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SENEA > SEC Filings for SENEA > Form 8-K on 5-Aug-2013All Recent SEC Filings

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Form 8-K for SENECA FOODS CORP


5-Aug-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On August 1, 2013, the Company held its Annual Meeting of Shareholders. As of the record date established in connection with the Annual Meeting, the following shares of voting stock were issued and outstanding: (i) 8,706,843 shares of Class A common stock, $0.25 par value per share ("Class A Common Stock"); (ii) 2,045,732 shares of Class B common stock, $0.25 par value per share ("Class B 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"). Each share of Class B Common Stock, 10% Series A Preferred Stock, and 10% Series B Preferred Stock was entitled to one vote on each item submitted for consideration. Each share of Class A Common Stock was entitled to one-twentieth (1/20) of one vote on each item submitted for consideration. Each share of 6% Preferred Stock was entitled to one vote, but only with respect to the election of directors.

The following is a summary of the voting at the Annual Meeting:

Election of Directors:
At the Annual Meeting, John P. Gaylord, Susan A. Henry and Susan W. Stuart were
elected directors of the Company, each to serve until the 2016 Annual Meeting.

     Name             For          Withhold Authority      Broker Non-Votes
Arthur H. Baer      2,863,042                    7,323               277,197
Susan A. Henry      2,860,586                    9,779               277,197
Susan W. Stuart     2,855,879                   14,486               277,197

The Board of Directors is divided into three classes having staggered terms of three years each. The terms of office of Peter R. Call, Samuel T. Hubbard, Jr. and Arthur S. Wolcott expire in 2014 and the terms of office of Arthur H. Baer, Kraig H. Kayser and Thomas Paulson expire in 2015.

Ratification of Independent Registered Public Accounting Firm:

At the Annual Meeting, the shareholders voted to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014.

For Against Abstentions 2,961,248 1,316 220

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