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:
[
] Preliminary Proxy Statement
[
] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X]
Definitive Proxy Statement
[
] Definitive Additional Materials
[
] Soliciting Material Pursuant to ss. 240.14a-12
SENECA FOODS
CORPORATION
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Registrant as Specified in Its Charter)
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SENECA
FOODS CORPORATION
3736
South Main Street
Marion,
New York 14505
June
30, 2008
Dear
Shareholder:
You are
cordially invited to the 2008 Annual Meeting of Shareholders of Seneca Foods
Corporation (the “Company”), to be held on August 7, 2008 at 11:00 a.m., Pacific
Daylight Time, at the Doubletree Hotel, 1150 9th Street, Modesto,
California.
Information
about the Annual Meeting is included in the Notice of Annual Meeting of
Shareholders and Proxy Statement which follow.
It is
important that your shares of Common Stock be represented at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting, I urge
you to give your immediate attention to voting. Please review the
enclosed materials, sign and date the enclosed proxy card and return it promptly
in the enclosed postage-paid envelope.
Very
truly yours,
KRAIG H.
KAYSER
President
and Chief Executive Officer
SENECA
FOODS CORPORATION
3736
South Main Street
Marion,
New York 14505
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON AUGUST 7, 2008
To the
Shareholders:
The 2008
Annual Meeting of Shareholders of Seneca Foods Corporation (the “Company”) will
be held at the Doubletree Hotel, 1150 9th Street, Modesto, California, on
Thursday, August 7, 2008 at 11:00 a.m., Pacific Daylight Time, for the following
purposes:
1.
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To
elect four directors to serve until the Annual Meeting of shareholders in
2010 and until each of their successors is duly elected and shall
qualify;
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2.
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To
ratify the appointment of BDO Seidman, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending March 31,
2009; and
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3.
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To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
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Only
shareholders of record at the close of business on June 13, 2008 are entitled to
notice of and to vote at the Annual Meeting and any adjournment
thereof.
The
prompt return of your proxy will avoid delay and save the expense involved in
further communication. The proxy may be revoked by you at any time
prior to its exercise, and the giving of your proxy will not affect your right
to vote in person if you wish to attend the Annual Meeting.
By Order
of the Board of Directors
JEFFREY
L. VAN RIPER
Secretary
DATED: June
30, 2008
IT IS
IMPORTANT THAT THE ENCLOSED PROXY BALLOT BE SIGNED, DATED AND PROMPTLY RETURNED
IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING.
TABLE
OF CONTENTS
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1
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Why did
I receive this proxy?
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1
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Who is
entitled to vote?
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1
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How
many votes do I have?
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1
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What
does it mean if I receive more than one proxy card?
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1
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How do
I vote?
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2
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How do
I vote my shares that are held by my broker?
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2
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What am
I voting on?
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2
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Will
there be any other items of business on the agenda?
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2
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How
many votes are required to act on the proposals?
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2
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How are
votes counted?
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2
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What
happens if I return my proxy card without voting on all
proposals?
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3
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Who has
paid for this proxy solicitation?
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3
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When
was this proxy statement mailed?
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3
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How can
I obtain a copy of this year’s Annual Report on Form 10-K?
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3
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Can I
find additional information on the Company’s website?
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3
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4
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Information
Concerning Directors
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4
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Independent
Directors
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6
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6
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Audit
Committee
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6
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Compensation
Committee
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7
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Corporate
Governance and Nominating Committee
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7
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Board
Attendance at Meetings
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8
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Report
of the Audit Committee
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8
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9
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Report
of the Compensation Committee
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15
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Summary
Compensation Table
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15
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Grants
of Plan-Based Awards in Fiscal 2008
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16
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Pension
Benefits
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Compensation of
Directors
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Certain
Transactions and Relationships
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Security
Ownership of Certain Beneficial Owners
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18
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Security
Ownership of Management and Directors
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23
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Section
16(a) Beneficial Ownership Reporting Compliance
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25
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26
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Principal
Accountant Fees and Services
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26
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27
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27
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Proposals for
the Company’s Proxy Material
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27
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Proposals to be
Introduced at the Annual Meeting but not Intended to be Included in the
Company’s Proxy Material
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28
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PROXY
STATEMENT
QUESTIONS AND ANSWERS
ABOUT
THE 2008 ANNUAL MEETING
Why
did I receive this proxy?
The Board
of Directors of Seneca Foods Corporation (the “Company”) is soliciting proxies
to be voted at the Annual Meeting of Shareholders. The Annual Meeting
will be held Thursday, August 7, 2008, at 11:00 a.m., Pacific Daylight Time, at
the Doubletree Hotel, 1150 9th Street, Modesto, California. This
proxy statement summarizes the information you need to know to vote by proxy or
in person at the Annual Meeting. You do not need to attend the Annual
Meeting in person in order to vote.
Who
is entitled to vote?
All
record holders of the Company’s voting stock as of the close of business on June
13, 2008 (the “Record Date”) are entitled to vote at the Annual
Meeting. As of the Record Date, the following shares of voting stock
were issued and outstanding: (i) 4,830,268 shares of Class A common stock, $0.25
par value per share (“Class A Common Stock”); (ii) 2,760,905 shares of Class B
common stock, $0.25 par value per share (“Class B Common Stock”, and together
with the Class A Common Stock, sometimes collectively referred to as the “Common
Stock”); (iii) 200,000 shares of Six Percent (6%) Cumulative Voting Preferred
Stock, $0.25 par value per share (“6% Preferred Stock”); (iv) 407,240 shares of
10% Cumulative Convertible Voting Preferred Stock - Series A, $0.25 stated value
per share (“10% Series A Preferred Stock”); and (v) 400,000 shares of 10%
Cumulative Convertible Voting Preferred Stock - Series B, $0.25 stated value per
share (“10% Series B Preferred Stock”).
How
many votes do I have?
Each
share of Class B Common Stock, 10% Series A Preferred Stock, and 10% Series B
Preferred Stock is entitled to one vote on each item submitted to you for
consideration. Each share of Class A Common Stock is entitled to
one-twentieth (1/20) of one vote on each item submitted to you for
consideration. Each share of 6% Preferred Stock is entitled to one
vote, but only with respect to the election of directors.
What
does it mean if I receive more than one proxy card?
It means
that you have multiple accounts at the transfer agent or with stockbrokers.
Please complete and return all proxy cards to ensure that all your shares are
voted.
How
do I vote?
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By
Mail: Vote,
sign, date your card and mail it in the postage-paid
envelope.
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In
Person: At
the Annual Meeting.
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How
do I vote my shares that are held by my broker?
If you
have shares held by a broker, you may instruct your broker to vote your shares
by following the instructions that the broker provides to you.
What
am I voting on?
You will
be voting on Proposal One regarding the election of four directors of the
Company and Proposal Two regarding the ratification of BDO Seidman, LLP as the
Company’s independent registered public accounting firm for the fiscal year
ending March 31, 2009.
Will
there be any other items of business on the agenda?
Pursuant
to SEC rules, shareholder proposals must have been received by May 16, 2008 to
be considered at the Annual Meeting. To date, we have received no
shareholder proposals and we do not expect any other items of
business. Nonetheless, in case there is an unforeseen need, your
proxy gives discretionary authority to Arthur S. Wolcott and Kraig H. Kayser
with respect to any other matters that might be brought before the Annual
Meeting. Those persons intend to vote that proxy in accordance with
their best judgment.
How
many votes are required to act on the proposals?
Pursuant
to our Bylaws, provided a quorum is present, directors will be elected by a
plurality of all the votes cast at the Annual Meeting with each share of voting
stock being voted for as many individuals as there are directors to be elected
and for whose election the share is entitled to vote.
The
ratification of the appointment of BDO Seidman, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2009
requires the affirmative vote of a majority of the votes cast on the proposal,
provided that a quorum is present at the Annual Meeting.
How
are votes counted?
The
Annual Meeting will be held if a quorum is represented in person or by
proxy. The holders of voting shares entitled to exercise a majority
of the voting power of the Company shall constitute a quorum at the Annual
Meeting. If you return a signed proxy card, your shares will be
counted for the purpose of determining whether there is a quorum. We
will treat failures to vote, referred to as abstentions, as shares present and
entitled to vote for quorum purposes. However, abstentions will not
be counted as votes cast on a proposal and will have no effect on the result of
the vote on such proposal. A withheld vote is the same as an
abstention.
Broker
non-votes occur when proxies submitted by a broker, bank or other nominee
holding shares in “street name” do not indicate a vote for a proposal because
they do not have discretionary voting authority and have not received
instructions as to how to vote on the proposal. We will treat broker
non-votes as shares that are present and entitled to vote for quorum
purposes. However, broker non-votes will not be counted as votes cast
on a proposal and will have no effect on the result of the vote on the
proposal.
What
happens if I return my proxy card without voting on all proposals?
When the
proxy is properly executed and returned, the shares it represents will be voted
at the Annual Meeting in accordance with your directions. If the
signed card is returned with no direction on a proposal, the proxy will be voted
in favor of (FOR) Proposals One and Two.
Who
has paid for this proxy solicitation?
The
Company has paid the entire expense of this proxy statement and any additional
materials furnished to shareholders.
When
was this proxy statement mailed?
This
proxy statement and the enclosed proxy card were mailed to shareholders
beginning on or about June 30, 2008.
How
can I obtain a copy of this year’s Annual Report on Form 10-K?
A copy of
our 2008 Annual Report to Shareholders, including financial statements for the
fiscal year ended March 31, 2008, accompanies this Proxy
Statement. The Annual Report, however, is not part of the proxy
solicitation material.
A copy of our Annual Report on Form
10-K filed with the Securities and Exchange Commission (“SEC”) may be obtained
free of charge by writing to Seneca Foods Corporation, 3736 South Main Street,
Marion, New York 14505, Attention: Secretary or by accessing the “Investor
Information” section of the Company’s website at
www.senecafoods.com.
Can
I find additional information on the Company’s website?
Yes. Our
website is located at www.senecafoods.com. Although the information
contained on our website is not part of this proxy statement, you can view
additional information on the website, such as our code of conduct, corporate
governance guidelines, charters of board committees and reports that we file
with the SEC. A copy of our code of ethics and each of the charters
of our board committees may be obtained free of charge by writing to Seneca
Foods Corporation, 3736 South Main Street, Marion, New York 14505, Attention:
Secretary.
PROPOSAL ONE
: ELECTION OF DIRECTORS
In
accordance with our Bylaws, the Board of Directors has fixed the number of
directors at ten and 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 four directors will be
elected to serve until the annual meeting in 2011 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. All nominees are currently serving as
directors of the Company and were elected at the 2005 Annual Meeting of
Shareholders, except for James F. Wilson who was appointed to the Board of
Directors on January 31, 2008 to fill the vacancy created by the expansion of
the size of the Board.
Unless
instructed otherwise, proxies will be voted FOR the election of the four
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 provides certain information regarding the nominees for election to
the Company’s Board of Directors and the Directors whose terms continue beyond
the Annual Meeting. Each individual’s name, position with the Company
and tenure is indicated. In addition, the principal occupation and
business experience for the past five years is provided for each nominee and
unless otherwise stated, each nominee has held the position indicated for at
least the past five years.
Nominees Standing for
Election at the Annual Meeting
Robert T.
Brady
, age 67 − Mr. Brady is Chairman and Chief Executive Officer of
Moog, Inc. (manufacturer of control systems). He has served as a
director of the Company since 1989. Mr. Brady also serves on the
Board of Directors of Moog Inc., National Fuel Gas Company, Astronics
Corporation and M&T Bank Corporation.
G. Brymer
Humphreys
,
age 67
− Mr. Humphreys is State Executive Director, USDA Farm Services Agency, New York
State Office, and President of Humphreys Farm Inc. He has served as a
director of the Company since 1983.
Arthur S.
Wolcott
, age 82 − Mr. Wolcott has served as a director and as the
Chairman of the Board of the Company since 1949.
James F.
Wilson
, age 50 – Mr. Wilson is a General Partner of Carl Marks Management
Company, L.P. (merchant banking firm). He has served as a director of
the Company since 2008.
Directors whose Terms Expire
in 2009
Arthur H.
Baer
, age 61 − Mr. Baer is President of Hudson Valley Publishing since
January 2003 and from 1998 to 1999. He was President of Arrow
Electronics Europe from 2000 to 2002 and President of XYAN Inc. from 1996 to
1998. Mr. Baer has served as a director of the Company since
1998.
Kraig H.
Kayser
,
age 47 −
Mr. Kayser is the President and Chief Executive Officer of the Company and has
served in that capacity since 1993. He has served as a director of
the Company since 1985. Mr. Kayser also serves on the Board of
Directors of Moog Inc.
Thomas
Paulson
, age 52 − Since March 2006, Mr. Paulson has been the Chief
Financial Officer of Tennant Corporation (industrial cleaning
company). He was Chief Financial Officer of Innovex, Inc. (flexible
circuits) from February 2001 to March 2006 and Vice President of Finance of The
Pillsbury Company from 1998-2000. He has served as a director of the
Company since 2004.
Directors whose Terms Expire
in 2010
Andrew M.
Boas
, age 53 − Mr. Boas is a General Partner of Carl Marks Management
Company, L.P. (merchant banking firm), President of Carl Marks Offshore
Management, Inc., Vice President of CM Capital and Vice President of Carl Marks
& Co., Inc. He has served as a director of the Company since
1998.
Susan W.
Stuart
, age 53 − Ms. Stuart is a marketing consultant. She has
served as a director of the Company since 1986.
Susan A.
Henry
, age 62 − Dr. Henry is Dean of Cornell University’s College of
Agriculture and Life Sciences since July 2000. She has served as a
director since 2007. Dr. Henry serves on the Board of Directors of
Agrium, Inc.
On June
22, 1998 the Company entered into a Shareholders Agreement with the parties
listed therein. Under the Shareholders Agreement, certain affiliates
of Carl Marks Management Company, L.P. (“CMMC”) were granted the right to
designate two individuals to the Company’s Board of Directors and certain
substantial shareholders of the Company, including the Wolcott and Kayser
families have agreed to vote their respective shares of capital stock of the
Company to elect CMMC director designees. This Shareholders Agreement
will continue in effect until CMMC owns less than 10% of the outstanding Class A
Common Stock (assuming conversion of the Company’s Convertible Participating
Preferred Stock). Currently, Messrs. Wilson and Boas are the two CMMC
director designees.
Arthur S.
Wolcott, Chairman, is the father of Susan W. Stuart, a director of the
Company. There are no other family relationships between any of the
directors or executive officers of the Company.
Independent
Directors
Under the
NASDAQ Global Market listing standards, at least a majority of the Company’s
directors and all of the members of the Company’s Audit Committee, Compensation
Committee and Corporate Governance and Nominating Committee must meet the test
of “independence” as defined by NASDAQ. The NASDAQ standards provide
that, to qualify as an “independent” director, in addition to satisfying certain
bright-line criteria, the Board of Directors must affirmatively determine that a
director has no relationship which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director. The Board of Directors has determined that each current
director and nominee for director, other than Mr. Wolcott, the Company’s
Chairman, his daughter, Ms. Stuart, Mr. Kayser, the Company’s President and
Chief Executive Officer, and Mr. Humphreys is “independent” as defined by the
listing standards of the NASDAQ Global Market.
In making
its determination with respect to Mr. Humphreys, the Board considered his
relationship with the Company as fully described in “Certain Transactions and
Related Relationships” below on page 18. It concluded that Mr.
Humphreys does not satisfy the bright line criteria under NASDAQ standards
inasmuch as the Company purchased $233,000 of raw vegetables from Mr. Humphreys
under an arms length contract, above the $200,000 threshold permitted under the
NASDAQ standards in determining “independence”. Mr. Humphreys
continues to serve on the Audit Committee, Compensation Committee, and Corporate
Governance and Nominating Committee pursuant to the “exceptional and limited
circumstances” exemption provided for under the NASDAQ listing
standards.
No other
director has any material relationship with the Company.
BOARD COMMITTEES AND MEETINGS
The Board
of Directors has a standing Audit Committee, Compensation Committee and
Corporate Governance and Nominating Committee. Except as discussed
above with respect to Mr. Humphreys, each member of each of these committees is
“independent” as that term is defined in the NASDAQ Global Market listing
standards. The Board has adopted a written charter for each of these
committees, which is available on our website at
www.senecafoods.com.
Audit
Committee
The Audit
Committee consists of Messrs. Baer, Brady, Humphreys and Paulson. The
Audit Committee met four times during the fiscal year ended March 31,
2008. The Audit Committee is directly responsible for the engagement
of independent auditors, reviews with the auditors the scope and results of the
audit, reviews with management the scope and results of the Company’s internal
auditing procedures, reviews the independence of the auditors and any non-audit
services provided by the auditors, reviews with the auditors and management the
adequacy of the Company’s system of internal accounting controls and makes
inquiries into other matters within the scope of its duties. Mr. Baer
has been designated as the Company’s “audit committee financial expert” in
accordance with the SEC rules and regulations. Shareholders should
understand that this designation is a disclosure requirement of the SEC related
to Mr. Baer’s experience and understanding with respect to certain accounting
and auditing matters. The designation does not impose any duties, obligations or
liability that are greater than are generally imposed on him as a member of the
Audit Committee and the Board, and his designation as an audit committee
financial expert pursuant to this SEC requirement does not affect the duties,
obligations or liability of any other member of the Audit Committee or the
Board. See “Report of the Audit Committee” below.
Compensation
Committee
The
Compensation Committee consists of Messrs. Paulson, Humphreys, Boas and Wilson
and Ms. Henry. The Compensation Committee’s function is to review and
recommend to the Board of Directors appropriate executive compensation policy
and compensation of the Company’s directors and officers. The
Compensation Committee also reviews and makes recommendations with respect to
executive and employee benefit plans and programs. The Compensation
Committee met two times during the fiscal year ended March 31,
2008.
Corporate
Governance and Nominating Committee
The
Corporate Governance and Nominating Committee consists of Messrs. Boas, Brady,
Humphreys and Paulson. 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 Board
has not adopted specific minimum criteria for director nominees. 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 Company’s business and who are willing to continue in
services are considered for re-nomination. If any member of the Board
does not wish to continue in service, or if the Corporate Governance and
Nominating Committee decides not to nominate a member for re-election, the
Committee first considers the appropriateness of the size of the
board. If the Committee determines the board seat should remain and a
vacancy exists, the Committee considers factors that it deems are in the best
interests of the Company and its shareholders in identifying and evaluating a
new nominee. The Corporate Governance and Nominating Committee will
consider nominees suggested by incumbent Board members, management and
shareholders.
Shareholder
recommendations must be in writing and 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 during the fiscal year ended March 31,
2008. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and meetings held by all
committees of the Board of Directors on which he or she served. Each
director is expected to attend the Annual Meeting of shareholders. In
2007, the Annual Meeting of Shareholders was attended by all nine directors who
were serving of the Board at that time.
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 (other than Mr. Humphreys) and experience requirements of
the NASDAQ Global Market and the SEC. The Audit Committee operates
under a written charter which was adopted on May 27, 2004. A complete
copy of the Audit Committee charter is available on the Company’s website at
www.senecafoods.com. The Board has determined that Arthur H. Baer is
an “audit committee financial expert” as defined in the current rules of the
SEC.
Management
is primarily responsible for the Company’s financial statements and reporting
process.
BDO
Seidman, LLP is responsible for performing an independent audit of the Company's
financial statements and internal control over the financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
and issuing a report on those statements and internal controls over
those financial statements. T
he Audit Committee’s
responsibilities include oversight of the Company’s independent registered
public accounting firm and internal audit department, as well as oversight of
the Company’s financial reporting process on behalf of the full Board of
Directors. It is not the duty or the responsibility of the Audit
Committee to conduct auditing or accounting reviews or related
procedures.
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 Seidman without
management being present. The Committee met four times during the
fiscal year ended March 31, 2008. In the course of fulfilling its
oversight responsibilities, the Audit Committee met with management, internal
audit personnel and BDO Seidman to review and discuss all annual financial
statements and quarterly operating results prior to their
issuance. Management advised the Audit Committee that all financial
statements were prepared in accordance with GAAP. The Audit Committee
also discussed with BDO Seidman matters required to be discussed, pursuant to
Statement on Auditing Standards No. 61,
Communication with Audit
Committees
, including the reasonableness of judgments and the clarity and
completeness of financial disclosures. In addition, the Audit
Committee discussed with BDO Seidman matters relating to its independence and
has received from BDO Seidman the written disclosures and letter required by the
Independence Standards Board Standard No. 1,
Independence Discussions with Audit
Committees.
On the
basis of the reviews and discussions the Audit Committee has had with BDO
Seidman and management, the Audit Committee recommended to the Board of
Directors that the Board approve the inclusion of the Company’s audited
financial statements in the Company’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2008, for filing with the SEC.
Submitted
by:
THE AUDIT
COMMITTEE
Arthur H.
Baer, Chair
Robert T.
Brady
G. Brymer
Humphreys
Thomas
Paulson
EXECUTIVE OFFICERS
The
following provides certain information regarding our executive
officers. Each individual’s name and position with the Company is
indicated. In addition, the principal occupation and business
experience for the past five years is provided for each officer and, unless
otherwise stated, each person has held the position indicated for at least the
past five years.
Arthur S.
Wolcott
, age 82 − Mr. Wolcott has served as the Chairman of the Board of
the Company since 1949.
Kraig H.
Kayser
, age 47 − Mr. Kayser is the President and Chief Executive Officer
of the Company and has served in that capacity since 1993. From
1991-1993 he served as the Company’s Chief Financial Officer.
Roland E.
Breunig
, age 56 − Mr. Breunig has served as the Company’s Chief Financial
Officer since September 2006. From February 2004 to September 2006,
Mr. Breunig was a consultant operating as an independent contractor with Robert
Half Management Consultants. During 2003 and part of 2004, Mr.
Breunig was principal of Heartland Consulting. From 1999 to 2003, Mr.
Breunig was Chief Financial Officer, Secretary and Treasurer at HeartLand
Airlines, LLC.
Paul L.
Palmby
, age 46 − Mr. Palmby has been Executive Vice President and Chief
Operating Officer of the Company since 2006. Prior to that, he served
as President of the Vegetable Division of the Company from 2005 to 2006 and Vice
President of Operations of the Company from 1999-2004. Mr. Palmby
joined the Company in March 1987.
Carl A.
Cichetti
, age 50 − Mr. Cichetti has served as Chief Information Officer
of the Company since 2006. He was a Senior Consultant of Navint
(Technology Consulting) from 2004-2005 and Senior Vice President of Technology
of Citigroup from 2001-2004.
Dean E.
Erstad
, age 45 − Mr. Erstad has been Senior Vice President of Sales of
the Company since 2001 and Vice President of Private Label Sales during
2000.
John D.
Exner
, age 46 − Mr. Exner has been General Counsel of the Company since
2006. He was Legal Counsel/President of Midwest Food Processors
Association, Inc. from 1991-2005.
Cynthia L.
Fohrd
, age 45 − Ms. Fohrd has been Chief Administrative Officer of the
Company since 2007. Ms. Fohrd has held various positions since
joining the Company in 1988 including Internal Auditor, Risk Management
Specialist and Vice President of Human Resources.
Jeffrey L. Van
Riper
, age 51 − Mr. Van Riper has been Vice President since 2008 and
Corporate Controller and Secretary of the Company since 1986. He
joined the Company as Accounting Manager in 1978.
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
This
section discusses our policies and practices relating to executive compensation
and presents a review and analysis of the compensation earned during the fiscal
year ended March 31, 2008 by our Chief Executive Officer, or CEO, our Chief
Financial Officer or CFO and our three other most-highly compensated executive
officers, to whom we refer collectively in this proxy statement as the “named
executive officers.” The amounts of compensation earned by these
executives are detailed in the Fiscal Year 2008 Summary Compensation Table and
the other tables which follow it. The purpose of this section is to
provide you with more information about the types of compensation earned by the
named executive officers and the philosophy and objectives of our executive
compensation programs and practices.
Authority of the
Compensation Committee; Role of Executive Officers
The
Compensation Committee of the Board of Directors (the “Committee”) consists of
Messrs. Paulson, Humphreys, Henry, Wilson and Boas. Mr. Paulson, who
has served on the Board of Directors since 2004, is the Committee
Chairman. Each member of the Committee, other than Mr. Humphreys,
qualifies as an independent director under NASDAQ National Market listing
standards. The Committee operates under a written charter adopted by
the Board. A copy of the charter is available at www.senecafoods.com
under “Corporate Governance.” The Committee meets as often as
necessary to perform its duties and responsibilities. The Committee
held two meetings during fiscal 2008 and has held one meeting so far during
fiscal 2009. The Committee has never engaged a compensation
consultant to assist it in developing compensation programs. The
Committee also regularly meets in executive session without
management.
The
Committee is authorized by our Board of Directors to oversee our compensation
and employee benefit practices and plans generally, including our executive
compensation, incentive compensation and equity-based plans. The
Committee may delegate appropriate responsibilities associated with our benefit
and compensation plans to members of management. The Committee has
delegated certain responsibilities with regard to our Pension Plan and 401(k)
Plan to an investment committee consisting of members of
management. The Committee also has delegated authority to our
President and CEO to designate those employees who will participate in our
Profit Sharing Bonus Plan; provided, however, that the Committee is required to
approve participation in such plan by any of our executive
officers.
The
Committee approves the compensation of our CEO. Our CEO develops and
submits to the Committee his recommendation for the compensation of each of the
other executive officers in connection with annual merit reviews of their
performance. The Committee reviews and discusses the recommendations
made by our CEO and approves the compensation for each named executive officer
for the coming year. No corporate officer, including our CEO, is
present when the Committee determines that officer’s compensation. In
addition, our Chief Financial Officer and other members of our finance staff
assist the Committee with establishing performance target levels for our Profit
Sharing Bonus Plan, as well as with the calculation of actual financial
performance and comparison to the performance targets, each of which actions
requires the Committee’s approval.
Philosophy and
Objectives
Our
philosophy for the compensation of all of our employees, including the named
executive officers, is to value the contribution of our employees and share
profits through broad-based incentive arrangements designed to reward
performance and motivate collective achievement of strategic objectives that
will contribute to our company’s success. The primary objectives of
the compensation programs for our named executive officers are to:
·
|
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 executives’ interests with the long-term interests of our
shareholders.
|
Our
compensation principles are designed to complement and support the Company’s
business strategy. The canned fruit and vegetable business is highly
competitive, and the principal customers are major food chains and food
distributors with strong negotiating power as to price and other
terms. Consequently, our success depends on an efficient cost
structure (as well as quality products) which enables us to provide favorable
prices to the customers and acceptable margins for the Company.
However,
an important purpose of our compensation policies is to enable the Company to
retain highly valued employees. Our senior management monitors middle
and senior management attrition and endeavors to be sufficiently competitive as
to salary levels so as to retain and acquire highly valued
managers. Consequently, the Company has been flexible, and expects to
remain so, in attracting and retaining quality management
personnel.
Elements of Executive
Compensation for Fiscal Year 2008
Base Salary
. The
base salary of each of our named executive officers is reviewed by the Committee
at the beginning of each fiscal year as part of the overall annual review of
executive compensation. During the review of base salaries, the
Committee considers the executive’s qualifications and experience, scope of
responsibilities and future potential, the goals and objective established for
the individual, his or her past performance and competitive salary practices
both internally and externally. In addition to the annual reviews,
the base salary of a particular executive may be adjusted during the course of a
fiscal year, for example, in connection with a promotion or other material
change in the executive’s role or responsibilities. During fiscal
year 2008, each of the named executive officers received a merit increase to his
base salary in May 2007.
As a
general rule, base salaries for the named executive officers are set at a level
which will allow us to attract and retain highly-qualified
executives. Many of our competitors are family-owned businesses
operating in rural areas, where compensation rates and salary expectations are
below the urban levels. However, most of our executive officers also
live and work in rural locations, inasmuch as the Company believes that its
facilities (some of which include executive offices) should be located in the
agricultural areas that produce the crops processed by the
Company. Although the compensation level of our executive officers is
generally in the upper end of executive compensation in these localities, they
are below the compensation levels for comparable positions in most public
companies with sales comparable to those of the Company.
For Mr.
Kayser, our CEO, the Committee concluded that a base salary of $441,427 was
appropriate in this regard effective May 1, 2007. The Committee
similarly determined the appropriate base salary of each of our named executive
officers as set forth in the Summary Compensation Table.
Profit Sharing Bonus
Plan
. The corporate Profit Sharing Bonus Plan is generally
available to officers and certain key corporate employees. An annual
incentive bonus is payable based upon the Company’s performance, and aligns the
interests of executives and employees with those of our
shareholders. The Profit Sharing Bonus Plan links performance
incentives for management and key employees to increases in shareholder value
and promotes a culture of high performance and ownership in which members of
management are rewarded for achieving operating efficiencies, reducing costs and
improving profitability.
The
Profit Sharing Bonus Plan became effective April 1, 2006. Under the
Plan, annual incentive bonuses are paid based on achieving the performance
criteria set for the Company. The bonuses for officers and certain
key corporate employees are distributed at the sole discretion of our CEO upon
approval of such bonuses by the Committee. The Profit Sharing Bonus
Plan was amended on May 29, 2008 to reflect the Company’s decision to adopt LIFO
(Last-In, First-Out) inventory accounting, and payments under the Plan shall be
made as if the company had remained on a FIFO (First-In, First-Out) inventory
accounting basis.
The
performance criteria established under the Profit Sharing Bonus Plan requires
the Company’s pre-tax profits for a fiscal year to equal or exceed a specific
bonus target plus the aggregate bonus amounts calculated under the
Plan. Each bonus target under the Profit Sharing Bonus Plan is
expressed as a percentage of the consolidated net worth of the Company as stated
in the annual report for the prior fiscal year. Additionally, each
bonus target corresponds to a potential bonus payment calculated as a percentage
of the employee’s base salary earned during the fiscal year. The
following table sets forth the bonus targets and potential bonus payments
established under the Profit Sharing Bonus Plan for fiscal 2008.
Bonus
Target
|
Potential
Bonus Payment
(Percent
of Base Salary)
|
7.5%
|
10%
|
10%
|
15%
|
12.5%
|
20%
|
15%
|
25%
|
20%
|
50%
|
For
fiscal 2008, the Company’s pre-tax profits on a FIFO basis exceeded 12.5% of the
Company’s consolidated net worth at the end of the prior fiscal year and a total
of $304,430 was earned by eligible employees under the Profit Sharing Bonus
Plan. With respect to the named executive officers, the bonuses set
forth in the Summary Compensation Table under the heading “Non-Equity Incentive
Plan Compensation” were paid as part of fiscal 2008 compensation.
Equity Based Incentive
Awards
. On August 10, 2007, the shareholders approved the 2007
Equity Incentive Plan to align the interests of management and shareholders
through the use of stock-based incentives that result in increased stock
ownership by management. Executive management’s view of the Plan is
that it is important to allow us to continue to attract and retain key talent
and to motivate executive and other key employees to achieve the Company’s
goals. The Company granted 3,834 shares of restricted stock awards
under the Plan to key employees in fiscal 2008. Provided that the
participant remains employed by the Company, these shares of restricted stock
will vest equally over a four-year period. The Compensation Committee
did not consider making any awards to Messrs. Wolcott and Kayser under the Plan,
inasmuch as the Wolcott and Kayser families own substantial stockholdings in the
Company. Messrs. Wolcott and Kayser concurred in that
judgment.
Retirement
Programs
. Our executive officers are entitled to participate
in the Company’s Pension Plan, which is for the benefit of all employees meeting
certain eligibility requirements. Effective August 1, 1989, the
Company amended the Plan to provide improved pension benefits under an excess
formula. The excess formula for the calculation of the annual
retirement benefit is: total years of credited service (not to exceed 35)
multiplied by the sum of (i) 0.6% of the participant’s average salary (five
highest consecutive years, excluding bonus), and (ii) 0.6% of the participant’s
average salary in excess of his or her compensation covered by Social
Security.
Participants
who were employed by the Company prior to August 1, 1988, are eligible to
receive the greater of their benefit determined under the excess formula or
their benefit determined under the offset formula as of July 31,
1989. The offset formula is: (i) total years of credited service
multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the
primary Social Security benefit. The maximum permitted annual
retirement income under either formula is $160,000. See “Pension
Benefits” below for further information regarding the number of years of service
credited to each of the named executive officers and the actuarial present value
of his accumulated benefit under the Pension Plan.
We also
have a 401(k) Plan pursuant to which the Company makes matching and
discretionary contributions for eligible employees. The Company
matching contributions to the named executive officers’ 401(k) Plan accounts are
included in the Summary Compensation Table under the heading “Other
Compensation.”
Other
Compensation
. The Company also provides health insurance, term
life insurance, and short-term disability benefits that do not discriminate in
scope, terms or operation in favor of our executive officers and are therefore
not included in the Summary Compensation Table for the named executive
officers.
Other Compensation
Policies
Internal Pay
Equity
. The Committee believes that internal equity is an
important factor to be considered in establishing compensation for our
officers. The Committee has not established a policy regarding the
ratio of total compensation of our CEO to that of the other officers, but it
does review compensation levels to ensure that appropriate equity
exists. The Committee intends to continue to review internal
compensation equity and may adopt a formal policy in the future if it deems such
a policy to be appropriate.
Compensation Deductibility
Policy
. Under Section 162(m) of the Internal Revenue Code of
1986, as amended, the Company may not receive a federal income tax deduction for
compensation paid to the CEO or any of the four other most highly compensated
executive officers to the extent that any of the persons receive more than
$1,000,000 in compensation in any one year. However, if the Company
pays compensation that is “performance-based” under Section 162(m), the Company
can receive a federal income tax deduction for the compensation paid even if
such compensation exceeds $1,000,000 in a single year. None of our
executive officers received more than $1,000,000 in compensation during fiscal
2008 or any prior year, so Section 162(m) has not affected the
Company. To maintain flexibility in compensating executive officers
in a manner designed to promote varying corporate goals, the Committee has not
adopted a policy that all compensation must be deductible on the Company’s
federal income tax returns.
No Stock
Options
. The Company has never awarded stock options to any
officer or employee, and it does not presently contemplate initiating any plan
or practice to award stock options.
Timing of
Grants
. The Committee anticipates that stock awards to the
Company’s officers under the 2007 Equity Incentive Plan will typically be
granted annually in conjunction with the review of the individual performance of
each officer. This review will take place at a regularly scheduled
meeting of the Compensation Committee.
Report
of the Compensation Committee
The
following Report of the Compensation 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
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this Proxy Statement and in the Company’s Annual Report for the
Fiscal Year Ended March 31, 2008 (as incorporated by reference to this Proxy
Statement).
THE
COMPENSATION COMMITTEE
Thomas
Paulson, Chair
G. Brymer
Humphreys
Andrew M.
Boas
Susan A.
Henry
James F.
Wilson
Summary
Compensation Table
The
following table summarizes, for the fiscal year ended March 31, 2008 and 2007,
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
Chairman
of the Board
|
2008
2007
|
$440,356
427,530
|
$ -
-
|
$
88,285
107,142
|
$ -
-
|
$528,641
534,672
|
Kraig
H. Kayser
President
and Chief Executive Officer
|
2008
2007
|
$440,356
427,522
|
$ -
-
|
$
88,285
107,142
|
$ 4,500
13,345
|
$533,141
548,009
|
Roland
E. Breunig
Chief
Financial Officer
|
2008
2007
|
$176,346
90,865
|
$ 2,500
-
|
$
36,050
21,875
|
$11,798
15,262
|
$226,694
128,002
|
Paul
L. Palmby
Chief
Operating Officer
|
2008
2007
|
$258,974
198,784
|
$ 8,333
-
|
$
54,000
50,000
|
$4,669
4,758
|
$325,976
253,542
|
Dean
E. Erstad (3)
Senior
Vice President, Sales
|
2008
|
$181,248
|
$ -
|
$
37,810
|
$4,505
|
$223,563
|
_______________
(1)
|
Represents
the proportionate amount of the total grant date fair value of stock
awards recognized by the Company as an expense in fiscal 2008 for
financial accounting purposes, disregarding for this purpose the estimate
of forfeitures related to service-based vesting conditions. The
fair values of these awards and the amounts expensed in fiscal 2008 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 amortized over
the vesting period in accordance with Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 123 (revised 2004)
Share-Based Payment (SFAS 123R).
|
(2)
|
The
amount shown in this column for fiscal 2008 represents the 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.
Erstad has been Senior Vice President of Sales since 2001 and is a named
executive officer beginning with fiscal
2008. Accordingly, his compensation for 2007 is not
provided in this table.
|
Grants
of Plan-Based Awards in Fiscal 2008
|
|
|
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
Name
|
Grant
Date
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
Arthur
S. Wolcott
Chairman
of the Board
|
April
1, 2007
|
|
$
|
44,143
|
|
|
$
|
88,285
|
|
|
$
|
220,714
|
|
Kraig
H. Kayser
President
and Chief Executive Officer
|
April
1, 2007
|
|
$
|
44,143
|
|
|
$
|
88,285
|
|
|
$
|
220,714
|
|
Roland
E. Breunig
Chief
Financial Officer
|
April
1, 2007
|
|
$
|
18,025
|
|
|
$
|
36,050
|
|
|
$
|
90,125
|
|
Paul
L. Palmby
Chief
Operating Officer
|
April
1, 2007
|
|
$
|
27,000
|
|
|
$
|
54,000
|
|
|
$
|
135,000
|
|
Dean
E. Erstad
Senior
Vice President, Sales
|
April
1, 2007
|
|
$
|
18,905
|
|
|
$
|
37,810
|
|
|
$
|
94,525
|
|
_______________
(1)
|
Represents
the possible payouts under the Company’s Profit Sharing Bonus Plan
discussed in further detail on pages 12-13. For fiscal 2008,
the Company’s pre-tax profits exceeded 12.5% 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 2008 is reported
under the Non-Equity Incentive Plan Compensation column in the Summary
Compensation Table.
|
The
Company’s Pension Plan
is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain
employees, including the named executive officers. Effective August 1,
1989, the Company amended the Pension Plan to provide improved pension benefits
under an excess formula. The excess formula for the calculation of
the annual retirement benefit is: total years of credited service (not to exceed
35) multiplied by the sum of (i) 0.6% of the participant’s average salary (five
highest consecutive years, excluding bonus), and (ii) 0.6% of the participant’s
average salary in excess of his compensation covered by Social
Security. The amount of annual earnings that may be considered in calculating
benefits under the Pension
Plan is limited by law. For 2008, the annual limitation is $230,000.
Participants
who were employed by the Company prior to August 1, 1988, are eligible to
receive the greater of their benefit determined under the excess formula or
their benefit determined under the offset formula as of July 31,
1989. The offset formula is: (i) total years of credited service
multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the
primary Social Security benefit. The maximum permitted annual
retirement income under either formula is $160,000.
The
following
table shows the present value of accumulated benefits payable to each of our
named executive officers under our Pension Plan.
Name
|
Plan
Name
|
|
Number
of Years Credited Service
(#)
|
|
|
Present
Value of Accumulated Benefit (1)
($)
|
|
|
Payments
During Last Fiscal Year
($)
|
|
Arthur
S. Wolcott
|
Pension
Plan
|
|
|
59
|
|
|
$
|
741,912
|
|
|
$
|
98,370
|
|
Kraig
H. Kayser
|
Pension
Plan
|
|
|
16
|
|
|
|
111,540
|
|
|
|
--
|
|
Roland
E. Breunig
|
Pension
Plan
|
|
|
1
|
|
|
|
10,598
|
|
|
|
--
|
|
Paul
L. Palmby
|
Pension
Plan
|
|
|
21
|
|
|
|
96,773
|
|
|
|
--
|
|
Dean
E. Erstad
|
Pension
Plan
|
|
|
12
|
|
|
|
36,580
|
|
|
|
--
|
|
_______________
(1)
|
Please see Note 8,
“Retirement Plans,”
in the Notes to Consolidated Financial Statements included in
our Annual Report to Shareholders
for the year ended March 31, 2008 for the assumptions used in calculating the present value of the accumulated benefit. Pension
Plan service credit and actuarial values are
calculated as of March 31,
2008, which is the pension plan measurement date that we use for financial statement reporting purposes.
|
Compensation
of Directors
Under the
director compensation program, which became effective July 1, 2006, each
non-employee director is paid a monthly cash retainer of
$1,750. Messrs. Wolcott and Kayser, as officers of the Company, do
not receive any compensation for serving the Company as members of the Board of
Directors. The Company’s non-employee directors received the
following aggregate amounts of compensation for the fiscal year ended March 31,
2008:
Name
|
|
Fees
Earned or Paid in Cash
|
|
Arthur
H.
Baer
|
|
$
|
21,000
|
|
Andrew
M.
Boas
|
|
$
|
21,000
|
|
Robert
T.
Brady
|
|
$
|
21,000
|
|
Douglas
F.
Brush
|
|
$
|
5,250
|
|
Susan
A.
Henry
|
|
$
|
15,750
|
|
G.
Brymer
Humphreys
|
|
$
|
21,000
|
|
Susan
W.
Stuart
|
|
$
|
21,000
|
|
Thomas
Paulson
|
|
$
|
21,000
|
|
James
F.
Wilson
|
|
$
|
3,500
|
|
Compensation
Committee Interlocks
As noted
above, the Compensation Committee is comprised Messrs. Paulson, Wilson,
Humphreys and Boas and Ms. Henry. No member of the Compensation
Committee is or was formerly an officer or an employee of the
Company. See “Certain Transactions and Relationships” below for
information regarding the relationship between the Company and Mr.
Humphreys. 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
The Audit
Committee must review and approve all related party transactions that are
required to be disclosed pursuant to Item 404 of Regulation S-K.
Prior to
December 30, 2006, the Company operated under a contract pursuant to which Birds
Eye Foods supplied the Company’s New York processing plants with their raw
vegetable requirements. Birds Eye’s sources of supply were the
grower-members of Pro-Fac Cooperative, Inc., a non-controlling shareholder of
Birds Eye. The prices paid for all Pro-Fac-sourced vegetables were
negotiated between the Company and Birds Eye and paid directly to Birds
Eye. The Company had no negotiations with individual growers nor
authority to require Birds Eye or Pro-Fac to fill from any particular grower a
specific volume or percentage of the vegetables supplied to the
Company.
For
fiscal 2008, the Company no longer purchases through Pro-Fac, rather raw
vegetables for the Company’s New York processing plants are purchased directly
from the growers. A small percentage (less than 1% in fiscal year
2008) of vegetables supplied to the Company’s New York processing plants are
grown by Humphreys Farm Inc. G. Brymer Humphreys is President and a
23% shareholder of Humphreys Farm. In fiscal 2008 the Company paid
Humphreys Farm $233,000 pursuant to a raw vegetable grower
contract. The Chairman of the Audit Committee reviewed the
relationship and determined that the Humphreys Farm grower contract was
negotiated at arms length and on no more favorable terms than to other growers
in the marketplace.
OWNERSHIP OF COMPANY STOCK
Security
Ownership of Certain Beneficial Owners
To the
best of the Company’s knowledge, no person or group (as those terms are used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) beneficially owned, as of March 31, 2008, more than five
percent of the shares of any class of the Company’s voting securities, except as
set forth in the following table. Beneficial ownership for these
purposes is determined in accordance with applicable SEC rules and includes
shares over which a person has sole or shared voting power or investment
power. The holdings of Common Stock listed in the table do not
include the shares obtainable upon conversion of the 10% Series A Preferred
Stock and the 10% Series B Preferred Stock, which currently are convertible into
both Class A Common Stock and Class B Common Stock on the basis of 20 and 30
shares of Preferred Stock, respectively, for each share of Common
Stock.
|
|
Amount
of Shares and Nature
of
Beneficial Ownership
|
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Sole
Voting/ Investment Power
|
Shared
Voting/ Investment Power
|
Total
|
Percent
of Class (1)
|
6%
Preferred Stock
|
Arthur
S. Wolcott
1605
Main Street
Sarasota,
Florida
|
32,844
|
--
|
32,844
(2)
|
16.42%
|
|
Kurt
C. Kayser
Bradenton,
Florida
|
27,536
|
--
|
27,536
|
13.77
|
|
Susan
W. Stuart
Fairfield,
Connecticut
|
25,296
|
--
|
25,296
|
12.65
|
|
Bruce
S. Wolcott
Canandaigua,
New York
|
25,296
|
--
|
25,296
|
12.65
|
|
Grace
W. Wadell
Wayne,
Pennsylvania
|
25,292
|
--
|
25,292
|
12.65
|
|
Mark
S. Wolcott
Pittsford,
New York
|
25,292
|
--
|
25,292
|
12.65
|
|
L.
Jerome Wolcott, Jr.
Costa
Mesa, California
|
15,222
|
--
|
15,222
|
7.61
|
|
Peter
J. Wolcott
Bridgewater,
Connecticut
|
15,222
|
--
|
15,222
|
7.61
|
10%
Series A Preferred Stock
|
Arthur
S. Wolcott
|
212,840
|
--
|
212,840
(3)
|
52.26
|
|
Kraig
H. Kayser
418
East Conde Street
Janesville,
Wisconsin
|
32,168
|
141,644
|
173,812
(4)
|
42.68
|
|
Hannelore
Wolcott-Bailey
Penn
Yan, New York
|
20,588
|
--
|
20,588
(5)
|
5.05
|
10%
Series B Preferred Stock
|
Arthur
S. Wolcott
|
212,200
|
--
|
212,200
(6)
|
53.10
|
|
Kraig
H. Kayser
|
--
|
165,080
|
165,080
(7)
|
41.30
|
|
Hannelore
Wolcott-Bailey
|
22,720
|
--
|
22,720
(8)
|
5.60
|
|
|
Amount
of Shares and Nature
of
Beneficial Ownership
|
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Sole
Voting/ Investment Power
|
Shared
Voting/ Investment Power
|
Total
|
Percent
of Class (1)
|
Class
A Common Stock
|
Carl
Marks Management Company, LP
900
Third Avenue, 33
rd
Floor
New
York, New York
|
2,355,736
|
--
|
2,355,736
(9)
|
32.78
|
|
Manulife
Financial Corporation
200
Bloor Street, East
Toronto,
Ontario, Canada
|
1,025,220
|
--
|
1,025,220
(10)
|
17.51
|
|
Nancy
A. Marks
Great
Neck, New York
|
652,824
|
--
|
652,824
(11)
|
12.85
|
|
Franklin
Resources, Inc.
One
Franklin Parkway
San
Mateo, California
|
556,600
|
--
|
556,600
(12)
|
10.85
|
|
I.
Wistar Morris, III
4
Tower Bridge, Suite 300
200
Barr Harbor Drive
West
Conshohocken, Pennsylvania
|
184,700
|
348,722
|
533,422
(13)
|
11.04
|
|
Arnhold
and S. Bleichroeder Advisers, LLC
1345
Avenue of the Americas
New
York, New York
|
350,874
|
--
|
350,874
(14)
|
6.97
|
|
The
Pillsbury Company
General
Mills, Inc.
Number
One General Mills Blvd
Minneapolis,
Minnesota
|
--
|
346,570
|
346,570
(15)
|
7.17
|
|
T.
Rowe Price Associates, Inc.
100
E. Pratt Street
Baltimore,
Maryland
|
240,500
|
--
|
240,500
(16)
|
4.97
|
|
Kraig
H. Kayser
|
65,628
|
159,030
|
224,658
(17)
|
4.65
|
|
Susan
W. Stuart
|
57,214
|
105,288
|
162,502
(18)
|
3.36
|
|
Arthur
S. Wolcott
|
10,623
|
106,467
|
117,090
(19)
|
2.42
|
|
Seneca
Foods 401(k) Plan
|
459,522
|
--
|
459,522
|
9.51
|
|
|
Amount
of Shares and Nature
of
Beneficial Ownership
|
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Sole
Voting/ Investment Power
|
Shared
Voting/ Investment Power
|
Total
|
Percent
of Class (1)
|
Class
B Common Stock
|
Kraig
H. Kayser
|
83,151
|
160,918
|
244,069
(20)
|
8.84
|
|
Susan
W. Stuart
|
63,492
|
134,666
|
198,158
(21)
|
7.18
|
|
Nancy
A. Marks
|
377,304
|
--
|
377,304
(22)
|
13.67
|
|
Arthur
S. Wolcott
|
8,551
|
83,508
|
92,059
(23)
|
3.33
|
|
Seneca
Foods Pension Plan
|
284,300
|
--
|
284,300
|
10.30
|
_________________________
(1)
|
The
applicable percentage of beneficial ownership is based on the number of
shares of each class of voting stock outstanding as of March 31,
2008. With respect to certain persons, the percentage of
beneficial ownership of Class A Common Stock includes the shares of Class
A Common Stock that may be acquired upon conversion of the Company’s
Convertible Participating Preferred Stock but such shares are not treated
as outstanding for the purpose of computing the percentage ownership of
any other person.
|
(2)
|
Does
not include 101,176 shares of 6% Preferred Stock held directly by Mr. and
Mrs. Wolcott’s offspring, as to which Mr. Wolcott disclaims beneficial
ownership.
|
(3)
|
These
shares are convertible into 10,642 shares of Class A Common Stock and
10,642 shares of Class B Common
Stock.
|
(4)
|
Mr.
Kayser has shared voting and investment power with respect to 141,644
shares of 10% Series A Preferred Stock held in two trusts of which he is a
co-trustee and in which he and members of his family are
beneficiaries. The total 173,812 shares of 10% Series A
Preferred Stock are convertible into 8,690 shares of Class A Common Stock
and 8,690 shares of Class B Common
Stock.
|
(5)
|
These
shares are convertible into 1,029 shares of Class A Common Stock and 1,029
shares of Class B Common Stock.
|
(6)
|
These
shares are convertible into 7,073 shares of Class A Common Stock and 7,073
shares of Class B Common Stock.
|
(7)
|
Mr.
Kayser has shared voting and investment power with respect to 165,080
shares of 10% Series B Preferred Stock held in two trusts of which he is a
co-trustee and in which he and members of his family are
beneficiaries. The total 165,080 shares of 10% Series B
Preferred Stock are convertible into 5,502 shares of Class A Common Stock
and 5,502 shares of Class B Common
Stock.
|
(8)
|
These
shares are convertible into 757 shares of Class A Common Stock and 757
shares of Class B Common Stock.
|
(9)
|
Based
on an amended statement on Schedule 13D filed with the SEC on July 8, 2004
by Carl Marks Management Company, L.P. as sole general partner of Carl
Marks Strategic Investments, L.P. and Carl Marks Strategic Investments II,
L.P. The shares in the table consist solely of 2,355,736 shares
of the Company’s Convertible Participating Preferred Stock that are
convertible into shares of Class A Common Stock on a one-for-one
basis.
|
(10)
|
Based
on a statement on Schedule 13G filed with the SEC on August 28, 2006 by
Manulife Financial Corporation and its indirect, wholly-owned subsidiary,
John Hancock Life Insurance Company (JHLICO). The shares in the
table consist solely of 1,025,220 shares of Convertible Participating
Preferred Stock, Series 2006 (of which 19,346 shares are held by JHLICO’s
direct, wholly-owned subsidiary, John Hancock Variable Life Insurance
Company) that are convertible into shares of Class A Common Stock on a
one-for-one basis.
|
(11)
|
Based
on an amended statement on Schedule 13D filed with the SEC on July 8, 2004
by Nancy A. Marks and certain related investors. The shares
reported in the table include 130,000 shares held in trust of which she is
a trustee and 248,520 shares of the Company’s Convertible Participating
Preferred Stock that are convertible into shares of Class A Common Stock
on a one-for-one basis.
|
(12)
|
Based
on a statement on Schedule 13G filed with the SEC on February 7, 2006 by
Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and
Franklin Advisory Services, LLC. Includes 300,000 shares of the
Company’s Convertible Participating Preferred Stock that are convertible
into shares of Class A Common Stock on a one-for-one
basis.
|
(13)
|
Based
on a statement on Schedule 13D filed with the SEC on August 16, 2006 by I.
Wistar Morris, III. Mr. Morris has the sole voting power and
the sole investment power over 184,700 shares held for his benefit in
nominee name. He has no voting power but he has shared
investment power with respect to the 178,180 shares held by his wife, in
nominee name for her benefit and the 138,600 shares held in nominee name
for the benefit of his children, as well as, the 38,942 shares registered
in nominee name for a Foundation in which he is the
co-trustee.
|
(14)
|
Based
on a statement on Schedule 13G filed with the SEC on February 12, 2008 by
Arnhold and S. Bleichroeder Advisers, LLC. Includes 207,290
shares of the Company’s Convertible Participating Preferred Stock that are
convertible into shares of Class A Common Stock on a one-for-one
basis.
|
(15)
|
Based
on a statement on Schedule 13D filed with the SEC on March 22, 1996 by The
Pillsbury Company (now a subsidiary of General Mills, Inc.) and Grand
Metropolitan.
|
(16)
|
Based
on an amended statement on Schedule 13G filed with the SEC on February 14,
2008 by T. Rowe Price Associates, Inc. (Price
Associates). These securities are owned by various individual
and institutional investors, which Price Associates serves as investment
adviser with power to direct investments and/or sole power to vote the
securities. For purposes of the reporting requirements of the
Exchange Act, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such
securities.
|
(17)
|
Mr.
Kayser has sole voting and investment power over 65,628 shares of Class A
Common Stock owned by him and sole voting but no investment power over
5,550 shares owned by his siblings and their children, which are subject
to a voting trust agreement of which Mr. Kayser is a
trustee. Mr. Kayser has shared voting and investment power with
respect to 74,169 shares held in two trusts of which he is a co-trustee
and in which he and members of his family are
beneficiaries. The shares reported in the table include 76,936
shares held by the Seneca Foods Foundation (the “Foundation”), of which
Mr. Kayser is a director. The shares reported in the table do
not include (i) 12,577 shares owned by Mr. Kayser’s mother, (ii) 19,000
shares held in trust for Mr. Kayser’s mother, (iii) 3,781 shares held by
Mr. Kayser’s brothers, or (iv) 459,522 shares held by the Seneca Foods
Corporation Employee Savings Plan (the “401(k) Plan”), over which the
Company’s officers may be deemed to have shared voting and investment
power. Mr. Kayser has shared voting and investment power with
respect to the shares held by the Foundation. He disclaims
beneficial ownership of the shares held by his mother and in trust for his
mother, the shares held by his brother and the shares held by the 401(k)
Plan.
|
(18)
|
The
shares in the table include (i) 12,616 shares of Class A Common Stock held
by Ms. Stuart’s husband, (ii) 15,736 shares owned by her sister’s
children, of which Ms. Stuart is the trustee, (iii) 76,936 shares held by
the Foundation, of which Ms. Stuart is a director. Ms. Stuart
has shared voting and investment power with respect to the shares held by
the Foundation and sole voting and investment power with respect to the
shares owned by her sister’s children. She disclaims beneficial
ownership of the shares held by her
husband.
|
(19)
|
The
shares in the table include (i) 29,531 shares of Class A Common Stock held
by Mr. Wolcott’s wife, (ii) 76,936 shares held by the Foundation, of which
Mr. Wolcott is a director. The shares reported in the table do
not include (i) 308,528 shares of Class A Common Stock held directly by
Mr. and Mrs. Wolcott’s offspring and their families, or (ii) 459,522
shares held by the 401(k) Plan, over which the Company’s officers may be
deemed to have shared voting and investment power. Mr. Wolcott
has shared voting and investment power with respect to the shares held by
the Foundation. He disclaims beneficial ownership with respect
to the shares held by his wife, his offspring and their families and the
401(k) Plan.
|
(20)
|
Mr.
Kayser has sole voting and investment power over 83,151 shares of Class B
Common Stock he owns and sole voting but no investment power over 10,050
shares owned by his siblings and their children, which are subject to a
voting trust agreement of which Mr. Kayser is a trustee. Mr.
Kayser has shared voting and investment power with respect to 75,944
shares held in two trusts of which he is a co-trustee and in which he and
members of his family are beneficiaries. The shares in the
table include 74,924 shares held by the Foundation, of which Mr. Kayser is
a director. The shares in the table do not include (i) 284,300
shares held by the Pension Plan, of which Mr. Kayser is a trustee, (ii)
14,531 shares owned by Mr. Kayser’s mother, (iii) 19,000 shares held in
trust for Mr. Kayser’s mother or (iv) 74,392 shares held by the 401(k)
Plan. Mr. Kayser has shared voting and investment power with
respect to the shares held by the Pension Plan, the 401(k) Plan and the
Foundation. He disclaims beneficial ownership of the shares
held by his mother and in trust for his
mother.
|
(21)
|
The
shares reported in the table include (i) 18,894 shares of Class B Common
Stock held by Ms. Stuart’s husband, (ii) 40,848 shares owned by her
sister’s children, of which Ms. Stuart is the trustee and (iii) 74,924
shares held by the Foundation, of which Ms. Stuart is a
director. The shares in the table do not include 284,300 shares
held by the Pension Plan, of which Ms. Stuart is a trustee. Ms.
Stuart has shared voting and investment power with respect to the shares
held the Pension Plan and the Foundation and sole voting and investment
power with respect to the shares owned by her sister’s
children. She disclaims beneficial ownership of the shares held
by her husband.
|
(22)
|
Based
on an amended statement on Schedule 13D filed with the SEC on July 8, 2004
by Nancy A. Marks and certain related investors. The shares
reported in the table include 130,000 shares held in trust of which she is
a trustee.
|
(23)
|
The
shares in the table include (i) 8,584 shares of Class B Common Stock held
by Mr. Wolcott’s wife and (ii) 74,924 shares held by the Foundation, of
which Mr. Wolcott is a director. The shares in the table do not
include (i) 448,608 shares of Class B Common Stock held directly by Mr.
and Mrs. Wolcott’s offspring and their families, (ii) 284,300 shares held
by the Pension Plan, of which Mr. Wolcott is a trustee or (iii) 74,392
shares held by the 401(k) Plan. Mr. Wolcott has shared voting
and investment power with respect to the shares held by the Pension Plan,
the 401(k) Plan and the Foundation. He disclaims beneficial
ownership with respect to the shares held by his wife, his offspring and
their families.
|
Security
Ownership of Management and Directors
The
following table sets forth certain information available to the Company with
respect to shares of all classes of the Company’s voting securities owned by
each director, each nominee for director, each executive officer and all
directors, nominees and executive officers as a group, as of March 31,
2008. Beneficial ownership for these purposes is determined in
accordance with applicable SEC rules and includes shares over which a person has
sole or shared voting power or investment power. The holdings of
Common Stock listed in the table do not include the shares obtainable upon
conversion of the 10% Series A Preferred Stock and the 10% Series B Preferred
Stock, which currently are convertible into both Class A Common Stock and Class
B Common Stock on the basis of 20 and 30 shares of Preferred Stock,
respectively, for each share of Common Stock.
Name
of Beneficial Owner
|
Title
of Class
|
Shares
Beneficially Owned
|
Percent
of Class (1)
|
Arthur
H.
Baer
|
Class
B Common Stock
|
3,000
|
*%
|
Andrew
M.
Boas
|
Class
A Common Stock (2)
Class
B Common Stock
|
2,409,711
53,975
|
33.36
1.95
|
Robert
T.
Brady
|
Class
A Common Stock (3)
|
1,500
|
*
|
G.
Brymer
Humphreys
|
Class
A Common Stock (4)
Class
B Common Stock
|
1,200
800
|
*
*
|
Kraig
H.
Kayser
|
Class
A Common Stock (5)
Class
B Common Stock (5)
6%
Preferred Stock (5)
10%
Series A Preferred Stock (5)
10%
Series B Preferred Stock (5)
|
224,658
244,069
8,000
173,812
165,080
|
4.65
8.84
4.00
42.68
41.27
|
Susan
W.
Stuart
|
Class
A Common Stock (6)
Class
B Common Stock (6)
6%
Preferred Stock (6)
|
162,502
198,158
25,296
|
3.38
7.18
12.65
|
Thomas
Paulson
|
Class
A Common Stock
|
500
|
*
|
James
F.
Wilson
|
Class
A Common Stock (7)
|
2,355,736
|
32.78
|
Arthur
S.
Wolcott
|
Class
A Common Stock (8)
Class
B Common Stock (8)
6%
Preferred Stock (8)
10%
Series A Preferred Stock (8)
10%
Series B Preferred Stock (8)
|
117,090
92,059
32,844
212,840
212,200
|
2.64
3.33
16.42
52.26
53.05
|
Roland
E.
Breunig
|
Class
A Common Stock
|
479
|
*
|
Paul
L.
Palmby
|
Class
A Common Stock
|
1,918
|
*
|
Dean
E.
Erstad
|
|
-
|
-
|
All
directors and executive officers as a group
|
Class
A Common Stock (9)
Class
B Common Stock (9)
6%
Preferred Stock (9)
10%
Series A Preferred Stock (9)
10%
Series B Preferred Stock (9)
|
2,766,165
723,513
66,140
386,652
377,280
|
38.49
26.21
33.07
94.94
94.32
|
_________________________
* Less
than 1.0%.
(1)
|
The
applicable percentage of beneficial ownership is based on the number of
shares of each class of voting stock outstanding as of the March 31,
2008. With respect to certain persons, the percentage of
beneficial ownership of Class A Common Stock includes the shares of Class
A Common Stock that may be acquired upon conversion of the Company’s
Convertible Participating Preferred Stock but such shares are not treated
as outstanding for the purpose of computing the percentage ownership of
any other person.
|
(2)
|
Includes
2,355,736 shares of the Company’s Convertible Participating Preferred
Stock indirectly owned by Carl Marks Management Company,
L.P. Mr. Boas is a General Partner of Carl Marks Management
Company, L.P. and may be deemed to be the beneficial owner of such shares,
which are convertible into shares of Class A Common Stock on a one-for-one
basis. See note 9 to the table under the heading “ -- Security
Ownership of Certain Beneficial
Owners.”
|
(3)
|
Does
not include 300 shares of Class A Common Stock and 300 shares of Class B
Common Stock owned by Mr. Brady’s children as to which Mr. Brady disclaims
beneficial ownership.
|
(4)
|
Includes
400 shares of the Company’s Convertible Participating Preferred Stock,
which are convertible into shares of Class A Common Stock on a one-for-one
basis.
|
(5)
|
See
notes 4, 7, 17, and 20 to the table under the heading “ -- Security
Ownership of Certain Beneficial
Owners.”
|
(6)
|
See
notes 18 and 21 to the table under the heading “ -- Security Ownership of
Certain Beneficial Owners.”
|
(7)
|
Includes
2,355,736 shares of the Company’s Convertible Participating Preferred
Stock indirectly owned by Carl Marks Management Company,
L.P. Mr. Wilson is a General Partner of Carl Marks Management
Company, L.P. and may be deemed to be the beneficial owner of such shares,
which are convertible into shares of Class A Common Stock on a one-for-one
basis. See note 9 to the table under the heading “ -- Security
Ownership of Certain Beneficial
Owners.”
|
(8)
|
See
notes 2, 3, 6, 19, and 23 to the table under the heading “ -- Security
Ownership of Certain Beneficial
Owners.”
|
(9) See footnotes (2) through (7).
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires that the Company’s directors, officers and
shareholders owning more than 10% of a registered class of equity securities of
the Company file reports regarding their ownership and changes in that ownership
with the SEC. The Company is not aware that any from this group
failed to make such filings in a timely manner during the past
year.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table sets forth information with respect to the Company’s equity
compensation plans as of March 31, 2008:
Plan
Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity
compensation plans approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
96,166
|
|
Equity
compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
|
-
|
|
|
|
96,166
|
|
PROPOSAL TWO
: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit
Committee of the Board of Directors has appointed BDO Seidman, LLP to act as
auditors for the fiscal year ending March 31, 2009. BDO Seidman has
served as the Company’s registered independent public accounting firm since
December 8, 2005. On such date, the Company terminated Ernst &
Young LLP from serving as its independent accountants. A
representative of BDO Seidman 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
Seidman as the Company’s independent registered public accounting
firm. Pursuant to the Rules and Regulations of the Securities and
Exchange Commission, 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
affirmative vote of a majority of the votes cast on the proposal, assuming a
quorum is present at the Meeting, is required to ratify the appointment of BDO
Seidman. The directors of the Company unanimously recommend a vote
FOR the ratification of BDO Seidman as the Company’s independent registered
public accounting firm for the fiscal year ending March 31,
2009. Unless otherwise instructed, proxies will be voted FOR
ratification of the appointment of BDO Seidman.
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 Seidman and Ernst & Young LLP for fiscal
years 2008 and 2007.
|
|
2008
|
|
|
2007
|
|
Audit
Fees (1)
|
|
|
|
|
|
|
-
Audit of consolidated financial statements (2)
|
|
$
|
214,620
|
|
|
$
|
241,167
|
|
-
Audit of internal control over financial reporting (2)
|
|
|
245,971
|
|
|
|
380,061
|
|
-
Timely quarterly
reviews
|
|
|
38,000
|
|
|
|
46,000
|
|
Total
Audit
Fees
|
|
|
498,591
|
|
|
$
|
667,228
|
|
Audit-Related
Fees
(3)
|
|
|
10,630
|
|
|
|
56,010
|
|
All
Other
Fees
|
|
|
--
|
|
|
|
--
|
|
Total
|
|
$
|
509,221
|
|
|
$
|
723,238
|
|
_________________________
(1)
|
Includes
fees and expenses related to the fiscal year audit and interim reviews,
notwithstanding when the fees and expenses were billed or when the
services rendered. Fiscal year 2008 audit fees included $9,130
of Ernst & Young LLP related
fees.
|
(2)
|
Fiscal
year 2007 audit fees included $16,827 of Ernst & Young LLP related
fees. Includes fees and expenses billed through June 15,
2008.
|
(3)
|
Includes
fees and expenses for services rendered from April through March of the
fiscal year, notwithstanding when the fees and expenses were billed.
Consists of attestations related to SEC filings, including 8-K’s related
to acquisitions, comfort letters, consents, and comment
letters.
|
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 Seidman
was compatible with the maintenance of that firm’s independence in the conduct
of its auditing functions. The Audit Committee’s pre-approval
policies provide that the Chairman of the Audit Committee has the authority to
approve individual audit related and permitted non-audit engagements up to
$10,000. Larger engagements require majority Audit Committee
approval. There were no engagements of this type provided by the
principal accountant during the last two years.
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.
SHAREHOLDER PROPOSALS
FOR THE
2009
ANNUAL MEETING
Proposals
for the Company’s Proxy Material
Any
Company shareholder who wishes to submit a proposal for presentation at the
Company’s 2009 Annual Meeting must submit such proposal to the Company at its
office at 3736 South Main Street, Marion, New York 14505, Attention: Secretary,
no later than March 3, 2009, in order to be considered for inclusion, if
appropriate, in the Company’s proxy statement and form of proxy relating to its
2009 Annual Meeting.
Proposals
to be Introduced at the Annual Meeting but not Intended to be Included in the
Company’s Proxy Material
For any
shareholder proposal to be presented in connection with the 2009 Annual Meeting,
including any proposal relating to the nomination of a director to be elected to
the Board of Directors of the Company, a shareholder must give timely written
notice thereof to the Company in compliance with the advance notice provisions
of the federal securities laws. To be timely, a qualified shareholder
must give written notice to the Company at the Company’s offices not later than
May 17, 2009.
BY ORDER
OF THE BOARD OF DIRECTORS
JEFFREY
L. VAN RIPER
Secretary
SENECA
FOODS CORPORATION
3736 South Main Street
Marion,
NY 14505
PROXY
FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 7, 2008
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 Doubletree Hotel, 1150
9
th
Street, Modesto, California, on Thursday, August 7, 2008, at 11:00
a.m., Western Daylight Savings Time, and any and all adjournments thereof
(the "Meeting"), and to vote all shares of stock of the Company registered in
the name of the undersigned and entitled to vote at the Meeting upon the matters
set forth below:
MANAGEMENT
RECOMMENDS A VOTE FOR ITEM 1 AND FOR ITEM 2.
1.
Election of Directors: Election of four nominees to serve until the annual
meeting of shareholders in 2011 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:
Robert T.
Brady, G. Brymer Humphreys, Arthur S. Wolcott, James F. Wilson
2.
Appointment of Auditors: Ratification of the appointment of BDO Seidman, LLP as
the Company’s independent registered public accounting firm for the fiscal year
ending March 31, 2009.
¨
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, FOR ITEM
2
AND FOR
ITEM 3.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Signature_______________________________
________________________________________
Joint
owners should each sign. Executors,
administrators,
trustees, guardians, and
corporate
officers should give their titles.
Dated:__________________________________
(PLEASE
SIGN AND RETURN PROMPTLY)
Seneca Foods (NASDAQ:SENEA)
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