ||||||||||||
Arthur S. Wolcott | 65 | $670,205 | $98,370 | 66 | $ | 728,446 | $ | 670,205 | $ | 98,370 | |||||||||
Kraig H. Kayser | 23 | 420,636 | -- | 24 | 525,464 | 420,636 | -- | ||||||||||||
Paul L. Palmby | 27 | 427,944 | -- | 27 | 532,615 | 427,944 | -- | ||||||||||||
Dean E. Erstad | 18 | 242,340 | -- | 19 | 318,981 | 242,340 | -- | ||||||||||||
Timothy J. Benjamin | 1 | 8,420 | -- | 2 | 29,471 | 8,420 | -- |
(1) | Please see Note |
Name | Fees Earned or Paid in Cash | |||
Arthur H. Baer | $ | 25,000 | ||
Peter R. Call | $ | 25,000 | ||
John P. Gaylord | $ | 25,000 | ||
Susan A. Henry | $ | 25,000 | ||
Samuel T. Hubbard | $ | 25,000 | ||
Susan W. Stuart | $ | 25,000 | ||
Thomas Paulson | $ | 25,000 |
Compensation Committee Interlocks |
As noted above, the Compensation Committee is comprised of Messrs. Paulson and Gaylord and Dr. Henry. No member of the Compensation Committee is or was formerly an officer or an employee of the Company. No executive officer of the Company serves as a member of the board of directors and compensation committee of any entity that has one or more executive officers serving as a member of the Company's Board of Directors, nor has such interlocking relationship existed in the past three years. |
Certain Transactions and Relationships |
According to written policy of the Audit Committee, any related party transactions, excluding compensation, which is delegated to the Compensation Committee, involving one of the Company's directors or executive officers, must be reviewed and approved by the Audit Committee. Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. Related parties include any of the Company's directors or executive officers, certain of the Company's stockholders and their immediate family members. To identify any related party transactions, each year, the Company submits and requires each director and officer to complete director and officer questionnaires identifying any transactions with the Company in which the executive officer or director or their family members has an interest. In addition, the Board of Directors determines, on an annual basis, which members of the Board meet the definition of independent director as defined in the NASDAQ listing standards and reviews and discusses any relationships with a director that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.
20
21
_________________________
23
24
_________________________ *Less than 1.0%.
PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors has appointed BDO USA, LLP (BDO USA) to act as auditors for the fiscal year ending March 31, 2016. BDO USA has served as the Company's registered independent public accounting firm since December 8, 2005. A representative of BDO USA is expected to be present at the Annual Meeting and will have an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions. At the Annual Meeting, the shareholders will be asked to ratify the selection of BDO USA as the Company's independent registered public accounting firm. Pursuant to the rules and regulations of the SEC, the Audit Committee has the direct responsibility to appoint, retain, approve the compensation and oversee the work of the Company's independent registered public accounting firm. Consequently, the Audit Committee will consider the results of the shareholder vote on ratification, but will exercise its judgment, consistent with its primary responsibility, on the appointment and retention of the Company's independent auditors. The directors of the Company unanimously recommend a vote FOR the ratification of BDO USA as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2016. Principal Accountant Fees and Services The following table shows the fees paid or accrued by the Company for the audit and other services provided by BDO USA for fiscal years
_________________________
All audit, audit-related and non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO USA was compatible with the maintenance of that 26 OTHER MATTERS The management of the Company does not know of any other matters to come before the Annual Meeting. However, if any other matters come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters. DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE The Company indemnifies its directors and officers to the extent permitted by law in connection with civil and criminal proceedings against them by reason of their service as a director or officer. As permitted by Section 726 of the New York Business Corporation Law, the Company has purchased directors' and officers' liability insurance to provide indemnification for the Company and all its directors and officers. The current liability insurance policy, with a policy period effective April 1, 2015, was issued by Dundee Insurance Company, Inc. (the Company's wholly-owned captive insurance subsidiary) at an annual premium of approximately $67,640. To date, no claims have been paid under any policy of directors' and officers' liability insurance.
27 SENECA FOODS CORPORATION 3736 South Main Street Marion, NY 14505 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 31, 2015 The undersigned shareholder of SENECA FOODS CORPORATION (the "Company") hereby appoints and constitutes ARTHUR S. WOLCOTT and KRAIG H. KAYSER, and either of them, the proxy or proxies of the undersigned, with full power of substitution and revocation, for and in the name of the undersigned to attend the annual meeting of shareholders of the Company to be held at 3736 South Main Street, Marion, New York, 1. Election of Directors: Election of three nominees to serve until the annual meeting of shareholders in 2018 and until their successors are duly elected and shall qualify: ☐ FOR all nominees listed below ☐ WITHHOLD AUTHORITY to vote for☐ FOR all except nominees all nominees listed below. indicated below. INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through their name in the list below: Arthur H. Baer, Kraig H. Kayser, Thomas Paulson 2. Appointment of Auditors: Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2016. ☐ FOR ☐ AGAINST ☐ ABSTAIN In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof. The shares represented by this Proxy will be voted as directed by the shareholder. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND FOR ITEM 2. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Signature_______________________________ Dated:__________________________________ Joint owners should each sign. Executors, administrators, trustees, guardians, and corporate officers should give their titles. |