SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
J & J SNACK FOODS CORP.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
[INSERT NAME OF FILER WHEN APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[J & J SNACK FOODS CORP. LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 7, 1996
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Wednesday, February 7, 1996 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton,
Route 70 and Cuthbert Road, Cherry Hill, New Jersey 08034 for the following
purposes:
1. To elect one director for a five-year term.
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 11, 1995 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 20, 1995
<PAGE>
[LOGO]
6000 CENTRAL HIGHWAY
PENNSAUKEN, NEW JERSEY 08109
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited by and on behalf of J & J Snack Foods Corp.
('J & J') for use at the Annual Meeting of Shareholders to be held on Wednesday,
February 7, 1996 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton, Route 70 and
Cuthbert Road, Cherry Hill, New Jersey 08034 and at any postponement or
adjournment thereof. The approximate date on which this Proxy Statement and the
accompanying form of proxy will first be sent or given to shareholders is
December 20, 1995. Sending a signed proxy will not affect the shareholder's
right to attend the Annual Meeting and vote in person since the proxy is
revocable. The grant of a later proxy revokes this proxy. The presence at the
meeting of a shareholder who has given a proxy does not revoke the proxy unless
the shareholder files written notice of the revocation with the secretary of the
meeting prior to the voting of proxy or votes the shares subject to the proxy by
written ballot.
The expense 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,
telegraph or teletype by directors, officers or employees of J & J without
additional compensation. J & J is required to pay the reasonable expenses
incurred by record holders of the common stock, no par value per share, of J & J
(the 'Common Stock') who are brokers, dealers, banks or voting trustees, or
other nominees, for mailing proxy material and annual shareholder reports to any
beneficial owners of Common Stock they hold of record, upon request of such
record holders.
A form of proxy is enclosed. If properly executed and received in time for
voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Common Stock for the election of the nominee for director.
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 J & J does not know about a reasonable time before the proxy
solicitation, and are 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 is unable to serve or for
good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed form
of proxy will vote in accordance with their best judgment.
J & J had 9,076,354 shares of Common Stock outstanding at the close of
business on December 11, 1995, the record date. The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular matter constitutes a
1
<PAGE>
quorum for the purpose of considering such matter. Each share of Common Stock is
entitled to one vote on each matter which may be brought before the Meeting. The
election of directors will be determined by a plurality vote and the nominee
receiving the most 'for' votes will be elected. Approval of any other proposal
will require the affirmative vote of a majority of the shares cast on the
proposal. An abstention, withholding of authority to vote for or broker
non-vote, therefore, will not have the same legal effect as an 'against' vote
and will not be counted in determining whether the proposal has received the
required shareholder vote. Shareholders do not have approval or dissenter rights
with respect to election of Directors.
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 respective 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 person named in the enclosed form of proxy will vote
in accordance with his 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.
<TABLE>
<CAPTION>
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter G. Stanley ........... 53 Director 2001
</TABLE>
INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gerald B. Shreiber ......... 54 Chairman, Chief Executive Officer, President and Director 2000
Stephen N. Frankel ......... 54 Director 1998
Leonard M. Lodish .......... 52 Director 1999
Dennis G. Moore ............ 40 Senior Vice President, Chief Financial Officer, Secretary, 1997
Treasurer and Director
Robert M. Radano ........... 46 Senior Vice President, Sales --
John S. Schiavo ............ 45 Senior Vice President, West --
Donald M. Taylor ........... 62 Vice President and General Manager of Eastern Operations --
</TABLE>
2
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Peter G. Stanley became a director in 1983. From 1976 until 1992 he was a
general partner of The Marian Bank, Philadelphia, Pennsylvania, a private
commercial bank. From April 1, 1992 to September 1995, Mr. Stanley was a
self-employed Marketing and Sales Consultant. From September 1995 to present,
Mr. Stanley is Executive Vice President of Tri-Arc Financial Services, Inc., a
commercial insurance broker.
Gerald B. Shreiber is the founder of J & J and has served as its Chairman
of the Board, President, and Chief Executive Officer since its inception in
1971. Mr. Shreiber serves as a Director of The Score Board, Inc.
Stephen N. Frankel became a director in 1983. Since 1976 he has been the
President and sole shareholder of Stephen N. Frankel Realtor, Inc. which is
engaged in commercial and industrial real estate in the South Jersey area.
Leonard M. Lodish became a director in 1992. He is Samuel R. Harrell,
Professor in the Marketing Department 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), and Information Resources, Inc. (marketing data and marketing research).
Dennis G. Moore joined J & J 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.
Robert M. Radano joined J & J in 1972. His responsibilities include the
coordination of food service sales and marketing activities of J & J's regional
sales managers and handling of J & J's national accounts.
John S. Schiavo, who joined J & J in 1981, manages the manufacturing and
sales activities of the Vernon, California facility.
Donald M. Taylor joined J & J in 1978. He is responsible for eastern region
manufacturing, distribution and branch operations.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors held four meetings during fiscal 1995. Each director
attended all meetings of the Board and committees of which he was a member
during fiscal 1995.
The Board of directors has appointed a Compensation Committee which during
fiscal 1995 consisted of Messrs. Frankel, Lodish and Stanley to fix the
compensation of the chief executive officer. The Compensation Committee also
administers the Company's Stock Option Plan. The Board of Directors also has
appointed an Audit Committee which during fiscal 1995 consisted of Messrs.
Frankel, Lodish and Stanley to, among other things, review the Company's
financial and accounting practices and policies and the scope and results of the
Company's annual audit. The Audit Committee also recommends to the Board the
selection of the Company's independent public accountants. During fiscal 1995,
the Compensation Committee and the Audit Committee each held one meeting.
The Board of Directors has not appointed a standing Nominating Committee.
DIRECTOR COMPENSATION
Each director of the Company who is not also an employee receives an annual
fee of $3,000 and a fee of $1,000 for each meeting of the Board or committee
meeting attended, plus reimbursement of expenses incurred in attending meetings.
Additionally, pursuant to the terms of the Company's Nonstatutory Stock Option
Plan for Non-employee Directors and Chief Executive Officer, each Director is
annually granted an option to purchase 3,000 shares of Common Stock and the
Chief Executive Officer is granted an option to purchase 25,000 shares of Common
Stock at an exercise price equal to the Common Stock's fair market value on May
1 each year which will first be exercisable one year later.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of December 11, 1995
concerning each person or group known to J & J to be the beneficial owner of
more than 5% of Common Stock and concerning the beneficial ownership of Common
Stock by J & J's directors and all executive officers and directors of J & J as
a group. Except as otherwise noted, each beneficial owner of the Common Stock
listed below has sole investment and voting power.
<TABLE>
<CAPTION>
SHARES OWNED PERCENT OF
BENEFICIALLY(1) CLASS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gerald B. Shreiber.............................................................. 2,985,646(2) 32.3%
6000 Central Highway
Pennsauken, NJ 08109
Stephen N. Frankel.............................................................. 62,770(3)(4) *
Leonard M. Lodish............................................................... 19,000(5) *
Peter G. Stanley................................................................ 51,500(3)(6) *
Dennis G. Moore................................................................. 23,251(7) *
David L. Babson & Company....................................................... 716,500 7.9%
1 Memorial Drive
Cambridge, MS 02142
All executive officers and directors as a group (8 persons)..................... 3,389,681(8) 36.0%
</TABLE>
- ------------------
* Less than 1%
(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
after the 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.
(2) Includes 157,062 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, 1100 shares which are owned by Mr. Shreiber's
spouse, and 22,564 shares held for the benefit of Mr. Shreiber in J & J's
401(k) Plan.
(3) Includes 42,000 shares of Common Stock issuable upon the exercise of options
and exercisable within 60 days from the date of this Proxy Statement.
(4) Includes 160 shares owned as trustee for children, and 500 shares owned by
Mr. Frankel's spouse.
(5) Includes 16,000 shares of Common Stock issuable upon the exercise of options
granted to Mr. Lodish and exercisable within 60 days from the date of this
Proxy Statement.
(6) Includes 9,500 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(7) Includes 18,000 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 and 1,751 shares held for the benefit of Mr. Moore in the
Company's 401(k) Plan.
(8) Includes 340,062 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.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company for services rendered in
all capacities for fiscal 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND ------------------------ --------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- ------------------------------------------ --------- ----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Gerald B. Shreiber 1995 $408,000 $175,000 25,000 $3,000
Chairman of the Board, 1994 $375,000 $250,000 25,000 $3,000
President, Chief Executive 1993 $350,000 $250,000 25,000 $3,000
Officer and Director
Robert M. Radano 1995 $145,000 $104,000 6,000 $3,000
Senior Vice President, Sales 1994 $140,000 $174,000 5,000 $3,000
1993 $127,000 $129,000 5,000 $2,000
John S. Schiavo 1995 $186,000 $ 75,000 6,000 $3,000
Senior Vice President, West 1994 $179,000 $200,000 5,000 $2,000
1993 $170,000 $222,000 5,000 $3,000
Dennis G. Moore 1995 $153,000 $ 50,000 6,000 $3,000
Senior Vice President, Chief 1994 $130,000 $ 50,000 5,000 $2,000
Financial Officer and Director 1993 $107,000 $ 25,000 5,000 $1,000
Donald M. Taylor 1995 $134,000 $ 18,000 4,000 $3,000
Vice President and General 1994 $123,000 $ 17,000 4,000 $2,000
Manager of Eastern Operations 1993 $116,000 $ 15,000 4,000 $1,000
</TABLE>
- ------------------
(1) 401(K) Profit Sharing Plan Contribution.
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<PAGE>
The following table sets forth certain information concerning stock options
granted during fiscal 1995 to the Chief Executive Officer and to each of the
four other most highly compensated executive officers of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUES AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
- ------------------------------------------------------------------------------------------- ------------------------
% OF TOTAL
OPTIONS GRANTED
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerald B. Shreiber............... 25,000(l) 14 $11.75 4/30/05 $185,000 $468,000
Robert M. Radano................. 6,000(2) 3 $11.75 5/15/00 $ 19,000 $ 43,000
John S. Schiavo.................. 6,000(2) 3 $11.75 5/15/00 $ 19,000 $ 43,000
Dennis G. Moore.................. 6,000(2) 3 $11.75 5/15/00 $ 19,000 $ 43,000
Donald M. Taylor................. 4,000(2) 2 $11.75 5/15/00 $ 13,000 $ 29,000
</TABLE>
- ------------------
(1) All options granted are first exercisable on May 1, 1996.
(2) All options granted are first exercisable on May 16, 1998.
The following table sets forth certain information concerning the number of
unexercised options and the value of unexercised options held at the end of
fiscal year 1995. No options were exercised by such officers during fiscal 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald B. Shreiber............... 12,000 $27,000 157,062/25,000 $81,000/$-0-
Robert M. Radano................. 6,000 $32,000 20,000/11,000 $4,000/$4,000
John S. Schiavo.................. 26,000/11,000 $31,000/$4,000
---- $ ----
Dennis G. Moore.................. 18,000/11,000 $26,000/$4,000
---- $ ----
Donald M. Taylor................. 19,000/ 8,000 $21,000/$3,000
---- $ ----
</TABLE>
6
<PAGE>
401(K) PROFIT SHARING PLAN
J & J maintains a 401(K) Profit Sharing Plan for the benefit of eligible
employees. J & J's contribution is based upon the individual employee's
contribution. During the fiscal year ended September 30, 1995, contributions in
the amount of $242,000 were made to the 401(K) Profit Sharing Plan.
STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG J & J SNACK FOODS CORP., THE NASDAQ STOCK MARKET-US INDEX
AND THE S & P FOODS INDEX
[ GRAPH INSERTION POINT ]
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
J & J SNACK FOODS CORP. 100 227 149 294 208 192
NASDAQ STOCK MARKET-US 100 157 176 231 233 321
S & P FOODS 100 140 159 144 159 198
</TABLE>
- ------------------
*$100 INVESTED ON 09/30/90 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is composed of
directors who are not employees of J & J and is responsible for developing and
making recommendations to the Board with respect to J & J's executive
compensation programs. In addition, the Compensation Committee, pursuant to
authority delegated by the Board, determines on an annual basis the compensation
to be paid to the Chief Executive Officer. The Compensation Committee neither
reviews nor approves the decisions of the Chief Executive Officer with respect
to the compensation of the other executive officers.
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<PAGE>
J & J's compensation is comprised of base salary, bonus, long term
incentive compensation in the form of stock options, and various benefits
generally available to all full-time employees of the Company, including
participation in group medical and life insurance plans and the 401(K) Profit
Sharing Plan.
Base Salary
Base salary levels for J & J's executive officers are competitively set
relative to companies in the food industry. In obtaining competitive
information, the Company informally reviews newspaper and trade journal reports
and information gathered from discussion from others in the industry. No formal
survey is undertaken.
Bonuses
Annual performance standards for each executive officer's area of
responsibility are established by the Chief Executive Officer for other
executive officers. In some cases, bonuses are linked primarily to achieving
increases from the prior year's sales and/or earnings. In other cases, bonuses
reflect a more subjective view of an individual's performance.
The bonus for Mr. Shreiber was not linked to any specific formula. The
Compensation Committee considers both the long term aspect of the Company's
performance and year to year results. Among the items considered by the
Committee were J & J's Sales, Operating Income, Operating Income as a percent of
sales, Net Earnings, Earnings Per Share, Return on Equity and Stock Price. These
items were reviewed for the previous year and for a five year period. The
Committee reviewed and considered published reports about the compensation
levels of the 100 largest public companies in the Delaware Valley. The Committee
also considers matters which are likely to have a long term impact on the
Company but may not be reflected on the annual financial statements.
The above factors were considered subjectively without specific weight to
any item.
Stock Options
The Company uses the Stock Option Plan as its long-term incentive plan for
executive officers and key employees. The objectives of this Plan are to align
the long term interests of executive officers and shareholders by creating a
direct link between executive compensation and shareholder return and to enable
executives to develop and maintain a significant long term equity interest in J
& J. Options given to the Chief Executive Officer are fixed according to a
Nonstatutory Plan. Options given to other executive officers are recommended by
the Chief Executive Officer and approved by the Compensation Committee.
Policy with Respect to Section 162(m) of the Internal Revenue Code
Generally, Section 162(m) of the Internal Revenue Code, and the proposed
regulations promulgated thereunder (collectively, 'Section 162(m)'), denies a
deduction to any publicly held corporation, such as J & J, for compensation paid
to a 'covered employee' in a taxable year to the extent that compensation
exceeds $1,000,000. A covered employee includes the chief executive officer on
the last day of the taxable year and any other employee whose compensation is
required to be reported in the Summary Compensation Table by reason of such
employee being among the four highest compensated officers for such taxable year
(other than the chief executive officer). The deduction limit of Section 162(m)
applies to any compensation that could otherwise be deducted in a taxable year,
except for enumerated types of payments, including payments that meet the
requirements in Section 162(m) for performance-based compensation. Under the
requirements for performance-
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based compensation set forth in Section 162(m), compensation will not be subject
to the deduction limit if (1) it is payable on account of the attainment of one
or more performance goals; (2) the performance goals are established by a
Compensation Committee of the Board of Directors that is comprised solely of two
or more outside directors; (3) the material terms of the compensation and the
performance goals are disclosed to and approved by shareholders before payment;
and (4) the Compensation Committee certifies that the performance goals have
been satisfied before payment.
The Compensation Committee is reviewing Section 162(m) including the
regulations thereunder which are not yet final. The Committee has been advised
that stock options issued to the Chief Executive Officer pursuant to the
Nonstatutory Plan for Non-Employee Directors and Chief Executive Officer are
grandfathered under the proposed regulations with respect to the applicability
of Section 162(m). Although the Compensation Committee believes that the amount
of annual compensation paid to any executive officer of J & J will not exceed
$1,000,000 in the foreseeable future, it is the Compensation Committee's policy
that, where practicable, it will seek to comply with the requirements of Section
162(m) applicable to performance-based compensation to the extent it determines
that it is likely that the compensation to be paid to any such executive officer
will exceed $1,000,000 per year.
Compensation Committee
Stephen N. Frankel
Leonard M. Lodish
Peter G. Stanley
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1997 Annual Meeting of Shareholders must be
submitted to the Company by September 1, 1996 to receive consideration for
inclusion in the Company's Proxy Statement.
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, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, 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 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected Grant Thornton
LLP to be employed as J & J's independent certified public accountants to make
the annual audit and to report on, as may be required, the consolidated
financial statements which may be filed by J & J with the Securities and
Exchange Commission during the ensuing year.
9
<PAGE>
A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting of Shareholders and to have the opportunity to make a statement,
if he or she desires to do so, and is expected to be available to respond to
appropriate questions.
OTHER MATTERS
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 14a-8 or 14a-9 under the Securities Exchange Act of
1934; and (v) matters incident to the conduct of the Meeting. In connection with
such matters, the persons named in the enclosed proxy will vote in accordance
with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's Annual Report to
Shareholders for fiscal 1995.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 1995 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 30, 1995, 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
10
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J & J SNACK FOODS CORP.
ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints DONALD M. 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 7, 1996, 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
nominees as directors.
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.
<TABLE>
<S> <C> <C>
1. Election of Director WITHHOLD
Peter G. Stanley FOR / / AUTHORITY / /
</TABLE>
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(Continued and to be signed on reverse side)
<PAGE>
Receipt of J & J's Annual Report to Shareholders and the Notice of the Meeting
and Proxy Statement dated December 20, 1995 is hereby acknowledged.
Dated: _____________________ , 199_
(Please date this proxy)
___________________________________
___________________________________
(Signature)
It would be helpful if you signed
your name as it appears hereon,
indicating any official position or
representative capacity. If shares
are registered in more than one
name, all owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
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