Form 8-K - Current report

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): November 19, 2024

J & J SNACK FOODS CORP.

(Exact name of registrant as specified in its charter)

New Jersey	0-14616	22-1935537
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of Organization)	File Number)	Identification No.)

350 Fellowship Road, Mt. Laurel, New Jersey 08054

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (856) 665-9533

N/A

(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)

☐ 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))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	JJSF	The NASDAQ Global Select Market

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 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 19, 2024, the Board of Directors of J & J Snack Foods Corp. (“J & J” or the “Company”) approved, effective as of December 2, 2024 (the “Start Date”), the appointment of Shawn Munsell to the position of Senior Vice President, Chief Financial Officer to fill the position of Ken Plunk, the current Chief Financial Officer, whose retirement was announced in June 2024. Mr. Munsell will have overall responsibility for the corporate financial operations for all of J & J.

Mr. Munsell, 49, most recently served since June 2022 as Chief Financial Officer of Calavo Growers, Inc., headquartered in Santa Paula, California. Mr. Munsell previously led the finance and accounting functions for Tyson Foods’ chicken segment, from 2018 to 2022, as Senior Vice President of Finance and Accounting. From 2015 to 2018, he served as Tyson’s Treasurer. Prior to Tyson, Mr. Munsell was with CF Industries, serving in a variety of roles with progressive responsibility for the nitrogen products manufacturer.

Mr. Munsell entered into an offer letter with the Company (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Munsell will receive a base annual salary of $500,000 with a target bonus of 75% of his base salary, determined by the Compensation Committee of the Board of Directors. In addition, as an inducement to his employment, Mr. Munsell is entitled to receive a sign-on bonus in the amount of $50,000 (net of applicable taxes) payable within 30 days of his Start Date, subject to repayment in case of employment termination within the first twelve months of employment. Mr. Munsell will also be eligible to participate in the Company’s long-term incentive plan (“LTIP”), and will be granted annual restricted stock unit awards valued at $400,000 under the Company’s current LTIP. He will be entitled to other benefits which are generally available to most or all of the Company’s employees, such as group health insurance and participation in the Company’s 401(k) plan.

There are no arrangements or understandings between Mr. Munsell and any person other than the Company pursuant to which he was appointed as Chief Financial Officer. Mr. Munsell has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Munsell and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Munsell is furnished with this report as Exhibit 99.2.

Item 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number	Description of Document

99.1	Offer Letter
99.2	Press Release dated November 20, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	J & J SNACK FOODS CORP.

	By:	/s/ Michael A. Pollner
		Michael A. Pollner
		SVP, General Counsel & Secretary

Date: November 21, 2024

Exhibit 99.1

Exhibit 99.2

J & J SNACK FOODS APPOINTS SHAWN MUNSELL AS CHIEF FINANCIAL OFFICER

Mount Laurel, NJ, November 21, 2024 – J & J Snack Foods Corp. (NASDAQ: JJSF) (the “Company”) today announced that Shawn Munsell has been named Chief Financial Officer of the Company, effective December 2, 2024. Mr. Munsell takes over the role from Ken Plunk, who is retiring and will support the transition until the end of the year.

Mr. Munsell is a seasoned executive with over 15 years of finance and operating leadership experience at US publicly listed companies in food and agriculture. Most recently, he served as Chief Financial Officer at Calavo Growers (NASDAQ: CVGW), a global leader in avocados and prepared food products, where he oversaw the company’s finance organization, including all finance and accounting functions across multiple business units. During his tenure, he restructured the finance organization and led initiatives to support earnings growth, including the strategic divestiture of a non-core division and the implementation of new financial systems and processes to enhance profitability.

Dan Fachner, J & J Snack Foods Chairman, President, and CEO commented, “We are pleased to welcome Shawn to the J & J Snack Foods team. He is an accomplished executive who has a wealth of leadership experience in corporate finance and strategy along with a deep understanding of the consumer and food ecosystem. The Board of Directors and I are confident Shawn’s unique blend of financial rigor and operational expertise will enable us to further advance our key strategic initiatives, including our ongoing commitment to sustained profitable growth, operational excellence and the enhancement of shareholder value.”

Prior to his tenure at Calavo, Mr. Munsell spent seven years at Tyson Foods, most recently as Senior Vice President of Finance and Accounting (Division CFO) for Tyson’s $14 billion poultry division. As Division CFO, he led a team of hundreds across finance, accounting, and FP&A with responsibility for dozens of operating facilities. Prior, Mr. Munsell was VP and Treasurer, where he managed Tyson’s capital structure, raised debt capital, and oversaw stock repurchases. He began his career at CF Industries where he held various positions, including Vice President of Financial Evaluations & Corporate Treasurer. He holds a BA in Economics from the University of Michigan - Flint and an MBA from The University of Chicago Booth School of Business.

Mr. Munsell said: “J & J Snack Foods is a remarkable company with a strong leadership position in the expanding snack food market. I’m thrilled to join a company so well-positioned for sustainable growth, backed by an extensive product lineup, a broad sales network, and a focus on innovation. I look forward to collaborating with Dan, the entire J & J Snack Foods team, and the Board of Directors to leverage the significant growth opportunities ahead and deliver additional value to our clients, partners, and shareholders."

About J & J Snack Foods Corp.

J & J Snack Foods Corp. (NASDAQ: JJSF) is a leader and innovator in the snack food and frozen beverage industry. For over fifty years, the company has specialized in delicious snack and beverage brands for the foodservice and retail segments, serving up fun across the U.S. market. J & J Snack Foods’ core brands include SUPERPRETZEL, the #1 soft pretzel brand, ICEE and SLUSH PUPPIE frozen beverages, and Dippin’ Dots, the original beaded ice cream. The company’s broad brand portfolio also includes LUIGI’S Real Italian Ice, MINUTE MAID* frozen ices, WHOLE FRUIT frozen fruit bars, DOGSTERS ice cream style treats for dogs, ¡Hola! Churros, THE FUNNEL CAKE FACTORY funnel cakes and fries, Thinsters and bakery brands including MARY B’S, DADDY RAY’S, COUNTRY HOME BAKERS, and HILL & VALLEY. For more information, please visit www.jjsnack.com.

*MINUTE MAID is a registered trademark of The Coca-Cola Company.

Investor Contact:

Joseph Jaffoni, Norberto Aja, or Jennifer Neuman

JCIR

(212) 835-8500

jjsf@jcir.com

Document And Entity Information	Nov. 19, 2024
Document Information [Line Items]
Entity, Registrant Name	J&J SNACK FOODS CORP
Document, Type	8-K
Document, Period End Date	Nov. 19, 2024
Entity, Incorporation, State or Country Code	NJ
Entity, File Number	0-14616
Entity, Tax Identification Number	22-1935537
Entity, Address, Address Line One	350 Fellowship Road
Entity, Address, City or Town	Mt. Laurel
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	08054
City Area Code	856
Local Phone Number	665-9533
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	JJSF
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000785956