UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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the Registrant x
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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J
& J Snack Foods Corp.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PROXY STATEMENT
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
February
12, 2009
TO
OUR SHAREHOLDERS:
The
annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held on
Thursday, February 12, 2009 at 10:00 A.M., E.S.T., at The Crowne Plaza, 2349
West Marlton Pike (Route 70), Cherry Hill, New Jersey 08002 for the following
purpose:
1. To elect
one director;
2. To
consider and act upon such other matters as may properly come before the meeting
and any adjournments thereof.
The Board
of Directors has fixed December 15, 2008 as the record date for the
determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Annual Meeting.
YOU ARE
CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED, STAMPED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
| By Order of the Board of Directors | |
| Dennis G. Moore, | |
| Secretary |
December
22, 2008
6000
Central Highway
Pennsauken,
New Jersey 08109
This
proxy statement and the enclosed proxy are being furnished to shareholders of J
& J Snack Foods Corp. (“J & J" or "The Company") in conjunction with the
solicitation of proxies by the Board of Directors of J & J (the "Board") for
use at J & J's 2009 Annual Meeting of Shareholders to be held on Thursday,
February 12, 2009, at 10:00 A.M., E.S.T., at Crowne Plaza, 2349 West Marlton
Pike (Route 70), Cherry Hill, New Jersey (the "Annual Meeting"), and at any
adjournment or postponement of the Annual Meeting. The approximate date upon
which this proxy statement and the accompanying form of proxy are being first
sent or given to J & J's shareholders is December 22, 2008.
What
is the purpose of the Annual Meeting?
At the
Annual Meeting, J & J shareholders will act on the matters outlined in the
Notice of Annual Meeting, including the election of one (1) director; and any
other matters that may properly come before the Annual Meeting or any
adjournment or postponement of the Annual Meeting.
Who
pays expenses related to the proxy solicitation?
The
expenses of the proxy solicitation will be borne by J & J. In addition to
solicitation by mail, proxies may be solicited in person or by telephone by
directors, officers or employees of J & J and its subsidiaries without
additional compensation. J & J may engage the services of a proxy-soliciting
firm. J & J is required to pay the reasonable expenses incurred by record
holders of J & J common stock, no par value ("Common Stock"), who are
brokers, dealers, banks or voting trustees, or their nominees, for mailing proxy
material and annual shareholder reports to the beneficial owners of Common Stock
they hold of record, upon request of such recordholders.
Who
is entitled to vote?
The Board
has fixed the close of business on December 15, 2008 (the "Record Date"), as the
date for determining holders of record of J & J Common Stock entitled to
receive notice of, and to vote at, the Annual Meeting. On the Record Date, there
were 18,317,692 shares of Common Stock outstanding.
What
are the voting rights?
Each
recordholder of Common Stock is entitled to cast one vote for each share held on
the Record Date. Pursuant to the New Jersey Business Corporation Act
(the "NJBCA"), the election of directors will be determined by a plurality vote
and the one (1) nominee receiving the most "FOR" votes will be elected. Approval
of any other proposal will require the affirmative vote of a majority of the
votes cast on the proposal.
What
constitutes a quorum?
The
holders of a majority of the aggregate outstanding shares of Common Stock,
present either in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting and at any postponement or
adjournment of the Annual Meeting. Pursuant to the NJBCA, abstentions and broker
non-votes (described below) will be counted for the purpose of determining
whether a quorum is present.
What
is the effect of abstentions and broker non-votes?
Under the
NJBCA, abstentions, or a withholding of authority, or broker non-votes, are not
counted as votes cast and, therefore, will have no effect on any proposal at the
Annual Meeting. Brokers who hold shares for the accounts of their clients may
vote such shares either as directed by their clients or in their own discretion
if permitted by the applicable stock exchange or other organization of which
they are members. Members of the New York Stock Exchange ("NYSE") are permitted
to vote their clients' shares in their own discretion as to the election of
directors and certain other "routine" matters if the clients have not timely
furnished voting instructions prior to the Annual Meeting. When a broker votes a
client's shares on some but not all of the proposals at a meeting, the omitted
votes are referred to as "broker non-votes."
How
do I vote my shares?
If you
are a registered shareholder (that is, if your stock is registered in your
name), you may attend the Annual Meeting and vote in person, or vote by proxy.
To vote by mail - mark, sign and date your proxy card and return such card in
the postage-paid envelope J & J has provided you.
If you
hold your shares in street name (that is, if you hold your shares through a
broker, bank or other holder of record), you will receive a voting instruction
form from your broker, bank or other holder of record. This form will explain
which voting options are available to you. If you want to vote in person at the
annual meeting, you must obtain an additional proxy card from your broker, bank
or other holder of record authorizing you to vote. You must bring this proxy
card to the meeting.
J & J
encourages you to vote your shares for matters to be covered at the Annual
Meeting.
What
if I do not specify how I want my shares voted?
If you
submit a signed proxy card but do not indicate how you want your shares voted,
the persons named in the enclosed proxy will vote your shares of Common
Stock:
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"for"
the election of the nominee for director;
and
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with
respect to any other matter that properly comes before the Annual Meeting,
the proxy holders will vote the proxies in their discretion in accordance
with their best judgment and in the manner they believe to be in the best
interest of J & J.
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Can I change my vote after submitting
my proxy?
Yes. You
can change your vote at any time before your proxy is voted at the Annual
Meeting. If you are a shareholder of record, you may revoke your proxy
by:
| ● | submitting a later-dated proxy by mail; or | |
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attending
the Annual Meeting and voting in person. Your attendance alone will not
revoke your proxy. You must also vote in person at the Annual
Meeting.
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If you
hold your shares in street name, you must contact your broker, bank or other
nominee regarding how to change your vote.
Can
shareholders speak or ask questions at the Annual Meeting?
Yes. J
& J encourages shareholders to ask questions or to voice their views. J
& J also wishes to assure order and efficiency for all attending
shareholders. Accordingly, the Chairman of the Annual Meeting will have sole
authority to make any determinations on the conduct of the Annual Meeting,
including time allotted for each shareholder inquiry or similar rules to
maintain order. Such determination by the Chairman of the Annual Meeting will be
final, conclusive and binding. Anyone who is disruptive or refuses to comply
with such rules of order will be excused from the Annual Meeting.
INFORMATION
CONCERNING NOMINEE FOR ELECTION TO BOARD
One (1)
director is expected to be elected at the Annual Meeting to serve on the Board
of Directors of J & J until the expiration of his term as indicated below
and until his successor is elected and has qualified.
The
following table sets forth information concerning J & J's nominee for
election to the Board of Directors. If the nominee becomes unable or for good
cause will not serve, the persons named in the enclosed form of proxy will vote
in accordance with their best judgment for the election of such substitute
nominee as shall be designated by the Board of Directors. The Board of Directors
of J & J expects the nominee to be willing and able to serve.
| Name |
Age
|
Position |
Year of
Expiration
of
Term as
Director
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| Leonard M. Lodish |
65
|
Director |
2014
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DIRECTORS
AND EXECUTIVE OFFICERS
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| Name |
Age
|
Position |
Year of
Expiration
of
Term as
Director
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| Sidney R. Brown |
51
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Director |
2013
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Dennis G.
Moore
|
53
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Senior Vice President, Chief Financial Officer, |
2012
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Secretary, Treasurer and Director |
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| Gerald B. Shreiber |
67
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Chairman of the Board, Chief Executive Officer, Director |
2010
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| Peter G. Stanley |
66
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Director |
2011
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| Daniel Fachner |
48
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President, The ICEE Company |
--
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| Vincent Melchiorre |
48
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Executive Vice President - Food Group |
--
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| Robert M. Radano |
59
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Senior Vice President, Chief Operating Officer |
--
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Leonard
M. Lodish became a director in 1992. He is the Samuel R. Harrell Professor in
the Marketing Department and Vice Dean, Wharton West of The Wharton School at
the University of Pennsylvania where he has been a professor since 1968. He is a
Director of Franklin Electronic Publishing, Inc.(maker of portable electronic
reference works).
Sidney R.
Brown is the Chief Executive Officer of NFI Industries, Inc., a comprehensive
provider of freight transportation, warehousing, third party logistics, contract
manufacturing and real estate development. He is Vice Chairman, of Sun National
Bank, a national bank operating in New Jersey, Delaware and Pennsylvania. He
became a director in 2003.
Dennis G.
Moore joined the Company in 1984, and has served in various capacities since
that time. He was named Chief Financial Officer in 1992 and was elected to the
Board of Directors in 1995.
Gerald B.
Shreiber is the founder of the Company and has served as its Chairman of the
Board, President, and Chief Executive Officer since its inception in
1971.
Peter G.
Stanley became a director in 1983. Since November 1999 he is a Senior Vice
President of Emerging Growth Equities, Ltd., an investment banking
firm.
Daniel
Fachner has been an employee of The ICEE Company since 1979 and became its
President in August 1997.
Vincent
Melchiorre joined the Company in June 2007 as its Executive Vice President -
Food Group and President of Country Home Bakers. From May 2006 to June 2007 he
was Senior Vice President, Bread and Roll business, George Weston Foods. From
January 2003 to April 2006 he was Senior Vice President, Sales and Marketing at
Tasty Baking Company. From June 1982 to December 2002 he was employed by
Campbell Soup Company in various capacities, most recently as Vice President of
Marketing of Pepperidge Farm.
Robert M.
Radano joined the Company in 1972 and in May 1996 was named Chief Operating
Officer of the Company.
The
Board recommends that you vote "FOR" the election of the nominee.
Corporate
Governance Guidelines
J & J
is a Company incorporated under the laws of the State of New Jersey. In
accordance with New Jersey law and J & J's By-laws, the Board of Directors
has responsibility for overseeing the conduct of J & J's business. J & J
has established a Code of Business, Conduct and Ethics which is applicable to
all directors, officers and employees of the Company. In addition, the Company
has adopted a Code of Ethics for Chief Executive and Senior Financial Officers.
Copies of these codes are available on the Company's website.
Director
Independence
The rules
of NASDAQ require that a majority of the Company's Board of Directors and the
Members of the Audit Committee, Compensation Committee and the Nominating/
Governance Committee meet its independence criteria. No director qualifies as
independent unless the Board determines that the director has no direct or
indirect material relationship with the Company. The Board considers all
relevant facts and circumstances of which it is aware in making an independence
determination.
Based on
the NASDAQ guidelines the Board has determined that each of the following
directors are independent: Sidney R. Brown, Leonard M. Lodish and Peter G.
Stanley. None of the directors who qualify as independent has a business,
financial, family or other type of relationship with J & J.
Board
Meetings
During
the fiscal year the Board of Directors held four regularly scheduled meetings.
Each Director attended at least 75% of the total meetings of the Board of
Directors and the Committees on which he served.
Annual
Meeting Attendance
It has
been longstanding practice of the Company for all Directors to attend the Annual
Meeting of Shareholders. All Directors attended the 2008 Annual
Meeting.
Executive
Sessions of Independent Directors
The
Independent Directors meet in executive sessions without management present
before or after regularly scheduled Board meetings. In addition, the Independent
Directors meet at least once annually with the Chief Executive Officer at which
time succession issues are discussed.
Director
Stock Ownership Guidelines
The Board
has established stock ownership guidelines for the non-employee directors.
Within two years of election as a director, the director must attain and hold
5000 shares of J & J's Common Stock. Shares issued under the Deferred Stock
Plan do not count toward this requirement. All current non-employee
directors meet this guideline.
Board
Committees
In order
to fulfill its responsibilities, the Board has delegated certain authority to
its committees. There are three standing committees: (i) Audit Committee, (ii)
Compensation Committee and (iii) Nominating/Governance Committee. Each Committee
has its own Charter which is reviewed annually by each committee to assure
ongoing compliance with applicable law and sound governance practices. Committee
charters may be found on our website at www.jjsnack.com under the "Investor
Relations" tab and then under "Corporate Governance". Paper copies are available
at no cost by written request to Dennis G. Moore, Corporate Secretary, J & J
Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
08109.
The
Audit Committee
The Audit
Committee is comprised of directors Stanley (Chairman), Brown and Lodish, each
of whom qualifies as an independent director and meets the other requirements to
serve on the Audit Committee under rules of the NASDAQ Stock Market. The
principal functions of the Audit Committee include, but are not limited to, (i)
the oversight of the accounting and financial reporting processes of the Company
and its internal control over financial reporting; (ii) the oversight of the
quality and integrity of the Company's financial statements and the independent
audit thereof; and (iii) the approval, prior to the engagement of, the Company's
independent auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Company's independent
auditors. The Audit Committee convened six (6) times during the 2008 fiscal
year.
The Audit
Committee currently does not have an Audit Committee Financial Expert, as such
term is defined in Section 407 of the Sarbanes-Oxley Act of 2002. The Audit
Committee believes that the background and experience of its members allow them
to perform their duties as members of the Audit Committee. This background and
experience includes a former banker and current investment banker who regularly
reviews financial statements of companies, a Professor at The Wharton School of
the University of Pennsylvania, one of the leading business schools in the
United States, and a Chief Executive Officer of a substantial private company
with financial oversight responsibilities.
The
Compensation Committee
The
Compensation Committee is comprised of directors Brown (Chairman), Lodish and
Stanley, each of whom qualifies as an independent director under the rule of the
NASDAQ Stock Market, as non-employee directors under Rule 16b-3 of the
Securities Exchange Act of 1934, and as outside director under Section 162(m) of
the Internal Revenue Service. The Committee has responsibility for the
following:
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Annually
review and determine the compensation of the CEO and other officers
without the CEO being present during the voting or deliberations of the
compensation committee with respect to his or her
compensation.
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Review
and approve compensation paid to family members of officers and
directors.
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Determine
the Company's policy with respect to the application of Internal Revenue
Code Section 162(m).
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Approve
the form of employment contracts, severance arrangements, change in
control provisions and other compensatory arrangements with
officers.
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Approve
cash incentives and deferred compensation plans for officers (including
any modification to such plans) and oversee the performance objectives and
funding for executive incentive
plans.
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Approve
compensation programs and grants involving the use of the Company's stock
and other equity securities, including the administration of the Stock
Option Plan.
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Prepare
an annual report on executive compensation for inclusion in the Company's
proxy statement for each annual meeting of shareholders in accordance with
applicable rules and regulations.
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Retain
and terminate any compensation consultant to be used to assist the
evaluation of the compensation of the directors, CEO or officers of the
Company, including the sole authority to select the consultant and to
approve the firm's fees and other retention
terms.
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Obtain
advice and assistance from internal or external legal, accounting or other
advisors as required for the performance of its
duties.
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Monitor
compliance with legal prohibitions on loans to directors and officers of
the Company.
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Review
the Committee's performance
annually.
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Review
and reassess the adequacy of the Committee's Charter annually and
recommend to the Board any appropriate
changes.
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Perform
such other duties and responsibilities as may be assigned to the
Committee, from time to time, by the
Board.
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The
Compensation Committee held two (2) meetings during fiscal 2008.
The
Nominating Committee
The
Nominating and Corporate Governance Committee is comprised of directors Lodish
(Chairman), Brown and Stanley, each of whom qualifies as an independent director
under rules of the NASDAQ Stock Market. This Committee's primary
responsibilities are to (1) make recommendations to the Board of Directors
regarding composition of the Board and committees of the Board, (2) identify
individuals qualified to become Board members and recommend to the Board
qualified individuals to be nominated for election or appointed to the Board,
(3) develop a succession plan for the Company's Chief Executive Officer and (4)
develop corporate governance guidelines applicable to the Company. The Committee
will consider nominees for directors recommended by stockholders. Any
stockholder may recommend a prospective nominee for the Committee's
consideration by submitting in writing to the Company's Secretary (at the
Company's address set forth above) the prospective nominee's name and
qualifications. The Nominating and Corporate Governance Committee held one (l)
meeting during fiscal 2008.
Shareholder
Proposals and Nominations
Any
stockholder who wishes to submit a proposal to be voted on or to nominate a
person for election to the Board of Directors at the Company's annual meeting of
stockholders in 2010 must notify the Company's Secretary (at the Company's
address set forth above) no earlier than August 6, 2009 and no later than
September 8, 2009 (unless the date of the 2010 annual meeting is more than 30
days before or more than 60 days after February 12, 2010, in which case the
notice of proposal must be received by the later of November 5, 2009 or the
tenth day following the day the Company publicly announces the date of the 2010
annual meeting). The notice of a proposal or nomination must also include
certain information about the proposal or nominee and about the stockholder
submitting the proposal or nomination, as required by the Company's By-Laws, and
must also meet the requirements of applicable securities laws. Proposals or
nominations not meeting these requirements will not be presented at the annual
meeting.
For more
information regarding stockholder proposals or nominations, you may request a
copy of the Bylaws from the Company's Secretary at the Company's address set
forth above.
Communication
with The Board
Shareholders,
employees and others may contact any of the Company's Directors by writing to
them c/o J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New
Jersey 08109.
Compliance
With Section 16(A) of the Securities Exchange Act of 1934
Section
16(A) of the Securities Exchange Act of 1934 requires that the Company's
directors and executive officers, and persons who beneficially own more than ten
percent of the Company's Common Stock, file with the Securities and Exchange
Commission reports of ownership and changes in ownership of Common Stock and
other equity securities of the Company. To the Company's knowledge, based solely
on a review of the copies of such reports furnished to the Company and written
representations received by it from such directors and executive officers, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten-percent beneficial owners were complied with
during fiscal 2008.
Director
Compensation
Each
director receives on January 1 an annual grant under the Deferred Stock Plan of
shares having a value of $75,000 as well as $750 per quarter as a retainer and
$1,000 for attendance at each of the Company's four quarterly Board meetings. In
addition, the Chairman of the Audit Committee receives an annual fee of
$10,000.
Non-Employee Director Compensation
Table for Fiscal 2008
| Directors at September 27, 2008 |
Fees
Paid
in
Cash
$
|
Stock
Awards(1)
$
|
||||||
| Sidney R. Brown | 7,000 | 75,000 | ||||||
| Leonard M. Lodish | 7,000 | 75,000 | ||||||
| Peter G. Stanley | 12,000 | 75,000 | ||||||
_______________
(1)
Reflects the dollar amount recognized for financial statement purposes for the
fiscal year ended September 27, 2008 in accordance with FAS 123(R)
The
following table sets forth information as of December 1, 2008 concerning (i)
each person or group known to J & J to be the beneficial owner of more than
5% of Common Stock, (ii) each director of the Company, (iii) the Company's Chief
Executive Officer and each of the Company's four most highly compensated
executive officers for the 2008 fiscal year, and (iv) the beneficial ownership
of Common Stock by the Company's directors and all named executive officers as a
group. Except as otherwise noted, each beneficial owner of the Common Stock
listed below has sole investment and voting power.
| Name and Address of Beneficial Owner |
Shares
Owned
Beneficially(1)
|
Percent of
Class
|
||||||
| Directors, Nominees and Named Executive Officers | ||||||||
| Gerald B. Shreiber | 4,158,456 | (2) | 22 | % | ||||
|
6000 Central
Highway
|
||||||||
|
Pennsauken, NJ
08109
|
||||||||
| Sidney R. Brown | 18,210 | (3) | * | |||||
| Leonard M. Lodish | 33,212 | (4) | * | |||||
| Dennis G. Moore | 102,207 | (5) | * | |||||
| Robert M. Radano | 102,969 | (6) | * | |||||
| Peter G. Stanley | 55,060 | (7) | * | |||||
| Daniel Fachner | 37,617 | (8) | * | |||||
| Vincent Melchiorre | 10,000 | * | ||||||
| All executive officers and directors as a group (8 persons) | 4,517,731 | (9) | 24 | % | ||||
| Five percent Shareholders | ||||||||
| Neuberger Berman LLC |
|
10 | % | |||||
|
605 Third
Avenue
|
||||||||
|
New York, NY
10158
|
||||||||
| River Road Asset Management LLC | ||||||||
|
462 South Fourth
Street, Suite 1600
|
||||||||
|
Louisville, KY
40202
|
5 | % | ||||||
| Barclays Global Investors, NA | ||||||||
|
45 Fremont
Street
|
||||||||
|
San Francisco, CA
94105
|
5 | % | ||||||
* Less
than 1 %
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(1)
|
The
securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations
of the Securities and Exchange Commission and, accordingly, include
securities owned by or for the spouse, children or certain other relatives
of such person as well as other securities as to which the person has or
shares voting or investment power or has the right to acquire within 60
days of Record Date. The same shares may be beneficially owned by more
than one person. Beneficial ownership may be disclaimed as to certain of
the securities.
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(2)
|
Includes
240,000 shares of Common Stock issuable upon the exercise of options
granted to Mr. Shreiber and exercisable within 60 days from the date of
this Proxy Statement, and 152,250 shares owned by a charitable foundation
in which Mr. Shreiber has the right to vote and dispose of the
shares.
|
| (3) | Includes 13,210 shares of Common Stock issuable under the Deferred Stock Plan. |
|
(4)
|
Includes
6,000 shares of Common Stock issuable upon the exercise of options and
exercisable within 60 days from the date of this Proxy Statement and
22,210 shares issuable under the Deferred Stock
Plan.
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(5)
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Includes
31,685 shares of Common Stock issuable upon the exercise of options
granted to Mr. Moore and exercisable within 60 days from the date of this
Proxy Statement.
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(6)
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Includes
8,253 shares of Common Stock issuable upon the exercise of options granted
to Mr. Radano and exercisable within 60 days from the date of this Proxy
Statement.
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(7)
|
Includes
8,850 shares owned jointly with Mr. Stanley's spouse with shared voting
and investment power, 24,000 shares of Common Stock issuable upon the
exercise of options and exercisable within 60 days from the date of this
Proxy Statement and 22,210 shares issuable under the Deferred Stock
Plan.
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(8)
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Includes
8,253 shares of Common Stock issuable upon the exercise of options granted
to Mr. Fachner and exercisable within 60 days from the date of this Proxy
Statement.
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(9)
|
Includes
318,191 shares of Common Stock issuable upon the exercise of options
granted to executive officers and directors of J & J and exercisable
within 60 days from the date of this Proxy Statement and 57,630 shares
issuable under the Deferred Stock
Plan.
|
Introduction:
J & J Snack Foods Corp. manufactures nutritional snack foods and frozen
beverages which it markets nationally to the food service and retail supermarket
industries. Our compensation programs are designed to support our business goals
and promote both short-term and long-term growth. This section of the proxy
statement explains how our compensation programs are designed and operate in
practice with respect to our Named Executive officers. Our Named Executive
Officers are the CEO, CFO and three most highly compensated executive officers
in a particular year. The "Executive Compensation" section presents compensation
earned by the Named Executive Officers.
Executive
Compensation Objectives
Our
executive compensation programs reflect our results-oriented corporate culture
that rewards achievement of aggressive goals. Our compensation program for
executive officers is designed to attract, retain, motivate and reward talented
executives who will advance our strategic, operational and financial objectives
and thereby enhance stockholder value.
The
following principles are considered in setting compensation programs and pay
levels:
|
●
|
Compensation and benefit
programs offered by J & J should appropriately reflect the size and
financial resources of our Company in order to maintain long-term
viability. These programs should be increasingly market-based
(rather than legacy) and competitive, without limiting our ability to
adequately invest in our business. This approach supports our efforts to
maintain a viable and sustainable enterprise for the future
.
|
|
●
|
Compensation should reward
Company and individual performance. Our programs should
strive to deliver competitive compensation for exceptional individual and
Company performance to companies with whom we compete for executive
talent. The Compensation Committee reviews reports of
compensation of 100 local Philadelphia
companies.
|
|
●
|
Compensation of executive
officers should be predominately performance-based. At
higher levels in the Company, a greater proportion of an executive's
compensation should be linked to Company performance and stockholder
returns. As discussed below, our performance is measured against financial
and operational goals and objectives. We also place emphasis on relative
performance with our competitor peer
group.
|
|
●
|
The objectives of rewarding
performance and retention should be balanced. In periods of
temporary downturns in Company performance, particularly when driven by
unanticipated industry events or customer decisions, our compensation
programs should continue to ensure that high-achieving, marketable
executives remain motivated and committed to J & J. This principle is
essential to our effort to encourage our leaders to remain with J & J
for long and productive careers.
|
|
●
|
Executive officers should be J
& J stockholders. Stock ownership aligns our executive
officers' interest with those of our stockholders. They should be required
to maintain ownership of J & J stock at a level appropriate for their
position in the company. J & J's long-term equity-based compensation
program should facilitate stock ownership and link a portion of
compensation to stock price
appreciation.
|
Determining
Compensation
The
Compensation Committee's process for determining compensation levels for
executive officers differs depending upon the compensation element and the
position of the individual being considered. For each executive officer other
than the CEO; the Compensation Committee annually reviews each element of
compensation described below in consultation with the CEO. A number of factors
are considered in determining individual compensation level, including
performance of the individual and the business unit or function under his or her
leadership, the Company's performance, and economic and business conditions
affecting J & J at the time of the review. Management and external sources
provide relevant information and analyses as the Compensation Committee deems
appropriate. Competitive market data (compensation of 100 local Philadelphia
Companies) is considered from time to time, but we need not set compensation
levels at a targeted percentile or rely solely on such data to make compensation
decisions. While substantially guided by the applicable performance metrics of
our programs, the Compensation Committee retains authority to exercise its
judgment when approving individual awards. The Committee does not
engage in the benchmarking of total compensation or any material component
thereof.
With
respect to the CEO, the Compensation Committee meets in executive session to
assess annual Company and individual performance. The Compensation Committee
determines Mr. Shreiber's base salary based on the factors the Compensation
Committee, in its discretion, considers relevant and in the best interest of J
& J. Mr. Shreiber's bonus and stock option grant are determined by a formula
approved by J & J's stockholders.
J &
J's policies are generally not to have employment contracts or change in control
provisions for its executive officers. Its four senior executive officers, other
then Mr. Melchiorre, have an average of over 30 years service with the Company.
None of these officers have employment contracts or change-in-control
provisions. This substantial long-term commitment is also demonstrated in this
group's significant ownership of Company stock. As an inducement in the hiring
of Mr. Melchiorre as Executive Vice President and to provide him with certain
security, the Committee determined that an employment contract was appropriate.
The terms of this Employment Contract were designed to provide a competitive
salary and benefits and to provide long-term incentives the purposes of which
are discussed below.
Annual Cash
Incentive
The
Annual Cash Incentive or Bonus for each Named Executive Officer is handled in a
variety of ways. Certain executives are governed by various formula
described below which have been developed over the years. The Compensation
Committee reviews the formula annually and has determined that it is producing
results that it considers fair and appropriate.
Gerald B. Shreiber - CEO. At
our 2004 Annual Meeting, the Shareholders approved a bonus formula for Mr.
Shreiber whereby he receives annually a bonus equal to 2.5 percent of the
Company's Net Earnings. This formula produced a bonus of $736,000 in fiscal year
2006, $802,790 in fiscal year 2007 and $697,702 in fiscal year
2008.
Dennis G.
Moore's, Senior Vice President and CFO, bonus is not determined by formula. In
determining his bonus the Compensation Committee reviews published reports of
salaries and bonus given to CFO's of 100 local Philadelphia companies and
considers the recommendation of the CEO and the annual results of the
Company.
Robert
Radano's, Senior Vice President and COO, has a target bonus of 50% of his base
compensation. His bonus is based upon the performance of the Food
Service operation in both New Jersey and California as well as the performance
of Hom/Ade Foods and Uptown Bakeries. The Committee does not use a
specific formula in considering the above factors. The committee also
considers the recommendation of the CEO.
Daniel
Fachner's annual bonus is equal to two percent (2%) of the earnings before taxes
and foreign currency adjustments for the ICEE Company.
Vincent
Melchiorre's bonus for fiscal 2008 was based upon the recommendation of the CEO
evaluating his overall performance and the annual results of the
Company.
Employment Agreement with
Vincent Melchiorre
Mr.
Melchiorre joined J & J in June 2007 and entered into an Employment
Agreement at that time. Either the Company or Mr. Melchiorre can terminate the
Employment Agreement on thirty (30) days written notice. The Agreement provides
that Mr. Melchiorre will have a Base Compensation of $286,000 per annum and a
target bonus of 75% of Base Compensation. Upon execution of his
Employment Agreement, Mr. Melchiorre was granted 10,000 shares of the Company’s
common stock which are held by the Company with 5,000 shares to be released on
both June 1, 2009 and June 1, 2010, if Mr. Melchiorre is then employed by the
Company.
Mr.
Melchiorre is to receive annually, pursuant to the Company's Stock Option Plan,
options to acquire $100,000 in stock value upon the same terms and conditions as
other employees of the Company. Mr. Melchiorre's Agreement further provides that
upon a change-in-control he is to receive an amount equal to two times his
current Base Compensation plus his annual bonus for the previous
year.
Long-Term
Incentives
Long-term
incentive compensation is designed to :
● align
executive officer and stockholder interests;
● facilitate
stock ownership among executive officers;
● reward
achievement of long-term performance goals; and
● provide
incentives for executive retention;
Mr.
Shreiber’s annual grant of stock options is fixed by the Stock Option Plan at
20,000 options per year. Mr. Melchiorre’s grants of stock options are set forth
in his Employment Contract discussed above. The Compensation
Committee has determined that Other Named Executive Officers should receive
annual grants of stock options to acquire $100,000 in stock value because this
is the limit above which options no longer qualify as Incentive Stock Options
under Internal Revenue Service regulations.
The
Compensation Committee’s decision to limit the use of long term compensation to
the stock options described above is because the Named Executive Officers, other
than Mr. Melchiorre, have already accumulated substantial stock ownership over
their long periods of service. As a result compensation of the Named
Executive Officers is primarily current compensation. The
Compensation Committee did not consider any other forms of long-term incentives
since its opinion is that the stock option grants are sufficient long-term
incentives.
The terms
of the long-term incentive awards granted to Named Executive Officers are
described in the narrative to Summary Compensation Table and Grants of
Plan-Based Awards table. In accordance with the Stock Option Plan,
Mr. Shreiber’s options are granted at the end of the Company’s fiscal year. With
the exception of options granted to recently hired employees at time of hire or
to employees hired in connection with an acquisition, stock options are granted
in December of each year on a date selected by the Board at its
December meeting.
Benefits
Our Named
Executive Officers participate in the full range of benefit and retirement plans
provided to all salaried employees. These include health and welfare benefits,
our 401(K) plan and our Stock Purchase Plan.
Perquisites
J & J
provides a limited number of perquisites, none of which exceed $25,000 in value,
to its Named Executive Officers. The most significant of these perquisites is
the use of a Company automobile. Mr. Fachner is provided with an allowance to
defray the cost of his Country Club membership.
Tax
and Accounting Considerations
Deductibility of Executive
Compensation. In general, the compensation awarded to our
Named Executive Officers will be taxable to the executive and will give rise to
a corresponding corporate deduction at the time the compensation is paid.
Section 162(m) of the Internal Revenue Code (Code) generally denies a federal
income tax deduction for certain compensation in excess of $1 million per year
paid to the chief executive officer or the named executive officers. During 2008
our CEO received compensation in excess $1 million. However, his bonus was
pursuant to a formula approved by the stockholders and therefore exempt from the
Section 162(m) limitations on deductibility.
Although
deductibility of compensation is preferred, tax deductibility is not a primary
objective of our compensation programs. We believe that achieving our
compensation objectives set forth above is more important than the benefit of
tax deductibility. We reserve the right to maintain flexibility in how we
compensate our executive officers, which may result in limiting the
deductibility of amounts of compensation from time to time.
Accounting for Stock-Based
Compensation. Effective with the 2006 fiscal year, we adopted
FASB Statement No. 123R (SFAS 123R), Share-Based Payment. Stock-based
compensation expense for all share-based payment awards is based on the grant
date fair value estimated in accordance with the provisions of SFAS
123R.
Policy
on Claw Backs
The
Company does not have any policy providing for the recovery of awards or
payments if the relevant performance measures upon which they are based are
restated or otherwise adjusted in a manner that would reduce the size of an
award or payment.
Report
of the Compensation Committee
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.
Compensation Committee of the Board
of Directors
Sidney R.
Brown, Chairman
Leonard
M. Lodish
Peter G.
Stanley
SUMMARY
COMPENSATION TABLE
The following table summarizes
compensation paid or earned for the fiscal year ending September 27, 2008 for
the Company's Chief Executive Officer, Chief Financial Officer and the three
other most highly compensated executive officers (the "Named Executive
Officers").
|
Name and Principal Position
|
Year
|
Salary
$
|
Bonus
$
|
Stock
Awards(1)
$
|
Option
Awards(1)
$
|
All
Other
Compensation
$
|
Total
$
|
|||||||||||||||||||
|
Gerald
B. Shreiber
Chairman
of the Board
Chief
Executive Officer
Director
|
2008
|
675,000 | 697,702 | 0 | 306,400 | 13,038 | 1,692,140 | |||||||||||||||||||
|
Robert
M. Radano
Senior
Vice President
Chief
Operating Officer
|
2008
|
307,763 | 100,000 | 0 | 26,223 | 11,614 | 445,600 | |||||||||||||||||||
|
Dennis
G. Moore
Senior
Vice President
Chief
Financial officer
Secretary
Treasurer Director
|
2008
|
323,769 | 185,000 | 0 | 26,223 | 16,251 | 551,243 | |||||||||||||||||||
|
Daniel
Fachner
President
The
ICEE Company
|
2008
|
304,497 | 261,446 | 0 | 26,223 | 18,684 | 610,850 | |||||||||||||||||||
|
Vincent
Melchiorre
Executive
Vice President
Food
Group
|
2008
|
288,860 | 180,000 | 163,334 | 54,677 | 8,218 | 695,089 | |||||||||||||||||||
________________
|
(1)
|
All
amounts reported in these columns correspond to current year amounts
recorded for financial statement purposes in accordance with FAS 123(R).
For a discussion of valuation assumptions, see Note A 13 to J & J's
Consolidated Financial Statements included in J & J's Annual Report on
Form 10-K for the fiscal year ended September 27,
2008.
|
| Option Awards |
Stock
Awards
|
||||||||||||||
|
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
$
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
have
Not
Vested
(#)
|
Market
Value
of
Shares or
Units
of
Stock
That
Have
Not
Vested
($)
|
||||||||
|
Gerald
B. Shreiber
|
05/01/99
05/01/00
05/01/01
05/01/02
09/24/04
|
50,000
50,000
50,000
50,000
20,000
|
|
10.875
7.969
10.30
19.765
20.425
|
04/30/09
04/30/10
04/30/11
04/30/12
09/23/14
|
0
|
0
|
||||||||
|
12/15/05
09/30/06
09/28/07
09/29/08
|
20,000
|
20,000
20,000
20,000
|
29.78
31.10
34.82
34.17
|
12/14/15
09/29/16
09/27/17
09/28/18
|
|||||||||||
|
Robert
M. Radano
|
9/24/04
12/15/05
12/15/06
12/13/07
|
4,896
3,357
|
2,400
3,009
|
20.425
29.78
41.60
33.23
|
09/23/09
12/14/10
12/14/11
12/12/12
|
0
|
0
|
||||||||
|
Dennis
G. Moore
|
09/27/00
08/07/01
09/24/04
12/15/05
12/15/06
12/13/07
|
14,000
9,432
4,896
3,357
|
2,400
3,009
|
6.375
10.60
20.425
29.78
41.60
33.23
|
09/26/10
08/06/11
09/23/09
12/14/10
12/14/11
12/12/12
|
0
|
0
|
||||||||
|
Daniel
Fachner
|
09/24/04
12/15/05
12/15/06
12/13/07
|
4,896
3,357
|
2,400
3,009
|
20.425
29.78
41.60
33.23
|
09/23/09
12/14/10
12/14/11
12/12/12
|
0
|
0
|
||||||||
|
Vincent
Melchiorre
|
06/11/07
12/13/07
|
10,000
3,009
|
38.81
33.23
|
06/10/12
12/12/12
|
10,000
|
341,700
|
|||||||||
Long term
awards granted in fiscal 2008 to the Named Executive Officers are shown in the
following table.
|
Name
|
Grant Date
|
Number
of
Securities
Underlying
Options(1)
#
|
Exercise
or
Base
Price
Of
Option
Awards(2)
$
|
Grant
Date
Fair
Value
Of
Option
Awards
(3)
$
|
||||||||||
|
Gerald
B. Shreiber
|
09/29/08
|
20,000
|
34.17 | 304,200 | ||||||||||
|
Robert
M. Radano
|
12/13/07
|
3,009 | 33.23 | 24,042 | ||||||||||
|
Dennis
G. Moore
|
12/13/07
|
3,009 | 33.23 | 24,042 | ||||||||||
|
Daniel
Fachner
|
12/13/07
|
3,009 | 33.23 | 24,042 | ||||||||||
|
Vincent
Melchiorre
|
12/13/07
|
3,009 | 33.23 | 24,042 | ||||||||||
_______________
|
(1)
|
This
column shows the number of stock options granted in fiscal 2008 to each
Named Executive Officer. These options are not exercisable
until three years after the date of
grant.
|
|
(2)
|
This
column shows the exercise price for options granted in fiscal 2008 to each
Named Executive Officer, which was the closing price of J & Js Common
Stock on the date the options were
granted.
|
|
(3)
|
This
column shows the full grant date fair value, under FAS 123(R), of options
granted to each Named Executive Officer in fiscal 2008. Generally, the
full grant date fair value is the amount J & J would recognize for
financial statement reporting purposes over the award's vesting schedule.
Options granted on September 29, 2008 were valued at $15.21 and options
granted on December 13, 2007 were valued at $7.99 using a Black-Scholes
option pricing model in accordance with FAS 123(R). For a discussion of
valuation assumptions, see Note A13 to J & J's consolidated financial
statements included in J & J's annual report on Form l0-K for the
fiscal year ended September 27,
2008.
|
The
following table provides information on stock options exercised by the Named
Executive Officers during fiscal year 2008
|
Option Awards
|
||||||||
|
Name
|
Number
of Shares
Acquired
on
Exercise
(#)
|
Value
Realized
On
Exercise
($)
|
||||||
|
Gerald
B. Shreiber
|
50,000
|
945,250 | ||||||
|
Robert
M. Radano
|
0
|
|
0 | |||||
|
Dennis
G. Moore
|
5,934 | 75,955 | ||||||
|
Daniel
Fachner
|
5,934 | 75,955 | ||||||
|
Vincent
Melchiorre
|
0 | 0 | ||||||
Except
for the provisions in Mr. Melchiorre's employment contract discussed above, the
Company does not have any Agreements to provide payment or benefits to any Named
Executive Officer upon termination or change-in-control.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
primary purpose of the Audit Committee is to oversee the Company's accounting
and financial reporting process and the audits of the Company's financial
statements, as further detailed in the Committee's Charter attached as Exhibit B
to the Proxy Statement for the 2005 Annual Meeting.
The
Company's management is responsible for the integrity of the Company's financial
statements, as well as its accounting and financial reporting process and
internal controls for compliance with applicable accounting standards, laws and
regulations. The Company's independent accountants, Grant Thornton LLP ("Grant
Thornton"), are responsible for performing an independent audit of the Company's
financial statements in accordance with generally accepted auditing standards
and expressing an opinion in their report on those financial
statements.
The Audit
Committee is responsible for monitoring and reviewing these processes, as well
as the independence and performance of the Company's independent accountants.
The Audit Committee does not conduct auditing or accounting reviews or
procedures. The Audit Committee has relied on management's representation that
the financial statements have been prepared with integrity and in conformity
with generally accepted accounting procedures in the U.S. and on the independent
accountants' representations included in their report on the Company's financial
statements.
The Audit
Committee reviewed and discussed with management the Company's audited financial
statements for fiscal year 2008. The Committee discussed with the Company's
independent accountants, Grant Thornton, the matters required to be discussed by
the Codification of Statements on Auditing Standards 61, Communication with
Audit Committees (as modified or supplemented). In addition, the Audit Committee
received the written disclosures and the letter from Grant Thornton required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, discussed with Grant Thornton its independence from the Company, and
considered whether the providing of non-audit services to the Company by Grant
Thornton is compatible with maintaining Grant Thornton's
independence.
Based on
these reviews and discussions and in reliance thereon, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the Company be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 27, 2008.
PETER
G. STANLEY (Chairman)
SIDNEY
R. BROWN
LEONARD
M. LODISH
It is
contemplated that Grant Thornton LLP ("Grant Thornton") will be selected to
serve as the Company's independent accountants for fiscal year 2009. Grant
Thornton also served as the Company's independent accountants for fiscal year
2008. A representative of Grant Thornton is expected to attend the Annual
Meeting, will have an opportunity to make a statement if he so desires and will
be available to respond to appropriate questions from stockholders.
Audit
Fees
The
following aggregate fees were billed to the Company in each of the last two
fiscal years for professional services rendered by Grant Thornton for the audit
of the Company's annual financial statements and services that are normally
provided by Grant Thornton in connection with statutory and regulatory filings
or engagements for those fiscal years:
| Fiscal Year 2008 | $ | 585,000 | ||
| Fiscal Year 2007 | $ | 547,000 |
Audit-Related
Fees
The
following aggregate fees were billed to the Company in each of the last two
fiscal years for (1) financial accounting and reporting services, and (2)
acquisition-related services, in each case rendered by Grant Thornton and that
were reasonably related to the performance of the audit or review of the
Company's financial statements but are not included in the audit fees reported
above:
| Fiscal Year 2008 | $ | 37,000 | ||
| Fiscal Year 2007 | $ | 20,000 |
Tax
Fees
The
following aggregate fees were billed to the Company in each of the last two
fiscal years for U.S. Federal, state and local tax planning, advice and
compliance services, international tax planning, advice and compliance
services:
| Fiscal Year 2008 | $ | 154,000 | ||
| Fiscal Year 2007 | $ | 183,000 |
Audit
Committee Policies and Procedures on Pre-Approval of Audit and Permissible
Non-Audit Services
The Audit
Committee has adopted policies and procedures requiring that the Company obtain
the Committee's pre-approval of all audit and permissible non-audit services to
be provided by Grant Thornton as the Company's independent accountants.
Pre-approval is generally granted on a fiscal year basis, is detailed as to the
particular service or category of services to be provided and is granted after
consideration of the estimated fees for each service or category of service.
Actual fees and any changes to estimated fees for preapproved services are
reported to the Committee on a quarterly basis.
Other
Matters
The audit
Committee of the Board of Directors has considered whether the provision of tax
services described above is compatible with maintaining the independence of the
Company's principal accountant. The Audit committee has approved the performance
of these services by Grant Thornton LLP.
The
Company is not presently aware of any matters (other than procedural matters)
which will be brought before the Meeting which are not reflected in the attached
Notice of the Meeting. The enclosed proxy confers discretionary authority to
vote with respect to any and all of the following matters that may come before
the Meeting: (i) matters which the Company does not know, a reasonable time
before the proxy solicitation, are to be presented at the Meeting; (ii) approval
of the minutes of a prior meeting of shareholders, if such approval does not
amount to ratification of the action taken at the meeting; (iii) the election of
any person to any office for which a bona fide nominee named in this Proxy
Statement is unable to serve or for good cause will not serve; (iv) any proposal
omitted from this Proxy Statement and the form of proxy pursuant to Rules l4a 8
or l4a 9 under the Securities Exchange Act of 1934; and (v) matters incident to
the conduct of the Meeting. In conjunction with such matters, the persons named
in the enclosed proxy will vote in accordance with their best
judgment.
This
Proxy Statement is accompanied by the Company's Annual Report to Shareholders
for fiscal 2008.
EACH
PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT ON
FORM 10-K FOR FISCAL 2008 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED SEPTEMBER 27, 2008, WITHOUT CHARGE, BY SENDING A WRITTEN
REQUEST TO J & J SNACK FOODS CORP., 6000 CENTRAL HIGHWAY, PENNSAUKEN, NEW
JERSEY 08109, ATTENTION: DENNIS G. MOORE.
| By Order of the Board of Directors | |
| Dennis G. Moore, Secretary |
ANNUAL MEETING OF SHAREHOLDERS
OF
J & J SNACK FOODS
CORP.
February 12, 2009
Please date, sign
and mail
your proxy card in the
envelope provided as soon
as possible.
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in
the envelope provided. PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x
| 1. Election of Director: | |||||||
|
|
NOMINEE: | ||||||
|
o
|
FOR THE NOMINEE | Leonard M. Lodish | |||||
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|
o
|
WITHHOLD AUTHORITY FOR THE NOMINEE |
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To change the
address on your account, please check the box at right and indicate your
new address in the address space above. Please note that changes to the
registered name(s) on the account may not be submitted via this
method.
|
o | ||||||
Receipt of J & Js Annual Report to Shareholders and Notice of
Annual Meeting of Shareholders and Proxy Statement dated December 22, 2008
is hereby acknowledged.
Please date and sign this proxy and
return it promptly in the enclosed postage paid envelope.
|
Signature of Shareholder
|
|
Date: |
|
Signature of Shareholder |
|
Date: |
|
| Note: |
Please sign exactly as your name or names
appear on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full
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J
& J SNACK FOODS CORP.
Annual
Meeting of Shareholders February 12, 2008
SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints STEVE TAYLOR and HARRY McLAUGHLIN, each of them
with full
power of substitution, proxy agents to vote all shares which the undersigned is
entitled to vote at
the Annual Meeting of its Shareholders February 12, 2009 on all matters that
properly come before
the meeting, subject to any directions indicated below. The proxy agents are
directed to vote as
follows on the proposals described in J & J's Proxy Statement.
This
proxy will be voted as directed. If no directions to the contrary are indicated,
the proxy agents intend to
vote "FOR" the election of J & J's nominee as director.
The proxy
agents present and acting at the meeting, in person or by their substitutes (or
if only one is
present and acting, then that one), may exercise all powers conferred hereby.
Discretionary authority
is conferred hereby as to certain matters described in J & J's Proxy
Statement.
(Continued and to be signed on the
reverse side)