a8-k103009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________________
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): October 29, 2009
SENECA FOODS
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
New York
(State
or Other Jurisdiction of Incorporation)
|
0-01989
(Commission
File Number)
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16-0733425
(IRS
Employer Identification No.)
|
3736 South Main Street,
Marion, New York 14505-9751
(Address
of Principal Executive Offices, including zip code)
(315)
926-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
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On
October 29, 2009, the Board of Directors of the Company adopted a resolution
setting the number of members of the Board of Directors at
nine. Effective as of such date, pursuant to Section 10 of Article II
of the Amended and Restated Bylaws of the Company, the Board of Directors has
elected John P. Gaylord to its Board of Directors to fill the vacancy created by
the expansion of the size of the Board. Mr. Gaylord shall serve until
the 2010 Annual Meeting of Shareholders or until his successor has been duly
elected and qualified. Mr. Gaylord will serve as an independent
director and a member of Seneca Foods’ Audit Committee as well as the
Compensation Committee.
Mr.
Gaylord is the President of Jacintoport Terminal Company, a Houston, Texas-based
energy storage and development company. Mr. Gaylord holds a bachelor
of business administration degree from Texas Christian University and a master
of business administration from Southern Methodist University.
There are
no arrangements or understandings between Mr. Gaylord and any other persons
pursuant to which Mr. Gaylord was appointed a director of the
Company. There are no transactions in which Mr. Gaylord has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr.
Gaylord will receive compensation for his service on the Board of Directors in
accordance with the Company’s standard compensatory arrangement for non-employee
directors. A description of the Company’s non-employee director
compensation program can be found under the caption “Compensation of Directors”
in the Company’s proxy statement for its 2009 Annual Meeting of Shareholders,
which was filed with the Securities and Exchange Commission on July 9,
2009.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
99.1 Press
Release dated October 30, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: October
30, 2009
SENECA
FOODS CORPORATION
By: /s/Jeffrey L. Van
Riper
Jeffrey
L. Van Riper
Vice
President and Controller