J&J Snack Foods Corp. (JJSF) Earnings Call Transcript & Summary

Good morning. Welcome to the Annual Meeting of the Shareholders of J&J Snack Foods Corp. I'm the President of J&J Snack Foods, and it is my pleasure to welcome you to our first-ever virtual Annual Shareholders Meeting. We have adopted the virtual meeting this year because of the ongoing COVID-19 pandemic. The virtual meeting allows us to keep everyone safe and secure and meet all regulatory requirements regarding social gatherings. We have shareholders from all around the country attending via the web portal. As is our custom, we will conduct the business portion of the meeting first. We will then have a short presentation and answer questions at the end of the meeting. [Operator Instructions] Please note that we are recording this meeting. However, any other recording is prohibited. In other words, no one attending via the webcast is permitted to use any audio recording device. I will act as Chairman of the meeting, pursuant to a resolution of the Board of Directors; and Marjorie Shreiber Roshkoff will act as secretary of the meeting. Marjorie Shreiber Roshkoff is Vice President and General Counsel of the company. Please know that we have all of our directors attending the virtual meeting today. I'd like to introduce them. Gerald B. Shreiber, Chairman of the Board; Sidney Brown, CEO of NFI; Vincent Melchiorre, Senior Vice President of Bimbo Bakeries; Peter G. Stanley, Chairman of Emerging Growth Equities; and of course, Marjorie Roshkoff, as I just mentioned, Vice President and General Counsel and Secretary of the company. Also attending virtually are James Epperson, Alexis Abate and Katie Noonan of Grant Thornton, independent public accountants for the company. The person selected by the Board of Directors to act as inspector of election at the meeting today is Mr. Ken Plunk, our Senior Vice President and Chief Financial Officer. The inspector of election has executed his oath of office and has filed it with the secretary. Ms. Roshkoff will present her report.

Thank you, Mr. President. An affidavit has been delivered attesting to the following: one, the notice of meeting dated December 21, 2020, stating the place that the meeting is virtual, its purposes and the timing of the meeting; a proxy statement issued in connection with the notice of meeting and attached to the notice; three, a form of proxy, which is mailed simultaneously with the notice of meeting and proxy statement; four, a complete list of shareholders as of the close of business on December 14, 2020, the record date, certified by the transfer agent; and lastly, an affidavit by Broadridge, certifying that the notice and proxy statement, together with the proxy card, were sent on or about December 29, 2020, to each shareholder of record as of December 14, 2020.

The secretary of the meeting has filed with the records of the company her copy of the notice of this meeting, the proxy statement, the formal proxy and the affidavit of Broadridge concerning the mailing of such material. You also will have the ability to vote during this meeting, should you desire to do so before voting is closed. Ms. Roshkoff has conferred with the inspector of election and will report.

Mr. President, there were 18,955,730 shares of common stock, which were outstanding on December 14, 2020, the record date for the meeting. And there are present, virtually or by proxy, shareholders entitled to cast at least a majority of the voting power on the record date. Accordingly, there is a quorum present.

Thank you, Ms. Roshkoff. Since there are present, virtually or by proxy, holders of record of more than a majority of the outstanding shares of common stock of the company, I declare that a quorum is present for the transaction of the business of the meeting. I also declare that this meeting is duly constituted and has been convened and is confident to proceed with the transaction of business. In order to conduct an orderly meeting, we expect to follow our agenda strictly. The agenda includes voting on a matter is set forth in the proxy statement and my comments on the company. We would then be pleased to receive any questions from the shareholders. Now we move on to the major business of the meeting. The first item on our agenda is the election of 1 director as set forth in the proxy statement. Ms. Roshkoff will review the nomination of the director of the company.

Mr. President, Peter Stanley has been nominated to be an elected director of the company as provided for in the bylaws and the notice of the shareholders related to this meeting. If elected, he will serve for a term expiring in 2026.

Thank you. You have heard the nomination for director. No other nominations for director to be elected at this meeting have been made by any shareholder. Therefore, the nomination for directors are closed. Ms. Roshkoff will review the second proposal.

The second proposal is an advisory vote on the approval of the company's executive compensation program. These programs are described in the proxy statement.

Ms. Roshkoff will review the third proposal.

The third proposal is for the approval of the J&J Snack Foods Corp. amended and restated long-term incentive plan. The purpose of this plan is to provide incentives to officers, directors, key employees and key consultants of J&J and any of its subsidiaries. This proposal amends and restates the J&J Snack Foods Corp. 2017 stock option plan to add additional types of awards to the plan, consisting of restricted straw -- restricted stock and restricted stock units, performance awards and dividend equivalent rights. The number of shares underlying the plan have not been changed and generally no other changes, except for providing for additional forms of awards have been made. The purpose of this plan is to provide incentives to officers, directors, key employees and key consultants of J&J and any of its subsidiaries by encouraging them to acquire a proprietary interest in the company, along with increased personal interest in the company's continued success and progress, which, thereby, maximizes shareholder value and also contributes to the success of the company. It also enables the company to attract and retain and reward the best available people for positions of responsibility.