Bridgford's Investor
 

2008 Annual Report Page 18

Management assessed the effectiveness of our internal control over financial reporting for our fiscal year ended October 30, 2009.  Based on management’s assessment and those criteria, management believes that the internal control over financial reporting for our fiscal year ending October 30, 2009 was effective.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management’s internal control report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Report.

There has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

Item 9B.             Other Information

Not applicable.

PART III

Item 10.
Directors, Executive Officers and Corporate Governance

Information set forth in the sections entitled “Proposal 1 – Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in our definitive proxy statement for the 2010 Annual Meeting of Shareholders to be held on March 17, 2010 is incorporated herein by reference. Information concerning our executive officers is set forth in Part I, Item 1, hereof under the heading “Executive Officers of the Registrant”.

Item 11.
Executive Compensation

Information set forth in the sections entitled “Proposal 1 – Election of Directors” and “Compensation of Executive Officers” contained in our definitive proxy statement for the 2010 Annual Meeting of Shareholders to be held on March 17, 2010 is incorporated herein by reference.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information set forth in the sections entitled “Principal Shareholders and Management” and “Proposal 1 – Election of Directors” contained in our definitive proxy statement for the 2010 Annual Meeting of Shareholders to be held on March 17, 2010 is incorporated herein by reference.

Equity Compensation Plan Information

Our only shareholder approved equity compensation plan expired by its terms on April 29, 2009. No further stock options or rights are available for grant under this plan and all previously outstanding options and rights have also expired by their terms.  No stock options, warrants or rights were granted during the fiscal years ended October 30, 2009 and October 31, 2008 and none were outstanding as of October 30, 2009.

Item 13.
Certain Relationships and Related Transactions, and Director Independence (not in thousands)

Information set forth in the sections entitled “Proposal 1 – Election of Directors” and “Certain Relationships and Related Party Transactions” contained in our definitive proxy statement for the 2010 Annual Meeting of Shareholders to be held on March 17, 2010 is incorporated herein by reference.

We are considered a “controlled company” within the meaning of Rule 5615(c)(1) of the National Association of Securities Dealers (“NASD”) based on the approximate 80% beneficial ownership of  our outstanding common stock by Bridgford Industries Incorporated and are therefore exempted from various NASD rules pertaining to certain “independence” requirements of our directors. Nevertheless, the Board of Directors has determined that Messrs. Andrews, Foster, Schulze, Scott and Zippwald, who together comprise the Audit Committee, are all “independent directors” within the meaning of Rule 5605 of the Nasdaq Marketplace Rules.
Page: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21-40
Exhibit: 21.1 31.1 31.2 32.1 32.2

 
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