UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










Form
10-K/A

(Amendment
No. 1)










|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended October 28, 2016



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



Commission
file number: 000-2396







BRIDGFORD
FOODS CORPORATION

(Exact
name of Registrant as specified in its charter)



|California               |  | 95-1778176             
|------------------------ |  | -----------------------
|(State
of incorporation) |  | (I.R.S.
    Employer   
|                         |  | Identification
    No.)



1308
North Patt Street

Anaheim,
California 92801

(Address
of principal executive offices)



(714)
526-5533

(Registrant’s
telephone number, including area code)










Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $1.00 per share, the NASDAQ Stock Market LLC.



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files. Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ]                                             | Accelerated
    filer [  ]       
|---------------------------------------------------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ] (Do not check if a smaller reporting company) | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes [  ] No [X]



The
aggregate market value of voting stock held by non-affiliates of the registrant on April 15, 2016 was $20,069,000.



As
of February 23, 2017, there were 9,076,832 shares of common stock outstanding.


















EXPLANATORY
NOTE



On
January 13, 2017, Bridgford Foods Corporation (the “Company”) filed its Annual Report on Form 10-K for the year ended
October 28, 2016, (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”). Because
the Company has determined that it will not file its definitive proxy statement within 120 days following the last day of its
last fiscal year, the Company is providing Items 10, 11, 12, 13 and 14 of Part III in this Form 10-K/A filing. This Form 10-K/A
hereby amends and restates in their entirety the Form 10-K cover page and Items 10 through 14 of Part III.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the
principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. 
Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits.  Because no financial
statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to
Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.



Except
as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the original filing of the Form
10-K or modify or update in any way any of the other disclosures contained in the Form 10-K including, without limitation, the
financial statements.  Accordingly, this Form 10-K/A should be read in conjunction with the Company’s Form 10-K and
the Company’s other filings with the SEC.  Capitalized terms used herein, but not defined, shall have the meaning ascribed
in the Company’s Form 10-K.





TABLE
OF CONTENTS



|                                                                                                            | Page
|----------------------------------------------------------------------------------------------------------- | ----
|EXPLANATORY NOTE                                                                                            |     
|PART III                                                                                                    | 1   
|Item
    10. Directors, Executive Officers and Corporate Governance                                         | 1   
|Item
    11. Executive Compensation                                                                         | 5   
|Item
    12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16  
|Item
    13. Certain Relationships and Related Transactions, and Director Independence                      | 17  
|Item
    14. Principal Accountant Fees and Services                                                         | 18  
|                                                                                                            |     
|PART IV                                                                                                     | 19  
|Item
    15. Exhibits and Financial Statement Schedules                                                     | 19  
|SIGNATURES                                                                                                  | 20  
|EXHIBIT
    31.3                                                                                            |     
|EXHIBIT
    31.4                                                                                            |     











PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Identification
of Directors



The
following table and biographical summaries set forth, with respect to each director, his age, his principal occupation and the
year in which he first became a director of the Company. Data with respect to the number of shares of the Company’s common
stock beneficially owned by each of such persons as of February 23, 2017 appears under the ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS below.



|Name                    |  | Age |    | Principal
    Occupation |                                                                                                                 | Year
                                         First Became Director | 
|----------------------- |  | --- | -- | ------------------------ | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | 
|William L. Bridgford    |  |     | 62 |                          | Chairman of the Board and
    Member of the Executive Committee of the Company (1)(4)                           |                                                                     | 
|Allan L. Bridgford, Jr. |  |     | 57 |                          | Retired Executive of the Company (1)(4)                                                                         |                                                                     | 
|Bruce H. Bridgford      |  |     | 64 |                          | President of Bridgford Foods of California
    (1)(4)                                                           |                                                                     | 
|John V. Simmons         |  |     | 61 |                          | President and Member of the Executive
    Committee of the Company (4)                                          |                                                                     | 
|Todd C. Andrews         |  |     | 51 |                          | Vice President and Controller of Public
    Storage (2)(3)(4)                                                   |                                                                     | 
|D. Gregory Scott        |  |     | 60 |                          | Managing Director of Peak Holdings,
    LLC (2)(3)(4)                                                           |                                                                     | 
|Raymond F. Lancy        |  |     | 63 |                          | Chief Financial Officer, Vice President,
    Treasurer and Member of the Executive Committee of the Company (4) |                                                                     | 
|Keith A. Ross           |  |     | 54 |                          | Real Estate Consultant (4)                                                                                      |                                                                     | 










|(1) | William
    L. Bridgford, Allan L. Bridgford, Jr. and Bruce H. Bridgford are cousins.
|--- | -------------------------------------------------------------------------------------
|(2) | Member
    of the Compensation Committee.                                            
|(3) | Member
    of the Audit Committee.                                                   
|(4) | Member
    of the Nominating Committee.                                              



Directors



William
L. Bridgford



William
L. Bridgford has served as Chairman of the Board since March of 2006. He previously served as President of the Company from June
of 2004 until March of 2006, and Secretary of the Company for more than five years. Mr. Bridgford has been a full-time employee
of the Company since 1981. He has also served as a member of the Executive Committee since 2004. Mr. Bridgford is a graduate of
California State University, Fullerton with a degree in Business Management.



Mr.
Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder. He brings to
the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business
guidance to the Company. The Board believes his executive managerial experience and Company knowledge base combined with his understanding
of corporate values and culture qualify him to serve as a member of the Board.



Allan
L. Bridgford, Jr.



Allan
L. Bridgford, Jr. served as President of Bridgford Foods of Illinois, a division of the Company, from January 1983 until his retirement
in October of 2002. Mr. Bridgford is a graduate of the University of Missouri with a degree in Economics.



Mr.
Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder. He brings to
the Board extensive sales, marketing and distribution experience in the food industry. The Board believes these skills and experiences
qualify him to serve as a member of the Board. In addition to his service on the Board, Mr. Bridgford provides business consulting
services to the Company.



Bruce
H. Bridgford



Bruce
H. Bridgford has served as President of Bridgford Foods of California, a division of the Company, since March of 1999. Mr. Bridgford
has been a full time employee of the Company since 1977 and earned a B.S. degree in Business with a concentration in finance and
marketing from the University of Southern California.



1







Mr.
Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder. He provides key
insight into the direct store delivery operations of the Company as well as strategic direction for the sales management and marketing
functions of the Company. The Board believes these skills and experiences qualify him to serve as a member of the Board.



John
V. Simmons



John
V. Simmons has served as President of the Company and member of the Executive Committee since 2006. He previously served as Vice
President of the Company for more than five years. Mr. Simmons earned a B.A. degree in Psychology from the University of Wisconsin.



Mr.
Simmons has extensive knowledge and experience in the areas of marketing, product research and development, trade relations and
operations developed as an employee of the Company since 1979. The Board believes these skills and experiences qualify him to
serve as a member of the Board.



Todd
C. Andrews



Todd
C. Andrews is a Certified Public Accountant (inactive) and presently serves as Vice President and Controller of Public Storage,
a member of the S&P 500, headquartered in Glendale, California. Mr. Andrews has been employed by Public Storage since 1997.
Mr. Andrews graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting and
finance from California State University, Northridge.



Mr.
Andrews has extensive experience in multiple accounting and finance roles over a period of more than 20 years. In particular,
Mr. Andrews is experienced in the areas of financial reporting and analysis, treasury management, SEC reporting, internal controls
and procedures and operational analysis. In addition, Mr. Andrews brings a diverse set of perspectives to the Board from serving
in positions in multiple industries, including public accounting, entertainment, and real estate. The Board believes these skills
and experiences qualify him to serve as a member of the Board. Mr. Andrews also qualifies as an audit committee financial expert
and is financially sophisticated within the meaning of the NASDAQ Listing Rules.



D.
Gregory Scott



D.
Gregory Scott is a Certified Public Accountant (inactive) and currently serves as the Managing Director of Peak Holdings, LLC,
an investment management company based in Beverly Hills, California. Mr. Scott has been with Peak Holdings, LLC for more than
the past five years. Peak Holdings, LLC and its affiliates own and manage in excess of three million square feet of office, retail
and warehouse space throughout the United States.



Mr.
Scott brings to the Board extensive financial and managerial experience, which qualifies him to serve as a member of the Board.
Mr. Scott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing
Rules.



Raymond
F. Lancy



Raymond
F. Lancy has served as Treasurer of the Company for more than the past five years. He has also served as a member of the Executive
Committee since 2001, Vice President since 2001 and Chief Financial Officer since 2003. Mr. Lancy is a Certified Public Accountant
(inactive) and worked for ten years as an auditor at PricewaterhouseCoopers. He earned a Bachelor of Science degree with a major
in Administration with high honors from California State University, San Bernardino.



Mr.
Lancy has extensive knowledge and experience in the areas of finance and management developed at PricewaterhouseCoopers and as
an employee of the Company since July of 1992 and as Chief Financial Officer since 2003. The Board believes these skills and experiences
qualify him to serve as a member of the Board.



Keith
A. Ross



Keith
A. Ross is a real estate consultant. From August 2013 to the present, Mr. Ross serves as Executive Vice President of CT Realty,
or CTR, a real estate investment, development and management company based in Aliso Viejo, California. At CTR, Mr. Ross is in
charge of all development and is responsible for sourcing, evaluating, and closing on all commercial development opportunities.
In addition, Mr. Ross serves on CTR’s Executive Committee and Investment Committee. CTR was founded in 1994 and has successfully
acquired in excess of $2.5 Billion in commercial real estate properties across Northern and Southern California. Prior to joining
CTR, from 2001 to 2009, Mr. Ross was Founder and Principal of Centra Realty Corporation and oversaw the company’s land acquisitions,
capital raises of both equity and debt, architectural design, engineering, construction and sales/leasing efforts. Centra was
consistently ranked as one of the most active real estate development companies in Orange County California. From June 2009 to
January 2014, Mr. Ross was Founder, President and CEO of Peligroso Spirits which sold to Diageo in London (the world’s largest
spirits company).



2







Mr.
Ross began his professional career at the Koll Company and was with Koll for over a decade and served in various roles from project
manager to marketing before leading the real estate development efforts of the company in Southern California. Mr. Ross attended
San Diego State University. He currently serves on the Board of Directors and is a Co-Founder of Miocean, a nonprofit foundation
that applies proven business approaches to curb the harmful effects of urban run-off pollution.



Mr.
Ross brings to the Board extensive real estate acquisition development experience as well as project management and marketing
expertise, which the Board believes qualifies him to serve as a member of the Board. In addition to his service on the Board,
Mr. Ross provides real estate consulting services to the Company.



Public
Company Directorships



Except
as indicated above, none of the directors have been a director of any other public company in the past five years.



Involvement
in Certain Legal Proceedings



None
of the directors have been involved in any legal events reportable under Item 401(f) of Regulation S-K during the last ten years.



Arrangements
or Understandings with Directors



There
are no agreements or understandings pursuant to which any of the directors was or is to be elected to serve as a director or nominee.



Further,
none of our directors have agreements or arrangements with any person or entity, other than the Company, relating to compensation
or other payments in connection with such director’s service to the Company.



Identification
of Executive Officers



For
information relating to the age. term of office, periods of service and family relationships for each executive officer, see the
section entitled “Executive Officers of the Registrant” in PART I, ITEM 1 of this Annual Report on Form 10-K. The
Company has five executive officers that make up the five members of the Company’s Executive Committee. The Executive Committee
acts in the capacity of Chief Executive Officer of the Company.



Executive
Officers



A
biographical summary regarding William L. Bridgford, Raymond F. Lancy and John V. Simmons is set forth above under the caption
“Directors.” Biographical information with respect to the Company’s other executive officers is set forth below:



Allan
L. Bridgford



Allan
L. Bridgford, age 81, previously served as Senior Chairman of the Board from March of 2006 to October of 2011. From March of 1995
through March of 2006, Mr. Bridgford served as Chairman of the Board. He has been an employee of the Company since 1957, and reduced
his work schedule to 80% in March of 2000, 60% in March of 2005 and 50% in November 2014. Mr. Bridgford’s base compensation
was reduced by the same percentage as his regular work schedule reduction. Mr. Bridgford has also served as a member of the Executive
Committee since 1972. He is a graduate of Stanford University with a degree in Economics.



Hugh
Wm. Bridgford



Hugh
Wm. Bridgford, age 85, has served as Vice President of the Company and Chairman of the Executive Committee since March of 1995.
He previously served as Chairman of the Board of Directors of the Company for more than five years and was a full time employee
of the Company from 1955 through December 2010. Mr. Bridgford reduced his work schedule to 80% in January 2011, 60% in November
2012 and 40% in June 2016. He also served as a member of the Executive Committee since 1972. Mr. Bridgford is a graduate of Stanford
University with a degree in Economics and completed the Executive Program at the University of California at Los Angeles Graduate
School of Business.



3







Agreements
or Understandings with Officers



There
are no agreements or understandings pursuant to which any of the executive officers was or is selected to serve as an executive
officer.



Section
16(a) Beneficial Ownership Reporting compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers, and holders
of more than 10% of the Company’s common stock, to file with the SEC initial reports of ownership and reports of changes
in ownership of common stock of the Company. Officers, directors and 10% shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on the review of
copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal
year ended October 28, 2016, all of the Company’s officers, directors and 10% shareholders complied with all applicable
Section 16(a) filing requirements.



Corporate
Governance



Controlled
Company Status



The
Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based
on the approximate 78.8% ownership of the Company by Bridgford Industries Incorporated and is therefore exempted from certain
independence requirements of the NASDAQ Listing Rules, including the requirement to maintain a majority of independent directors
on the Company’s Board of Directors and certain requirements with respect to the committees of the Board. Nevertheless,
the Board of Directors has determined that Messrs. Andrews and Scott are “independent directors” within the meaning
of Rule 5605 of the NASDAQ Listing Rules.



Board
Committees



The
Board of Directors maintains three committees, the Compensation Committee, the Audit Committee and the Nominating Committee.



Compensation
Committee



The
Compensation Committee currently consists of two members, including Messrs. Andrews and Scott, and contains one vacancy. The Compensation
Committee for fiscal year 2016 consisted of Messrs. Andrews, Ross and Scott. During the Board’s annual review of director
independence, it was determined that Mr. Ross was no longer independent due to his receipt of consulting fees as an advisor to
the Company. Mr. Ross resigned from the Compensation Committee effective February 6, 2017. Each of the current members of the
Compensation Committee is a non-employee director, and notwithstanding that the Company is a “controlled company”
within the meaning of the NASDAQ Listing Rules, each member is independent as defined in Rule 5605(a)(2) of the NASDAQ Listing
Rules. The Compensation Committee is responsible for establishing and administering the Company’s compensation arrangements
for all executive officers.



Audit
Committee



The
Audit Committee currently consists of Messrs. Andrews and Scott and contains one vacancy. The Audit Committee for fiscal year
2016 consisted of Messrs. Andrews, Ross and Scott. During the Board’s annual review of director independence, it was determined
that the appointment of Mr. Ross to the Audit Committee did not satisfy the requirements of NASDAQ Listing Rule 5605(b)(1)(A)
due to the payment by the Company of advisory consulting fees to Mr. Ross. Mr. Ross resigned from the Audit Committee effective
February 6, 2017. The Company notified NASDAQ of noncompliance on February1, 2017. On February 8, 2017, NASDAQ notified the Company
that they would be granted a cure period and must comply with the requirements of NASDAQ Listing Rule 5605(b)(1)(A) by March 9,
2017. The Company intends to fill the vacancy on the Audit Committee prior to March 9, 2017 and thereby regain compliance with
NASDAQ Listing Rule 5605(b)(1)(A).



The
Audit Committee has been established in accordance with the rules and regulations of the SEC and each of the current members of
the Audit Committee is an “independent director” as defined in Rule 5605(c)(2) of the NASDAQ Listing Rules. In addition,
the Board has determined that Messrs. Andrews and Scott qualify as “audit committee financial experts” as such term
is used in the rules and regulations of the SEC.”



4







Nominating
Committee



The
Board of Directors has decided that the full Board should perform the functions of a Nominating Committee for the Company. It
made that decision because the Board believes that selecting new Board nominees is one of the most important responsibilities
the Board members have to the Company’s shareholders, and for that reason, all of the members of the Board should have the
right and responsibility to participate in the selection process. Because of its status as a “controlled company”
within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules, the Company is not required to have a Nominating Committee
comprised solely of independent directors. The Nominating Committee does not act pursuant to a written charter.



In
its role as Nominating Committee, the full Board identifies and screens new candidates for Board membership. Nevertheless, actions
of the Board, in its role as Nominating Committee, can be taken only with the affirmative vote of a majority of the independent
directors on the Board, as defined by the NASDAQ Listing Rules.



Director
Nomination Process



In
identifying new Board candidates, the Board will seek recommendations from existing Board members and executive officers. In addition,
the Board will consider any candidates that may have been recommended by any of the Company’s shareholders who have made
those recommendations in accordance with the shareholder nomination procedures described below. The Board, in its capacity as
Nominating Committee, does not evaluate nominees recommended by shareholders differently from its evaluation of other director
nominees. The Board also has the authority to engage an executive search firm and other advisors as it deems appropriate to assist
in identifying qualified candidates for the Board.



In
assessing and selecting Board candidates, the Board will consider such factors, among others, as: the candidate’s independence,
experience, knowledge, skills and expertise, as demonstrated by past employment and board experience; the candidate’s reputation
for integrity; and the candidate’s participation in local community and local, state, regional or national charitable organizations.
When selecting a nominee from among candidates considered by the Board, it will conduct background inquiries of and interviews
with the candidates the Board members believe are best qualified to serve as directors. The Board members will consider a number
of factors in making their selection of a nominee from among those candidates, including, among others: whether the candidate
has the ability, willingness and enthusiasm to devote the time and effort required of members of the Board; whether the candidate
has any conflicts of interest or commitments that would interfere with the candidate’s ability to fulfill the responsibilities
of directors of the Company, including membership on Board committees; whether the candidate’s skills and experience would
add to the overall competencies of the Board; and whether the candidate has any special background or experience relevant to the
Company’s business.



Board
Consideration of Diversity



The
Board believes that differences in experience, knowledge, skills and expertise enhance the performance of the Board. Accordingly,
the Board, in its capacity as Nominating Committee, considers such diversity in selecting and evaluating proposed Board nominees.
However, the Board has not implemented a formal policy with respect to the consideration of diversity for the composition of the
Board.



Code
of Ethics



The
Company adopted a code of ethics that is applicable to, among other individuals, its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions, and posted the code of ethics on
its website at www.bridgford.com (and designated therein as the Code of Conduct). Any amendment or waiver to the Company’s
code of ethics that applies to its directors or executive officers will be posted on its website or in a report filed with the
SEC on Form 8-K.



ITEM
11. EXECUTIVE COMPENSATION



Compensation
Discussion and Analysis



Compensation
Overview



This
section provides information regarding the compensation paid to the Company’s “named executive officers” or
“NEOs,” all of whom are members of the Executive Committee. The Company has historically been and continues to be
principally managed by the Executive Committee. The Executive Committee, as a unit, serves as the Company’s “Chief
Executive Officer.” The Executive Committee currently consists of the following five members:



| | ● | Hugh
    Wm. Bridgford, Vice President and Chairman of the Executive Committee                           
| | - | ---------------------------------------------------------------------------------------------------------
| | ● | Allan
    L. Bridgford, Vice President                                                                   
| | ● | William
    L. Bridgford, Chairman of the Board (Principal Executive Officer)                            
| | ● | John
    V. Simmons, President                                                                           
| | ● | Raymond
    F. Lancy, Chief Financial Officer, Vice President and Treasurer (Principal Financial Officer)



5







The
Company’s executive compensation program is overseen by the Compensation Committee, which is comprised of certain non-employee
members of the Board. The basic responsibility of the Compensation Committee is to review the performance of the officers and
key employees toward achieving the Company’s strategic goals and to help ensure that the Company is able to attract and
retain individuals who can lead the Company to achieve those goals.



One
of the Company’s primary strategic goals is to increase shareholder value while meeting its objectives for customer satisfaction,
improved sales and financial performance, sound corporate governance, and competitive advantage. The Company’s current emphases
on controlling costs and improving profit margins on a consistent basis are also important factors which affect the Company’s
compensation decisions. The Compensation Committee’s goal is to work with management to balance the Company’s financial
goals and circumstances with the need to attract, motivate and retain the fully qualified and capable individuals the Company
needs to meet and surpass its customers’ and shareholders’ expectations in a highly-competitive industry.



Compensation
Philosophy and Objectives



The
core of the Company’s executive compensation philosophy is to pay for performance. To that end, incentive bonus targets
are set each year to reward excellent executive performance based upon the achievement of profit objectives by business units
and the Company’s overall profitability based on pretax income, thus stimulating all executives to assume broad responsibility
for the Company’s overall financial welfare and financial performance.



The
Compensation Committee’s guiding principles are as follows:



| | ● | Work
    with management to provide a compensation program that recognizes individual contributions as well as the Company’s
    overall business results;                                                                                                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Provide
    reasonable levels of total compensation which will enable the Company to attract and retain qualified and capable executive
    talent within its industry, while also considering the Company’s current goals of controlling costs and effecting consistent
    improvements in its overall financial condition;
| | ● | Motivate
    executive officers to deliver optimum individual and business unit performance;                                                                                                                                                                                                                                 
| | ● | Develop
    and retain a leadership team that is capable of successfully operating and growing an increasingly competitive and complex
    business in a rapidly changing industry; and                                                                                                                                      
| | ● | Ensure
    that executive compensation-related disclosures are made to the public on a timely basis.                                                                                                                                                                                                                         



Role
of the Compensation Committee



The
compensation of all NEOs and other executive officers is determined by the Compensation Committee. The Compensation Committee
met two times during fiscal year 2016. The primary responsibilities of the Compensation Committee include, without limitation,
the following:



| | ● | Determine
    the compensation of the members of the Executive Committee, after taking into account the Board’s assessment of the
    performance of the Executive Committee, as well as any other executive officers of the Company.               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Determine
    the compensation of the Chairman of the Board and the other directors of the Company.                                                                                                                                                 
| | ● | Assess
    the performance of the executive officers of the Company other than the members of the Executive Committee (whose performance
    is assessed by the Board).                                                                             
| | ● | Review
    and make recommendations to the Board regarding the Company’s compensation policies and philosophy.                                                                                                                                      
| | ● | Review
    and make recommendations to the Board with respect to the employment agreements, severance agreements, change of control agreements
    and other similar agreements between the Company and its executive officers.                     
| | ● | Administer
    the Company’s equity incentive plans, including the review and grant of stock option and other equity incentive grants.                                                                                                              
| | ● | Review
    and discuss the Compensation Discussion and Analysis (“CD&A”) section of the Company’s annual proxy
    statement with management, and recommend to the Board that the CD&A be included in the Company’s proxy statement
    as required.
| | ● | Produce
    an annual report on executive compensation for inclusion in the Company’s proxy statement.                                                                                                                                              
| | ● | As
    requested by Company management, review, consult and make recommendations and/or determinations regarding employee compensation
    and benefit plans and programs generally, including employee bonus and retirement plans and programs.    
| | ● | Assist
    the Board and management in developing and evaluating potential candidates for executive officer positions.                                                                                                                              
| | ● | Advise
    the Board in its succession-planning initiatives for the Company’s executive officers and other senior officers.                                                                                                                         



6







Role
of Management in the Compensation Determination Process



The
Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive Committee, support
the Compensation Committee in the executive compensation decision-making process. At the request of the Compensation Committee,
one or more members of the Executive Committee may present a performance assessment and recommendations to the Compensation Committee
regarding base salaries, bonus payments, incentive plan structure and other compensation-related matters for the Company’s
executive officers (other than with respect to their own compensation).



Role
of Compensation Consultant



The
Compensation Committee has decided not to utilize the services of a paid compensation consultant after concluding that such a
consultant would provide insufficient value compared to the cost.



Total
Compensation for Executive Officers



The
compensation packages offered to the Company’s executive officers are comprised of one or more of the following elements:



| | ● | Base
    salary;                                    
| | - | ----------------------------------------------------
| | ● | Discretionary
    cash bonuses;                     
| | ● | Post-retirement
    healthcare and pension benefits.



The
Company does not have any formal policies which dictate the amount to be paid with respect to each element, nor does it have any
policies which dictate the relative proportion of the various elements. The Company also does not have any formal policies for
allocating between cash and non-cash compensation and short-term and long-term compensation. Instead, the Company relies on the
judgment of the Compensation Committee and input and feedback from the management team, including in particular members of the
Executive Committee. The Compensation Committee has no plans to adopt any such formulas, ratios or other such targets that might
artificially dilute the Company’s effectiveness in achieving its overall profit objectives. In fact, all of the Company’s
compensation policy decisions are made in the context of its current financial position and are subordinated to the Company’s
current goal of achieving overall profitability on an annual basis. Each of the compensation components is described in more detail
below.



Base
Salary



The
Company provides executive officers and other employees with base salary to compensate them for services rendered during the fiscal
year. The purpose of base salary is to reward effective fulfillment of an executive’s assigned job responsibilities, and
to reflect the position’s relative value to the Company and competitiveness of the executive job market. Base salaries for
executive officers are determined based on the nature and responsibility of the position, salary norms for comparable positions
at similar companies, the expertise and effectiveness of the individual executive, and the competitiveness of the market for the
executive officer’s services.



The
Company has successfully held most base salaries at the low end of the competitive range in order to reduce its overall cost structure
and to achieve systematic improvement in the financial performance of the business without incurring a large turnover in executive
talent and leadership.



Any
“merit increases” for the Company’s executive officers are subject to the same budgetary constraints that apply
to all other employees. Executive officer salaries are evaluated as part of the Company’s annual review process and may
be adjusted where justified in the context of the Company’s current focus on profitability and controlling expenses.



For
fiscal year 2016, the Compensation Committee set a base salary of $4,988.00 per week for each Executive Committee member, reduced
on a pro-rata basis for any member working less than a full time schedule. This change represented a 3% increase in the base salary
compared to fiscal year 2015, which was derived from management’s assessment of the increase in the cost of living.



7







Discretionary
Cash Bonuses



The
Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s
financial performance. The Compensation Committee believes that the payment of cash bonuses based on the Company’s financial
success allows the Company to offer a competitive total compensation package despite relatively lower base salaries, while aligning
a significant portion of executive compensation with the achievement of positive Company financial results. However, while the
payment of these cash bonuses to the NEOs is generally correlated with the achievement of positive Company financial results,
there are no specific performance targets communicated to the NEOs in advance, and the bonuses are ultimately paid at the discretion
of the Compensation Committee after receiving input from the Chairman of the Board. For the fiscal year ended October 28, 2016,
discretionary bonuses were awarded to the members of the Company’s Executive Committee as disclosed in detail in the Summary
Compensation Table.



Long-Term
Equity-Based Incentive Compensation



The
Compensation Committee has concluded that long-term stock-related compensation has very limited value as an employee incentive
or retention tool because the Company’s equity-based incentive awards have historically provided little or no value to the
recipient. In addition, beginning in 2005, U.S. accounting rules required the Company to expense any stock option awards according
to a formula which could impose a costly charge on the Company’s income statements, thereby burdening or erasing its profit
margins. Because of these factors, the Company has not granted stock options or restricted stock awards for many years. Instead,
the Compensation Committee aims to align the interests of the NEOs with those of the Company’s shareholders by creating
a link between the payment of executive compensation and the achievement of Company financial goals as described above. The Company’s
1999 Stock Incentive Plan expired by its own terms on April 29, 2009 and no additional stock options or restricted stock may be
granted thereunder.



Pension
and Retirement Benefits



Retirement
Plan for Administrative and Sales Employees of Bridgford Foods Corporation. The Company has a defined benefit plan (the “Primary
Benefit Plan”) for certain of its employees not covered by collective bargaining agreements. The Primary Benefit Plan, administered
by a major life insurance company, presently provides that participants receive an annual benefit on retirement equal to 1.5%
of their total compensation from the Company during their period of participation from 1958. Benefits are not reduced by Social
Security payments or by payments from other sources and are payable in the form of a monthly lifetime annuity commencing at age
65 or the participant’s date of retirement, whichever is later. Effective May 12, 2006, future benefit accruals under the
Primary Benefit Plan were frozen.



Supplemental
Executive Retirement Plan. Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan
have been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform
Act of 1986 (“TRA”). To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted
a non-qualified “makeup” benefit plan (the “Supplemental Executive Retirement Plan”). Benefits will be
provided under the Supplemental Executive Retirement Plan in an amount equal to 60% of their final average earnings minus any
pension benefits and primary insurance amounts available to them under Social Security. However, in all cases the benefits are
capped at $120,000 per year for Allan L. Bridgford and Hugh Wm. Bridgford. Benefits provided under this plan for William L. Bridgford
and Raymond F. Lancy are calculated at 50% of final average earnings, capped at $200,000 per year, without offsets for other pension
or Social Security benefits.



Bridgford
Foods Retirement Savings 401(k) Plan. The Company implemented a 401(k) plan effective May 13, 2006. The Company makes a matching
contribution to each employee’s account based on pretax contributions in an amount equal to 100% of the first 3% of compensation
and 50% of the next 2% of compensation contributed to the Plan. Certain limitations on optional pre-tax contributions to the plan
are imposed pursuant to the Internal Revenue Code of 1986, as amended. No amounts are contributed by the Company unless the employee
elects to make a pretax contribution to the Plan.



Non-Qualified
Deferred Compensation



Effective
January 1, 1991 the Company adopted a deferred compensation savings plan for certain key employees. Under this arrangement, selected
employees contributed a portion of their annual compensation to the plan. The Company contributed an amount to each participant’s
account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%. The purpose of the plan was
to provide tax planning and supplemental funds upon retirement or death for certain selected employees and to aid in retaining
and attracting employees of exceptional ability. Separate accounts are maintained for each participant to properly reflect his
or her total vested account balance. No contributions or salary deferrals have been made in the past ten years.



8







Perquisites
and Other Benefits



The
Company provides its executive officers with various health and welfare programs and other employee benefits which are generally
available on the same cost-sharing basis to all of its employees. However, in keeping with the Company’s policy of controlling
costs in connection with its profitability objectives, it does not provide any significant perquisites or other special benefits
to its executive officers including, but not limited to, payment of club memberships, fees associated with financial planning,
executive dining rooms or special transportation rights. The Company does not own an airplane and does not provide aircraft for
executives for business or personal purposes.



The
Company provides post-retirement healthcare for certain executives and their spouses (who are within fifteen years of age of the
employee) who have reached normal retirement age. This coverage is secondary to Medicare. Coverage for spouses continues upon
the death of the employee. The maximum benefit under the plan is $100,000 per year per retiree. The plan is subject to annual
renewal by the Board of Directors and may be discontinued at the Board’s discretion. The plan was renewed for one year at
the Board of Directors meeting held in December 2016. The combined gain on this plan during fiscal year 2016 was $197,000 for
all active and retired participants.



The
Company pays life and disability insurance premiums on policies for the Company’s President under which he is the named
owner and beneficiary.



Tax
and Accounting Implications



The
Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m) of the
Internal Revenue Code, which provides that it may not deduct non-performance-based compensation of more than $1,000,000 that is
paid to its executive officers. The Company believes that the compensation paid under the current management incentive programs
is fully deductible for federal income tax purposes. In certain situations, the Compensation Committee may approve compensation
that will not meet the requirements for deductibility in order to ensure competitive levels of compensation for its executives
and to meet its obligations under the terms of various incentive programs. However, the issue of deductibility has not come before
the Compensation Committee in recent years and is not expected to be a concern for the foreseeable future.



Shareholder
Advisory Vote on Executive Compensation and Frequency of Advisory Vote



Pursuant
to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company held
its first advisory (non-binding) shareholder vote on the compensation of the Company’s NEOs (commonly known as a “say-on-pay”
proposal), and its first shareholder vote on the frequency of such say-on-pay proposal, at its 2011 Annual Meeting of Shareholders.
At such meeting, the shareholders of the Company approved the overall compensation of the Company’s NEOs and elected to
hold a say-on-pay vote every three years. The second “say-on-pay” proposal was approved at the 2014 Annual Meeting
of Shareholders. The Company’s next say-on-pay proposal and frequency of such say-on-pay will be included in our 2017 Annual
Meeting Proxy Statement.



Board
Leadership Structure and the Role of the Board in Risk Management Oversight



Board
Leadership Structure.



The
Board is comprised of a total of eight directors. One of those directors, William L. Bridgford, serves as the Chairman of the
Board. In this capacity, he is principally charged with fulfilling the following duties:



| | ● | Presiding
    as the Chairman of the meetings of the Board of Directors;                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Serving
    as a conduit of information between the independent directors and members of management;                                                           
| | ● | Approving
    Board of Directors meeting agendas and schedules;                                                                                                
| | ● | Calling
    executive session meetings of the independent directors, as needed;                                                                                
| | ● | Reviewing
    information sent to the Board of Directors;                                                                                                      
| | ● | Working
    with the Chief Financial Officer and Corporate Secretary to ensure the Board has adequate resources to support its decision-making
    obligations;
| | ● | Meeting
    with shareholders as appropriate; and                                                                                                              
| | ● | Such
    other responsibilities and duties as the Board of Directors shall designate.                                                                          



9







The
Company has not appointed a Chief Executive Officer. Instead, the Company has historically utilized a five-member Executive Committee
to serve in the capacity of Chief Executive Officer. The Board believes that the Executive Committee structure is appropriate
for the Company because it requires a full committee of officers, each of whom bring their own experiences and perspectives to
bear on their decision making, to discuss and vote on important decisions affecting the Company. The Company has utilized an Executive
Committee in lieu of appointing a Chief Executive Officer for more than twenty years. See “Executive Officers” for
further discussion about the role and membership of the Executive Committee.



The
Chairman of the Board serves on the Executive Committee. Thus, the roles of Chairman of the Board and Chief Executive Officer
are intertwined to some extent. However, the Chairman of the Board, the President, and the Chief Financial Officer represent only
three of the five members of the Executive Committee and no other directors currently serve on the Executive Committee. Accordingly,
five of eight members of the Board are not members of the Executive Committee. The Board believes that this structure properly
maintains the independence of the Board as a whole, and of the Chairman of the Board, from the Executive Committee.



The
Board’s Role in Risk Oversight.



The
responsibility for the day-to-day management of risk lies with the Executive Committee. Risk management is not viewed by the Executive
Committee as a separate function, but rather is viewed as part of the day-to-day process of running the Company. It is the Board’s
responsibility to oversee the Executive Committee with respect to its risk management function and to ensure that the Company’s
risk management system is well-functioning and consistent with the Company’s overall corporate strategy and financial goals.
In fulfilling that oversight role, the Board focuses on the adequacy of the Company’s overall risk management system. The
Board believes that an effective risk management system will adequately identify the material risks to the Company’s business,
monitor the effectiveness of the risk mitigating policies and procedures, and provide the Executive Committee with input with
respect to the risk management process.



Summary
Compensation Table



The
table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s
NEOs during fiscal years 2015 and 2016, respectively. Each of the NEOs named below are also members of the Executive Committee,
which acts in the capacity of Chief Executive Officer of the Company. See “Compensation
Discussion and Analysis” for further discussion of compensation arrangements pursuant to which the amounts listed
in the table below were paid or awarded and the criteria for such payment or award.



10









|Name
    and Principal Position      |  | Year |      |  | Base 
    Salary($)(6) |  |         | Bonus($) |  |  | Stock
    Awards($)(1) |  |  | OptionAwards($)(2) |   |  | Non-EquityIncentive Plan  Compensation($)(3) |  |   | Change
    in Pension  Value and Non-  Qualified Deferred CompensationEarnings($)(4) |  |  | AllOtherCompensation($)(5) |  |  | Total($) |        
|------------------------------------ |  | ---- | ---- |  | ---------------------- |  | ------- | -------- |  |  | ---------------------- |  |  | ------------------ | - |  | -------------------------------------------- |  | - | ------------------------------------------------------------------------------------ |  |  | -------------------------- |  |  | -------- | -------
|Allan L.                             |  |      | 2016 |  |                        |  | 117,717 |          |  |  | 191,896                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | -      
|Bridgford Vice President             |  |      | 2015 |  |                        |  | 125,908 |          |  |  | 144,071                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | -      
|                                     |  |      |      |  |                        |  |         |          |  |  |                        |  |  |                    |   |  |                                              |  |   |                                                                                      |  |  |                            |  |  |          |        
|Hugh Wm.                             |  |      | 2016 |  |                        |  | 111,730 |          |  |  | 230,275                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | -      
|Bridgford  Vice President            |  |      | 2015 |  |                        |  | 151,090 |          |  |  | 172,885                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | -      
|                                     |  |      |      |  |                        |  |         |          |  |  |                        |  |  |                    |   |  |                                              |  |   |                                                                                      |  |  |                            |  |  |          |        
|William L.                           |  |      | 2016 |  |                        |  | 259,376 |          |  |  | 383,791                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 318,203
|Bridgford  Chairman of the
    Board |  |      | 2015 |  |                        |  | 251,816 |          |  |  | 288,142                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 165,930
|                                     |  |      |      |  |                        |  |         |          |  |  |                        |  |  |                    |   |  |                                              |  |   |                                                                                      |  |  |                            |  |  |          |        
|John V.                              |  |      | 2016 |  |                        |  | 259,376 |          |  |  | 383,791                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 90,719 
|Simmons  President                   |  |      | 2015 |  |                        |  | 251,816 |          |  |  | 288,142                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 58,878 
|                                     |  |      |      |  |                        |  |         |          |  |  |                        |  |  |                    |   |  |                                              |  |   |                                                                                      |  |  |                            |  |  |          |        
|Raymond F.                           |  |      | 2016 |  |                        |  | 259,376 |          |  |  | 383,791                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 358,120
|Lancy  Chief Financial Officer       |  |      | 2015 |  |                        |  | 251,816 |          |  |  | 288,142                |  |  |                    | - |  |                                              |  | - |                                                                                      |  |  | -                          |  |  |          | 72,813 








|(1) | The
    Company did not grant any stock awards to any of the NEOs during fiscal years 2015 or 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The
    Company did not grant any option awards to any of the NEOs during fiscal years 2015 or 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | The
    Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal year 2016. While
    it is the Company’s policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated
    with the Company’s financial performance, the payment of the bonuses are ultimately subject to the discretion of the
    Compensation Committee. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers
    – Discretionary Cash Bonuses.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | This
    column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all
    defined benefit and supplemental pension plans. In accordance with SEC rules, to the extent the aggregate change in present
    value of all defined benefit and supplemental pension plans for a particular fiscal year would have been a negative amount,
    the amount has instead been reported as $0 and the aggregate compensation for the NEO in the “Total” column has
    not been adjusted to reflect the negative amount. In addition, to the extent that the change in present value of any particular
    defined benefit or supplemental pension plan for a particular year was a negative amount, the negative amount has not been
    used to offset the positive change in present value associated with the other applicable defined benefit or supplemental pension
    plans. The aggregate negative change in the present value of the non-qualified deferred compensation plan and pension and
    retirement benefits for certain NEOs in certain fiscal years was as follows: (i) fiscal year 2016 Allan L. Bridgford, ($80,791)
    and Hugh Wm. Bridgford ($66,743) and (ii) fiscal year 2015 Allan L. Bridgford, ($67,676) and Hugh Wm. Bridgford ($83,473).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Consists
    of matching contributions to the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the
    NEOs, except Allan L. Bridgford, and an $8,000 payment to offset the negative impacts arising from the cancellation of supplemental
    executive health benefits. In addition, the amount for Mr. Simmons includes premiums in the amount of $24,376 for life and
    disability insurance policies issued for the benefit of Mr. Simmons and his designees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | Years
    2015 and 2016 were 52 weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



Narrative
to Summary Compensation Table



See
“Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which amounts
listed under the Summary Compensation Table were paid or awarded and the criteria for such payment or award.



11







Grants of Plan-Based Awards



There were no stock options, restricted stock,
restricted stock units or equity or non-equity-based performance awards granted to the Company’s NEOs during fiscal years
2016 or 2015.



Outstanding Equity Awards at Fiscal Year-End



There were no outstanding options or stock
awards held by any NEOs as of October 28, 2016.



Option Exercises and Stock Vested



There were no shares acquired upon the exercise
of stock options or vesting of stock awards by any NEOs during fiscal years 2016 or 2015.



Pension Benefits



The tables below provide information concerning
retirement plan benefits for each NEOs and payments due upon certain termination scenarios.



Retirement Plan for Administrative and Sales
Employees of Bridgford Foods Corporation



Normal Retirement: Benefits commence
upon reaching the “Normal Retirement Date”, which is the first day of the month on or after attainment of age 65. Pension
benefit payments begin on the normal retirement date and continue until death.



Early Retirement: A participant may
choose to retire up to ten years before the normal retirement date. If a participant retires early, the accrued pension will be
reduced by a percentage to reflect the longer period over which pension benefits will be received. If a participant is married
for at least one year and dies before retirement, a pension benefit will be payable to the surviving spouse for his or her life,
provided certain eligibility requirements have been met.



Death Benefits: Payments to a surviving
spouse will begin on the first day of the month following a participant’s death but not sooner than the earliest date a participant
could have elected to retire.



Disability Benefits: A disability benefit
is the accrued pension credited to a participant as of the date of disability.



The years of credited service, present value
of accumulated plan benefits and payments made during the fiscal year were as follows:



For the Fiscal Year ended October 28, 2016:



|Name                 |  | Number of Years Credited Service |  | Present Value of Accumulated Benefit (1) |         |  | Payments During Fiscal Year |  
|-------------------- |  | -------------------------------- |  | ---------------------------------------- | ------- |  | --------------------------- | -
|Allan L. Bridgford   |  | 49                               |  | $                                        | 989,659 |  |                             | $
|Hugh Wm. Bridgford   |  | 48                               |  | $                                        | 902,936 |  |                             | $
|William L. Bridgford |  | 43                               |  | $                                        | 795,697 |  |                             | $
|John V. Simmons      |  | 37                               |  | $                                        | 644,750 |  |                             | $
|Raymond F. Lancy     |  | 24                               |  | $                                        | 575,490 |  |                             | $








|(1) | The assumed discount rate used was 3.40% to compute the present value of the accumulated benefit. The SOA RP-2014 Mortality (Total Dataset) with MP-2015 scaling was used and an expected return on assets of 7.00% was assumed.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the Fiscal Year ended October 30, 2015:



|Name                 |  | Number of Years Credited Service |  | Present Value of Accumulated Benefit (1) |         |  | Payments During Fiscal Year |  
|-------------------- |  | -------------------------------- |  | ---------------------------------------- | ------- |  | --------------------------- | -
|Allan L. Bridgford   |  | 57                               |  | $                                        | 987,462 |  |                             | $
|Hugh Wm. Bridgford   |  | 59                               |  | $                                        | 880,398 |  |                             | $
|William L. Bridgford |  | 42                               |  | $                                        | 688,442 |  |                             | $
|John V. Simmons      |  | 36                               |  | $                                        | 554,031 |  |                             | $
|Raymond F. Lancy     |  | 23                               |  | $                                        | 501,023 |  |                             | $








|(1) | The assumed discount rate used was 4.15% to compute the present value of the accumulated benefit. The IRS 2014 Combined Static Mortality table was used and an expected return on assets of 8.00% was assumed.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







Supplemental Executive Retirement Plan (SERP)



Payment of Retirement Benefit: All retirement,
disability and death benefits shall be paid in monthly installments beginning on the commencement date following the participant’s
retirement, disability or death and shall continue for a period of fifteen years.



Normal Retirement: Benefits commence
upon reaching the “Normal Retirement Date”, which means the date on which the participant has both attained age 65
and completed at least ten years of participation. SERP benefit payments begin at the normal retirement date.



Early Retirement: A participant may
choose to retire up to ten years before the normal retirement date if the participant has completed at least five years of participation.
If a participant retires early, the SERP benefit will be determined based on the vested percentage attained as the time of retirement.



Death Benefits: If a participant dies
prior to having commenced receipt of benefits and is eligible for benefits hereunder, the participant’s beneficiary shall
be entitled to receive an annual death benefit equal to the Normal Retirement Benefit determined as if the participant attained
Normal Retirement Age on the date of his death, or, if after the Participant’s Normal Retirement Date, equal to the Late
Retirement Benefit. If a participant dies after having commenced receipt of benefits, benefits shall continue to be paid but to
the Participant’s Beneficiary at the same time and in the same form as the benefits would have been payable to the participant.
No benefit will be payable to a participant’s beneficiary if the participant terminates employment with the Company before
he is eligible for a retirement benefit and thereafter dies.



Disability Benefits: A disability benefit
is the vested percentage of SERP benefit credited to a participant as of the date of disability.



The present value of accumulated plan benefits
and payments made during the fiscal year were as follows:



For the Fiscal Year ended October 28, 2016:



|Name                 |  | Present Value of Accumulated Benefit (1) |           |  | Payments During Last Fiscal Year |  
|-------------------- |  | ---------------------------------------- | --------- |  | -------------------------------- | -
|Allan L. Bridgford   |  | $                                        | —         |  |                                  | $
|Hugh Wm. Bridgford   |  | $                                        | —         |  |                                  | $
|William L. Bridgford |  | $                                        | 2,364,021 |  |                                  | $
|John V. Simmons      |  | $                                        | —         |  |                                  | $
|Raymond F. Lancy     |  | $                                        | 2,364,021 |  |                                  | $








|(1) | A 3.40% discount rate was used to compute the present values.
|--- | -------------------------------------------------------------



For the Fiscal Year ended October 30, 2015:



|Name                 |  | Present Value of Accumulated Benefit (1) |           |  | Payments During Last Fiscal Year |  
|-------------------- |  | ---------------------------------------- | --------- |  | -------------------------------- | -
|Allan L. Bridgford   |  | $                                        | 33,948    |  |                                  | $
|Hugh Wm. Bridgford   |  | $                                        | 40,241    |  |                                  | $
|William L. Bridgford |  | $                                        | 2,153,073 |  |                                  | $
|John V. Simmons      |  | $                                        | —         |  |                                  | $
|Raymond F. Lancy     |  | $                                        | 2,080,368 |  |                                  | $








|(1) | A 4.15% discount rate was used to compute the present values.
|--- | -------------------------------------------------------------



13







The following table estimates the present value
of SERP benefits under different employment termination scenarios as of October 28, 2016:



|Name                     |  | Present Value of Benefit Upon Voluntary Termination of Employment (1) |           |  | Present Value of Benefit if Disabled (1) |   |           | Present Value of Benefit Upon Death (1) |  |   | Present Value of Benefit Upon Involuntary Termination of Employment due to Sale/Merger/ Acquisition (1) | 
|------------------------ |  | --------------------------------------------------------------------- | --------- |  | ---------------------------------------- | - | --------- | --------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------- | 
|Allan L. Bridgford       |  | $                                                                     | —         |  |                                          | $ | —         |                                         |  | $ | —                                                                                                       | 
|Hugh Wm. Bridgford       |  | $                                                                     | —         |  |                                          | $ | —         |                                         |  | $ | —                                                                                                       | 
|William L. Bridgford (2) |  | $                                                                     | 2,364,021 |  |                                          | $ | 2,364,021 |                                         |  | $ | 2,364,021                                                                                               | 
|John V. Simmons          |  | $                                                                     | —         |  |                                          | $ | —         |                                         |  | $ | —                                                                                                       | 
|Raymond F. Lancy (2)     |  | $                                                                     | 2,364,021 |  |                                          | $ | 2,364,021 |                                         |  | $ | 2,364,021                                                                                               | 








|(1) | In each scenario above, the benefit amount shown is calculated at October 28, 2016. A 3.40% discount rate was used to compute the present values. In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would have attained the early retirement date had the participant remained employed by the Company. Upon a finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Death benefits for William L. Bridgford and Raymond F. Lancy are paid in the form of a monthly annuity. The actual payment amount for William L. Bridgford and Raymond F. Lancy would be determined using a discount rate similar to the rate required for qualified plans. The rate assumed for these estimates is 3.40%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



The following table estimates future SERP payments
under different termination scenarios as of October 28, 2016:



|Name                 |  | Payment Upon
        Voluntary Termination
        of Employment |  | Payment if
        Disabled (1)                                 |  | Death Benefit
        from Plan (2)                            |  | Involuntary
        Termination of
        Employment Due
        to Sale/Merger/
        Acquisition
|-------------------- |  | ---------------------------------------------------------------- |  | --------------------------------------------------------------- |  | -------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|Allan L. Bridgford   |  | —                                                                |  | —                                                               |  | —                                                              |  | —                                                                                                    
|Hugh Wm. Bridgford   |  | —                                                                |  | —                                                               |  | —                                                              |  | —                                                                                                    
|William L. Bridgford |  | $16,666.67 per month for 180 months beginning on 10/28/16        |  | $16,666.67 per month for 180 months commencing after disability |  | $16,666.67 per month for 180 months beginning just after death |  | Lump Sum payment due at termination of $2,364,021                                                    
|John V. Simmons      |  | —                                                                |  | —                                                               |  | —                                                              |  | —                                                                                                    
|Raymond F. Lancy     |  | $16,666.67 per month for 180 months beginning on 10/28/16        |  | $16,666.67 per month for 180 months commencing after disability |  | $16,666.67 per month for 180 months beginning just after death |  | Lump Sum payment due at termination of $2,364,021                                                    



14







|(1) | Disability amount is decreased by any Company paid disability insurance policies, Social Security disability benefits, or other Federal or State disability programs. In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would have attained the early retirement date had the participant remained employed by the Company. Upon a finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Assumes death on October 28, 2016. The discount rate used to calculate the lump sum amount is 3.40%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



See “Compensation Discussion and Analysis
– Total Compensation for Executive Officers — Pension and Retirement Benefits” for further discussion of the
pension benefits contained in the tables above.



Non-Qualified Deferred Compensation



The table below provides information concerning
deferred compensation plan benefits for each NEO during the fiscal year ended October 28, 2016.



|Name                 |  | Executive Contributions in Fiscal Year |   |  | Company Contributions in Fiscal Year |   |   | Aggregate Earnings in Fiscal Year |  |   | Aggregate Withdrawals/ Distributions |  |  | Aggregate Balance at Fiscal Year End |       
|-------------------- |  | -------------------------------------- | - |  | ------------------------------------ | - | - | --------------------------------- |  | - | ------------------------------------ |  |  | ------------------------------------ | ------
|Allan L. Bridgford   |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | 49,261
|Hugh Wm. Bridgford   |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | 49,261
|William L. Bridgford |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     
|John V. Simmons      |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     
|Raymond F. Lancy     |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     



The table below provides information concerning
deferred compensation plan benefits for each NEO during the fiscal year ended October 30, 2015.



|Name                 |  | Executive Contributions in Fiscal Year |   |  | Company Contributions in Fiscal Year |   |   | Aggregate Earnings in Fiscal Year |  |   | Aggregate Withdrawals/ Distributions |  |  | Aggregate Balance at Fiscal Year End |       
|-------------------- |  | -------------------------------------- | - |  | ------------------------------------ | - | - | --------------------------------- |  | - | ------------------------------------ |  |  | ------------------------------------ | ------
|Allan L. Bridgford   |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | 73,809
|Hugh Wm. Bridgford   |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | 73,809
|William L. Bridgford |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     
|John V. Simmons      |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     
|Raymond F. Lancy     |  | $                                      | — |  |                                      | $ | — |                                   |  | $ | —                                    |  |  | $                                    | —     



The following table estimates the present value
of non-qualified deferred compensation benefits under different employment termination scenarios as of October 28, 2016:



|Name                 |  | Present Value of Benefit at Termination of Employment |   |  | Present Value of Benefit if Disabled |   |   | Present Value of Benefit Upon Death |  |   | Present Value of Benefit Upon Involuntary Termination of Employment Due to Sale/Merger/ Acquisition | 
|-------------------- |  | ----------------------------------------------------- | - |  | ------------------------------------ | - | - | ----------------------------------- |  | - | --------------------------------------------------------------------------------------------------- | 
|Allan L. Bridgford   |  | $                                                     | — |  |                                      | $ | — |                                     |  | $ | —                                                                                                   | 
|Hugh Wm. Bridgford   |  | $                                                     | — |  |                                      | $ | — |                                     |  | $ | —                                                                                                   | 
|William L. Bridgford |  | $                                                     | — |  |                                      | $ | — |                                     |  | $ | —                                                                                                   | 
|John V. Simmons      |  | $                                                     | — |  |                                      | $ | — |                                     |  | $ | —                                                                                                   | 
|Raymond F. Lancy     |  | $                                                     | — |  |                                      | $ | — |                                     |  | $ | —                                                                                                   | 



15







Effective January 1, 2016, Allan L. Bridgford
and Hugh Wm. Bridgford each received a monthly deferred compensation payment of $6,073 for seven (7) months and $6,530 for one
(1) month, as compared to $6,147 prior to such date.



The deferred compensation amounts are calculated
using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus 2%. This rate is subject to fluctuation. Upon death,
the deferred compensation benefits are paid in a lump sum equal to the individual’s remaining account balance.



See “Compensation Discussion and Analysis
– Total Compensation for Executive Officers – Non-Qualified Deferred Compensation” for further discussion of
the non-qualified deferred compensation benefits contained in the tables above.



Director Compensation



The table below summarizes the total compensation
paid by the Company to directors who were not employees during fiscal year 2016. Directors who were employees did not receive any
additional compensation for their services as directors.



|Name                    |  | Fees Earned or Paid in Cash |        |  | Stock Awards |   |   | Option Awards |  |   | Non-Equity Incentive Plan Compensation |  |  | Non-Qualified Deferred Compensation Earnings |   |  | All Other Compensation(1) |   |   | Total | 
|----------------------- |  | --------------------------- | ------ |  | ------------ | - | - | ------------- |  | - | -------------------------------------- |  |  | -------------------------------------------- | - |  | ------------------------- | - | - | ----- | 
|Todd C. Andrews         |  | $                           | 19,600 |  |              | $ | — |               |  | $ | —                                      |  |  | $                                            | — |  |                           | $ | — |       | 
|Allan L. Bridgford, Jr. |  | $                           | 19,900 |  |              | $ | — |               |  | $ | —                                      |  |  | $                                            | — |  |                           | $ | — |       | 
|Keith A. Ross           |  | $                           | 11,250 |  |              | $ | — |               |  | $ | —                                      |  |  | $                                            | — |  |                           | $ | — |       | 
|D. Gregory Scott        |  | $                           | 18,250 |  |              | $ | — |               |  | $ | —                                      |  |  | $                                            | — |  |                           | $ | — |       | 



| | (1) | Consists of (i) $139,000 paid and (ii) $547,281 to be paid over 3 years in equal annual installments to Allan L. Bridgford, Jr. for consulting services rendered to the Company. See ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE for further details.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                            
| | (2) | Consists of $257,280 paid to Keith A. Ross for consulting services rendered to the Company. See ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE for further details.                                                                                     



The Company uses cash compensation to attract
and retain qualified candidates to serve on its Board of Directors. In setting director compensation, the Company considers the
demands that have been placed and will continue to be placed on the directors and the skill-level required by its directors. In
addition, as with the Company’s executive officers, compensation decisions for directors are made in the context of the Company’s
focus on controlling costs and increasing profitability.



The directors are not paid an annual retainer
for their service on the Board. Instead, each non-employee director was paid $1,900 for each of the first two Board meetings attended
during fiscal year 2016 and $2,000 for each subsequent Board meeting attended in fiscal year 2016. Members of the Audit Committee
were paid $350 to $550 for each Audit Committee meeting attended depending on the length of the meeting. The members of the Compensation
Committee were not paid any additional compensation for their service. In addition, the directors were not paid any additional
compensation for their service on the Nominating Committee.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain information
known to the Company with respect to the beneficial ownership of the Company’s common stock as of February 23, 2017 by each
shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s common stock, by each director
and nominee for director, by each executive officer named in the Summary Compensation Table and by all executive officers and directors
as a group. The information as to each person or entity has been furnished by such person or group.



16







Amount and Nature of
Shares Beneficially Owned



|Name and Address
        of Beneficial Owner(1)                                                 |  | Sole Voting and
        Investment Power |           |  | Shared Voting and
        Investment Power(2) |  |           | Total
        Beneficially
        Owned(3) |  |  | Percentage of
        Outstanding Shares
        Beneficially Owned(3) | 
|----------------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- |  | --------------------------------------------- |  | --------- | ------------------------------------------- |  |  | ---------------------------------------------------------------------- | 
|Bridgford Industries Incorporated
        1707 Good-Latimer Expressway
        Dallas, TX 75226 |  |                                          | 7,156,396 |  |                                               |  | —         |                                             |  |  | 7,156,396                                                              | 
|Hugh Wm. Bridgford                                                                              |  |                                          | 48,917    |  |                                               |  | 7,156,396 |                                             |  |  | 7,205,313                                                              | 
|Allan L. Bridgford                                                                              |  |                                          | 155,882   |  |                                               |  | 7,156,396 |                                             |  |  | 7,312,278                                                              | 
|Bruce H. Bridgford                                                                              |  |                                          | 3,448     |  |                                               |  | 7,156,396 |                                             |  |  | 7,159,844                                                              | 
|Baron R.H. Bridgford
        170 North Green St.
        Chicago, IL 60607                      |  |                                          | 1,654     |  |                                               |  | 7,156,396 |                                             |  |  | 7,158,050                                                              | 
|William L. Bridgford                                                                            |  |                                          | 6,175     |  |                                               |  | 7,156,396 |                                             |  |  | 7,162,571                                                              | 
|Allan L. Bridgford, Jr.                                                                         |  |                                          | 20,000    |  |                                               |  | 7,156,396 |                                             |  |  | 7,176,396                                                              | 
|Raymond F. Lancy                                                                                |  |                                          | —         |  |                                               |  | —         |                                             |  |  | —                                                                      | 
|John V. Simmons
        1707 Good-Latimer Expressway
        Dallas, TX 75226                   |  |                                          | 363       |  |                                               |  | —         |                                             |  |  | 363                                                                    | 
|Todd C. Andrews                                                                                 |  |                                          | 200       |  |                                               |  | —         |                                             |  |  | 200                                                                    | 
|D. Gregory Scott                                                                                |  |                                          | 8,550     |  |                                               |  | —         |                                             |  |  | 8,550                                                                  | 
|Keith A. Ross                                                                                   |  |                                          | —         |  |                                               |  | —         |                                             |  |  | —                                                                      | 
|All directors and executive officers as a group (10 persons)                                    |  |                                          | 7,401,585 |  |                                               |  | 7,156,396 |                                             |  |  | 7,401,585                                                              | 








|*   | Represents ownership of less than one percent (1%) of the outstanding shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(1) | Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive offices, which are located at 1308 North Patt Street, Anaheim, California 92801.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Represents shares beneficially owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Amendment No. 1 to Schedule 13D filed with the SEC on February 7, 2017. Other than ownership of these shares, BII does not presently have any significant business or assets. Allan L. Bridgford, Hugh Wm. Bridgford, William L. Bridgford, Bruce H. Bridgford, Baron R.H. Bridgford and Allan L. Bridgford, Jr. presently own 16.49%, 10.47%, 7.68%, 10.56%, 9.83% and 4.28%, respectively, of the outstanding voting capital stock of BII. The remaining shares of BII capital stock are owned of record, or beneficially, by 32 additional members of the Bridgford family. The officers of BII jointly vote all of the Company’s shares held by BII. With respect to Hugh Wm. Bridgford, such amount also includes 1,000 shares held by his wife.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | Applicable percentage of ownership as of February 23, 2017 is based upon 9,076,832 shares of common stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares shown as beneficially owned. Except as otherwise indicated, and subject to community property laws where applicable, to the knowledge of the Company the persons listed above have sole voting and investment power with respect to all shares shown as beneficially owned by them.                                                                                                                                                                                                                                                                                                                         



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Related Transactions



The Company’s general legal counsel is
the son of Allan L. Bridgford. For his legal counsel, he currently is paid a fee of $1,900 to $2,000 for each Board of Directors
meeting attended. Total fees paid under this arrangement were $19,800 in fiscal year 2016 and $20,200 in fiscal year 2015. In addition,
legal services are performed on behalf of the Company and billed by a firm in which he is a partner. Total fees billed under this
arrangement for each of fiscal years 2016 and 2015 were approximately $163,000 and $108,000, respectively.



Director Allan L. Bridgford, Jr., son of the
former senior chairman of the Board of Directors, is providing business consulting services to the Company. The arrangement currently
provides for business consulting services at $1,200 per day. Total fees billed under this arrangement were approximately $139,000
in fiscal year 2016 and $136,000 in fiscal year 2015. In addition, under a separate consulting arrangement for 2016, we accrued
approximately $547,000 of profit sharing based on fiscal year 2016 profitability to be paid out in equal installments over the
next three years.



17







Director Keith A. Ross provides real-estate
consulting services to the Company. The arrangement currently provides for consulting services at $250 per hour. Total fees paid
as a consultant were $257,000 during fiscal year 2016.



Other than the relationships noted above, the
Company is not aware of any related party transactions that would require disclosure as a related party transaction under SEC rules.



Review, Approval or Ratification of Transactions
With Related Persons



The Company’s executive officers, directors,
nominees for directors and principal shareholders, including their immediate family members and affiliates, are prohibited from
entering into related party transactions with the Company that would be reportable under Item 404 of Regulation S-K without the
prior approval of its Audit Committee (or other independent committee of the Board of Directors in cases where it is inappropriate
for the Audit Committee to review such transaction due to a conflict of interest). Any request for the Company to enter into a
transaction with an executive officer, director, or nominee for director, principal shareholder or any of such persons’ immediate
family members or affiliates that would be reportable under Item 404 of Regulation S-K must first be presented to the Audit Committee
for review, consideration and approval. In approving or rejecting the proposed agreement, the Audit Committee will consider the
relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to
the Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable,
the impact on director independence. The Audit Committee shall only approve those agreements that, in light of known circumstances,
are in or are not inconsistent with, the Company’s best interests, as determined in good faith by the Audit Committee (or
other independent committee, as applicable). The requirement for the Audit Committee to review related-party transactions (defined
as those transactions required to be disclosed under Item 404 of Regulation S-K) is set forth in the Amended and Restated Audit
Committee Charter, which was approved on November 8, 2010.



Director Independence



For information relating to each director’s
independence, see PART III, ITEM 10 of this Annual Report on Form 10-K.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



Fees charged by Squar Milner LLP for the audit
of the Company’s annual financial statements and the review of the financial statements included in the Company’s quarterly
reports on Form 10-Q for fiscal year 2016 were approximately $149,000. Fees charged by Squar Milner LLP for the audit of the Company’s
annual financial statements and the review of the financial statements included in the Company’s quarterly reports on Form
10-Q for fiscal year 2015 were approximately $143,000.



Audit-Related Fees



Audit-related fees typically consist of fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s
consolidated financial statements and are not reported under “Audit Fees.” These services may include consultations
related to the Sarbanes-Oxley Act and consultations concerning financial accounting and reporting standards. There were no audit-related
fees billed by Squar Milner LLP for fiscal year 2016 or fiscal year 2015.



Tax Fees



Tax fees are comprised of services that include
assistance related to state tax compliance services and consultations regarding federal and state research and development tax
credits. There were no tax fees billed by Squar Milner LLP for fiscal year 2016 or fiscal year 2015.



18







All Other Fees



All other fees are comprised of fees for initial
planning for certification of internal controls over financial reporting. No such fees were billed by Squar Milner LLP for fiscal
year 2016 or fiscal year 2015.



POLICY ON AUDIT COMMITTEE
PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT ACCOUNTANTS



The Audit Committee’s policy is to pre-approve
all audit and permissible non-audit services performed by the independent registered public accountants. These services may include
audit services, audit-related services, tax services and other services. During fiscal years 2016 and 2015, the Audit Committee
approved all such services rendered by its independent registered public accountants. For audit services, the independent registered
public accountants provide the Audit Committee with an audit plan including proposed fees in advance of the annual audit. The Audit
Committee approves the plan and fees for the audit.



For non-audit services, the Company’s
senior management will submit from time to time to the Audit Committee for approval non-audit services that it recommends the Audit
Committee engage the independent registered public accountants to provide during the fiscal year. The Company’s senior management
and the independent registered public accountants will each confirm to the Audit Committee that each non-audit service is permissible
under all applicable legal requirements. A budget, estimating non-audit service spending for the fiscal year, will be provided
to the Audit Committee along with the request. The Audit Committee must approve both permissible non-audit services and the budget
for such services.



PART
IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



(a)(3) Exhibits



The following are exhibits filed with this
report.



EXHIBIT INDEX



|Exhibit |  |                                                                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                          
|31.3+   |  | Certification Pursuant to Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by William L. Bridgford.
|        |  |                                                                                                                                                 
|31.4+   |  | Certification Pursuant to Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Raymond F. Lancy.    
|        |  |                                                                                                                                                 
|        |  | +
    Filed Herewith.                                                                                                                           



19







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.



| | BRIDGFORD FOODS CORPORATION
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            



Date: February 27, 2017



20







EXHIBIT
INDEX



|Exhibit |  |                                                                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                          
|31.3+   |  | Certification Pursuant to Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by William L. Bridgford.
|        |  |                                                                                                                                                 
|31.4+   |  | Certification Pursuant to Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Raymond F. Lancy.    
|        |  |                                                                                                                                                 
|        |  | + Filed Herewith.                                                                                                                               



21