UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Rule §240.14a-12

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)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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350 Fellowship Road, Mount Laurel, NJ 08054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 13, 2024

TO OUR SHAREHOLDERS:

We are pleased to invite you to the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of J & J SNACK FOODS CORP. (“J & J,” the “Company,” “our,” “us” or “we”), which will be held virtually on Tuesday, February 13, 2024, at 10:00 A.M., Eastern Time, for the following purposes:

1. To elect Mary M. Meder and Vincent A. Melchiorre to serve as directors, each for a term ending at the 2029 Annual Meeting of Shareholders;

2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2024;

3. To have an advisory vote on the approval of compensation of the Company’s named executive officers; and

4. 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 19, 2023 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.

We are pleased to provide shareholders with the opportunity to participate in the Annual Meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/JJSF2024, where you will also be able to submit questions and vote online. You will not be able to attend the meeting at a physical location. Closed captioning will be provided for the virtual meeting.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING ONLINE. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY.

			By Order of the Board of Directors,

			Michael A. Pollner Senior Vice President, General Counsel and Secretary

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Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders to be Held on February 13, 2024:

Our Proxy Statement and 2023 Annual Report are available on our Investor Relations website (www.jjsnack.com/investors) and at www.proxyvote.com. You may also request paper copies of these proxy materials free of charge by following the instructions for requesting such materials contained in the Notice of Internet Availability of Proxy Materials.

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			Page

PROXY STATEMENT SUMMARY			1
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING			3
PROPOSAL 1 – ELECTION OF DIRECTORS			8
Biographical Information about the Nominees and Directors			8
CORPORATE GOVERNANCE			13
Code of Ethics			13
Director Independence			13
Certificate of Incorporation – Voting Provisions			13
Board Diversity			14
Board Meetings			14
Board Leadership			15
Board Committees			15
Audit Committee			15
Compensation Committee			16
Nominating Committee			16
Role of the Board in Risk Oversight			18
DIRECTOR COMPENSATION			19
DIRECTOR COMPENSATION TABLE – 2023			19
AUDIT COMMITTEE REPORT			20
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
PROPOSAL 3 – ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION			23
EXECUTIVE OFFICERS			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			25
COMPENSATION DISCUSSION AND ANALYSIS			27
Summary Compensation Table			33
Grants of Plan-Based Awards in Fiscal 2023			34
Outstanding Equity Awards at Fiscal Year-End			35
Option Exercises and Stock Vested			36
Potential Payment Upon Termination or Change In Control			36
CEO Pay Ratio			38
Pay Versus Performance			39
Transactions With Related Persons			44
Certain Transactions			44

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PROXY STATEMENT SUMMARY

General Information

Meeting Date			Time			Location			Record Date
February 13, 2024			10:00 a.m., Eastern Time			Live webcast at www.virtualshareholdermeeting.com/JJSF2024			December 19, 2023

Voting Matters and Vote Recommendations

Proposal	Matter	Board Vote Recommendation
1	To elect Mary M. Meder and Vincent A. Melchiorre to serve as directors, each for a term ending at the 2029 Annual Meeting of Shareholders	“FOR” the election of each of the director nominees
2	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2024	“FOR” the ratification of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2024
3	Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers	“FOR” the non-binding advisory resolution approving our executive compensation

Additional Information

Admission to the Annual Meeting			• Admission to the Annual Meeting is restricted to shareholders and/or their designated representatives.
Proxy Materials			• On or about January 3, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) was mailed to our shareholders of record as of December 19, 2023. • The proxy statement, the proxy or voting instruction card, and our 2023 Annual Report to Shareholders are available at www.proxyvote.com. • All shareholders may choose to access these materials electronically or may request printed or emailed copies at no charge.

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How to Vote			It is important that your shares be represented and voted. • Shareholders who received the Notice may vote their shares electronically at www.proxyvote.com, by telephone, or by mail after requesting a paper copy of the proxy materials. There is no charge for requesting a paper or email copy. • We have also mailed paper copies of the proxy materials, including the proxy card, to some of our beneficial shareholders. These shareholders may also view the proxy materials online at www.proxyvote.com. They may vote their shares by mail, telephone, or Internet. To vote by mail, these shareholders should simply complete, sign, and date the proxy card and return it in the envelope provided. To vote by telephone or Internet, 24 hours a day, 7 days a week, these shareholders should refer to the proxy card for voting instructions. • If you attend the Annual Meeting and want to vote at the Annual Meeting, you can withdraw your proxy. If your shares are held in the name of a broker, bank or other holder of record, you will need a control number and legal proxy from the holder of record in order to vote your shares. Please see the procedures described under “How can I participate in the Annual Meeting” on page 3 of the proxy statement. • Please note the voting procedures described under “How do I Vote my shares?” on page 5 of the proxy statement.
Voting			• Proposal 1 – you may vote “FOR” or “WITHHOLD”. • Proposal 2 – you may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting. • Proposal 3 – you may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting. If you elect to “ABSTAIN” from voting on Proposal 2 or Proposal 3, your abstention will have the effect of a vote “AGAINST” the proposal. In addition, a failure to vote on Proposal 1 will have no effect, subject to the application of our Director Resignation Policy discussed below.

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FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

Why did you send me these proxy materials?

As permitted by the U.S. Securities and Exchange Commission (“SEC”) rules, we are making the proxy materials available to our stockholders primarily via the Internet. By doing so, we can reduce the printing and delivery costs and the environmental impact of the Annual Meeting. On or about January 3, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

We sent this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the virtual Annual Meeting. This proxy statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote at the meeting.

When is the Annual Meeting?

The Annual Meeting will be held on Tuesday, February 13, 2024, at 10:00 A.M., Eastern Time. The Annual Meeting will be held via a live webcast, and there will not be a physical meeting location.

How can I participate in the Annual Meeting?

You will be able to attend the Annual Meeting online and to vote your shares electronically on the virtual meeting platform by visiting www.virtualshareholdermeeting.com/JJSF2024 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the Annual Meeting on February 13, 2024. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the Annual Meeting login page. We will have technicians available to assist you.

What am I voting on?

At the Annual Meeting, you will be voting:

•	To elect Mary M. Meder and Vincent A. Melchiorre to serve as directors, each for a term ending at the 2029 Annual Meeting of Shareholders;

•	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2024;

•	On an advisory vote on approval of executive compensation;

•	On any other matter, if any, as may properly come before the meeting and any adjournment or postponement of the annual meeting.

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How do you recommend that I vote on these items?

The Board of Directors recommends that you vote:

•	FOR the election of each of Mary M. Meder and Vincent A. Melchiorre to serve as directors, each for a term ending at the 2029 Annual Meeting of Shareholders.

•	FOR ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2024.

•	FOR the advisory vote approving executive compensation.

Who is entitled to vote?

You may vote if you owned our common share(s) as of the close of business on December 19, 2023, the record date for the annual meeting. On the record date, there were 19,367,175 shares of J & J common stock, no par value (“Common Stock”) outstanding. Holders of our Common Stock at the close of business on December 19, 2023 are generally entitled to one vote per share of Common Stock on each matter to be voted upon at the Annual Meeting.

Who pays expenses related to the proxy solicitation?

The expenses of the proxy solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited in person or by telephone by directors, officers or employees of the Company and its subsidiaries without additional compensation. The Company may engage the services of a proxy-soliciting firm. We are required to pay the reasonable expenses incurred by record holders of J & J 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.

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 New Jersey Business Corporations Act (NJBCA), abstentions and broker non-votes (described below) will be counted for the purpose of determining whether a quorum is present.

What vote is required to approve each proposal?

Proposal 1: Election of Directors

Pursuant to the NJBCA, the election of directors will be determined by a plurality vote and the two (2) nominees receiving the most “FOR” votes will be elected. If any nominee for director in an uncontested election receives a greater number of votes “withheld” than votes “for” such election, our Director Resignation Policy requires that such nominee must promptly tender his or her resignation to the Board following certification of the vote, which the Board shall accept or reject within 90 days of the shareholder vote.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required to ratify the selection of our independent registered public accounting firm.

Proposal 3: Advisory Vote Approving Executive Compensation

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the executive compensation described in this proxy statement.

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Approval of any other proposal will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting, unless otherwise required by our constituent documents or applicable law.

What is the effect of abstentions and broker non-votes?

Under the NJBCA, abstentions, or a withholding of authority, are not counted as votes cast but are counted as shares present in person or represented by proxy at the Annual Meeting and, therefore, will have the effect of a vote “AGAINST” Proposal 2 and Proposal 3 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 certain “routine” matters if the clients have not timely furnished voting instructions prior to the Annual Meeting. The election of directors and the advisory vote regarding executive compensation are not considered routine matters and, consequently, without your voting instructions, your brokerage firm cannot vote your shares on these proposals. 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.” Broker non-votes are not counted as votes cast or as present in person or represented by proxy at the Annual Meeting and, therefore, will have no effect on any proposal at the Annual Meeting.

How do I vote my shares?

Registered shareholders can vote via the Internet during the Annual Meeting webcast or by proxy. There are three ways to vote by proxy:

•	By Telephone – You can vote by calling 1-800-690-6903;

•	By Internet – You can vote over the Internet at www.proxyvote.com and following the instructions on the proxy card; or

•	By Mail – You can vote by completing, dating, signing and returning the enclosed proxy card. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 P.M. Eastern Time on February 12, 2024.

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 have this information available to access 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:

•	“for” the election of each of Mary M. Meder and Vincent A. Melchiorre to serve as directors, each for a term ending at the 2029 Annual Meeting of Shareholders;

•	“for” ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2024;

•	“for” the advisory vote approving executive compensation; and

•	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 the Company.

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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 vote by telephone or the Internet;

•	submitting a later-dated proxy by mail; or

•	attending the Annual Meeting via the webcast and voting electronically on the virtual meeting platform. Your attendance alone will not revoke your proxy. You must also vote electronically at the Annual Meeting.

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. We encourage shareholders to ask questions or to voice their views. We also wish 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.

Who will tabulate the votes?

Votes cast by proxy or in person will be counted by Broadridge Financial Solutions, Inc. who was appointed by us to act as election inspectors for the meeting.

Where do I find the voting results of the meeting?

We will announce the preliminary voting results at the meeting and provide the final results in a Current Report on Form 8-K filed with the SEC within four business days following the meeting.

Householding

We are permitted by the SEC to send a single copy of our Notice of Internet Availability and, if you requested printed versions by mail, the set of our proxy statement and annual report to stockholders who share the same last name and address. This procedure is called “householding” and is intended to reduce our printing and postage costs. We will promptly deliver a separate copy of our Notice of Internet Availability and, if you requested printed versions by mail, our annual report and proxy statement to you if you contact us at Attn: Michael A. Pollner, Corporate Secretary, J & J Snack Foods Corp., 350 Fellowship Road, Mount Laurel, NJ 08054; telephone us at (856) 665-9533; or email us at InvestorRelations@jjsnack.com. In addition, if you want to receive separate copies of the proxy statement or annual report in the future; if you and another shareholder sharing an address are receiving more than one copy of the proxy materials and would like to request delivery of a single copy of the proxy statement or annual report at such address in the future; or if you would like to make a permanent election to receive either printed or electronic copies of the proxy materials and annual report in the future, you may contact us at the same address, telephone number or email address. If you hold your shares through a broker or other intermediary and would like additional copies of our proxy statement or annual report or would like to request householding, please contact your broker or other intermediary.

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CORPORATE SOCIAL RESPONSIBILITY

J & J Snack Foods Corp. and its subsidiaries believe that every great snack starts with great products. This means committing to the long-term health of people and the planet. We acknowledge that our activities have an impact on the environment both locally and globally. We recognize that the long-term success of our business is predicated on creating a cleaner and healthier environment, safeguarding and responsibly using natural resources, and reducing the impact of our operations while eliminating waste. We believe that a thoughtful approach to environmental, social and governance matters is critical to our ongoing success and is the right thing to do.

The Company prioritizes the issues that fundamentally impact the company’s business and its stakeholders – focusing efforts and resources where they will have the greatest impact not just on our bottom line but on the communities we serve. During Fiscal Year 2023, we continued to work on initiatives designed to simultaneously drive growth, foster social prosperity, and encourage environmental stewardship. We are committed to increasing the use of recyclable materials in our packaging. We are taking steps to minimize the environmental impact of our activities from supply chain to production, implementing a procurement strategy to eliminate purchases from regions at risk for deforestations and enforcing our Supplier Code of Conduct. We have encouraged the use of sustainable palm oil in four products since 2017 and we are RSPO (Roundtable for Sustainable Palm Oil) certified.

In 2023, we added new capacity and new lines designed and installed to allow for regional production thereby reducing transportation costs. We have also added new regional distribution centers with modern construction technology resulting in energy efficiencies. Our new network of regional distribution centers will also result in fewer miles driven and less fuel consumed. This is in addition to continuing our efforts to reduce water usage at our facilities, converting from fluorescent lighting to LEDs, adopting food scrap and oil reuse programs, and redesigned our packing materials to utilize less plastics.

Throughout our history, we have consistently demonstrated an outstanding enthusiasm of caring for each other, our customers, and the communities where we live and work. In 2023, we renewed this long-standing commitment by continuing our support of local outreach efforts like the 9/11 National Meal Pack Day serving greater Nashville’s Second Harvest Food Bank, “Clean the Park or Creek” events and tree planting initiatives in support of Earth Day, National Night out, and multiple giving back programs like back to school, and holiday support drives.

CORPORATE GOVERNANCE PRACTICES

Size of the Board of Directors			8
Number of Independent Directors			5
Audit, Compensation and Governance Committees Consist Entirely of Independent Directors			Yes
Annual Advisory Approval of Named Executive Officer Compensation			Yes
Corporate Governance Guidelines			Yes
Stock Ownership Guidelines for Directors			Yes
Clawback Policy			Yes
Stockholder Rights Plan (Poison Pill)			No

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of eight (8) members: Our founder and Chairman Emeritus, Gerald B. Shreiber, whose term expires at our 2025 Annual Meeting; Mary M. Meder and Vincent A. Melchiorre, whose terms expire at our 2024 Annual Meeting; Peter G. Stanley, whose term expires at our 2026 Annual Meeting; Marjorie S. Roshkoff and Daniel J. Fachner, whose terms expire at our 2027 Annual Meeting; and Sidney R. Brown and Roy C. Jackson, whose terms expire at our 2028 Annual Meeting.

In November 2023, our Board of Directors voted to nominate Mary M. Meder and Vincent A. Melchiorre for re-election to the Board of Directors for a term ending at the 2029 Annual Meeting of Shareholders. If either Ms. Meder or Mr. Melchiorre becomes unable or unwilling to 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 nominees to be willing and able to serve.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

Biographical Information about the Nominees and Directors

Set forth below are the names of our directors, including the persons nominated to be reelected as a director, as well as their ages as of December 15, 2023, their offices within the company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors, the names of other public companies in which such persons hold directorships or held directorships within the past five years, and the particular experience, qualifications attributes or skills that led the Board to determine that the individual should serve as director.

Name	Age	Position	Year of Expiration of Term
Gerald B. Shreiber	82	Director and Chairman Emeritus	2025
Sidney R. Brown	66	Director	2028
Daniel J. Fachner	63	Director, Chairman, President and CEO	2027
Roy C. Jackson	63	Director	2028
Mary M. Meder	61	Director	2024
Vincent A. Melchiorre	63	Director	2024
Marjorie S. Roshkoff	55	Director	2027
Peter G. Stanley	81	Director	2026

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Gerald B. Shreiber Director since 1971 Age 82 Chairman Emeritus Committees: None		Professional Experience: Mr. Shreiber is the founder of the Company and serves as Chairman Emeritus. Mr. Shreiber previously served as the Company’s Chief Executive Officer from its inception in 1971 until 2021 and as Chairman of the Board from 1971 to 2023. Mr. Shreiber is the father of Marjorie S. Roshkoff, who also is on the Board. Director Skills and Qualifications: • Industry Experience • Company History • Management Experience
Sidney R. Brown Director since 2003 Age 66 Committees: Compensation (Chair), Nominating		Professional Experience: Mr. Brown is the Chief Executive Officer of NFI Industries, Inc., a global integrated supply chain solutions provider. Mr. Brown is also on the Board of FS Investments Energy and Power Fund, a specialty finance company that invests primarily in income-oriented securities of private energy-related companies. In addition, he is a member of the Board of Trustees of Cooper Health Systems, a non-profit provider of health services in Southern New Jersey. Mr. Brown has management experience in running a large company and experience in executing strategic acquisitions. He has broad and vast experience in freight transportation and supply chain solutions. He also has a strong background in sales, marketing and finance. He became a director of the Company in 2003. Director Skills and Qualifications: • Management Experience • Finance • Mergers and Acquisitions • Transportation/Logistics

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Roy C. Jackson Director since 2022 Age 63 Committees: Audit, Nominating, Compensation		Professional Experience: Roy C. Jackson has spent nearly 25 years in the Foodservice Industry. He has held senior level positions with PepsiCo, YUM! Brands and The Coca-Cola Company, where he retired in 2018 as Senior Vice President, Business Development & Industry Affairs. Mr. Jackson most recently held the position of Executive Vice President, Development & Industry Relations at the National Restaurant Association, of which the Company is an active member. Mr. Jackson’s experience has encompassed areas of increasing responsibility in sales, general management and restaurant operations. He currently serves as a board member of CustomerX.i Inc. and has held previous board roles with the Multi-Cultural Foodservice Hospitality Alliance, International Franchise Association and The National Restaurant Educational Foundation. Mr. Jackson received the Chairman’s Award of the National Restaurant Association in 2017 and the Partnership Award for the Women’s Foodservice Forum in 2017. Director Skills and Qualifications: • Industry Experience • Sales and Marketing • Management Experience
Daniel J. Fachner Director since 2022 Age 63 Chairman Committees: None		Professional Experience: Dan Fachner has been President and Chief Executive Officer of J & J Snack Foods Corp. since May 2021, became a member of its Board of Directors in May 2022 and was appointed Chairman of the Board in November 2023. Mr. Fachner began his career with the ICEE Company more than forty years ago and has held several roles with increasing responsibilities during that time, including President and CEO. During his tenure at The ICEE Company, he supported the organization’s growth in the United States, Mexico, Canada, Asia, Europe, Australia, Central America and the Middle East. Mr. Fachner is currently a member of the Board of Directors of In His Grip Golf. Mr. Fachner has also previously served on the Boards of Azusa Pacific University and Los Angeles Pacific University. Director Skills and Qualifications • CEO Experience • Industry Experience

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Mary M. Meder Director since 2022 Age 61 Committees: Nominating, Audit		Professional Experience: Mary Meder currently serves as President at Harmelin Media, a national independently-owned strategic media and marketing agency located in Bala Cynwyd, PA. During her tenure as President, she has led agency growth from 85 employees to over 300, with annual billings approaching one billion dollars. Ms. Meder led the agency’s transformation, launching new services and platforms including digital media, performance marketing, influencer marketing, ecommerce, sports marketing, analytics and business intelligence. She brings over 35 years of business and advertising experience with her, with significant board experience through her long-term involvement with nonprofit organizations including Special Olympics of Pennsylvania (SOPA), Philadelphia Ad Club, and Penn State’s School of Communications. In 2011, Meder received the Special Olympics Pennsylvania Hall of Fame Al Senavitis Lifetime Achievement Award; she was honored in 2012 by the Cradle of Liberty Council – BSA – Good Scout Award; and she was recognized in 2014 by the Epilepsy Foundation and as a Mover & Shaker for the Philly Ad Club. Director Skills and Qualifications: • Sales and Marketing • Digital Media • Management Experience
Vincent A. Melchiorre Director since 2013 Age 63 Committees: Audit, Nominating (Chair)		Professional Experience: Mr. Melchiorre has approximately 40 years experience in the food industry. Mr. Melchiorre was Senior Vice President of Bimbo Bakeries USA, a position he held from September 2010 until his retirement in December 2022. From June 2007 to August 2010, Mr. Melchiorre was employed by J & J Snack Foods Corp. as Senior Vice President – Food Group. 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 and 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. These experiences provide Mr. Melchiorre with an extensive knowledge of the food business including relevant experience in the fresh, frozen and shelf stable segments. In addition, he has had leadership roles in finance, information technology, operations, sales and marketing. Director Skills and Qualifications: • Industry Experience • Sales and Marketing • Management Experience

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Marjorie S. Roshkoff Director since 2020 Age 55 Committees: None		Professional Experience: Ms. Roshkoff served as Vice President and General Counsel of J & J from 2019 until 2022. Prior to the General Counsel role, Ms. Roshkoff was a Vice President and in-house counsel for the Company and also managed the Human Resources function. Ms. Roshkoff has more than 20 years of legal experience and extensive knowledge of the Company’s history, organization and culture. She also adds the perspective of a long-term highly committed director and shareholder. Ms. Roshkoff is a daughter of Gerald B. Shreiber, the founder and Chairman Emeritus of the Company. Director Skills and Qualifications: • Legal and Regulatory Experience • Industry Experience • Company Culture and History
Peter G. Stanley Director since 1983 Age 81 Committees: Audit (Chair), Compensation		Professional Experience: Mr. Stanley is the former Chairman of the Board of Emerging Growth Equities, Ltd., an investment banking firm. Mr. Stanley brings to the Board experience as a commercial and investment banker, with knowledge of strategic acquisitions and corporate finance. He provides the Board with strong financial skills and chairs our Audit Committee. Mr. Stanley has developed a thorough understanding of the Company’s industry and history on account of his long service on our Board. Director Skills and Qualifications: • Finance • Mergers and Acquisitions • Company History

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CORPORATE GOVERNANCE

Code of Ethics

J & J is incorporated under the laws of the State of New Jersey. In accordance with New Jersey law and J & J’s Bylaws, 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 at www.jjsnack.com.

Director Independence

The rules of the NASDAQ Stock Market require that a majority of the Company’s Board of Directors and the members of the Audit Committee, Compensation Committee and the Nominating and Corporate 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 that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The Board considers all relevant facts and circumstances of which it is aware in making an independence determination.

Based on the NASDAQ Stock Market’s guidelines, the Board of Directors has determined that each of the following directors is independent: Sidney R. Brown, Roy C. Jackson, Mary M. Meder, Vincent A. Melchiorre and Peter G. Stanley. Messrs. Jackson, Melchiorre and Stanley and Ms. Meder do not have a business, financial, family or other type of relationship with J & J. With respect to Mr. Brown, his company, NFI Industries and affiliated companies, provide the following services to the Company: (i) transportation and supply chain solutions services; (ii) operate the Company’s new regional distribution centers; and (iii) lease to the Company the building where the Texas regional distribution center is located. The Board of Directors determined that Mr. Brown is independent irrespective of the services provided due to the amounts involved and the relative levels of revenue of J & J and NFI Industries.

Certificate of Incorporation – Voting Provisions

The Company’s Amended and Restated Certificate of Incorporation (the “Charter”) includes certain provisions relating to shareholder and director voting. Under the Charter, no shareholder may vote more than ten percent (10%) of the Company’s voting securities (the “Voting Threshold”), including the Company’s common stock, without approval from our Board of Directors, excluding those shareholders (such as Mr. Shreiber) who held shares of common stock in excess of the Voting Threshold as of the date of the Charter’s adoption in 1990. The Charter grants the Company the right to repurchase shares held in excess of the Voting Threshold upon a duly adopted resolution of the Board of Directors.

Generally, each director of the Company’s Board of Directors is entitled to one vote on all matters upon which the Board of Directors is entitled to vote, except that Mr. Shreiber is granted certain special voting rights with respect to any matters to be voted upon by the Board of Directors. As a result, as of the date of this Proxy Statement, Mr. Shreiber is entitled to cast six (6) votes on all matters upon which the Board of Directors is entitled to vote. Further, in the event of a “hostile change of Board control,” which would occur only when one-half or more of the total number of directors serving on the Board of Directors have not been nominated by the Board of Directors or by a duly-authorized committee of the Board of Directors, our Charter grants “Experienced Directors,” defined as those Directors with more than five years of experience of serving as Directors of the Company, certain expanded voting rights that could delay, deter or prevent an acquisition of the Company.

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Board Diversity

We provide the following information about our directors for purposes of our compliance with NASDAQ rules. We ask our directors and director nominees to indicate their self-identification with respect to race/ethnicity, gender, gender identity, and sexual orientation, subject to applicable laws. Our Corporate Governance Guidelines place great emphasis on diversity and require that our Nominating and Corporate Governance Committee and full Board consider diversity as a factor in the recruitment and nomination of new directors.

Board Diversity Matrix (as of December 15, 2023)

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I – Gender Diversity
Directors	2	6	—	—

Part II – Demographics Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Middle Eastern	—	—	—	—
Native Hawaiian or Pacific Island	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did not disclose demographic background	—	—	—	—

Board Meetings

During the fiscal year, the Board of Directors held four (4) regularly scheduled meetings. Each director attended at least 75% of the total meetings of the Board of Directors and the Committees on which he or she served, except Mr. Shreiber who attended 50% of the meetings of the Board of Directors.

Annual Meeting Attendance

It has been longstanding practice of the Company for all directors to attend the Annual Meeting of Shareholders. All directors then serving virtually attended the Annual Meeting held in February 2023.

Executive Sessions of Independent Directors

The Independent Directors meet in executive sessions without management present before or after regularly scheduled Board meetings.

Director Stock Ownership Guidelines

The Board has established stock ownership guidelines for the non-employee directors. Within three years of election as a director, the director must attain and hold 1,500 shares of J & J Common Stock. All current non-employee directors meet this guideline except for Mr. Jackson and Ms. Meder, who were appointed in May 2022 and September 2022, respectively.

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Board Leadership

The Board of Directors has reviewed and discussed the leadership structure at the Company, and in November 2023 determined that it would be in the best interests of the Company for Mr. Fachner to serve as Chairman of the Board, in addition to serving as President and Chief Executive Officer of the Company. Given the current size and composition of the Board and Mr. Fachner’s strong knowledge and leadership of the Company, the Board determined that Mr. Fachner is best suited to lead the board in its discussion of key business and strategic matters, and to focus the Board on the most critical issues facing the Company. Mr. Fachner’s Company-specific expertise and industry knowledge will facilitate the Board’s focus on the Company’s strategic objectives, as well as the Board’s oversight of the Company and its management. Mr. Shreiber, who served as Chairman of the Board until November 2023, continues to serve as a director in the role of Chairman Emeritus.

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 and Corporate 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 “Investors” tab and then under “Corporate Governance.” Paper copies are available at no cost by written request to Michael A. Pollner, Corporate Secretary, J & J Snack Foods Corp., 350 Fellowship Road, Mount Laurel, NJ 08054.

Name	Audit Committee	Compensation Committee	Nominating Committee
Gerald B. Shreiber
Sidney R. Brown		Chair	X
Daniel J. Fachner
Roy C. Jackson	X	X	X
Mary M. Meder	X		X
Vincent A. Melchiorre	X		Chair
Marjorie S. Roshkoff
Peter G. Stanley	Chair	X

The Audit Committee

The Audit Committee is comprised of directors Mr. Stanley (Chairman), Mr. Jackson, Mr. Melchiorre, and Ms. Meder, 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:

•	The oversight of the accounting and financial reporting processes of the Company and its internal control over financial reporting.

•	The oversight of the quality and integrity of the Company’s financial statements and the independent audit thereof.

•	Discussion of the audited financials with the Company’s management.

•	Recommend to the Company’s Board, as appropriate, that the Company’s audited financial statement be included in the Company’s annual report on Form 10-K.

•	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 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 include

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a former banker and retired investment banker who has significant experience reviewing financial statements of companies, a retired executive with substantial financial experience with sophisticated, global business operations, a businessman who has had substantial financial oversight responsibilities with food companies, and a chief executive officer of a media communications company.

The Audit Committee held eight (8) meetings during the 2023 fiscal year.

The Compensation Committee

The Compensation Committee is comprised of directors Mr. Brown (Chairman), Mr. Jackson and Mr. Stanley, each of whom qualifies as an independent director under the rules of the NASDAQ Stock Market. The Committee has responsibility for the following:

•	Annually review and determine the compensation of the Chief Executive Officer and other officers.

•	Review and approve compensation paid to family members of officers and directors.

•	Approve the form of employment contracts, severance arrangements, change in control provisions and other compensatory arrangements with officers.

•	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.

•	Approve compensation programs and grants involving the use of the Company’s stock and other equity securities.

•	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.

•	Have direct responsibility for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Compensation Committee.

•	Review the Committee’s performance annually.

•	Review and reassess the adequacy of the Committee’s Charter annually and recommend to the Board any appropriate changes.

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SEC Form DEF 14A filed by J & J Snack Foods Corp.