8-K
TOFUTTI BRANDS INC (TOFB)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
December 18, 2025
Date
of Report
(Date of earliest event reported)
TOFUTTI
BRANDS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-09009 | 13-3094658 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> Identification No.) |
| 105<br> Newfield Ave., Suite H, Edison, New Jersey 08837 | ||
| --- | ||
| (Address<br> of principal executive offices and zip code) | ||
| (908)272-2400 | ||
| --- | ||
| (Registrant’s<br> telephone number, including area code) | ||
| Not<br> Applicable | ||
| --- | ||
| (Former<br> name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.01 per share | TOFB | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM
5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Registrant’s Annual Meeting of Shareholders held on December 18, 2025, the shareholders of the Registrant entitled to vote at the meeting voted to: (i) elect the four individuals named below to serve as directors of the Registrant to hold office until the Annual Meeting of Shareholders to be held in 2026 and until their successors have been duly elected and qualified; (ii) approve, by non-binding advisory vote, the resolution approving named officer compensation (“Say On Pay Vote”); (iii) approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future named executive compensation (“Say When On Pay Vote”); and (iv) ratify the appointment of Rosenberg Rich Baker Berman, P.A. as the Registrant’s independent registered public accounting firm for the 2025 Fiscal Year.
| 1. | The votes cast by shareholders with respect to the election<br>of directors were as follows. | ||
|---|---|---|---|
| For | Withheld | Broker<br> Non-Votes | |
| --- | --- | --- | --- |
| Joseph<br> N. Himy | 3,508,581 | 109,658 | 982,363 |
| Scott<br> Korman | 3,508,009 | 110,230 | 982,363 |
| Efraim<br> Mintz | 3,508,092 | 110,147 | 982,363 |
| Franklyn<br> Snitow | 3,508,092 | 110,147 | 982,363 |
| 2. | The votes cast by shareholders with respect to the resolution<br>approving named officer compensation (“Say On Pay Vote”) were as follows. | ||
| --- | --- | ||
| For | Votes<br> Against | Votes<br> Abstain | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 3,495,161 | 118,780 | 4,318 | 982,363 |
| 3. | The votes cast by shareholders with respect to the frequency<br>of future non-binding advisory votes on resolutions approving future named executive compensation (“Say When On Pay Vote”)<br>were as follows: | ||
| --- | --- | ||
| For | Abstain | Broker<br> Non-Votes | |
| --- | --- | --- | --- |
| 1<br> Year | 668,111 | 10,260 | 982,364 |
| 2<br> Years | 82 | 10,260 | 982,364 |
| 3<br> Years | 2,939,785 | 10,260 | 982,364 |
| Abstain | |||
| 4. | The votes cast by shareholders with respect to ratification<br>of the appointment of Rosenberg Rich Baker Berman, P.A., as the Registrant’s independent registered public accounting firm for<br>the 2025 fiscal year: | ||
| --- | --- | ||
| For | Votes<br> Against | Votes<br> Abstain | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 4,503,584 | 76,085 | 20,933 | -0- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date:<br> December 22, 2025 | TOFUTTI<br> BRANDS INC. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/Steven Kass | |
| Steven<br> Kass | ||
| Chief<br> Executive Officer |