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

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]☐

Check the appropriate box:

MAMAMANCINI’S HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MAMAMANCINI’S HOLDINGS, INC.

25 Branca Road

East Rutherford, New Jersey 07073
(201) 531-1212

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE

HELD JUNE 24, 2021JULY 31, 2023

TO OUR SHAREHOLDERS:STOCKHOLDERS:

You are cordially invited to attend the Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of MamaMancini’s Holdings, Inc., a Nevada corporation (together with its subsidiaries, “Company”, “MamaMancini’s”, “we”, “us” or “our”), which will be held on June 24, 2021,July 31, 2023, at 12:00 Noon.P.M. Eastern. The meetingAnnual Meeting will be conducteda virtual meeting to be held as a listen-only conference call by ZOOM.calling 877-407-3088 (Toll Free). There will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com The meeting will be held for the following purposes:

A copy of the Annual Report of the Company’s operations during the fiscal year ended January 31, 20212023 is available on request or at www.sec.gov.

The Board of Directors has fixed the close of business on May 25, 2021,June 8, 2023 as the record date for the determination of shareholdersstockholders entitled to receive notice of and to vote at the Annual Meeting of ShareholdersStockholders and any adjournment or postponement thereof. A complete list of shareholdersstockholders entitled to vote at the Annual Meeting will be available for inspection for ten days prior to the Annual Meeting at the Offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on July 31, 2023 via
live audio conference call at +1-877-407-3088

The Notice of Annual Meeting, Proxy Statement and our

Annual Report on Form 10-K are available electronically at

www.mamamancinis.vote

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.

TABLE OF CONTENTS

MAMAMANCINI’S HOLDINGS, INC.

25 Branca Road

East Rutherford, New Jersey 07073

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

TO BE HELD ON JUNE 24, 2021JULY 31, 2023

GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING

General

This Proxy Statement is being furnished to the shareholdersstockholders of MamaMancini’s Holdings, Inc. (together with its subsidiaries, “Company”, “MamaMancini’s”, “we”, “us” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of ShareholdersStockholders to be held via ZOOMthe internet on June 24, 2021,July 31, 2023, and at any and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.Stockholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be first mailed to MamaMancini’s shareholdersstockholders on or about May 27, 2021.June , 2023.

The Company will solicit shareholdersstockholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by telephone, without additional compensation.

Voting Securities

Only shareholders of record as of the close of business on May 25, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 35,608,474 shares of common stock of the Company, issued and outstanding and entitled to vote representing approximately 103 holders of record, plus shares held by CEDE. Shareholders may vote in person or by proxy. Each holder of shares of common stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. The Company’s bylaws provide that a majority of all the shares of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed Proxy reflects the number of shares that you are entitled to vote. Shares of common stock may not be voted cumulatively.

Voting of Proxies

All valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Annual Meeting. To vote by proxy, you must fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

Revocability of Proxies

All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located at 25 Branca Road, East Rutherford, New Jersey 07073, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual Meeting and voting in person.

Required Vote

Representation at the Annual Meeting of the holders of a majority of the outstanding shares of our common stock entitled to vote, either in person or by a properly executed Proxy, is required to constitute a quorum. Abstentions and broker non-votes, which are indications by a broker that it does not have discretionary authority to vote on a particular matter, will be counted as “represented” for the purpose of determining the presence or absence of a quorum. Under the Nevada Revised Statutes, once a quorum is established, shareholder approval with respect to a particular proposal is generally obtained when the votes cast in favor of the proposal exceed the votes cast against such proposal.

In the election of our Board of Directors, shareholders are not allowed to cumulate their votes. Shareholders are entitled to cast a vote for each of the openings on the Board to be filled at the Annual Meeting. The seven nominees receiving the highest vote totals will be elected as our Board of Directors. For approval of the proposed ratification of our independent registered accountants, the votes cast in favor of the proposal must exceed the votes cast against the proposal. Accordingly, abstentions and broker non-votes will not affect the outcome of the election of the Board of Directors or the ratification of the independent public accountants.

ShareholdersStockholders List

For a period of at least ten days prior to the Annual Meeting, a complete list of shareholdersstockholders entitled to vote at the Annual Meeting will be available at the principal executive offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073 so that stockholders of record may inspect the list only for proper purposes.

ExpensesQuestions and Answers and Voting Information

Our Board has fixed the close of Solicitationbusiness on June 8, 2023 as the record date for a determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof (the “Record Date”). Each share of Common Stock represents one vote to be voted on each matter presented at the Annual Meeting. Record holders and beneficial owners may attend the Annual Meeting (via phone call). Set forth below is a summary of the information you need to attend the virtual Annual Meeting:

Stockholders of Record

Beneficial Owners

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual Annual Meeting. If you encounter any difficulties, please call: 877-804-2062 (Toll Free) or email proxy@equitystock.com

Stockholder of Record: If your share of common stocks are registered directly in your name with the Company’s transfer agent, Equity Stock Transfer, you are considered, with respect to those shares, the “stockholder of record.”

Beneficial Owner: If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of shares held in “street name.” If you are a beneficial stockholder, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker, bank or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee how to vote.

While you should follow the specific voting instructions given by your bank, broker or other nominee; here is a summary of the common voting methods:

If you own share of common stocks as a stockholder of record, you may vote your shares in any of the following ways:

If you vote by Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail.

If you hold your shares in street name, you will need to obtain a legal proxy from your bank, broker or nominee in order for you to vote in person at the Annual Meeting and submit the legal proxy along with your ballot at the Annual Meeting. In addition, you may request paper copies of the Proxy Statement from your broker, bank or nominee by following the instructions on the Internet Notice of Availability provided by your broker, bank or nominee.

Other than as set out in this Proxy Statement, the Board knows of no other matter to be presented at the Annual Meeting. If any other business properly comes before the Annual Meeting, such business will be decided on a poll conducted at the Annual Meeting.

Yes. Even if you have voted by proxy, you may still attend and vote at the Annual Meeting virtually. Please note, however, that if you are a beneficial owner whose shares are held in street name, you are not the stockholder of record. In that event, if you wish to attend and vote at the Annual Meeting, you must obtain a proxy issued in your name from that holder of record giving you the right to vote your shares at the Annual Meeting.

Yes, if you own share of common stock as a stockholder of record, you may change your vote at any time before your proxy is voted at the Annual Meeting in one of four ways:

MamaMancini’s Holdings

25 Branca Road

East Rutherford, NJ 07073

Attn: CFO

If you are a beneficial owner of shares held in street name and you have instructed your bank, broker or other nominee to vote your shares, you may revoke your proxy at any time, before it is exercised, by:

If you sign, date and return your proxy card or vote by telephone or Internet, your vote will be cast as you direct. If you do not indicate how you want to vote, you give authority to Adam L. Michaels and Anthony Gruber, or either of them, to vote on the items discussed in these proxy materials and on any other matter that is properly raised at the Annual Meeting. In that event, your proxy will be voted consistent with the Board’s voting recommendations and FOR or AGAINST any other properly raised matters at the discretion of Adam L. Michaels and Anthony Gruber.

According to our Bylaws, one or more persons present at the meeting in person and holding or representing by proxy more than 50% of the total issued shares constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, vote by telephone or Internet, or attend the Annual Meeting virtually. Abstentions and broker non-votes are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum is present at the meeting.

A broker non-vote occurs when the broker, bank or other holder of record that holds your shares in street name is not entitled to vote on a matter without instruction from you and you do not give any instruction. Unless instructed otherwise by you, brokers, banks and other street name holders will not have discretionary authority to vote on any matter at the Annual Meeting other than Proposal 3 and will be considered “broker non-votes” having no effect on the relevant resolution.

Stockholder proposals (other than director nominations) that are submitted for inclusion in our proxy statement for our Annual Meeting of Stockholders to be held in 2024 must follow the procedures and requirements of the federal securities laws, including Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be timely, such proposals must be received by us at our principal executive office no later than February 16, 2024.

If a stockholder does not submit a proposal for inclusion in our proxy statement but desires to propose an item of business to be considered at an annual meeting of stockholders or to nominate persons for election as a director at an annual meeting, then the stockholder must give timely written notice of such proposal or nominations to our corporate secretary at our principal executive office, which is 25 Branca Road, East Rutherford, NJ 07073. To be timely under our Bylaws, we must receive notice of the stockholder’s intention to propose an item of business or to nominate persons for election as a director no later than thirty days prior to the meeting date, and the notice must otherwise comply with certain other requirements contained in our Bylaws as well as all applicable statutes and regulations.

In any case, a stockholder’s notice will not be deemed to be submitted until we have received all of the required information.

In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the first anniversary date of this year’s annual meeting. If the date of the annual meeting of stockholders to be held in 2024 is changed by more than 30 calendar days from the anniversary of this year’s annual meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 annual meeting is first made. Accordingly, for the 2024 annual meeting, we must receive such notice no later than June 1, 2024.

Your shares are likely registered differently or are in more than one account. You should complete and return each proxy card you receive to guarantee that all of your shares are voted.

The Company will paypays all of the costcosts of preparing assembling and mailing this proxy-soliciting material,the proxy statement and all costs of solicitation, including certain expenses of brokerssoliciting the proxies. We do not compensate our directors, officers and nominees who mailemployees for mailing proxy materialmaterials or soliciting proxies in person, by telephone or otherwise.

Yes. Our Proxy Statement, Annual Report on Form 10-K and a link to their customers or principals.the means to vote by Internet are available at www.mamamancinis.vote.

PROPOSAL NO. 1

ELECTION OF EIGHT (8) DIRECTORS

The Company’s Board of Directors currently consists of eightnine authorized directors. However, in June 2023, the Board voted to reduce the size of the Board to eight directors, to be effective immediately following the Annual Meeting. In connection with this reduction, Mr. Stengel is not being renominated as director at the Annual Meeting. He will remain as a director through the date of the Annual Meeting. The Board thanks Mr. Stengel for his contributions and service to the Board since 2021.

A total of eight directors will be elected at the Annual Meeting to serve until the next annual shareholderstockholder meeting. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholdersstockholders returning such proxies. If no choice has been specified by a shareholder,stockholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.

NOMINEES FOR ELECTION AS DIRECTOR

The following sets forth certain information about each of the director nominees:

Carl Wolf,Adam L. Michaels, age 77.47

Mr. WolfAdam Michaels has been ourChief Executive Officer of the Company and member of the Board of Directors since September 2022 and has served as Chairman of the Board and Chief Executive Officerof Directors since February 2010. 2023.

Mr. WolfMichaels is an experienced food industry executive and former management consultant. Prior to MamaMancini’s, Adam worked at Mondelez International, a multinational food and beverage company. Over the past nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy. Adam was founder, Chairmanmost recently responsible for M&A and Commercial activities within North American Ventures – a business unit comprised of smaller, high-growth brands. Before joining Mondelez, Mr. Michaels was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Board,food & beverage sector. Mr. Michaels holds an MBA in Marketing & Management from Columbia Business School and Chief Executive Officer of Alpine Lace Brands, Inc. Mr. Wolf has an M.B.A.a BSE in Bioengineering from the University of Pittsburgh and a B.A. from Rutgers University. MamaMancini’s believesPennsylvania.

The Board determined that Mr. Wolf’s contacts in theMichaels is qualified to serve as a director given his extensive food industry& beverage experience, corporate strategy background, understanding of consumer insights & analytics, and his overall insight into our business are a valuable asset to the Company.prior work accelerating brands across their growth lifecycles.

Matthew Brown, age 52.54.

Mr. Brown has been our Director and President since February 2010. From April 2001 until January 2012, Mr. Brown was President of Hors D’oeuvres Unlimited. Mr. Brown has an M.B.A. from the University of Illinois and a B.A. from the University of Michigan. MamaMancini’s believes that Mr. Brown’s work with, and insight into, the sales and marketing of products in the food industry is a valuable asset to the Company.

In evaluating Mr. Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors.

Steven Burns, age 60.62.

Mr.Steven Burns has been our Executive ViuceVice President of the Company since February 1, 20202020. He has over 30 years of experience in the investment, management and a Director since February 2010. Mr. Burns is currently Presidentoperations transformation across industries including high quality and Chief Executive Officer of Point Prospect, Inc., which deals with investments andhealthy food services, in real estate, clean and efficient energy food,sources and healthcare technology. Mr. Burns is also Chairmanhas served as a director of Mama Mancini's from February 2010 through the Boardpresent. Prior to that, for a period of Meatball Obsession, LLC. For 24 years prior to this, Mr. Burnshe worked at and was a senior executive at Accenture.Accenture where he led the U.S. Health Insurance Industry Program comprised of approximately 600 professionals. He also has sat on various financial committees and boards of directors throughout his career. Mr. Burns is a graduate ofreceived his B.S. in Business Management from Boston College with a B.S. degree in Business Management. The Company believes that1982.

In evaluating Mr. Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in managementserving on board of directors, his knowledge of running and operations will assist us.managing companies, and his proven track record of success in such endeavors.

Independent Directors:

Alfred D’Agostino, age 67.69.

Mr. D’Agostino has been our Director since February 2010. Since 2001, Mr. D’Agostino currently serveshas served as President of World Wide Sales Inc., a perishable food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Mr. D’Agostino was Vice President of the perishable business unit at Marketing Specialists, a national food brokerage, for over five years. Mr. D’Agostino graduated from the City College of New York, receiving a B.S. in Business Management. The Company believes that

In evaluating Mr. D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in managingthe food brokerage and other food distributionrelated industries, his knowledge of running and managing companies, will assist us.and his proven track record of success in such endeavors.

Shirley Romig, age 45

Shirley Romig has been our Director since March 2023. Ms. Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer and technology organizations. Most recently, Ms. Romig was the CEO and Co-Founder of Mixo Group, Inc., a digital creator platform for the $1.7T food market from February 2022 to December 2022. Previously, she was Vice President with Lyft, leading Global Operations, East and Canada from 2019 to 2022. From 2017-2019, Ms. Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President. From 2016-2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency. From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada. Ms. Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com. Earlier in her career, Ms. Romig worked in equity research and digital and strategy consulting. Ms. Romig also serves on the Board of Directors for Lovesac, a publicly traded home furnishings company as the Chair of the Nominating and Governance Committee. Ms. Romig holds an M.B.A. from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia.

In nominating Ms. Romig as a director, the board considered her expertise in leading transformational initiatives across a number of industries, background in growth strategy implementation and public company experience.

Thomas Toto, age 66.68.

Mr. Toto has been our Director since February 2010.2010 and has over 30 years of experience in the management and ownership of food brokerage and food distribution companies. From 2009 through 2021, Mr. Toto is currentlywas Senior Business Manager of World Wide Sales Inc., a perishable food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Prior to this, Mr. Toto was a Division President for DCI Cheese Co., an importer and distributor of cheese. Mr. Toto has an M.B.A. and a B.A. from Seton Hall University. Since 2021, Mr. Toto has focused on his consulting business, Amandex Corp, where he is President. MamaMancini’s believes that Mr. Toto’s experience in managing food brokerage and food distribution companies will assist us.

In evaluating Mr. Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors.

Dean Janeway, age 77.79.

Mr. Janeway has been our Director since 2012. Mr. Janeway retired from hisis an executive with more than 40-year career with Wakefern Food Corp., the largest retailer-owned cooperative40 years of broad leadership skills and extensive experience in the United States, in 2011. From 1995 until his retirement, Mr. Janeway was Wakefern’s President and Chief Operating Officer. Mr. Janeway is a graduateareas of the Wharton School of Business of the University of Pennsylvania with an M.B.A. degree, and of Rutgers University with a B.A. degree in Marketing. MamaMancini’s believes that Mr. Janeway’s experience in corporate strategy, business development, operational oversight and financial management will assist us.

Patrick Connor Haley, age 30.

management. From 1966 through 2011, Mr. Haley isJaneway served in various positions at Wakefern Food Corp., the Founder and Managing Partner of Alta Fox Capital Management, LLC, an investment manager based in Fort Worth, Texas. Previously, he was a consumer and technology focused Analyst at Scopia Capital Management LP. Mr. Haley has been recognized in numerous circles as an emerging thought leaderlargest retailer- owned cooperative in the smallUnited States. From 1966 through 1990, Mr. Janeway advanced through various positions of increasing responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and micro-cap spacefrozen foods divisions. From 1990 through 1995 Mr. Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising and is currently a top-ranked member on microcapclub.com.logistics divisions. From 1995 until his retirement in 2011, Mr. Haley is a frequent panelist at smallJaneway served as President and micro-cap conferences, includingChief Operating Officer of “Wakefern” providing primary oversight for the LD Microcompany’s financial and Planet Microcap Showcase, and has been interviewed in a number of publications and podcasts for his views on the small and micro-cap market.

Mr. Haley received an A.B. in Government, magna cum laude, from Harvard College.

In evaluating Connor Haley’s credentials for appointment to our Board, we took into account his direct experience in technical analysis of small public companies and advising them throughtreasury functions, human resources, labor relations, new business development, strategic growthacquisitions, government relations, corporate social responsibility, sustainability initiatives and member relations. Mr. Janeway previously served as the navigationchairman for the National Grocers Association from 1993 through 2001. From 2009 through the present, Mr. Janeway has served as the Chairman of business strategies in the best interest of maximizing shareholder value.

Michael Stengel, age 65.

Mr. Stengel is a tenured hospitality industry veteran, bringing over 40 years of executive leadership experience with Marriott International to the MamaMancini’s Board of Directors. At Marriott, he was instrumental to the Company’s convention network strategy, overseeing 135 Convention venues including the Gaylord Brand. Michael, as Senior Vice President of Gaylord Hotels and The Convention Resort Network (CRN) at Marriott, oversaw significant food and beverage operations within his portfolio of managed hotels and being responsibleFoundation for well over $1.5 billion in revenue. Mr. Stengel has had direct responsibility for P&L operations for numerous enterprises and is completely familiar with financial management of public companies.

Mr. Stengel has received a B.S. Law and Justice from Rowan University, a Cornell University Hospitality Certificate, and an executive MBA with Marriott sponsor by the University of Maryland.Medicine and Dentistry of New Jersey.

The Board of Directors determined that Mr. Stengel’sJaneway’s qualifications to serve as a director include his multi-faceted financial responsibilitynotable business and leadership experience in all areas of management, particularly in the food industry. He also has experience in the food and hospitality businessarea of wholesale distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of success in building organizations into large-scale, highly profitable operations.such endeavors will be invaluable to the Company going forward.

Meghan Henson, age 53

Ms. Henson is an experienced senior human resources executive with experience across several industries. She has served since 2020 as Executive Vice President, Chief Human Resources Officer of Avantor, Radnor, PA. Previously, she served as Chief Human Resources Officer of XPO Logistics, Greenwich, CT from 2016-2020. She served as Executive Vice President, Chief Human Resources Officer, Chubb Insurance, Warren, NJ from 2013-2016 after serving in various Human Resources leadership roles with PepsiCo from 2004-2013. Prior to PepsiCo, she served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004 and Manager, HR and Change Management for Towers Perrin (now Willis Towers Watson) from 1997-2001. She holds an MBA with emphasis in Organizational Behavior from the University of Michigan and a Bachelor of Arts, Political Science and East Asian Studies at the University of Wisconsin. During her tenure at the University of Wisconsin, she was elected Student Body President.

The board determined that Ms. Henson’s breadth of executive experience and expertise in leading human resources functions for large companies would provide valuable insight to the board.

RECOMMENDATION OF THE BOARD OF DIRECTORS:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLICACCOUNTING FIRM

The Board of Directors has appointed Rosenberg Rich Baker Berman and Company, Certified Public Accountants (“RRBB”), as our independent registered public accounting firm to examine the consolidated financial statements of the Company for fiscal year ending January 31, 2022. The Board of Directors seeks an indication from shareholders of their approval or disapproval of the appointment.

The Board of Directors initially approved the engagement of RRBB as the Company’s new independent registered public accounting firm on January 24, 2013 after dismissing Seale and Beers, CPAs (“Seale and Beers”). RRBB will audit our consolidated financial statements for the fiscal year ended January 31, 2022. Representatives of RRBB are expected to attend the Annual Meeting, will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

Our consolidated financial statements for the fiscal years ended January 31, 2021 and 2020 were audited by RRBB.

In the event shareholders fail to ratify the appointment of RRBB, the Board of Directors will reconsider this appointment. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors determines that such a change would be in the interests of the Company and its shareholders.

The affirmative vote of the holders of a majority of the Company’s common stock represented and voting at the Annual Meeting either in person or by proxy will be required for approval of this proposal. Neither abstentions nor broker non-votes shall have any effect on the outcome of this vote.

RECOMMENDATION OF THE BOARD OF DIRECTORS:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF RRBB AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CORPORATE GOVERNANCE

Board Meetings and Annual Meeting Attendance

The Board of Directors met seven (7)13 times during fiscal year ended January 31, 2021.2023. No director attended less than 80% of the meetings.

The Board of Directors has an Audit Committee, a People & Compensation Committee and a Nominating & Corporate Governance Committee, each of which has the composition and responsibilities described below. Members serve on these committees for such term or terms as our Board may determine or until their earlier resignation or death. Each of these committees are governed by a written charter, which are posted on our website at www.mamamanicis.com.

Director Independence

Our board of directors has determined that each of Alfred D’Agostino, Thomas Toto, Dean Janeway, Meghan Henson, Shirley Romig and Michael Stengel are independent directors within the meaning of the applicable rules of the Securities and Exchange Commission (“SEC”) and the NASDAQ Markets and that each of them is also an independent director under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership. In addition, our board of directors has determined that Mr. Stengel and Dean Janeway are each an “audit committee financial expert” within the meaning of the applicable rules of the SEC and the NASDAQ Markets.

Audit Committee

Messrs. Thomas Toto, Alfred D’Agostino dean Janeway and Michael Stengel currently serve as members of the Company’s separately designated Audit Committee, in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with Mr. Toto acting as its Chairman.Chair. The Board of Directors ratified the formation of its Audit Committee effective January 21, 2014. We anticipate that Dean Janeway would join the audit committee after the Annual Meeting upon Mr. Stengel’s departure.

The function of the Audit Committee, as detailed in the Audit Committee Charter, is to provide assistance to the Board in fulfillingfulfillings its responsibility to the shareholders,stockholders, potential shareholders,stockholders, and investment community relating to corporate accounting, management practices, reporting practices, and the quality and integrity of the financial reports of the Company. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the directors, the independent auditors and Company management.

The independent directors meet the independence standards of the NASDAQ Stock Exchange, and the SEC.

The Board of Directors pre-approved all services provided by our independent auditors for the fiscal year ended January 31, 2021.2023.

People & Compensation Committee

Messrs. Alfred D’Agostino, Dean Janeway, and Thomas Toto and Meghan Henson currently serve as members of the People & Compensation Committee, with Mr. D’AgostinoMs. Henson acting as its Chairman.Chair. The Board of Directors formed its Compensation Committee on January 21, 2014. We anticipate that Ms. Romig will join the People & Compensation Committee after the Annual Meeting.

The People & Compensation Committee sets the overall compensation principles for the Company, subject to annual review. The People & Compensation Committee may not delegate its authority. However, the People & Compensation Committee may retain counsel or consultants as necessary.

The independent directors meet the independence standards of the NASDAQ Stock Exchange, the New York Stock Exchange and the SEC.

The People & Compensation Committee establishes the Company’s general compensation policy and, except as prohibited by law, may take any and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties. The People & Compensation Committee’s role is to (i) evaluate the performance of the Company’s executive officers, (ii) set compensation for directors and executive officers, (iii) make recommendations to the Board on adoption of compensation plans and (iv) administer Company compensation plans. When evaluating potential compensation adjustments, the People & Compensation Committee solicits and considers input provided by the Chief Executive Officer relating to the performance and/or contribution to the Company’s overall performance by executive officers and other key employees.

Nominating & Corporate Governance Committee

Messrs. Dean Janeway, Alfred D’Agostino, Patrick Connor HaleyMeghan Henson, Shirley Romig and Thomas TotoMichael Stengel currently serve as members of the Nominating & Corporate Governance Committee, with Mr. Janeway acting as its Chairman.Chair. The Board of Directors formed its Nominating & Corporate Governance Committee on January 21, 2014.

The Nominating & Corporate Governance Committee’s role is to identify and recommend candidates for positions on the Board of Directors. The Nominating & Corporate Governance Committee’s policies are subject to annual review.

The function of the Nominating & Corporate Governance Committee, as detailed in the Nominating & Corporate Governance Committee Charter, is to recommend to the Board the slate of director nominees for election to the Board and to identify and recommend candidates to fill vacancies occurring between annual shareholderstockholder meetings. The Nominating & Corporate Governance Committee has established certain broad qualifications in order to consider a proposed candidate for election to the Board. The Nominating & Corporate Governance Committee has a strong preference for candidates with prior board experience with public companies. The Nominating & Corporate Governance Committee will also consider such other factors as it deems appropriate to assist in developing a board and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors include judgment, skill, diversity (including factors such as race, gender or experience), integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

It is the policy of the Nominating & Corporate Governance Committee to consider candidates recommended by security holders, directors, executive officers and other sources, including, but not limited to, third-party search firms. Security holders of the Company may submit recommendations for candidates for the Board. Such submissions should include the name, contact information, a brief description of the candidate’s business experience and such other information as the person submitting the recommendation believes is relevant to the evaluation of the candidate. The Nominating & Corporate Governance Committee will review all such recommendations.

The Nominating & Corporate Governance Committee will evaluate whether an incumbent director should be nominated for re-election to the Board or any Committee of the Board upon expiration of such director’s term using the same factors as described above for other Board candidates. The Nominating & Corporate Governance Committee will also take into account the incumbent director’s performance as a Board member. Failure of any incumbent director to attend at least seventy-five percent (75%) of the Board meetings held in any year of service as a Board member will be viewed negatively by the Nominating & Corporate Governance Committee in evaluating the performance of such director.

Board Diversity Matrix

The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f) Each term used in the table has the meaning given to it in the rule and related instructions.

Code of Ethics

The Company has adopted a code of ethics that is applicable to our directors and officers.The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions with business associates and document retention.

Limits on Hedging and Pledging

As part of our insider trading policy, all employees, including executive officers, and members of our Board are prohibited from engaging in hedging transactions involving our securities, including short sales and purchases or sales of puts, calls or other derivative securities. Our insider trading policy also prohibits certain types of pledges of our securities by all employees, including executive officers, and members of our Board, specifically purchases of our securities on margin, borrowing against our securities held in a margin account or pledging our securities as collateral for a loan, with an exception for transactions with the pre-approval of our Chief Compliance Officer.

Director’s CompensationDIRECTOR’S COMPENSATION

The following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending on January 31, 20212023 and January 31, 2020.2022.

DIRECTOR COMPENSATION TABLE

Directors and Executive Officers

The following table discloses our directors and executive officers as of April 22, 2021.

Executive Officer CompensationEXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended January 31, 20212023 and January 31, 2020.2022.

Summary Compensation Table

2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

STOCK AWARDS

Family RelationshipsEmployment Agreements

Carl Wolf

Before his retirement, we had an Employment Agreement with Mr. Carl Wolf as Chief Executive Officer for a term of 3 years beginning in 2012. Mr. Wolf’s employment agreement automatically renewed for successive one-year terms, unless the Company gave written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein. Mr. Wolf’s employment agreement was renewed for a period of one year on March 5, 2022. As compensation for his services Mr. Wolf’s compensation was increased to $215,000 per year effective November 1, 2017. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr. Wolf was eligible to receive an annual bonus as determined by the Board. As part of the agreement, Mr. Wolf is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Wolf was also entitled to receive certain Termination Payments. Mr. Wolf’s employment with the Company terminated effective January 31, 2023. Upon Mr. Wolf’s termination he was entitled to receive a termination payment of $240,000, which was paid in February 2023.

Adam L. Michaels

On September 6, 2022, MamaMancini’s entered into an employment agreement with Adam L. Michaels as Chief Executive Officer of MamaMancini’s for an initial term of five (5) years at an initial base salary of $325,000 per year and is eligible for a year-end bonus of up to $650,000 (with a minimum cash bonus of $135,000 for the fiscal year ended January 31, 2023). He is also eligible to receive Annual Restricted Stock Units, Sign-on Restricted Stock Units and Sign-on Stock Performance Stock Units. As part of the agreement, Mr. Michaels is subject to confidentiality and non-solicitation provisions regarding MamaMancini’s, and certain covenants not to compete.

Matthew Brown

On March 5, 2012, MamaMancini’s entered into an employment agreement with Mr. Matthew Brown ouras President of MamaMancini’s for an initial term of 3 years. Mr. Brown’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein. Mr. Brown’s employment agreement was renewed for a period of one year on March 5, 2022. As compensation for his services, Mr. Brown receives a base salary of $216,000 per year. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr. Brown is eligible to receive an annual bonus as determined by the son-in-lawBoard. As part of the agreement, Mr. Carl Wolf, ourBrown is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Brown is also entitled to receive certain Termination Payments.

Anthony Gruber

On September 19, 2022, MamaMancini’s entered into an employment agreement with Anthony Gruber as Chief Executive Officer.Financial Officer of MamaMancini’s for an initial term of five (5) years at an initial base salary of $250,000 per year and is eligible for a year-end bonus of up to $125,000. He is also eligible to receive Sign-on Stock Performance Stock Units. As part of the agreement, Mr. Gruber is subject to confidentiality and non-solicitation provisions regarding MamaMancini’s, and certain covenants not to compete.

Involvement in Certain Legal ProceedingsOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END