UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~March~~August 8, 2024

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)

16-0733425

(IRS Employer Identification No.)

350 WillowBrook Office Park, Fairport, ~~New~~NY ~~York~~ 14450

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including zip code)

(585) 495-4100

(Registrant’'s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Class A, $0.25 Par Value	SENEA	NASDAQ Global Select Market
Common Stock Class A, $0.25 Par	SENEA	NASDAQ Global Select Market
Common Stock Class B, $0.25 Par Value	SENEB	NASDAQ Global Select Market
Common Stock Class B, $0.25 Par	SENEB	NASDAQ Global Select Market

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)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

On ~~March~~August 8, 2024, Seneca Foods Corporation, ~~Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC,~~ (~~collectively,~~ the “~~Borrowers”), Marion Foods, Inc., Portland Food Products~~ Company~~, and Gray & Company (collectively, the “Guarantors~~”~~, and together with the Borrowers, collectively, the “Company”~~), ~~the~~held ~~financial~~its ~~institutions~~2024 ~~party~~Annual ~~thereto~~Meeting ~~from time to time as lenders, Bank~~ of ~~America,~~Shareholders ~~N.A., a national banking association, as agent, as issuing bank and as syndication agent and BOFA Securities, Inc., a Delaware corporation, as lead arranger, entered into a Third Amendment~~ (~~the~~ “~~Amendment”)~~Annual ~~to Fourth Amended and Restated Loan and Security Agreement (the “Agreement~~Meeting”). ~~The~~As ~~Amendment amends Schedule 1.1~~ of the ~~Agreement~~record todate ~~increase~~established ~~the~~in ~~aggregate~~connection ~~borrowing~~with ~~commitments for~~ the ~~period~~Annual ~~from April 1 through and including July 31 of each year from $300~~Meeting,~~000,000~~ tothe ~~$350,000,000,~~following ~~with~~shares ~~each lender’s borrowing commitment increasing accordingly. The maximum borrowing commitment (applicable from August 1 to March 31)~~ of ~~$400,000,000~~voting ~~will~~stock ~~remain~~were ~~unchanged.~~issued Aand ~~copy of the Amendment will be attached as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending March 31, 2024.~~outstanding:

Voting Stock	Shares Outstanding		Votes/Share
Class A Common Stock		5,305,395	0.05:1
Class B Common Stock		1,652,519	1:1
10% Cumulative Convertible Voting Preferred Stock - Series A		407,240	1:1
10% Cumulative Convertible Voting Preferred Stock - Series B		400,000	1:1
6% Cumulative Voting Preferred Stock*		200,000	1:1

*Votes on 6% Cumulative Preferred Stock can only be cast with respect to the elections of directors

The proposals voted upon at the Annual Meeting and the results are set forth below.

Proposal 1: Election of Directors

At the Annual Meeting, Linda K. Nelson, Donald J. Stuart, and Keith A. Woodward were elected directors of the Company. Ms. Nelson, Mr. Stuart, and Mr. Woodward will each serve until the 2027 Annual Meeting of Shareholders and until each of their successors is duly elected and shall qualify.

			Withold		Broker
Nominee	For		Authority		Non-Votes
Linda K. Nelson		2,501,470		102,109		193,029
Donald J. Stuart		2,495,389		108,189		193,029
Keith A. Woodward		2,466,524		137,055		193,029

Proposal 2: Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025.

For			Against				Abstain
2,635,368				913				845

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~amended~~ report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 8, 2024	SENECA FOODS CORPORATION
	By:	/s/ Michael S. Wolcott
	Name:	Michael S. Wolcott
	Title:	Chief Financial Officer

Date: August 12, 2024

	SENECA FOODS CORPORATION


	By:	/s/ Michael S. Wolcott
		Michael S. Wolcott
		Chief Financial Officer

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