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SANFILIPPO JOHN B & SON INC

For the period ended Sep 11, 2025. Filed Sep 11, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 11, 2025 · Filed Sep 11, 2025

JBSS$54.96+0.8%Stored close · as of Nov 6, 2026
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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 § 240.14a-12

JOHN B. SANFILIPPO & SON, INC.

(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.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held

on October 29, 2025

TO THE STOCKHOLDERS:

The Annual Meeting of stockholders of John B. Sanfilippo & Son, Inc. will be held on Wednesday, October 29, 2025, at 11:30 A.M., Central Time. We have decided to hold this year’s Annual Meeting via a live audio-only webcast.

Instructions on how to participate in the Annual Meeting are posted athttp://www.proxydocs.com/JBSS. Prior registration to attend the Annual Meeting athttp://www.proxydocs.com/JBSS is required, which must be completed by 5:00 P.M., Eastern Time, on October 27, 2025. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will also permit you to submit questions as described herein.

The Annual Meeting will be held for the following purposes:

Election of directors;

Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the 2026 fiscal year;

Conduct an advisory vote to approve executive compensation; and

Transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting may be postponed or adjourned from time to time without any notice other than announcement at the meeting, and any and all business for which notice is hereby given may be transacted at any such postponed or adjourned meeting.

The Board of Directors has fixed the close of business on September 2, 2025, as the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting.

A Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will be mailed to stockholders of record who were not mailed the printed proxy materials. The Internet Notice provides details regarding the availability of our full proxy materials, including this Proxy Statement and Annual Report, at the website address http://www.proxydocs.com/JBSS. All stockholders of record were either mailed the Internet Notice or mailed the printed proxy materials which include a proxy card. Stockholders who are beneficial owners of our stock held in street name (e.g., holding shares of our stock through a broker, bank or other holder of record) should follow the applicable instructions provided by their broker, bank or other holder of record to vote their shares. If a stockholder wishes to vote electronically or by telephone, the stockholder should follow the instructions on how to vote electronically or by telephone that are included on the stockholder’s proxy card, Internet Notice or voting instruction card.

By Order of the Board of Directors

JASPER B. SANFILIPPO, JR.Secretary

Elgin, Illinois

September 17, 2025

John B. Sanfilippo & Son, Inc. Proxy Summary

Proposal 1: Election of Directors

COMMON STOCK DIRECTORS

NameTenureKey Skills
Pamela Forbes Lieberman5 years•Manufacturing, distribution and retail experience, including in the food industry•Strategy, M&A and executive management, including CEO background•Family-controlled companies and public companies board experience, including roles as Board Chair, and Chair roles of Audit Committees and a Strategy Committee•Background in finance, audit and accounting
Mercedes Romero4 years•Food and beverage, consumer packaged goods and retail experience•Supply chain and procurement background•Sales, manufacturing and distribution oversight experience•Sustainability experience•Latino Corporate Directors Association Board Ready Institute, Certified•NACD Certified Board Director
Ellen C. Taaffe14 years•Consumer packaged goods experience•Brand management, strategy and sales experience•Public company board experience•NACD Certified Board Director and Board Leadership Fellow

Common Stock Director Experience: Each of the Common Stock Directors has experience in the food industry and/or consumer packaged goods industry.

Gender and Diversity: Common Stock Director nominees are all female. One Common Stock Director identifies as diverse.

CLASS A DIRECTORS

Gender and Diversity: Together with the Common Stock Directors, 40% of our Board is female and one of our directors identifies as a member of an underrepresented group.

See page 5 for further information about such nominees and director election matters.

Proposal 2: Ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

See page 22 for proposal 2.

Proposal 3: Advisory vote to approve our named executive officer compensation.

Compensation Program Highlights

•Compensation oriented around 50th percentile of peer group•Approximately 98.5% of votes supported prior Say on Pay vote
•Annual bonus program focused on return on capital/economic valued added model•No employment agreements
•Annual bonus capped at 2x of target, with meaningful threshold entitlement performance level•Responsible use of equity awards with 3-year cliff vesting to promote retention
•Automatic enrollment in company sponsored 401(k) Plan for all eligible employees with company match•Significant management team ownership of stock promotes alignment with stockholders
•Non-Qualified Deferred Compensation Plan for executives to aid in retirement planning•Performance-based equity program promotes management focus on long-term performance and enhances retention and further alignment with stockholders
•Compensation program subject to claw back and recoupment requirements•Limited management perquisites

See page 24 for proposal 3.

Corporate Governance Highlights

✓Annual director elections
✓Holders of Common Stock have the right to elect a specified portion of directors
✓Audit, Nominating and Governance and Compensation and Human Resources Committees are comprised entirely of independent directors
✓Regular executive sessions of independent directors
✓Lead Independent Director role created with robust responsibilities set forth in the Corporate Governance Guidelines
✓Regular focus on corporate responsibility initiatives that align with strategy
✓Regular succession planning at the CEO and executive management levels
✓Quarterly cybersecurity, information security and artificial intelligence review by Audit Committee, plus Audit Committee oversight of anti-pledging policy
✓High level of independent director involvement in governance and oversight matters
✓Average Common Stock Director tenure of 7.7 years

Key Governance Initiatives in Fiscal 2025 and 2026

✓Conducted robust stockholder outreach program, regularly discussing key governance and strategy matters with significant percentage of our stockholders
✓Re-appointed Ellen Taaffe to serve as lead independent director for an additional two-year term
✓Enhanced corporate responsibility policies governing artificial intelligence, human rights, contract management, and environmental commitments
✓Rotated committee leadership with Mercedes Romero chairing the Nominating and Governance Committee
✓Increased staffing for corporate responsibility team

Table of Contents

Annual Meeting of Stockholders1
Proposal 1: Election of Directors4
Nominees for Election by the Holders of Common Stock5
Nominees for Election by the Holders of Class A Stock9
Corporate Governance12
Proposal 2: Ratify the Audit Committee’s Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the 2026 Fiscal Year22
Audit Committee Report23
Proposal 3: Advisory Vote to Approve Executive Compensation24
Compensation of Directors and Executive Officers25
Compensation of Directors25
Compensation Discussion and Analysis27
Compensation of Executive Officers35
Compensation and Human Resources Committee Report43
Pay versus Performance44
Security Ownership of Certain Beneficial Owners and Management48
Review of Related Party Transactions52
Delinquent Section 16(a) Reports53
Other Annual Meeting Matters54

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.