UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.   )

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John B. Sanfilippo & Son, Inc.

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JOHN B. SANFILIPPO & SON, INC.

1703 North Randall Road
Elgin, Illinois 60123

to be held
on November 3, 2010

TO THE STOCKHOLDERS:

The annual meeting of stockholders of John B. Sanfilippo & Son, Inc. will be held on Wednesday, November 3, 2010, at 10:00 a.m., local time, at 1707 N. Randall Road, Elgin, Illinois 60123, for the following purposes:

1. To elect directors;

2. To ratify the action of the Audit Committee in appointing PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending June 30, 2011; and

3. To transact such other business as may properly be brought before the annual meeting or any adjournment or postponement thereof.

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

The Board of Directors has fixed the close of business on September 7, 2010, as the record date for determination of stockholders entitled to notice of and to vote at the annual meeting. A list of these stockholders will be available for inspection for 10 days preceding the meeting (at 1707 N. Randall Road, Elgin, Illinois 60123) and will also be available for inspection at the meeting.

A Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will be mailed to stockholders who were not sent the printed proxy materials. The Internet Notice provides details regarding the availability of our full proxy materials, including our proxy statement and our annual report, at the Internet website address http://www.proxydocs.com/JBSS. All stockholders were mailed either the Internet Notice, or the printed proxy materials which include a proxy card. If a stockholder wishes to vote electronically or by telephone, the stockholder should follow the instructions on how to vote electronically or by telephone that are included on the stockholder’s proxy card or Internet Notice. The internet availability of our proxy materials gives our stockholder’s fast and convenient access to our proxy materials, reduces the impact on the environment, and reduces printing and mailing costs.

Whether or not a stockholder plans to attend the annual meeting and vote in person, we request that the stockholder read our proxy materials and submit the stockholder’s proxy vote. A stockholder submitting a proxy vote will not affect the stockholder’s right to attend the meeting and vote in person.

By Order of the Board of Directors

MICHAEL J. VALENTINE

Secretary

Elgin, Illinois

September 17, 2010

John B. Sanfilippo & Son, Inc.

MEETING AND VOTING INFORMATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
November 3, 2010

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John B. Sanfilippo & Son, Inc., a Delaware corporation, of proxies for use at the annual meeting of our stockholders to be held on Wednesday, November 3, 2010, at 10:00 a.m., local time, at 1707 N. Randall Road, Elgin, Illinois 60123-7820, and at any postponement or adjournment thereof (the “Annual Meeting”). All shares of our Common Stock, $.01 par value (the “Common Stock”), and our Class A Common Stock, $.01 par value (the “Class A Stock”), entitled to vote at the Annual Meeting which are represented by properly submitted proxies will, unless such proxies have been revoked, be voted in accordance with the instructions given in such proxies.

Any stockholder who has given a proxy may revoke it by: (a) delivering a written notice of revocation to our Secretary prior to the exercise of the proxy at the Annual Meeting; (b) duly submitting a subsequent properly executed proxy (by Internet, telephone or mail) so that it is received by 5:00 p.m. Eastern Time on November 2, 2010; or (c) attending the Annual Meeting and voting in person. Any written notice of revocation should be received by us at 1703 N. Randall Road, Elgin, Illinois 60123-7820, Attention: Secretary, or hand delivered to the Secretary, before the closing of the polls at the Annual Meeting.

Unless the context otherwise requires, references herein to “we”, “us”, “the company” or “our company” refer to John B. Sanfilippo & Son, Inc. The mailing address of our principal executive offices is 1703 N. Randall Road, Elgin, Illinois 60123-7820.

A Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will be mailed to stockholders who were not sent the printed proxy materials. The Internet Notice provides details regarding the availability of our full proxy materials, including our proxy statement and our annual report, at the Internet website address http://www.proxydocs.com/JBSS. All stockholders were mailed either the Internet Notice, or the printed proxy materials which include a proxy card. If a stockholder wishes to vote electronically or by telephone, the stockholder should follow the instructions on how to vote electronically or by telephone that are included on the stockholder’s proxy card or Internet Notice.

This Proxy Statement was filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2010, and we expect to first send the Internet Notice to stockholders on September 17, 2010.

Record Date and Shares Outstanding

We had outstanding on September 7, 2010, the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting, 8,048,949 shares of Common Stock (excluding 117,900 treasury shares) and 2,597,426 shares of Class A Stock. The Common Stock is traded on the NASDAQ Global Market. There is no established public trading market for the Class A Stock.

Voting and Quorum

Pursuant to our Restated Certificate of Incorporation (as amended, the “Restated Certificate”), so long as the total number of shares of Class A Stock outstanding is greater than or equal to 12¹/2% of the total number of shares of Class A Stock and Common Stock outstanding, the holders of Common Stock voting as a class are entitled to elect such number (rounded to the next highest number in the case of a fraction) of directors as equals 25% of the total number of directors constituting the full Board of Directors, and the holders of Class A Stock voting as a class are entitled to elect the remaining directors. With respect to all matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock and the holders of Class A Stock will vote together as a single class, and the holders of Common Stock will be

entitled to one vote per share of Common Stock and the holders of Class A Stock will be entitled to 10 votes per share of Class A Stock.

Our Restated Certificate does not entitle holders of Common Stock to cumulative voting. However, solely with respect to the election of directors, the Restated Certificate entitles each holder of Class A Stock, in person or by proxy, to either (a) vote the number of shares of Class A Stock owned by such holder for as many persons as there are directors to be elected by holders of Class A Stock (“Class A Directors”), or (b) cumulate said votes (by multiplying the number of shares of Class A Stock owned by such holder by the number of candidates for election as a Class A Director) and either (i) give one candidate all of the cumulated votes, or (ii) distribute the cumulated votes among such candidates as the holder sees fit.

The holders of Common Stock representing a majority of the votes entitled to be cast by stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for such meeting in order to transact any business. Where a separate vote by a class is required, a majority of the outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

Two proposals are scheduled for stockholder consideration at the Annual Meeting, each of which is described more fully herein: (a) the election of eight directors; and (b) the ratification of the action of the Audit Committee in appointing PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2011. The vote required and method of counting votes for each of these proposals is as follows:

Proposal 1: Election of Directors

At the meeting, the holders of Common Stock voting as a class will be entitled to elect two of the eight directors, and the holders of Class A Stock voting as a class will be entitled to elect the remaining six directors. Directors elected by holders of both Common Stock and Class A Stock are elected by a plurality of the votes cast for each such class. If a properly submitted, unrevoked proxy does not specifically direct the voting of the shares covered by such proxy, the proxy will be voted FOR the election of all director nominees to be elected by holders of the class of shares covered by such proxy as listed herein.

If any nominee is unable to act as director because of an unexpected occurrence, the proxy holders may vote the proxies for another person or the Board of Directors may reduce the number of directors to be elected.

Proposal 2: Ratification of the Independent Registered Public Accounting Firm

To be approved, the ratification of PricewaterhouseCoopers LLP requires the affirmative vote of the holders of shares representing a majority of the votes present or represented by proxy and entitled to vote by the holders of Common Stock and Class A Stock, voting together as one class. If a properly submitted, unrevoked proxy does not specifically direct the voting of the shares covered by such proxy, the proxy will be voted FOR Proposal 2.

Abstentions and Broker Non-Votes

Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors (Proposal 1). For the proposal ratifying the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for fiscal 2011 (Proposal 2), abstentions are treated as shares present or represented and voting; therefore, abstaining has the same effect as a negative vote. For purposes of determining whether a quorum exists, abstentions will be counted as present.

Brokers and banks have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine”, such as the vote to ratify the selection of the Independent Registered Public Accounting Firm (Proposal 2). On “non-routine” matters, such as the election of directors (Proposal 1), these brokers and banks do not have discretion to vote uninstructed shares and thus are not entitled to vote on such proposals, resulting in a “broker non-vote” for those shares. Therefore, broker non-votes will not be counted for determining whether stockholders have approved that proposal; however, they will be counted as present for purposes of determining whether a quorum exists. We encourage all stockholders that hold shares through a broker or bank to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting.

Other Proposals

If other matters are properly presented for a vote at the Annual Meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. We have not received notice of other matters that may be properly presented for a vote at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN

The following table sets forth information as of September 7, 2010, except where otherwise indicated in the footnotes, with respect to the beneficial ownership of Common Stock and Class A Stock by (a) each individual, group, or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock or Class A Stock, (b) each of our directors and nominees for election as a director, (c) each of our named executive officers, and (d) all of our directors and executive officers as a group. The information set forth in the table as to directors and executive officers is based upon information furnished to us by them in connection with the preparation of this Proxy Statement. Except where otherwise indicated in the footnotes to this table, the mailing address of each of the stockholders named in the table is: c/o John B. Sanfilippo & Son, Inc., 1703 N. Randall Road, Elgin, Illinois 60123-7820.

																		% of
						% of												Outstanding
		No. of				Outstanding				No. of				% of				Votes on
		Shares of				Shares of				Shares of				Outstanding				Matters Other
		Common				Common				Class A				Shares of Class				than Election of
Name		Stock(1)				Stock				Stock(1)(2)				A Stock				Directors
Jasper B. Sanfilippo(3)(4)(7)+			45,312				*				163,045				6.3				4.9
Marian R. Sanfilippo(5)(6)(7)			26,984				*				220,220				8.5				6.6
Jeffrey T. Sanfilippo(7)(8)+-			34,082				*				44,044				1.7				1.4
Jasper B. Sanfilippo, Jr.(7)(8)+-			5,250				*				1,429,275				55.0				42.0
Lisa A. Evon(7)(8)			1,250				*				44,044				1.7				1.3
John E. Sanfilippo(7)(8)			28,152				*				44,044				1.7				1.4
James J. Sanfilippo(7)(8)			—				—				1,429,275				55.0				42.0
Total Controlling Group(7)			103,366				1.3				1,768,496				68.1				52.3
Michael J. Valentine(9)+-			5,250				*				568,342				21.9				16.7
Mathias A. Valentine(10)+			4,000				*				260,588				10.0				7.7
Total Valentine Group(11)			9,250				*				828,930				31.9				24.4
James A. Valentine(12)-			5,600				*				—				—				*
Walter R. Tankersley(13)-			26,342				*				—				—				*
Timothy R. Donovan(14)+			10,250				*				—				—				*
Governor Jim Edgar(15)+			14,750				*				—				—				*
Daniel M. Wright(16)+			10,750				*				—				—				*
Pekin Singer Strauss Asset Management(17)			1,330,774				16.5				—				—				3.9
Dimensional Fund Advisors LP(18)			678,817				8.4				—				—				2.0
All directors and executive officers as a group (20 persons all of whom are stockholders and/or option holders) (3)(4)(5)(6)(7)(8)(9)(11)(12)(13)(14)(15)(16)(19)			239,094				2.9				2,465,294				94.9				72.8

Change of Control

Jasper B. Sanfilippo, Jr. and James J. Sanfilippo, members of the Controlling Group, have pledged as security 1,385,231 shares of Class A Stock that they both beneficially own as co-trustees of the Sanfilippo Family 1999 Generation — Skipping Trust Agreement, dated December 31, 1999. If Jasper B. Sanfilippo, Jr. and/or James J. Sanfilippo default(s) on any of their obligations under the pledge agreements or the related loan documents pursuant to which they have pledged their shares, the other parties to the agreements may have the right to foreclose upon and sell the pledged shares. Such a sale could cause our stock price to decline. Many of the occurrences that could result in a foreclosure of the pledged shares are out of our control and are unrelated to our operations.

In addition, because these shares are pledged to secure loans, the occurrence of an event of default could result in a foreclosure and sale of the pledged shares that could cause a change of control of our company, even when such a change may not be in the best interests of our stockholders, and it could also result in: (i) a default under certain material contracts to which our company is a party, including an event of default under our Credit Agreement, dated February 7, 2008, (ii) the loss of our status as a “controlled company” and any rights or benefits associated therewith and (iii) requiring us to elect a new Board of Directors consisting of a majority of independent directors.

PROPOSAL 1: ELECTION OF DIRECTORS

Eight directors are to be elected to serve until the next annual meeting of stockholders and until their respective successors shall be elected and qualified. Two of such directors are to be elected by the holders of Common Stock voting as a class and the remaining six directors are to be elected by the holders of Class A Stock voting as a class. While the Board of Directors does not contemplate that any nominee for election as a director will not be able to serve, if any of the nominees for election shall be unable or shall fail to serve as a director, the holders of proxies shall vote such proxies for such other person or persons as shall be determined by such holders in their discretion or, so long as such action does not conflict with the provisions of our Restated Certificate relating to the proportion of directors to be elected by the holders of Common Stock, the Board of Directors may, in its discretion, reduce the number of directors to be elected.

The Board of Directors recommends that the stockholders vote “FOR” each of the nominees listed herein.

We believe that each nominee listed below has the qualifications, skills and experience that are consistent with our requirements for the selection of directors and that, as a group, the Board of Directors functions collegially, constructively and effectively together in overseeing our business. Below in each nominee’s individual biography we identify and describe some of the specific qualifications, skills and experience that each nominee brings to the Board of Directors. However, the fact that we do not list a particular qualification, skill or experience for a nominee does not mean that the nominee does not possess that particular qualification, skill or experience.

NOMINEES FOR ELECTION BY THE HOLDERS OF COMMON STOCK

The name of and certain information regarding each nominee for election to our Board of Directors by the holders of Common Stock, as reported to us, is set forth below.

Governor Jim Edgar, Director, age 64 — Gov. Edgar is currently a Distinguished Fellow at the University of Illinois Institute of Government and Public Affairs where he is also a teacher and lecturer. He has been in this position since January 1999. He was also a Resident Fellow at the John F. Kennedy School of Government at Harvard University during the 1999 fall semester. Gov. Edgar served as Governor of the State of Illinois from January 14, 1991 through January 11, 1999. Prior to his election, Gov. Edgar served as the Illinois Secretary of State from 1981 to 1991. Gov. Edgar’s retirement from public office marked 30 years of state government service. Gov. Edgar currently serves on the board of directors of Alberto Culver Company (since 2002) and Horizon Group Properties, Inc. (since 2000), and previously served on the board of directors of Youbet.com, Inc. (since from 2002 until June 2010). During the last five years, Gov. Edgar has also served as a director or trustee for nine investment entities that are a part of the fund complex DWS Mutual Funds, Inc. (formerly known as Scudder Mutual Funds Inc.). Gov. Edgar has been a member of our Board of Directors since October 1999 and is a member of our Audit Committee and our Compensation Committee and is the Chairman of our Corporate Governance Committee (the “Governance Committee”).

The Board of Directors has concluded that Gov. Edgar should serve as a director as a result of his demonstrated leadership and management skills as the former Governor of Illinois. In addition, as a result of his service as a director on the boards of other companies, including a public company that manufactures and markets consumer products, Gov. Edgar also provides our Board of Directors with significant expertise.

Daniel M. Wright, Director, age 72 —Mr. Wright previously worked for Arthur Andersen LLP for 37 years as an auditor, where his clients consisted of privately-held and registered public companies. Mr. Wright was a Partner with Arthur Andersen from 1973 through August 1998, and became a certified public accountant in 1968. Mr. Wright served on the Board of Directors of RC2 Corporation from 2003 until May 2010, where he was a member of its Audit Committee. Throughout his career, and since his retirement in 1998, Mr. Wright has been active in numerous civic and philanthropic organizations. Mr. Wright has been a member of our Board of Directors since October 2005 and is a member of our Compensation Committee and our Governance Committee and is the Chairman of our Audit Committee.

The Board of Directors has concluded that Mr. Wright should serve as a director because of the extensive accounting and financial experience and background that he gained while serving as an auditor for over three decades. Mr. Wright’s in-depth knowledge of the audit and financial reporting requirements of public companies allows Mr. Wright to provide our company with a valuable perspective.

NOMINEES FOR ELECTION BY THE HOLDERS OF CLASS A STOCK

The name of and certain information regarding each nominee for election to our Board of Directors by the holders of Class A Stock, as reported to us, is set forth below.

Jasper B. Sanfilippo, Director, age 79 — Mr. Sanfilippo was employed by us from 1953 to his retirement as an employee of our company in January 2008. Mr. Sanfilippo served as our President from 1982 to December 1995 and was our Treasurer from 1959 to October 1991. He became our Chairman of the Board of Directors and Chief Executive Officer in October 1991 and has been a member of our Board of Directors since 1959. Mr. Sanfilippo was also a member of our Compensation Committee until April 28, 2004 and was a member of the Stock Option Committee until February 27, 1997 (when that Committee was disbanded). Mr. Sanfilippo resigned as Chief Executive Officer of our company in November 2006, as our employee Chairman of the Board of Directors on January 10, 2008 and as our Chairman of the Board of Directors on October 30, 2008. Mr. Sanfilippo is the father of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, both of whom are executive officers and directors of our company, the brother-in-law of Mathias A. Valentine, a director of our company, the uncle of Michael J. Valentine, a director and an executive officer of our company, and James A. Valentine, an executive officer of our company. Mr. Sanfilippo is also the uncle by marriage of Timothy R. Donovan, a director of our company.

The Board of Directors has concluded that Mr. Sanfilippo should serve as a director, in part, because of his vast knowledge of the nut industry. He also provides our Board of Directors with a deep knowledge of our company and its values and history as a result of his service as an employee from 1953 until 2008, including as our former Chief Executive Officer. The Board of Directors believes that he, together with Mathias A. Valentine, provides a unique perspective regarding our company’s history and operations.

Jasper B. Sanfilippo, Jr., Chief Operating Officer, President, Assistant Secretary and Director, age 42 — Mr. Sanfilippo was appointed as a member of the Board of Directors in December 2003 upon the recommendation of our senior management and the unanimous approval of the Board of Directors. Mr. Sanfilippo has been employed by us since 1992 and in 2001 was named Executive Vice President Operations, retaining his position as Assistant Secretary, which he assumed in December 1995. He became our Senior Vice President Operations in August 1999 and served as Vice President Operations between December 1995 and August 1999. Prior to that, Mr. Sanfilippo was the General Manager of our Gustine, California facility beginning in October 1995, and from June 1992 to October 1995 he served as Assistant Treasurer and worked in our Financial Relations department. On May 8, 2006 our Board of Directors approved a succession plan finalized and adopted at the Board of Directors meeting held on November 6, 2006. Pursuant to the succession plan, Mr. Sanfilippo was elected as our Chief Operating Officer and President and he has since then continued to hold such positions. In May 2007, Mr. Sanfilippo was named as our Treasurer and held that position until January 2009. Mr. Sanfilippo currently serves on the Board of Directors of the National Pecan Shellers Association, an industry association of which our company is a member. Mr. Sanfilippo is the son of Jasper B. Sanfilippo, a director of our company, the nephew of Mathias A. Valentine, a director of our company, the brother of Jeffrey T. Sanfilippo and the cousin of Michael J. Valentine, both of whom are executive officers and directors of our company, and James A. Valentine, an executive officer of our company. Mr. Sanfilippo is also a first cousin by marriage of Timothy R. Donovan, a director of our company.

The Board of Directors has concluded that Mr. Sanfilippo should serve as a director as a result of his extensive knowledge of the nut industry, his operational and management experience and his leadership abilities. In addition, Mr. Sanfilippo brings to our Board of Directors an in-depth knowledge of our company due to his service as an employee since 1992.

Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board of Directors, age 47 — Mr. Sanfilippo has been employed by us since 1991 and was named our Executive Vice President Sales and Marketing in January 2001. Mr. Sanfilippo became a director of our company in August 1999 and was elected our Chairman of the Board of Directors on October 30, 2008. He served as Senior Vice President Sales and Marketing from August 1999 to January 2001 and as General Manager West Coast Operations from September 1991 to September 1993. He served as Vice President West Coast Operations and Sales from October 1993 to September 1995. He served as Vice President Sales and Marketing from October 1995 to August 1999. On May 8, 2006 our Board of Directors approved a succession plan finalized and adopted at the Board of Directors meeting held on November 6, 2006. Pursuant to the succession plan, Mr. Sanfilippo was elected as our Chief Executive Officer and he has since then continued to hold such position. Mr. Sanfilippo is the son of Jasper B. Sanfilippo, a director of

our company, the nephew of Mathias A. Valentine, a director of our company, the brother of Jasper B. Sanfilippo, Jr., an executive officer and director of our company, the cousin of Michael J. Valentine, an executive officer and director of our company, and James A. Valentine, an executive officer of our company. Mr. Sanfilippo is also a first cousin by marriage of Timothy R. Donovan, a director of our company.

The Board of Directors has concluded that Mr. Sanfilippo should serve as a director because, as our Chairman and Chief Executive Officer, he has demonstrated a deep understanding of our company and its operations. In addition, as Chairman and Chief Executive Officer of our company, Mr. Sanfilippo has significant leadership and financial experience.

Mathias A. Valentine, Director, age 77 — Mr. Valentine was employed by us from 1960 until his retirement in January 2006. He was named our President in December 1995. He served as our Secretary from 1969 to December 1995, as our Executive Vice President from 1987 to October 1991 and as our Senior Executive Vice President and Treasurer from October 1991 to December 1995. He has been a member of our Board of Directors since 1969. Mr. Valentine was also a member of our Compensation Committee until April 28, 2004 and was a member of the Stock Option Committee until February 27, 1997 (when that Committee was disbanded). Mr. Valentine retired from our company on January 3, 2006. Mr. Valentine is the brother-in-law of Jasper B. Sanfilippo, a director of our company, the father of Michael J. Valentine, a director and an executive officer of our company, and James A. Valentine, an executive officer of our company. Mr. Valentine is the uncle of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, both of whom are executive officers and directors of our company. Mr. Valentine is also the uncle by marriage of Timothy R. Donovan, a director of our company.

The Board of Directors has concluded that Mr. Valentine should serve as a director as a result of his in-depth knowledge of our company and the nut industry and deep appreciation of our company’s values due to his service as an employee from 1960 until 2006, including as our former President. The Board of Directors believes that he, together with Jasper B. Sanfilippo, provides a unique perspective regarding our company’s history and operations.

Michael J. Valentine, Chief Financial Officer, Group President, Secretary and Director, age 51 — Mr. Valentine has been employed by us since 1987 and in January 2001 was named Executive Vice President Finance, Chief Financial Officer and Secretary. Mr. Valentine was elected as a director of our company in April 1997. Mr. Valentine served as our Senior Vice President and Secretary from August 1999 to January 2001. He served as Vice President and Secretary from December 1995 to August 1999. He served as our Assistant Secretary and General Manager of External Operations from June 1987 and 1990, respectively, to December 1995. On May 8, 2006 our Board of Directors approved a succession plan, which was finalized and adopted at the Board of Directors meeting held on November 6, 2006. Pursuant to the succession plan, Mr. Valentine was elected as our company’s Chief Financial Officer and Group President and he has since then continued to hold such positions. In February 2007, Mr. Valentine was appointed as Secretary of our company. Since 1999 and 2009 Mr. Valentine has served on the Board of Directors of the Peanut and Tree Nut Processors Association and the Board of Directors of the American Peanut Council, respectively, both of which are nut industry associations of which our company is a member. Mr. Valentine is the son of Mathias A. Valentine, a director of our company, the brother of James A. Valentine, an executive officer of our company, the nephew of Jasper B. Sanfilippo, a director of our company, and cousin of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, both of whom are executive officers and directors of our company. Mr. Valentine is also a first cousin by marriage of Timothy R. Donovan, a director of our company.

The Board of Directors has concluded that Mr. Valentine should serve as a director because of his extensive accounting and financial background and knowledge. He also provides our Board of Directors with an in-depth knowledge of our company from his service as an employee since 1987 and our Chief Financial Officer since 2001, and an in-depth knowledge of our industry from his service as a member of the board of directors of two industry associations.

Timothy R. Donovan, Director, age 54 — Mr. Donovan is the Senior Vice President and General Counsel of Harrah’s Entertainment, Inc., the world’s largest gaming and resort company. Mr. Donovan joined Harrah’s in April 2009 upon his resignation as Executive Vice President and General Counsel for Republic Services, Inc. which merged with Allied Waste Industries where Mr. Donovan held similar positions since April 2007. Mr. Donovan served in various senior positions with Tenneco Inc. (formerly known as Tenneco Automotive Inc.) from July 1999 until his resignation in February 2007, most recently as Executive Vice President, Strategy and Business Development, and General Counsel. In addition to his duties as General Counsel, Mr. Donovan also served as Managing Director of portions of Tenneco’s international operations from May 2001 through July 2005, including Asia (2001 through 2005), Australia (2004 through 2005) and South America (2001 through 2004), as a member of Tenneco’s board of directors from March 2004 until February 2007 and as a member of

Tenneco’s Office of the Chief Executive from July 2006 until January 2007. Mr. Donovan was a partner in the law firm of Jenner & Block LLP from 1989 until his resignation in September 1999, and from approximately 1997 through 1999 served as the Chairman of the firm’s Corporate and Securities Department and as a member of its Executive Committee. Mr. Donovan joined Jenner & Block LLP in 1982 after serving as a staff trial attorney at the Chicago District Counsel’s Office of the Internal Revenue Service. Mr. Donovan was elected as a member of our Board of Directors in October 1999 and serves as a member of our Audit Committee, a member of our Governance Committee and the Chairman of our Compensation Committee. Mr. Donovan is a nephew by marriage of Mr. Jasper B. Sanfilippo and Mr. Mathias A. Valentine, both of whom are directors of our company, and the first cousin by marriage of Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, Michael J. Valentine and James A. Valentine, each of whom is an executive officer and certain of whom are also directors of our company.

The Board of Directors has concluded that Mr. Donovan should serve as a director because of the vast experience he has acquired serving as the general counsel for two publicly traded companies. In addition, Mr. Donovan’s experiences while holding executive officer positions for an automobile parts manufacturer have given him numerous insights into manufacturing operations that make him an invaluable advisor to our company.

CORPORATE GOVERNANCE

Director Independence

On June 21, 2004, Jasper B. Sanfilippo, his spouse Marian Sanfilippo and their five children (two of whom are directors and executive officers of our company) jointly filed a Schedule 13D indicating their intention to act together as a group. The Schedule 13D was amended on March 21, 2007, January 16, 2008, and September 10, 2009. This group beneficially owns shares entitled to cast 52.3% of votes eligible to be cast on matters submitted to stockholders generally (other than the election of directors which are elected as described above). Accordingly, under Nasdaq Listing Rule 5615(c)(1), we qualify as a “controlled company.” Pursuant to the provisions of the Nasdaq rules applicable to controlled companies, we are not required to have (a) a majority of independent directors, (b) a nominations committee comprised solely of independent directors, or (c) a compensation committee comprised solely of independent directors. Nevertheless, three of our nominees for election to the Board of Directors are independent, and our Compensation Committee and Governance Committee are comprised solely of independent directors.

A director is independent under Nasdaq Listing Rule 5605(a)(2) if: (a) neither he, she nor certain members of his or her family has been an executive officer of our company within the previous three years; (b) he or she has not been an employee of the company at any time in the previous three years; (c) neither he, she nor certain family members have accepted compensation from the company (outside of certain identified compensation, such as payment for board service) in excess of $120,000 in any 12 month period within the previous three years; (d) neither he, she nor certain family members is a partner, controlling stockholder, or executive officer of an organization to which the company made or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more (except solely from investments in the company’s securities and payments under non-discretionary charitable contribution matching programs); (e) neither he, she nor certain family members is an executive officer of another entity where at any time during the past three years any of the executive officers of the company served on the compensation committee of such other entity; (f) neither he, she nor certain family members is a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years; and (g) he or she does not have, in the opinion of the board of directors, any relationships which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A family member is defined by Nasdaq Listing Rule 5605(a)(2) as including a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. Both Jasper B. Sanfilippo and Mathias A. Valentine are uncles by marriage of Timothy R. Donovan and the Management Team (as defined below) members and James A. Valentine are cousins by marriage of Timothy R. Donovan. However, because Timothy R. Donovan is not considered a “family member” pursuant to the Nasdaq rules, and, for the reasons discussed below, he qualifies as an independent director pursuant to Nasdaq Listing Rule 5605(a)(2).

Independence of the Board of Directors

The Board of Directors has determined that Gov. Jim Edgar, Daniel M. Wright, and Timothy R. Donovan are independent under Nasdaq Listing Rule 5605(a)(2) and that such directors have no material relationships with our company that would compromise their independence. At the Board of Directors meeting held on October 28, 2009, our Board of Directors reviewed the independence of the non-management independent directors in accordance with Nasdaq Listing Rule 5605(a)(2). In carrying out that review, our Board of Directors sought to determine whether there are or have been any relationships which would interfere with Gov. Jim Edgar’s, Daniel M. Wright’s, and Timothy R. Donovan’s exercise of independent judgment in carrying out their responsibilities as directors. Specifically, our Board of Directors focused on their relationships with employees of our company and whether they, their family members or entities in which they have a significant interest, paid or received payments for property or services to or from our company. In particular, our Board of Directors considered Timothy R. Donovan’s familial relationships with the members of the Management Team, James A. Valentine, Jasper B. Sanfilippo, Mathias A. Valentine and Roseanne Christman (our Director of Corporate Marketing — Private Brands), and unanimously concluded that such relationships did not impact Timothy R. Donovan’s independence because, among other reasons, (a) his relationships with the Management Team, James A. Valentine, Jasper B. Sanfilippo, Mathias A. Valentine and Roseanne Christman are sufficiently distant because his relationships to those individuals are all based upon marriage, and (b) in his role and experience as general counsel of another public company, he has a full understanding of his responsibilities with respect to being an independent director.

Independence of the Compensation Committee and the Corporate Governance Committee

As a controlled company, we are not required to maintain independent committees overseeing our compensation and nominating policies and practices. However, as a matter of good corporate governance, the Board of Directors has nevertheless determined that the best interests of our company and its stockholders are served by adopting such practices.

The Compensation Committee is comprised of Timothy R. Donovan, Chairman, Gov. Jim Edgar and Daniel M. Wright. The Governance Committee is comprised of Gov. Jim Edgar, Chairman, Daniel M. Wright and Timothy R. Donovan. Each member of the Compensation Committee and Governance Committee is an “independent director” as defined in Section 5605(a)(2) of the Nasdaq Listing Rules.

Independence of the Audit Committee

The Board of Directors has determined that (a) each member of the Audit Committee is an “independent director” as defined in Section 5605(a)(2) of the Nasdaq Listing Rules and (b) each member of the Audit Committee is “independent” for purposes of Section 10A and Rule 10A-3 of the Exchange Act.

Board of Directors — Leadership Structure

The Board of Directors believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board of Directors (“Chairman”) and the Chief Executive Officer in any way that is in the best interests of our company at any given point in time. The Board of Directors believes that the decision as to who should serve as Chairman and as Chief Executive Officer, and whether the offices should be combined or separate, should be assessed periodically by the Board of Directors, and that the Board of Directors should not be constrained by a rigid policy mandating that such positions be separate. The Board of Directors has determined that, in light of the current size of our company, the most efficient leadership structure is to combine the roles of Chairman and Chief Executive Officer and have Jeffrey T. Sanfilippo serve as such. Combining the roles of Chairman and Chief Executive Officer helps the Board make efficient and expeditious decisions, and allows our Company to fully tap Mr. Sanfilippo’s extensive knowledge of our industry and company, as well as his proven leadership skills.

Furthermore, we believe that the combined office of the Chairman and the Chief Executive Officer puts an individual in the best position to focus the directors’ attention on the issues of greatest importance to the company and its stockholders, including issues related to risk management.

The relatively small size of our Board of Directors allows all directors, including the independent directors, to have a very active role in all Board of Directors activities. For this reason, we have not identified any independent director as the “lead independent director.” Each of our three independent directors serves as the chairman of one of the three committees of the Board of Directors and all three independent directors are the only members on these committees. The Board of Directors feels that it is unnecessary to distinguish one of the independent directors as a “lead independent director.”

Board of Directors — Role in Risk Oversight

Throughout the year, risk is an integral part of the deliberations of the Board of Directors and its committees. Importantly, the Board of Directors oversees, reviews and helps formulate our company’s strategic plan, taking into account, among other considerations, our company’s risk profile and exposures. In addition, the Board of Directors receives regular reports from management regarding specific risks that the Board of Directors or management has identified as important for the Board of Directors’ specific review and input. The Board of Directors’ risk oversight is also effected through its committees. Although the Board of Directors as a whole has the responsibility for risk oversight, its committees also help oversee the company’s risk profile and exposures relating to matters within the scope of their authority and report to the Board of Directors about their deliberations. Specifically, the Compensation Committee reviews risks associated with our compensation programs, to ensure that incentive compensation programs do not encourage inappropriate risk taking, the Governance Committee considers risks related to corporate governance and the Audit Committee considers risks relating to internal controls, related party transactions, and disclosure and financial reporting.

The Board of Directors’ role in risk oversight of our company is consistent with our company’s current leadership structure because the combined office of Chairman and Chief Executive Officer enables our current Chairman and Chief Executive Officer, Jeffrey T. Sanfilippo, to more efficiently identify and effectively oversee our company’s risks and report his conclusions and recommendations regarding such risks to the full Board of Directors.

Board Meetings and Committees

Board of Directors

Our Board of Directors held nine meetings during fiscal 2010. All directors attended at least 75% of the meetings of the Board of Directors. All directors attended at least 75% of the meetings of the committees of the Board of Directors on which they served, with the exception of Timothy R. Donovan who attended 50% of the Governance Committee meetings. All directors attended the 2009 annual meeting of stockholders, with the exception of Timothy R. Donovan. The separately-designated standing committees of the Board of Directors include the Audit Committee, the Compensation Committee and the Governance Committee. Each committee has adopted a charter which governs its activities. These committee charters are available on our website at www.jbssinc.com.

Compensation Committee

The Compensation Committee is comprised of Timothy R. Donovan, Chairman, Gov. Jim Edgar and Daniel M. Wright, who are independent directors as described above. The Compensation Committee held eight meetings during fiscal 2010.

The Compensation Committee reviews and makes recommendations to the Board of Directors with respect to the salaries, equity grants (such as RSUs or stock options), incentive compensation (such as the Sanfilippo Value Added Plan, the “SVA Plan”) and other compensation of executive officers and non-management directors (management directors are not separately compensated for their service as directors). The Compensation Committee may solicit recommendations as to compensation of non-management directors and executive officers from other members of the Board of Directors and executive officers. The Compensation Committee may review market comparisons of the compensation of the Chief Executive Officer and other executive officers that are prepared by its compensation consultant and our company.

In carrying out its purposes, the Compensation Committee is authorized to take all actions that it deems necessary or appropriate, it may draw upon and direct such internal resources of the company as it deems necessary, and it may engage such compensation consultants, search firms, legal advisors and other advisors as it deems desirable, at the cost and expense of the company. The Compensation Committee has the sole authority to retain and terminate any such consultant, firm or advisor, including the sole authority to determine fees and terms of retention. The Compensation Committee is also authorized to establish a subcommittee, delegate to it the responsibilities provided for under the Compensation Committee’s charter, and grant to it as much authority, including the full authority of the Compensation Committee, as the Compensation Committee

deems necessary or appropriate, so long as the member or members of such subcommittee are independent directors as contemplated by the Compensation Committee’s charter.

In fiscal 2010, the Compensation Committee directly engaged ExeQuity LLP (“ExeQuity”), an independent compensation consultant, to, among other things, review the proposed fiscal 2010 base salaries, conduct certain market analysis, review the SVA Plan and its related targets, advise the Compensation Committee with respect to granting fiscal 2010 equity awards pursuant to the 2008 Equity Incentive Plan, as amended (the “2008 Plan”), and advise the Compensation Committee on the compensation of our executive officers and our non-management directors.

Compensation Committee Interlocks and Insider Participation

During fiscal 2010, Gov. Jim Edgar, Timothy R. Donovan (the Chairman of the Compensation Committee) and Daniel M. Wright served as the sole members of the Compensation Committee. Neither Gov. Jim Edgar, Daniel M. Wright nor Timothy R. Donovan (a) was, during the fiscal year, an officer or employee of the company, (b) was formerly an officer of the company, or (c) had any related party transactions with the company other than the one listed below for Timothy R. Donovan.

Roseanne Christman, Director of Corporate Marketing — Private Brands, is the sister-in-law of Timothy R. Donovan. Roseanne Christman’s total compensation for fiscal 2010 was $248,732 including $87,446 related to incentive plan compensation pursuant to our company’s SVA Plan and $13,898 related to stock options exercised. The Compensation Committee, of which Mr. Donovan is the Chairman, did not set Roseanne Christman’s salary. Rather, the Audit Committee, of which Mr. Donovan is a member, reviewed and approved Roseanne Christman’s salary and it will continue to review her salary along with other related parties in the future. See “Review of Related Party Transactions” below.

No executive officer of our company served on the board of directors or the compensation committee of another company which had any of its officers or directors serving on our Compensation Committee or on our Board of Directors at any time during fiscal 2010.

Corporate Governance Committee

The Governance Committee was formed in order to, among other things, make director nominee recommendations to the Board of Directors and to assist our company refine its corporate governance policies and procedures. The Governance Committee is comprised of Gov. Jim Edgar, Chairman, Timothy R. Donovan and Daniel M. Wright, who are independent directors as described above. The Governance Committee held four meetings during fiscal 2010.

The Governance Committee screens candidates considered for election to the Board of Directors. The Governance Committee reviews and makes recommendations on matters related to the practices, policies and procedures of the Board of Directors and the committees of the Board of Directors. The Governance Committee has the lead role in shaping our overall system of corporate governance. As part of its duties, the Governance Committee assesses the size, structure and composition of the Board of Directors and committees of the Board of Directors and coordinates the performance evaluation of the Board of Directors and the committees of the Board of Directors.

Audit Committee

The Audit Committee provides oversight on matters relating to accounting, financial reporting, internal control, auditing, and regulatory compliance. The Audit Committee also has the sole authority to: (a) retain and terminate the Independent Registered Public Accounting Firm that audits our annual consolidated financial statements; (b) evaluate the independence of the auditors; and (c) arrange with the auditors the scope of their audit. Additionally, the Audit Committee reviews our audited financial statements with management and the Independent Registered Public Accounting Firm, recommends whether such audited financial statements should be included in our Annual Report on Form 10-K and prepares a report to stockholders to be included in our proxy statement. Further, the Audit Committee reviews related party transactions as more specifically described under “Review of Related Party Transactions” below. The Audit Committee is comprised of Daniel M. Wright, Chairman, Timothy R. Donovan and Gov. Jim Edgar. The Audit Committee held ten meetings during fiscal 2010.

The Board of Directors has determined that (a) each member of the Audit Committee is an “independent director” as defined in Section 5605(a)(2) of the Nasdaq Listing Rules, (b) each member of the Audit Committee is “independent” for purposes of Section 10A and Rule 10A-3 of the Exchange Act, and (c) Mr. Wright, the Chairman of the Audit Committee, and Mr. Donovan, a member of the Audit Committee, are “audit committee financial experts” as defined by the Commission. With respect to its assessment of whether Messrs. Wright and Donovan are “audit committee financial experts”, the Board of Directors considered, among other things, Messrs. Wright and Donovan’s experience as described under “Nominees for Election by the Holders of Common Stock” and “Nominees for Election by the Holders of Class A Stock”, respectively.

Stockholder Communication with Directors

We recognize the importance of providing our stockholders with the ability to communicate with members of the Board of Directors. Accordingly, we have established a policy for stockholder communications with directors. This policy is not intended to cover communications of complaints regarding accounting or auditing matters, with respect to which we have established the “Anonymous Incident Reporting System for Accounting and Auditing Matters”, which is posted on our website at www.jbssinc.com. Stockholders wishing to communicate with the Board of Directors as a whole, or with certain directors individually, may do so by sending a written communication to the following address:

John B. Sanfilippo & Son, Inc.
Stockholder Communications with Directors
Attn: Corporate Secretary
1703 N. Randall Road
Elgin, Illinois 60123-7820

Each stockholder communication should include an indication of the submitting stockholder’s status as a valid stockholder in order to submit such communication. Each such communication will be received for handling by our Secretary for the sole purpose of determining whether the contents represent a communication to the Board of Directors or to an individual director. The Secretary will maintain originals of each communication received and will provide copies to the addressee(s) and any appropriate committee(s) or director(s) based on the expressed desire of the communicating stockholder. The Board of Directors, the committee(s) or the applicable individual director(s) may elect to respond to the communication as each deems appropriate.

Director Attendance at Meetings

It is expected that each member of the Board of Directors will be available to attend all regularly scheduled meetings of the Board of Directors and all regularly scheduled meetings of the committees on which a director serves, as well as our annual meeting of stockholders, after taking into consideration the director’s other business and professional commitments. Each director is expected to make his or her best effort to attend all of the special meetings of the Board of Directors and of the committees on which a director serves.

DIRECTOR NOMINATIONS

Director Qualifications

While there is no single set of characteristics required to be possessed by each member of the Board of Directors, the Governance Committee will consider whether to nominate a candidate for director based on a variety of criteria, including, but not limited to: (a) the candidate’s personal integrity; (b) whether the candidate has demonstrated achievement in one or more forms of business, professional, governmental, communal, scientific or educational endeavors sufficient to enable the candidate to make a significant and immediate contribution to the Board of Directors’ discussion and decision-making regarding the array of complex issues facing our company; (c) the candidate’s level of familiarity with our business and competitive environment; (d) the candidate’s ability to function effectively in an oversight role; (e) the candidate’s understanding of the issues affecting a public company of a size and complexity similar to our company; and (f) whether the candidate has, and is prepared to devote, adequate time to the Board of Directors and its committees. Under exceptional and limited circumstances, the Governance Committee may approve the candidacy of a candidate notwithstanding the foregoing criteria if the Governance Committee believes the service of such a nominee is in our best interests and those of our stockholders.

In selecting candidates, the Governance Committee and the Board of Directors take diversity into account, seeking to ensure a representation of varied perspectives and experience, although neither the Governance Committee nor the Board of Directors has prescribed specific standards for diversity.

However, the Governance Committee considers certain items to be minimum requirements for nomination to our Board of Directors. Those requirements are: (a) a commitment to the duties and responsibilities of a director; (b) the ability to contribute meaningfully to the Board of Directors’ supervisory management of the company and its officers; and (c) an outstanding record of integrity in prior professional activities.

In addition, the Governance Committee ensures that:

	•		at least three of the directors serving at any time on the Board of Directors are independent, as defined under the rules of the principal stock market on which our common shares are listed for trading;
	•		all members of the Audit Committee satisfy the financial literacy requirements required under the rules of the principal stock market on which our common shares are listed for trading;
	•		at least one of the Audit Committee members qualifies as an audit committee financial expert under the rules of the Commission; and
	•		at least one of the independent directors has experience as a senior executive at a public company or a substantially-large private company.

In selecting a nominee for our Board of Directors, the Governance Committee may receive suggestions from many different groups including, but not limited to, the company’s current and former executive officers and directors, and such suggestions may or may not be in response to a request from the Governance Committee. As described below, the Governance Committee will also consider nominations from stockholders. From time to time, the Governance Committee may engage a third party for a fee to assist it in identifying potential director candidates.

After identifying a potential director nominee and deciding to further pursue the potential nominee, the Governance Committee will then evaluate the potential nominee by using information collected from a variety of sources. Those sources include, but are not limited to, publicly available information, information provided by knowledgeable members of the company and information provided by the potential candidate. The Governance Committee may contact the potential nominee to determine his or her interest and willingness to serve as a director and may conduct one or more in-person or telephonic interviews with the potential candidate. The Governance Committee may contact references of the potential candidate or other members of the professional community who may have relevant knowledge of the potential candidate’s qualifications and successes. The Governance Committee may compare the potential candidate’s information to all such information collected for other potential candidates.

Nominations of Directors by Stockholders

The Governance Committee does not solicit, but will consider, nominees for director submitted by holders of our Common Stock and Class A Stock. The Governance Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders as it uses for all other candidates, although the number of shares held by the proposing stockholder and the length of time such shares have been held may be considered by the Governance Committee.

Stockholders wishing to have the Governance Committee consider a director nominee may do so by sending notice of the nominee’s name, biographical information and qualifications to the Governance Committee at: c/o Secretary, John B. Sanfilippo & Son, Inc., 1703 N. Randall Road, Elgin, Illinois 60123-7820. Under our company’s Bylaws and applicable law, all director nominations submitted by our stockholders must provide (a) all information relating to the nominee that is required to be disclosed in a solicitation of proxies for the election of directors in an election contest, or as is otherwise required, pursuant to and in accordance with Regulation 14A under the Exchange Act, (b) the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, and (c) the submitting stockholder’s written consent to being named in the proxy statement as the stockholder recommending the director nomination. In addition, such notice of a nominee shall include, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, as they appear on our company’s books, and of such beneficial owner, (b) the class and number of shares of stock of our company which are owned beneficially and of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of the stock of our company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose the nominee, and (d) a representation of whether the stockholder or the beneficial owner, if any, intends to or is part of a group which intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of our company’s outstanding capital stock required to elect the nominee and/or (ii) otherwise solicit proxies from stockholders in support of the nominee’s election. The foregoing requirements will be deemed satisfied by the stockholder if that stockholder has notified our company of his, her or its intention to present a nomination at an annual meeting in compliance with the applicable rules and regulations

under the Exchange Act and such stockholder’s nomination has been included in a proxy statement that has been prepared by our company to solicit proxies for such annual meeting. Our company may require any proposed nominee to furnish such other information as it may reasonably require in order to determine the eligibility of such proposed nominee to serve as a director of our company.

Please see “Stockholder Proposals for the 2011 Annual Meeting” below for the notice deadlines for stockholder’s director nominations to be considered for inclusion in our company’s proxy materials and stockholder’s director nominations to be presented at the 2011 annual meeting (but not to be included in our company’s proxy materials).

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP (“PwC”), the company’s Independent Registered Public Accounting Firm for fiscal 2010, the company’s audited financial statements as of and for the year ending June 24, 2010. Management is responsible for the company’s financial reporting process, including maintaining a system of internal controls, and is responsible for preparing the consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). PwC is responsible for auditing those financial statements and for giving an opinion regarding the conformity of the financial statements with GAAP. Additionally, in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Audit Committee reviewed and discussed with management, the company’s internal auditors and PwC, management’s report on the operating effectiveness of internal control over financial reporting, including PwC’s related report.

The Audit Committee has also discussed with PwC the matters required by Statement on Auditing Standards No. 114, The Auditors’ Communication with Those Charged with Governance, by the Auditing Standards Board of the American Institute of Certified Public Accountants (such Statement on Auditing Standards superseded Statement on Auditing Standards No. 61, Communication with Audit Committees). In addition, the Audit Committee has received and reviewed the written disclosures and letter from PwC regarding PwC’s communications with the Audit Committee concerning independence, as required by Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as adopted by the Public Company Accounting Oversight Board (such Ethics and Independence Rule superseded Independence Standard No. 1, Independence Discussions with Audit Committees). Also, the Audit Committee has discussed with PwC the independence of PwC, including whether PwC’s independence is compatible with PwC providing non-audit services to the company. Based on the foregoing discussions and reviews, the Audit Committee is satisfied with the independence of PwC.

In reliance on the reviews and discussions described above and the report of PwC, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in the company’s Annual Report on Form 10-K for the year ended June 24, 2010, for filing with the Commission.

Respectfully submitted by all of the members of the Audit Committee of the Board of Directors.

Daniel M. Wright, Chairman
Timothy R. Donovan
Governor Jim Edgar

The information contained in the preceding report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Directors

During fiscal 2010, compensation to directors who were not employees of our company was paid at the rate of $31,200 per year plus $1,600 for each Board of Directors or committee meeting attended and $1,100 for telephonic meetings of the Board of Directors or committee meetings in which they participated. In addition, the Audit Committee Chairman and Compensation Committee Chairman were paid at the rate of $10,400 per year. The Governance Committee Chairman was paid at a rate of $5,200 per year. Directors are also reimbursed for their reasonable expenses incurred in attending such meetings. Directors who are employees of our company receive no additional compensation for their services as directors.

Under the 2008 Plan, as amended, a director who is not an employee of our company, our subsidiary, or any of their affiliates (an “Outside Director”) is eligible to participate in the 2008 Plan. On October 27, 2009, the Compensation Committee approved a grant of 2,000 RSUs to each of our five Outside Directors, with a grant date of November 10, 2009. These RSUs will vest on the date of the next annual stockholders meeting (November 3, 2010), and once vested, they generally become payable in an equal number of Common Stock after the director ceases being a member of the Board of Directors.

The aggregate compensation paid to or earned by Outside Directors during fiscal 2010 was $447,700, as detailed in the following table:

Director Compensation for Fiscal Year 2010

														Change in
														Pension Value
														and
														Nonqualified
		Fees Earned												Deferred				All Other
		or Paid in				Option				Stock Awards				Compensation				Compensation
Name		Cash ($)				Awards ($)				($)(1)				Earnings ($)				($)				Total ($)
Timothy R. Donovan(2)			73,900				—				27,360				—				—				101,260
Governor Jim Edgar(3)			73,400				—				27,360				—				—				100,760
Daniel M. Wright(4)			77,500				—				27,360				—				—				104,860
Mathias A. Valentine(5)			43,600				—				27,360				—				—				70,960
Jasper B. Sanfilippo(6)			42,500				—				27,360				—				—				69,860
			310,900				—				136,800				—				—				447,700

During fiscal 2010, the company paid premiums on certain life insurance policies that were previously assigned to the company in 2003. The premiums paid were for life insurance policies on the lives of Jasper B. Sanfilippo, Mathias A. Valentine and their respective spouses. See “Certain Insurance Policy Arrangements” below.

COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion of the compensation paid to Jeffrey T. Sanfilippo, our Chief Executive Officer and Chairman, Jasper B. Sanfilippo, Jr., our Chief Operating Officer, President and Assistant Secretary, Michael J. Valentine, our Chief Financial Officer, Group President and Secretary, James A. Valentine, our Chief Information Officer and Walter R. Tankersley, our Senior Vice President of Industrial Sales (the foregoing, the “named executive officers”) and an analysis of the compensation decisions affecting our named executive officers during fiscal 2010. Pursuant to a succession plan adopted by our Board of Directors in November 2006, Jasper B. Sanfilippo resigned as our Chief Executive Officer and Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr. and Michael J. Valentine (the “Management Team”) were appointed to their respective positions. The resignation of Jasper B. Sanfilippo as our Chief Executive Officer and the subsequent election of the Management Team to their respective positions marked a historic change in our company, as the next generation of members of the Sanfilippo and Valentine families assumed oversight of our company’s day-to-day operations.

Publicly Traded and Family-Owned

In 1922, Gaspare Sanfilippo and his son, John Sanfilippo, founded our company as a small storefront pecan shelling operation located in Chicago, Illinois. In 1959, our company began to diversify by beginning to roast a variety of nut types. In 1963, Jasper B. Sanfilippo, Gaspare Sanfilippo’s grandson and our former Chairman of the Board of Directors and current member of the Board of Directors, assumed the management of our company. Over the next forty years, Jasper B. Sanfilippo, along with Mathias A. Valentine, Jasper B. Sanfilippo’s brother-in-law and current member of the Board of Directors, expanded our company from a storefront operation in Chicago, Illinois, to a publicly traded nut company with operations located in Illinois, Texas, Georgia, California and North Carolina.

Unlike most other publicly traded companies, our company remains largely family owned and controlled. As discussed elsewhere in this Proxy Statement, the Sanfilippo and Valentine families control 52.3% and 24.4%, respectively, of the voting control of our company. In addition, our Board of Directors and management continue to be largely comprised of members of the Sanfilippo and Valentine families. Jasper B. Sanfilippo is the father of (and Mathias A. Valentine is the uncle of) Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr. Mathias A. Valentine is the father of (and Jasper B. Sanfilippo is the uncle of) Michael J. Valentine and James A. Valentine.

We qualify as a “controlled company” under Nasdaq Listing Rule 5615(c)(1) because the Sanfilippo family controls 52.3% of voting control of our company. In accordance with the provisions of the Nasdaq rules applicable to controlled companies, we are not required to have a compensation committee comprised solely of independent directors. Even though our company is not required to have an independent compensation committee, we have, nonetheless, decided to comply voluntarily with the Nasdaq provision. Accordingly, our Compensation Committee is comprised of Timothy R. Donovan, Chairman, Daniel M. Wright and Gov. Jim Edgar, all of whom are independent directors under Nasdaq rules. As discussed below, when making decisions regarding the compensation of the named executive officers and other members of our executive team, the unique structure of our company impacts the Compensation Committee’s decision-making process.

The Role of the Compensation Committee

The Compensation Committee of the Board of Directors administers our company’s executive compensation program. In that regard, the purposes of the Compensation Committee, among others, are as follows:

	•		Oversee the establishment of annual, long-term and other performance goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers;
	•		Evaluate the performance of the Chief Executive Officer and other executive officers;
	•		Review and recommend to the Board of Directors for approval the manner and amount of compensation and all other employment related terms and agreements with respect to the Chief Executive Officer and all other executive officers;
	•		Review and recommend to the Board of Directors for approval retirement, health and welfare and other benefit plans, policies and arrangements for the employees of our company;
	•		Administer all stock option, RSU, other equity-related, incentive and other performance-related compensation plans and grant stock options, RSUs and other awards; and
	•		Review, from time to time, market comparisons of the compensation of the Chief Executive Officer and other executive officers.

Our company’s compensation philosophy is based upon principles designed to align executive compensation with our company’s objectives, management initiatives and business financial performance. In making decisions with respect to executive compensation, the Board of Directors and the Compensation Committee apply, among others, the following key principles:

	•		Our total compensation should be comparable to that paid by our company’s primary competitors, to enable our company to attract and retain key executives who are critical to our success;
	•		Our company should reward executives for long-term strategic management and the enhancement of stockholder value;
	•		Our company should support a performance-oriented environment that rewards performance based on our company’s performance and the individual executive’s performance; and
	•		Our total compensation structure should balance the costs and benefits associated with both (a) short-term and long-term compensation and (b) cash and non-cash compensation, to achieve continuous improvement in financial performance and enhance employee retention and recruiting.

With respect to all areas of compensation, the Compensation Committee regularly communicates with management. For example, management is usually present for a large portion of every Compensation Committee meeting. This allows the Compensation Committee to solicit management’s feedback regarding various compensation matters, such as management’s views regarding salary increases, equity compensation (such as RSUs or stock options) and the components of the SVA Plan.

Overview of Fiscal 2010 Executive Compensation Program

Our total compensation program for the named executive officers and other executive officers in fiscal 2010 consisted of both cash compensation and equity-based compensation in the form of RSUs. Each executive officer’s annual cash compensation is comprised of a base salary and an opportunity to earn an annual incentive award under the SVA Plan. The SVA Plan rewards participants for year-over-year improvement in our net operating profit after tax in excess of our annual cost of capital, as determined using the average expected return on our company’s debt and equity capital. In addition to other standard benefits available to all salaried employees, we provide life insurance (including split-dollar life insurance) for all named executive officers and participation in our Supplemental Retirement Plan (“SERP”) for certain named executive officers.

Operating Principles

When setting the various components of compensation for our named executive officers, the Compensation Committee’s overriding objective is to increase stockholder value. In connection with furthering this objective, the Compensation Committee broadly considered the factors more specifically set forth below when setting compensation for our named executive officers in fiscal 2010.

          Management Philosophy. The Management Team has established an executive committee comprised of all of the named executive officers, as well as certain other executive officers (the “Executive Committee”). The members of this Executive Committee work together to manage our company’s affairs, which includes meeting regularly to discuss various aspects of our company’s operations. The Management Team has adopted this collaborative approach to management for several reasons, including (a) the Management Team’s belief that input from the non-Management Team Executive Committee members is essential to our company’s success and (b) the Management Team’s belief that the familial relationship between the Management Team members lends itself naturally to a collaborative approach to management. The Compensation Committee supports the Management Team’s overall team-oriented approach to managing our company. Accordingly, at the Management Team’s request, the Compensation Committee generally determined that the Management Team member’s compensation should all be equal for fiscal 2010.

          Food Industry Comparison Group. When setting compensation for the named executive officers for fiscal 2010, the Compensation Committee compared elements of compensation (base salary, incentive compensation and equity grants) against the compensation reported for the named executive officers of a select group of other companies engaged in a similar business and of a similar size to our company (the “Food Industry Comparison Group”) as an independent measure of reasonableness. For fiscal 2010, the Food Industry Comparison Group was comprised of 17 publicly traded companies engaged in the food industry with annual sales between $200 million and $1 billion. The Compensation Committee’s independent consultant prepared the reports regarding the Food Industry Comparison Group. For fiscal 2010, the Food Industry Comparison Group consisted of the following companies:

B&G Foods, Inc.
Cagle’s Inc.
Cal-Maine Foods, Inc.
Calavo Growers, Inc.
Darling International Inc.
Diamond Foods, Inc.
Farmer Bros. Co.
Green Mountain Coffee Roasters, Inc.
The Hain Celestial Group, Inc.
Imperial Sugar Company
J & J Snack Foods Corp.
Lancaster Colony Corporation
Lance, Inc.
Overhill Farms, Inc.
Reddy Ice Holdings, Inc.
Smart Balance, Inc.
Tootsie Roll Industries, Inc.

          Individual Performance. Notwithstanding the Management Team’s collaborative approach to management, the Compensation Committee considered the individual performance of our company’s management when it set the various components of compensation in fiscal 2010.

          Independent Consultant. The Compensation Committee also utilized its independent consultant, ExeQuity, to provide guidance regarding the compensation of our named executive officers. For fiscal 2010, the independent consultant reviewed the various components of compensation for our named executive officers, as well as the proposed changes in such compensation, and advised the Compensation Committee regarding how the changes compared to the Food Industry Comparison Group.

Direct Compensation

Base Salary.

The Compensation Committee recommends to the Board of Directors the level of base salary for named executive officers, including the Chief Executive Officer, and the other executive officers. When determining the base salaries of our named executive officers and executive officers for fiscal 2010, the Compensation Committee considered: (a) the Management Team’s collaborative approach to management; (b) the Compensation Committee’s historical practices, including the salaries paid by us to our named executive officers and executive officers during the immediately preceding fiscal year; (c) the salaries paid to the name executive officers of the companies in the Food Industry Comparison Group; (d) the individual performance of our named executive officers and executive officers; and (e) the input from the Compensation Committee’s independent consultant, including information regarding general executive salary increase trends and survey information.

In connection with setting the base salaries for fiscal 2010, the Compensation Committee informally reviewed the individual performance of our company’s management. The reviews consisted of the Compensation Committee members’ observations of the Chief Executive Officer and other top officers’ performance throughout the fiscal year and specifically with respect to each individual officer’s (a) roles and functions, and the fulfillment thereof and (b) positive contribution to our overall performance.

Based upon all of the foregoing factors, and with the objective to move salaries closer to market median, our Compensation Committee decided to implement a 9.0% increase in the salaries paid to the Management Team for fiscal 2010 and a 3.0% and a 2.0% increase in the salaries for James A. Valentine and Walter R. Tankersley, respectively, for fiscal 2010. The uniform increase to the base salary of the Management Team was approved in part because of the Management Team’s collaborative approach to management outlined above.

After taking these increases into account, base salaries for the named executive officers are, in the aggregate, modestly below the 50th percentile for the Food Industry Comparison Group. However, it should be noted that, among other things, the roles of the named executive officers in the Food Industry Comparison Group may not fully align with the roles of our named executive officers. For example, our Chief Financial Officer also serves as Group President. In addition, market data for the Management Team was viewed relative to the average of the top three officers at each company in the Food Industry Comparison Group due to our collaborative approach to management, as opposed to a more traditional approach of individually comparing the pay of each member of the Management Team to the other individual top three officers of the companies in the Food Industry Comparison Group.

Sanfilippo Value Added Plan.

In 2008 the Compensation, Nominating and Governance Committee (the “CNG Committee”) (which was the committee that existed prior to the creation of a separate Compensation Committee and a separate Governance Committee) developed the SVA Plan with input from the Management Team. Specifically, the Management Team worked with a consultant other than ExeQuity, the Compensation Committee’s independent consultant, to create a value-driven company culture and a financial performance turnaround, including the development of supporting incentives, such as the SVA Plan. After months of planning, the Management Team, along with the company’s consultant, proposed the SVA Plan to the CNG Committee and the CNG Committee’s independent consultant. The Management Team explained to the CNG Committee and its independent consultant that the SVA Plan would motivate plan participants to work closely together towards significantly improving our company’s financial performance. After much consideration and certain modifications by the CNG Committee and its independent consultant, the CNG Committee concurred with the Management Team that the SVA Plan was in our company’s best interest and recommended the SVA Plan to the Board of Directors for approval. After deliberation, the Board of Directors ultimately approved and adopted the SVA Plan. Fiscal 2008 was the first fiscal year during which our company’s SVA Plan was in effect.

The SVA Plan rewards plan participants with incentive compensation for year-over-year improvement in our net operating profit after tax in excess of our annual cost of capital, as determined by using the average expected return on our company’s debt and equity capital (such year-over-year improvement hereinafter referred to as “SVA”). The Compensation Committee believes that the SVA Plan motivates the plan participants to improve our company’s financial performance and more effectively manage its working and fixed capital. For fiscal 2010, the SVA Plan participants included members of the Executive Committee and over 180 other salaried personnel.

In connection with the adoption of the SVA Plan in 2008, the Compensation Committee, with the assistance of its independent consultant, the Management Team, and a company consultant, established our targeted SVA goal for fiscal years 2009, 2010 and 2011. Targeted SVA goals were set for a three year period because the Compensation Committee wanted to incentivize management to focus on value creation over the long term. For fiscal 2010, the Compensation Committee established each SVA Plan participant’s percentage of base salary to be used for computing their incentive compensation payment (“Salary Percentage”). If the actual SVA for a fiscal year exceeds the SVA threshold set by the Compensation Committee, then the SVA Plan participants’ bonus bank is credited with a “SVA Bonus Declared”, which is an amount equal to a participant’s salary times their Salary Percentage times the SVA Multiple. The “SVA Multiple”, as used herein, is the ratio that reflects our company’s SVA improvement in a fiscal year. If the actual SVA improvement in a fiscal year is equal to the targeted SVA goal for the fiscal year, then the SVA Multiple is “1”, and the SVA Bonus Declared is equal to the participants’ salary times their Salary Percentage times 1. This payout is referred to as the “Target SVA Payout”. For fiscal 2010, each SVA Plan participant had a Salary Percentage ranging from 5% to 70% of their base salary and, based on our actual SVA results for fiscal 2010, the company achieved a SVA Multiple of 2.11.

The Management Team (Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr. and Michael J. Valentine) had a Salary Percentage of 70% of their base salary for fiscal 2010. All other members of the Executive Committee, including the remaining named executive officers, had a Salary Percentage of 60% of their base salary for fiscal 2010. The Compensation Committee set these two Salary Percentages in light of the Management Team’s collaborative approach to management and the substantial responsibility held by each Executive Committee member.

For fiscal 2010, 20% of the incentive compensation awarded to each of the members of the Management Team was subject to the Compensation Committee’s discretion based on the members’ individual performances. When compared to the non-discretionary portion of the incentive compensation award (80% of the award), the Compensation Committee’s determination of the remaining discretionary portion (20% of the award) could either increase or decrease the total incentive compensation award paid out, or the Compensation Committee could determine not to award any incentive compensation on the discretionary side. The Compensation Committee used specific SVA-based initiatives that had been pre-approved by the Compensation Committee to evaluate the individual performance of each of the members of the Management Team. The Compensation Committee believes that this formal evaluation process has resulted in the Management Team’s overall improved performance and improved understanding of the Compensation Committee’s expectations regarding performance. For fiscal 2010, the Compensation Committee reviewed the level of achievement of the individual performance goals for the members of the Management Team and determined that their goals had been achieved. As a result, the Compensation Committee approved an award of the discretionary portion at 211% of the target level, which is consistent with the nondiscretionary award based on the SVA Multiple of 2.11.

For fiscal 2010, the discretionary portion of the SVA Plan incentive compensation awarded to the Management Team was equal to the member’s base salary times 70% (the Salary Percentage) times 2.11 (the SVA Multiple) times 20% (the discretionary portion). For fiscal 2010, the non-discretionary portion of the SVA Plan incentive compensation awarded to each of the members of the Management Team was equal to the member’s base salary times 70% (the Salary Percentage) times 2.11 (the SVA Multiple) times 80% (the non-discretionary portion).

For fiscal 2010, Mr. James A. Valentine and Mr. Walter R. Tankersley, who constitute the remainder of the named executive officers along with the members of the Management Team, both received total non-discretionary SVA Plan incentive compensation equal to their base salary times 60% (the Salary Percentage) times 2.11 (the SVA Multiple).

When base salaries and actual SVA Bonus Declared are taken into account, total cash compensation for the named executive officers is at approximately the 75th percentile of the Food Industry Comparison Group. This is primarily due to the fact that the SVA Multiple was 2.11 for fiscal 2010, which resulted in a SVA Bonus Declared that was substantially higher than the SVA Target Payout.

Each participant in the SVA Plan has a “bonus bank”, to which the SVA Bonus Declared for a fiscal year is credited. For each applicable fiscal year, the bonus bank is increased by the amount of any positive SVA Bonus Declared or decreased by the amount of any negative SVA Bonus Declared. A negative SVA Bonus Declared occurs for any given fiscal year when the SVA at the end of the fiscal year is less than the threshold established by the Compensation Committee. A positive SVA Bonus Declared occurs for any given fiscal year when the SVA at the end of the fiscal year is more than the threshold established by the Compensation Committee. Each year the Compensation Committee specifies the amount of a positive SVA Bonus

Declared that will be paid to each participant up to a maximum amount as explained below. The amounts that remain in the bonus bank are subject to reduction for subsequent years in which our SVA at the end of the fiscal year is less than the SVA at the beginning of the fiscal year (i.e., a negative SVA Bonus Declared). If at the end of each fiscal year a balance remains in the bonus bank, then 33% of such balance is paid out to participants.

After the end of each applicable fiscal year, after first crediting the participant’s bonus bank with the SVA Bonus Declared (which, as discussed above, may be positive or negative), we pay each participant a bonus equal to the sum of (a) the participant’s SVA Bonus Declared, if positive (but not exceeding a maximum amount set by the Compensation Committee, which for fiscal 2010 was equal to the Target SVA Payout), plus (b) 33% of the participant’s remaining bonus bank balance as of the payment date. This amount is referred to as the “Bonus Paid”. If the amount in a participant’s bonus bank prior to determining the Bonus Paid is less than the participant’s SVA Bonus Declared for a given fiscal year, the entire amount of the participant’s bonus bank will be paid to the participant.

For fiscal 2010, the Compensation Committee adopted SVA Administrative Guidelines that provide that the maximum amount that can be paid to an SVA participant for fiscal 2010 is 100% of the participant’s target bonus for fiscal 2010 (the Target SVA Payout), plus 33% of the participant’s remaining bonus bank balance as of the payment date.

The primary reason for the bonus bank feature is to incentivize management to build value over the long term by linking incentive compensation from year to year. Thus, each fiscal year the Compensation Committee specifies the amount of the SVA Bonus Declared from an improved SVA year that will be added to the bonus bank where it will be subject to reduction for subsequent fiscal years in which SVA at the end of such fiscal year is less than the SVA at the beginning of such fiscal year, or where it may be paid out over time in the event of subsequent years in which SVA improves.

Since our company’s actual SVA improvement for fiscal 2010 generated a SVA Multiple of 2.11 (meaning that the SVA Bonus Declared was 2.11 times the participants’ Target SVA Payout), a portion of the SVA Bonus Declared was held back in the bonus bank. If in future years there is a negative SVA Bonus Declared, then the bonus bank will be decreased by the amount of such SVA Bonus Declared pursuant to the terms of the SVA Plan.

A participant’s bonus bank is subject to forfeiture in the event of such participant’s voluntary termination or termination by us for “cause” (as defined in the SVA Plan). If such participant’s termination occurs after our fiscal year end but before amounts earned under the SVA Plan are paid, then the forfeited amounts will either be paid to other participants on a pro rata basis or distributed at the discretion of the Compensation Committee.

A participant’s bonus bank will be paid to a participant following a participant’s death, “disability”, “retirement” or termination by us other than for “cause” (as those terms are defined in the SVA Plan). In any such event, the participant’s bonus bank will be considered vested and earned and will be credited as of the end of the fiscal year in which the termination occurs, with his or her pro-rata portion of incentive compensation that is required to be put in bonus bank, as determined in accordance with the SVA Plan. Following the date that our company pays out incentive compensation for the fiscal year in which the termination occurs, the full amount of a participant’s bonus bank (if a positive balance then exists) will be considered vested and earned as of the termination date and will be paid by our company to the former participant, or in the event of his or her death, to his or her estate or designated beneficiary. At the discretion of the Compensation Committee, any incentive compensation payments that are owed to a former participant that was terminated by us other than for cause or by the participant may be subject to a requirement that the former participant execute a release of claims against the company.

The SVA Plan defines a “change in control” as the later of: (a) the date on which no shares of our company’s Class A Stock remain outstanding; and (b)(i) a change in the ownership of our company, (ii) a change in the effective control of our company or (iii) a change in the ownership of a substantial portion of the assets of our company (each of (i)-(iii) as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). In the event of a change in control during a fiscal year, at the end of that fiscal year the amount of incentive compensation for the fiscal year will be determined and credited to a participant’s bonus bank, assuming that the targeted SVA goal for the fiscal year had been achieved. The amount of incentive compensation credited is determined by pro-rating it for the actual number of days in the fiscal year before the change in control. The incentive compensation that is actually paid out will equal one hundred percent (100%) of the participant’s bonus bank after such pro-rated incentive compensation is credited, and it will be paid at the effective time of the change in control.

Activity for each of the named executive officers in the SVA Plan for fiscal 2010 was as follows:

SVA Plan Activity for Fiscal Year 2010⁽¹⁾

										Bonus								Additional
		Bonus Bank								Bank								Payout (33%				Total				Remaining
		at Beginning				SVA				Prior to				Payout of				of				Fiscal 2010				Amount in
		of Fiscal				Bonus				2010				SVA Target				Remaining				SVA Bonus				Bonus
Name		2010				Declared				Payouts				Bonus				Bonus Bank)				Payout				Bank
Jeffrey T. Sanfilippo		$	48,893			$	492,739			$	541,632			$	233,526			$	101,675			$	335,201			$	206,431
Michael J. Valentine		$	48,893			$	492,739			$	541,632			$	233,526			$	101,675			$	335,201			$	206,431
Jasper B. Sanfilippo, Jr.		$	48,893			$	492,739			$	541,632			$	233,526			$	101,675			$	335,201			$	206,431
James A. Valentine		$	40,752			$	389,441			$	430,193			$	184,569			$	81,056			$	265,625			$	164,568
Walter R. Tankersley		$	33,736			$	319,281			$	353,017			$	151,318			$	66,561			$	217,879			$	135,138

Equity Awards Under the 2008 Plan. As described under “Security Ownership of Certain Beneficial Owners and Management” the Management Team, and the 13D “groups” to which they belong, have a large ownership interest in our company. The Compensation Committee recognizes that the Management Team’s large equity holdings in our company have resulted in aligning the Management Team’s interests with those of our stockholders. The Compensation Committee believes that this alignment is beneficial to our company and therefore it annually grants equity awards to all of our executive officers, including members of the Management Team. However, in part because of the Management Team’s large pre-existing equity ownership of our company, grants of equity awards to the named executive officers were not considered to be a key component of compensation in fiscal 2010 and as such, the awards were below the 50th percentile of the Food Industry Comparison Group.

In the event of termination of employment by resignation or for cause, all unexercised option awards or unvested RSUs are forfeited as of the termination date. In the event of termination by reason of death, option awards, to the extent exercisable, may be exercised at any time within one year after the date of death, and RSUs will vest on a prorated basis. In the event of termination by reason of retirement under the provisions of a retirement plan, option awards, to the extent exercisable, may be exercised within 90 days after the date of retirement or one year after the date of retirement if the grantee died during the 90-day period. In the event of termination by reason of permanent disability, option awards, to the extent exercisable, may be exercised within one year after the termination date, and RSUs will vest on a prorated basis. Provided that our company does not give notice to stock award grantees of its intent to cancel all unexercised awards as of the date of a “change in control” (as defined in the 2008 Plan), all unexercised awards may be exercised commencing on the date of a change in control. Once awarded, equity awards cannot be modified in any other respect. Awards of stock options or stock appreciation rights are limited to 100,000 shares annually, and awards of Common Stock, restricted stock, or RSUs are limited to 50,000 shares annually.

In fiscal 2010, members of the Executive Committee, including Management Team members, were each granted 3,000 to 4,000 RSUs that vest after three years. In deciding the number of RSUs to grant an Executive Committee member in fiscal 2010, the Compensation Committee considered the number of equity awards granted to each Executive Committee member in the preceding fiscal year and the responsibilities of each executive officer. However, due to the Management Team’s collaborative approach to management, each member of the Executive Committee (including each of the Management Team members) was granted a similar number of RSUs. The Compensation Committee historically approves the number of equity awards to be granted for any given fiscal year at the second Compensation Committee meeting held during the fiscal year (typically, in October or November). Beginning in fiscal 2007, annual equity award grant dates are set on the 10th business day after the grant approval date — this date was chosen for administrative, compliance and governance reasons. For the fiscal 2010 RSU award grant, the Compensation Committee approved the grant on October 27, 2009, with a grant date of November 10, 2009.

In order to enhance our company’s management recruiting abilities, the Compensation Committee authorized the Management Team to, at its discretion, grant up to 1,500 equity awards to each new management hire. The Compensation Committee is informed of these grants, if any, for a particular fiscal year on the date of the first Compensation Committee meeting that is held in the succeeding fiscal year. These grants are approved for issue at the employment start date with the grant date being the 10th business day following the employment start date, and the exercise price is the closing price on the NASDAQ Global Market on the grant date. In fiscal 2010, the Management Team awarded equity grants to two new hires, both of whom are not named executive officers. In future years, it is possible that the Management Team could grant equity awards to a new hire who could become a named executive officer in that same fiscal year when his or her employment started or in future fiscal years.

Stock Ownership Guidelines. Due to the significant equity interests of the Sanfilippo and Valentine families in our company, the company has not established stock ownership guidelines for executive officers.

Company-Provided Benefits

In addition to the direct compensation described above, our company offers certain other benefits to our executive officers, including the named executive officers. At this time, our company does not maintain any employment agreements with its employees.

Life Insurance. We provide the named executive officers with life insurance.

Company-Sponsored Retirement Plans. Our company offers retirement plans for eligible employees, as follows:

          401(k) Plan. The company’s 401(k) Plan is a tax-qualified defined-contribution retirement plan. All non-union, salaried employees who are 21 years of age or older and have completed one year of service, including the named executive officers, are eligible to participate in our 401(k) Plan. All participants in our 401(k) Plan may receive company matching contributions of 50% of the employee’s contribution; however, the match may not exceed 4% of an employee’s salary. The Compensation Committee may approve an additional match of up to 2% of an employee’s salary subject to the 50% limitation. The Compensation Committee approved this additional 2% matching contribution in fiscal 2010. Our company contributed $28,760 as matching funds under the 401(k) Plan for fiscal 2010 for the named executive officers as a group.

          SERP. On August 2, 2007 the CNG Committee approved a restated SERP for certain named executive officers and key employees of our company. The restated SERP changes the plan adopted on August 25, 2005 to, among other things, clarify certain actuarial provisions and incorporate new Internal Revenue Service (“IRS”) requirements. The current SERP participants are Jasper B. Sanfilippo and Mathias A. Valentine, as former employees, members of the Management Team and James A. Valentine. The purpose of the SERP is to provide unfunded, non-qualified deferred compensation benefits to participants upon retirement, disability or death. The Compensation Committee believes that the SERP is a useful tool in motivating employees that are key to our company’s success and helps to ensure that the benefits provided by our company are competitive with the market. The current plan participants were chosen by our CNG Committee (prior to the creation of a separate Compensation Committee) based upon numerous factors, including the participant’s seniority, role within our company, and demonstrated commitment and dedication to our company. Participants with at least five years of employment with us are eligible to receive monthly benefits from the SERP after separating from service with our company, provided such participant’s employment is not terminated for “cause” (as defined in the SERP).

Perquisites. Our company provides a minimal amount of perquisites to the named executive officers, including members of the Management Team. The perquisites provided in fiscal 2010 were credit card memberships, travel expenses for spouses on business trips, and personal use of company vehicles or a direct car allowance. We have provided additional information on perquisites in the table entitled “Perquisites and Other Personal Benefits.”

Fiscal 2011 and Beyond—Evolving Compensation Philosophy

The SVA Plan was expanded during fiscal 2010 to include virtually all salaried employees of our company. Currently, there are over 180 participants in the SVA Plan. The Compensation Committee believes that expanding participation in the SVA Plan will help our company improve its financial performance and more effectively manage its working and fixed capital. For fiscal 2011, each SVA Plan participant will have a Salary Percentage ranging from 5% to 70% of the participant’s base salary.

For fiscal 2010, members of the Management Team were paid substantially similar compensation amounts for the same reasons as described above. See “Overview of Fiscal 2010 Executive Compensation Program” above. The Compensation Committee has determined that, while it will continue to support a collaborative approach to management, certain distinctions may be made in the compensation of members of the Management Team to more closely align their compensation with their evolving specific roles.

Policy With Respect to Qualifying Compensation for Tax Deductibility and Accounting Matters

Our company’s ability to deduct compensation paid to covered employees (as defined in the Section 162(m) of the Code (“Section 162(m)”), including certain named executive officers, for tax purposes is generally limited by Section 162(m) to $1.0 million annually. However, this limitation does not apply to performance-based compensation if certain conditions are satisfied. We view preserving the tax deductibility of compensation, pursuant to Section 162(m), as an important objective, but not the only objective, in establishing executive compensation. The Compensation Committee has taken appropriate actions to preserve the tax deductibility, pursuant to Section 162(m), of performance-based compensation granted to covered employees.

The Compensation Committee reviews projections of the estimated accounting (pro forma expense) and tax impacts of all material elements of the executive compensation program. Generally, the accounting expenses are accrued over the requisite service period of the particular pay element (generally equal to the performance period) and our company realizes a tax deduction upon the payment to or realization by the executive. We account for our equity awards under FASB ASC Topic 718 and we use the Black-Scholes option pricing formula for determining the “grant date fair value” of our stock options at grant.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation

The Summary Compensation Table provides the total compensation for the last three completed fiscal years for each of our company’s named executive officers.

The Summary Compensation Table is formatted in accordance with Item 402(c) of Regulation S-K and shows base salary, bonus, equity based awards (consisting of RSUs and stock options), non-equity incentive compensation and all other compensation, which includes, among other things, the value of perquisites and 401(k) contributions (see the table below entitled “Perquisites and Other Personal Benefits for Fiscal Year 2010”). The Summary Compensation Table also includes a column titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” – for certain of our company’s named executive officers, this column includes only the change in value of our company’s SERP (see footnote (5)), which is an actuarial estimate of the cost of benefits.

Summary Compensation Table for Fiscal Year 2010

																										Change in
																										Pension
																										Value and
																						Non-				Nonqualified
																						Equity				Deferred				All
																						Incentive				Compensa-				Other
Name and Principal														Option				Stock				Compen-				tion				Compen
Position		Year				Salary				Bonus(1)				Awards(2)				Awards(3)				sation(4)				Earnings(5)				-sation(6)				Total
Jeffrey T. Sanfilippo			2010			$	333,608			$	98,548			$	—			$	54,720			$	394,191			$	147,076			$	12,102			$	1,040,245
Chief Executive Officer			2009			$	306,619			$	57,522			$	—			$	19,200			$	230,086			$	26,884			$	10,188			$	650,499
			2008			$	286,941			$	40,510			$	35,587			$	—			$	155,490			$	19,490			$	11,362			$	549,380
Michael J. Valentine			2010			$	333,608			$	98,548			$	—			$	54,720			$	394,191			$	188,337			$	20,331			$	1,089,735
Chief Financial Officer,			2009			$	306,619			$	57,522			$	—			$	19,200			$	230,086			$	38,384			$	9,431			$	661,242
Group President and			2008			$	286,941			$	40,510			$	35,587			$	—			$	155,490			$	27,059			$	23,501			$	569,088
Secretary
Jasper B. Sanfilippo, Jr.			2010			$	333,608			$	98,548			$	—			$	54,720			$	394,191			$	101,236			$	18,131			$	1,000,434
Chief Operating Officer,			2009			$	306,619			$	57,522			$	—			$	19,200			$	230,086			$	12,478			$	12,670			$	638,575
President and Assistant			2008			$	286,941			$	40,510			$	35,587			$	—			$	155,490			$	9,843			$	15,557			$	543,928
Secretary
James A. Valentine			2010			$	307,615			$	—			$	—			$	41,040			$	389,441			$	136,010			$	13,034			$	887,140
Chief Information			2009			$	298,157			$	—			$	—			$	16,000			$	239,718			$	22,650			$	8,553			$	585,078
Officer			2008			$	286,941			$	40,510			$	35,587			$	—			$	155,490			$	16,814			$	10,378			$	545,720
Walter R. Tankersley			2010			$	252,197			$	—			$	—			$	41,040			$	319,281			$	—			$	16,870			$	629,388
Senior Vice President			2009			$	246,826			$	—			$	—			$	16,000			$	198,448			$	—			$	14,554			$	475,828
of Industrial Sales			2008			$	239,466			$	—			$	35,587			$	—			$	162,358			$	—			$	13,269			$	450,680

Perquisites and Other Personal Benefits for Fiscal Year 2010

						Personal
						and Family								401(k)				Executive Life				Car
Name		Year				Travel(4)				Memberships(4)				Match(1)(4)				Insurance(2)(4)				Allowance(3)(4)
Jeffrey T. Sanfilippo			2010			$	1,164			$	350			$	6,898			$	1,538			$	2,152
			2009			$	360			$	300			$	6,986			$	944			$	1,598
			2008			$	1,525			$	385			$	5,734			$	1,104			$	2,614
Michael J. Valentine			2010			$	3,639			$	400			$	7,079			$	1,918			$	7,295
			2009			$	846			$	400			$	1,329			$	944			$	5,912
			2008			$	2,653			$	350			$	7,862			$	1,104			$	11,532
Jasper B. Sanfilippo, Jr.			2010			$	2,470			$	350			$	—			$	1,311			$	14,000
			2009			$	4,000			$	400			$	1,329			$	941			$	6,000
			2008			$	260			$	350			$	7,847			$	1,100			$	6,000
James A. Valentine			2010			$	175			$	—			$	5,321			$	1,538			$	6,000
			2009			$	—			$	—			$	1,577			$	976			$	6,000
			2008			$	—			$	—			$	3,263			$	1,115			$	6,000
Walter R. Tankersley			2010			$	—			$	—			$	9,462			$	408			$	6,000
			2009			$	—			$	—			$	7,109			$	445			$	6,000
			2008			$	—			$	—			$	6,741			$	528			$	6,000

Company-Sponsored Retirement Plans

The purpose of the SERP is to provide the Management Team and James A. Valentine (collectively, the “SERP Future Participants”) with a meaningful retirement benefit that is not available to these executives under our company’s 401(k) plan. The SERP is an unfunded plan. If a participant in the SERP, after serving our company for at least five years, separates from service to our company at or after the age of 65, benefits will be payable to the participant for life. Monthly installments will be paid at a rate equal to (a) one-twelfth (1/12th) of 50% of the participant’s highest consecutive five year average annual base salary and bonus earned during the participant’s final 10 years of service, multiplied by (b) the number of full years the participant was employed by the company divided by the greater of (i) 20 or (ii) the number of full years the participant would have been employed if he had been employed by the company from his hire date through attainment of age 65 (which quotient shall not exceed 1.0). In the event that the participant’s benefits commence after he turns 65 years old, the participant’s benefit as otherwise computed under the SERP shall be adjusted for the time value of money (interest only) from age 65 to his age at actual retirement. If the participant has a beneficiary (the existence of a beneficiary is determined at the time the benefits commence), the benefits will be in the form of a joint and 100% contingent annuitant benefit, which is the actuarial equivalent of the participant’s life-only benefit. If a participant separates from service to our company prior to the age of 65 and has achieved 10 years of service to us, certain reduced early retirement benefits may be available. All of the named executive

officers eligible to participate in the SERP have already achieved 10 years of service to us, but none are the age of 65 or older. Payments under the SERP are subject to a deduction for social security and other offset amounts. The SERP participants are responsible for their portion of such payments.

The present value of the accumulated benefits for each of the executive officers in the table below is based upon the following: (a) in determining the number of years of credited service at retirement age, the retirement age is 60 — 65 years old; (b) the annual retirement payment is 50% of the executive’s current compensation; (c) the discount rate is 5.61%; and (d) the IRS 2002 Mortality Table Post-retirement was used to determine life expectancy after the retirement date. A further discussion of the assumptions used in calculating the amounts shown in the table below can be found in Note 12 to our audited consolidated financial statements for the year ended June 24, 2010, included in our Annual Report on Form 10-K filed with the Commission on August 26, 2010.

Pension Benefits Table for Fiscal Year 2010

				Number of Years of
				Credited Service				Present Value of				Payments During
Name & Position(1)		Plan Name		(#)(2)				Accumulated Benefits				Last Fiscal Year
Michael J. Valentine, CFO		Supplemental Retirement Plan			23			$	564,388			$	0
Jeffrey T. Sanfilippo, CEO		Supplemental Retirement Plan			19			$	404,725			$	0
James A. Valentine, CIO		Supplemental Retirement Plan			24			$	387,696			$	0
Jasper B. Sanfilippo, Jr., COO		Supplemental Retirement Plan			19			$	248,229			$	0

Grants of Plan-Based Awards

Our company’s plan-based awards for certain executives, including the named executive officers, consists of equity-based awards (RSUs and stock options) under our 2008 Plan and non-equity incentive compensation payments under our SVA Plan. The following table provides fiscal 2010 information for the named executive officers’ equity based awards under our 2008 Plan and non-equity incentive compensation payments under our SVA Plan. Under the terms of the SVA Plan, the Compensation Committee may adjust 20% of the incentive compensation payments to the Management Team either upward or downward based upon the individual performance of each member of the Management Team. With respect to awards of RSUs under our company’s 2008 Plan, the table below includes the grant date of each award, the number of RSUs granted, the closing price of our company’s Common Stock on the date of grant and the grant date fair value of the RSUs.

																																		All Other
																																		Equity								Grant
						Compen-																												Based				Closing				Date Fair
						sation				Estimated Future Payouts Under												Estimated Future Payouts												Awards:				Price on				Value of
						Committee				Non-Equity Incentive Plan												Under Equity Incentive												Number				Grant				Equity
		Grant				Approval				Awards(2)												Plan Awards												of Units				Date				Based
Name		Date(1)				Date				Threshold $				Target $				Maximum $				Threshold #				Target #				Maximum #				(#)				($/Share)				Awards ($)(3)
Jeffrey T. Sanfilippo			11/10/2009				10/27/2009				—				—				—				—				—				—				4,000				13.68				54,720
			10/27/2009				—				—				186,820				—				—				—				—				—				—				—
Michael J. Valentine			11/10/2009				10/27/2009				—				—				—				—				—				—				4,000				13.68				54,720
			10/27/2009				—				—				186,820				—				—				—				—				—				—				—
Jasper B. Sanfilippo, Jr.			11/10/2009				10/27/2009				—				—				—				—				—				—				4,000				13.68				54,720
			10/27/2009				—				—				186,820				—				—				—				—				—				—				—
James A. Valentine			11/10/2009				10/27/2009				—				—				—				—				—				—				3,000				13.68				41,040
			10/27/2009				—				—				184,569				—				—				—				—				—				—				—
Walter R. Tankersley			11/10/2009				10/27/2009				—				—				—				—				—				—				3,000				13.68				41,040
			10/27/2009				—				—				151,318				—				—				—				—				—				—				—

Outstanding Equity Awards

The following table provides information on outstanding equity-based awards held by the named executive officers as of June 24, 2010. For stock options, the table shows the number of options that a named executive officer holds (both exercisable and unexercisable), the options’ exercise price and the options’ expiration date. None of the named executive officers exercised stock options in fiscal 2010. For RSUs, the table shows the number of RSUs that have not vested and their market value.

Outstanding Equity Awards at Fiscal Year End 2010

		Option Awards																Stock Awards
		Number of				Number of												Number				Market
		Securities				Securities												of Units				Value of
		Underlying				Underlying												That				Units That
		Unexercised				Unexercised				Option				Option				Have Not				Have Not
		Options (#)				Options (#)				Exercise				Expiration				Vested				Vested
Name		Exercisable				Unexercisable				Price ($)				Date				(#)(3)				($)(4)
Jeffrey T. Sanfilippo			3,500				—				20.306				8/29/2010
			2,625				875	(1)			10.990				9/22/2011
			1,750				1,750	(1)			7.950				11/19/2017
																			7,000				106,050
Michael J. Valentine			3,500				—				20.306				8/29/2010
			2,625				875	(1)			10.990				9/22/2011
			1,750				1,750	(1)			7.950				11/19/2017
																			7,000				106,050
Jasper B. Sanfilippo, Jr.			3,500				—				20.306				8/29/2010
			2,625				875	(1)			10.990				9/22/2011
			1,750				1,750	(1)			7.950				11/19/2017
																			7,000				106,050
James A. Valentine			3,500				—				20.306				8/29/2010
			2,625				875	(1)			10.990				9/22/2011
			1,750				1,750	(1)			7.950				11/19/2017
																			5,500				83,325
Walter R. Tankersley			1,900				—				5.050				1/3/2012
			5,000				—				6.950				8/23/2012
			5,000				—				16.420				9/2/2013
			5,000				—				18.030				10/29/2014
			3,500				—				18.460				8/29/2015
			2,625				875	(2)			9.990				9/22/2016
			1,750				1,750	(1)			7.950				11/19/2017
																			5,500				83,325

Expiration Date		Grant Date
8/29/2010			8/29/2005
9/22/2011			9/22/2006
11/19/2017			11/19/2007

Expiration Date		Grant Date
1/3/2012			1/3/2002
8/23/2012			8/23/2002
9/2/2013			9/2/2003
10/29/2014			10/29/2004
8/29/2015			8/29/2005
9/22/2016			9/22/2006

Other SERP Payments

Under the SERP, amounts for which appear in the Pension Benefits Table for Fiscal Year 2010 above, the SERP Future Participants may receive post employment payments at the termination of their employment with us by reasons including, other than for “cause” (as defined in the SERP), retirement, disability or death and if the participant has at least five years of employment with our company. Upon a termination for cause, all benefit rights under the SERP will terminate and be forfeited. Pursuant to the terms of the SERP, the employment of a participant shall be deemed to have been terminated for cause by our company if a participant has: (a) engaged in one or more acts constituting a felony, or involving fraud or serious moral turpitude; (b) willfully refused (except by reason of incapacity due to accident or illness) to perform substantially all of his duties, provided that such refusal shall have resulted in demonstrable material injury to our company or its subsidiaries; or (c) willfully engaged in gross misconduct materially injurious to our company. If a SERP Future Participant separates from our company on or after the age of 65 (other than for cause), that SERP Future Participant will receive the full benefit under the formula described before the Pension Benefits Table for Fiscal Year 2010. If a SERP Future Participant separates from our company before the age of 65 (other than for cause), has attained the age of 55 and has been credited with at least 10 years of employment at the time of termination of employment, that SERP Future Participant will receive the actuarial equivalent of the age 65 benefit, to be paid as soon as feasible on or after the participant’s attainment of the age of 55. If a SERP Future Participant separates from our company before age 65 and has not been credited with at least 10 years of employment, that SERP Future Participant’s benefits may not commence until the attainment of the age of 65. All SERP Future Participants have already been credited with at least 10 years of employment to our company. As all SERP Future Participants are deemed “specified employees” under Section 409(A) of the Code, benefits will not be paid until the date that is six months after the effective date of termination of employment. In the event that termination of

employment was the result of long-term disability, the benefits shall be reduced to the extent of any benefits received under our company’s long-term disability plan and until such time that benefits under the long-term disability plan cease.

If the present lump sum actuarial equivalent value of the benefits under the SERP on the benefit commencement date is less than or equal to $50,000, then such benefits will be paid to the participant or the participant’s beneficiary in a single lump sum distribution. If a participant does not have a beneficiary on the date benefits commence, benefits will cease upon the participant’s death. If both the participant and the participant’s beneficiary die before the benefits commencement, all entitlement to benefits will terminate.

So long as a participant is not terminated for cause, and has fulfilled the conditions precedent to payment as described above, a participant is entitled to payment pursuant to the SERP. Other than as described above, there are no material conditions or obligations applicable to the receipt of payments or benefits under the SERP, such as a requirement to enter into non-compete, non-solicitation, non-disparagement or confidentiality agreements.

Certain Insurance Policy Arrangements

We provided benefits in the form of paying premiums on certain insurance policies (the “Policies”) that cover the lives of our former Chief Executive Officer, Jasper B. Sanfilippo and our former President, Mathias A. Valentine (collectively, the “Former Officers”), and their respective spouses. The Policies were obtained by the Former Officers while they were serving as executive officers of the company. The Policies were previously owned by several trusts created by the Former Officers. On December 31, 2003, the trusts, the Former Officers, their spouses and our company entered into the Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement, which assigned the Policies to our company. As a result of this assignment, our company received all incidents and benefits of ownership in the Policies, including all rights to the accumulated cash surrender values of the Policies. Generally, upon the death of the insured the company is entitled to receive reimbursement of all premiums paid, and the trusts created by Messrs. Sanfilippo and Valentine are entitled to receive any remaining death benefit.

In fiscal 2010, Mr. Sanfilippo received an insurance gross up benefit of $6,995 relating to his life insurance policies, and the company paid life insurance premiums of $30,000. In fiscal 2010, Mr. Valentine received an insurance gross up benefit of $25,423 relating to his life insurance policies, and the company paid life insurance premiums of $15,000.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviews and makes recommendations to the Board of Directors with respect to the salaries, equity grants (such as RSUs or stock options), incentive compensation (such as the SVA Plan) and other compensation of executive officers and non-management directors (management directors are not separately compensated for their service as directors). The duties and procedures of the Compensation Committee are explained in greater detail in the Compensation Committee subsection of the Corporate Governance section and the Compensation Discussion and Analysis section of this Proxy Statement.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement in accordance with Item 407(e)(5) of Regulation S-K.

Respectfully submitted by all of the members of the Compensation Committee of the Board of Directors.

Timothy R. Donovan, Chairman
Governor Jim Edgar
Daniel M. Wright

The information contained in the preceding report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

PERFORMANCE GRAPH

The graph below compares our cumulative five-year total stockholder return on our Common Stock with the cumulative total returns of the S&P 500 Index, the Russell 2000 Consumer Staples Index, the Russell 2000 Index, and a customized peer group of four companies that includes: J & J Snack Foods Corp., Lance, Inc., Sensient Technologies Corp. and Tootsie Roll Industries, Inc. (the “Peer Group”). Effective as of this Proxy Statement, we have replaced the S&P 500 Index with the Russell 2000 Index as our broad equity market index because the Russell 2000 Index is a better indicator than the S&P 500 Index with respect to comparing our stock performance to companies of comparable market capitalization; however, we are required to include and compare the S&P 500 Index for fiscal 2010 due to its replacement. Similarly, effective as of this Proxy Statement, we have replaced the Peer Group with the Russell 2000 Consumer Staples Index (which is a published industry index with similar market capitalizations) because of the (i) differences in market capitalization among the Peer Group members and our market capitalization, (ii) small number of members in the Peer Group, and (iii) difficulties in maintaining the Peer Group due to acquisitions/divestitures; however, we are required to include and compare the Peer Group for fiscal 2010 due to its replacement. The graph tracks the performance of a $100 investment in our Common Stock, in each index and in the Peer Group (with the reinvestment of all dividends) from June 30, 2005 to June 24, 2010.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among John B. Sanfilippo & Son, Inc., the S&P 500 Index, the Russell 2000 Index,
the Russell 2000 Consumer Staples Index and a Peer Group

Indexes calculated on month-end basis.

Copyright© 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

The information contained in the preceding performance graph shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

REVIEW OF RELATED PARTY TRANSACTIONS

Our company has adopted a formal written policy governing the review and approval of related party transactions. Our policy defines a transaction as any financial or other transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) and any amendment thereto in which the amount involved exceeds $120,000. A related party is defined as (a) any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of our company, (b) any nominee for election as a director of our company, (c) any beneficial owner of more than 5% of the voting securities of our company, (d) any immediate family member of any of the foregoing persons or (e) any entity in which any of the foregoing persons has or will have a direct or indirect material interest. In accordance with this policy, our Audit Committee, which is comprised solely of independent directors, must review all such transactions, and may approve related party transactions if it determines that the transactions are on overall terms, including levels of service and quality, that are at least as favorable to the company as could be obtained from unaffiliated parties. In connection with any proposed related party transaction, our company prepares documents for the Audit Committee’s review outlining the reasons why our company wishes to enter into the proposed transaction and any other relevant information, including competitive bids. As a condition to approving or ratifying any related party transaction, or with respect to any category of related party transactions covered by the policy, the Audit Committee may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing related party transactions. In addition, our Board of Directors, at its election, may designate a special committee of independent directors to review and approve related party transactions. Our Audit Committee, or any special committee that is designated, may engage advisors to assist it in making the required evaluation of the terms of the proposed transactions. The policy also grants the Audit Committee discretion to impose sanctions on a related party that fails to notify the Audit Committee in advance of a transaction governed by the policy.

Lease Arrangement

As first discussed in the fiscal 2006 proxy, the company’s Board of Directors appointed an independent board committee to explore alternatives that would expedite our company’s facility consolidation project. The independent committee explored alternatives with respect to the company’s existing leases for properties owned by two related party partnerships. These two partnerships, the 300 East Touhy Limited Partnership (the “Touhy Partnership”) and the Arthur/Busse Limited Partnership (the “Busse Partnership”) each had the following limited partners: Jasper B. Sanfilippo and Mathias A. Valentine (both of whom are stockholders and directors of our company), their respective spouses (Marian Sanfilippo and Mary Valentine), Anne Karacic and Rose Laketa (sisters of Mr. Sanfilippo), Rosalie Sanfilippo (Mr. Sanfilippo’s mother) and for the Touhy Partnership only, Rita Zadurski (Ms. Laketa’s daughter).

Our company sold and leased back its facility located in Selma, Texas to the Busse Partnership and the Touhy Partnership in September 2006. Subsequently, in January 2007, the Busse Partnership and the Touhy Partnership merged to form Selma Investments, LLC. The following individuals are currently members of Selma Investments, LLC: Jasper B. Sanfilippo and Marian Sanfilippo (together, 25% owners), Mathias A. Valentine and Mary Valentine (together, 25% owners), Anne Karacic (25% owner), Rose Laketa (24.13% owner) and Rita Zadurski (0.87% owner). We acquired the Selma, Texas facility in 1992. The sale price of the Selma facility in September 2006, which was determined by Joseph J. Blake and Associates, Inc., an independent appraiser, was $14.3 million. The term of the lease is 10 years with three five year renewal options. Our company’s lease payment is fixed at $109,052 per month through the fifth anniversary date, at which time a lease payment adjustment will be made based on a Consumer Price Index Factor. This lease payment is based on $4.00 per rentable square foot, which was determined to be the fair market value of such space. The total amount paid under the lease in both fiscal 2010 and fiscal 2009 was $1,308,624. The lease payments for each of the five year renewal options are subject to an adjustment based on the prevailing market rate for similar property. Our company has the option to purchase the facility commencing on the fifth anniversary of the lease agreement and this option is irrevocable through any of the renewal periods. The purchase price shall be the greater of $14.3 million or 95% of the fair market value of the facility. Our company also has a right of first refusal, allowing it to match any offer that may be made on the leased premises from a third party.

All transactions relating to the lease arrangements were reviewed and approved by the Audit Committee.

Supplier and Other Arrangements

The related party transactions outlined below have been reviewed, approved, ratified or otherwise determined to be outside the scope of our company’s related person transaction policy by our Audit Committee, as more specifically described below.

During fiscal 2010, we purchased approximately $10.96 million of packaging and $40,000 of equipment, supplies and services from Clear Lam Packaging, Inc. (“Clear Lam”). During fiscal 2009, we purchased approximately $11.79 million of packaging and $30,000 of equipment, supplies and services from Clear Lam. During fiscal 2008 we purchased approximately $9.34 million of packaging and $82,000 of equipment, supplies and services from Clear Lam.

In the past (including during fiscal 2008-2010), our company has purchased packaging from Clear Lam on behalf of, and at the direction of, certain of our company’s contract packaging customers. The Audit Committee has determined that such purchases fall outside the scope of our company’s related person transaction policy and do not require the Audit Committee’s approval, so long as our company is not involved in selecting Clear Lam as the film supplier or negotiating the price or terms of the purchases. Accordingly, during fiscal 2010, 2009, and 2008, the Audit Committee did not approve purchases from Clear Lam on behalf of its contract packaging customers, which comprised $3.85 million, $3.56 million and $3.10 million, respectively.

Also in the past (including during fiscal 2008-2010), our company purchased plastic bowls from Clear Lam that are manufactured using custom-made tooling. With the input of a consultant that the Audit Committee directly engaged to assist it in reviewing proposed related party transactions for fiscal 2011, the Audit Committee ratified past bowl purchases from Clear Lam. During fiscal 2010, 2009 and 2008, plastic bowl purchases from Clear Lam comprised $200,000, $414,000 and $156,000, respectively, and such purchases were included in the Audit Committee’s ratification.

Currently, James J. Sanfilippo and John E. Sanfilippo (children of Jasper and Marian Sanfilippo) each own 6.77% of Clear Lam. The remainder of Clear Lam is owned by a trust, the equal beneficiaries of which are the children of Jasper and Marian Sanfilippo (including Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, who are both executive officers and directors of our company). Jasper B. Sanfilippo, a stockholder and director of our company, serves as a director of Clear Lam. The five children of Jasper B. Sanfilippo (including Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, who are both executive officers and directors of our company) are directors of Clear Lam.

During fiscal 2009, we purchased approximately $295,000 of raw materials and supplies from JRC Color Corp. (“JRC”). During fiscal 2009 JRC was owned two-thirds by Jerome Evon, the son-in-law of Jasper B. Sanfilippo at the time of transactions. During part of fiscal 2008, JRC was one-third owned by Jerome Evon. The Audit Committee reviewed and approved this transaction.

During fiscal 2010, we compensated Roseanne Christman, Director of Corporate Marketing – Private Brands. Ms. Christman is the sister-in-law of Timothy R. Donovan, a director of our company. Ms. Christman’s total compensation for fiscal 2010 was $248,732 including $87,446 related to incentive plan compensation and $13,898 related to stock options exercised. Ms. Christman’s total compensation for fiscal 2009 was $196,018 including $53,688 related to incentive plan compensation. The Audit Committee reviewed and approved these transactions.

During fiscal 2009, we compensated Lisa Evon, Senior Business Manager. Ms. Evon is (a) the daughter of Jasper B. Sanfilippo, a director of our company and (b) the sister of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr., directors and executive officers of our company. Ms. Evon’s total compensation for fiscal 2009 was $132,732 including $35,558 related to incentive plan compensation. The Audit Committee reviewed and approved this transaction. Ms. Evon’s total compensation did not exceed $120,000 for fiscal 2010.

During fiscal 2009 and 2010, we compensated Brenda Cannon, Vice President of Innovation & Quality Systems. Ms. Cannon is the wife of Michael G. Cannon, an executive officer of our company. Ms. Cannon’s total compensation for fiscal 2010 was $282,451 including $131,436 related to incentive plan compensation. Ms. Cannon’s total compensation for fiscal 2009 was $222,723 including $81,405 related to incentive plan compensation. The Audit Committee reviewed and approved these transactions.

During fiscal 2010, we compensated Michael G. Cannon, Senior Vice President, Corporate Operations. Mr. Cannon is the husband of Brenda Cannon, an executive officer of our company. Mr. Cannon’s total compensation for fiscal 2010 was $575,428 including $314,149 related to incentive plan compensation. The Audit Committee reviewed and approved this transaction.

PROPOSAL 2: RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm to examine our consolidated financial statements for the fiscal year ending June 30, 2011, and to render other professional services as required, in accordance with our pre-approval policies and procedures described below. The Audit Committee and the Board of Directors, as a matter of company policy, are submitting the appointment of PricewaterhouseCoopers LLP to stockholders for ratification.

If the stockholders do not vote on an advisory basis in favor of the selection of PricewaterhouseCoopers LLP as our company’s Independent Registered Public Accounting Firm, the Audit Committee will reconsider whether to engage PricewaterhouseCoopers LLP but may ultimately determine to engage PricewaterhouseCoopers LLP or another audit firm without re-submitting the matter to stockholders. Even if the stockholders vote in favor of the selection of PricewaterhouseCoopers LLP, the Audit Committee may, in its sole discretion, terminate the engagement of PricewaterhouseCoopers LLP and direct the appointment of another Independent Registered Public Accounting Firm at any time during the year.

Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

Aggregate fees billed by our Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, for audit services related to the most recent two fiscal years, and for other professional services billed in the most recent two fiscal years, were as follows:

Type of Service		2010				2009
Audit Fees(1)		$	630,000			$	610,000
Audit Related Fees(2)			624,244				—
Tax Fees(3)			—				63,000
All Other Fees(4)			2,000				2,000
Total(5)		$	1,256,244			$	675,000

Reports on our Independent Registered Public Accounting Firm’s projects and services are presented to the Audit Committee on a regular basis. The Audit Committee is solely responsible for the engagement of our Independent Registered Public

Accounting Firm. The Audit Committee has established pre-approval policies and procedures in order for our Independent Registered Public Accounting Firm to perform all audit services and permitted non-audit services. These pre-approval policies and procedures allow for either general or specific pre-approval of certain designated services, depending on the type of service. All services not subject to the general pre-approval framework must be specifically pre-approved by the Audit Committee. Under the pre-approval policies and procedures, the Audit Committee may delegate pre-approval responsibilities to its chairman or any other member or members. All of the fees described above were approved by the Audit Committee pursuant to our pre-approval policies and procedures.

The Board of Directors recommends a vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2011.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, as well as persons who are beneficial owners of more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Commission and The Nasdaq Stock Market LLC, and to furnish us with copies of these forms. To our knowledge, based solely on our review of the copies of Forms 3, 4 and 5 submitted to us, we believe there were no instances of noncompliance with the filing requirements imposed by Section 16(a) of the Exchange Act during fiscal 2010 with respect to the foregoing persons.

ANNUAL REPORT ON FORM 10-K

Our annual report on Form 10-K for the fiscal year ended June 24, 2010, has been included in the delivery of this Proxy Statement or is available at http://www.proxydocs.com/JBSS. Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this Proxy Statement and is not to be deemed a part of the proxy soliciting material.

We will provide without charge, upon the written request of any stockholder solicited, a copy of our most recent fiscal year’s annual report on Form 10-K, including the financial statements and the financial statement schedules. Such written request should be directed to:

John B. Sanfilippo & Son, Inc.
Stockholder Annual Report Request
Attn: Corporate Secretary
1703 N. Randall Road
Elgin, Illinois 60123-7820

STOCKHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING

Under the rules of the Commission, if a stockholder wants us to include a proposal in our Internet Notice, proxy statement and form of proxy for presentation at our 2011 annual meeting, the stockholder’s proposal must be received by us at our principal executive offices at 1703 N. Randall Road, Elgin, Illinois 60123-7820 by May 20, 2011. The proposal should be sent to the attention of the Secretary of our company.

If a stockholder intends to present a proposal at the 2011 annual meeting that is not to be included in our company’s proxy materials, the stockholder must comply with the various requirements established in our company’s Bylaws. Among other things, the Bylaws require that the stockholder submit a written notice to the Secretary of our company at the address in the preceding paragraph not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. Thus, any notice must be received at our principal executive offices no later than August 5, 2011, and no earlier than July 6, 2011. However, if the annual meeting date is more than 30 days before or more than 70 days after such anniversary date, notice by stockholders must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us.

NOTICE AND ACCESS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on November 3, 2010. This year, we are again following the Commission’s “Notice and Access” rule. Most stockholders will receive the Internet Notice in lieu of a printed paper copy of our proxy materials. The Internet Notice provides instructions as to how stockholders can access our proxy statement and annual report online at http://www.proxydocs.com/JBSS, describes matters to be considered at the Annual Meeting, and gives instructions as to how shares can be voted. Stockholders receiving the Internet Notice can request a printed paper copy of the proxy materials by following the instructions set forth in the Internet Notice. Should a stockholder need directions to attend the Annual Meeting and vote in person, please call (847) 214-4612.

PROXY SOLICITATION

The Internet Notice will be mailed to stockholders who were not sent the printed proxy materials. The Internet Notice provides details regarding the availability of our full proxy materials, including our proxy statement and our annual report, at the Internet website address http://www.proxydocs.com/JBSS. All stockholders were mailed either the Internet Notice, or the printed proxy materials which include a proxy card. If a stockholder wishes to vote electronically or by telephone, the stockholder should follow the instructions on how to vote electronically or by telephone that are included on the stockholder’s proxy card or Internet Notice.

Proxies will be solicited from stockholders by telephone, Internet and postal mail. Proxies may also be solicited by directors, officers and a small number of our regular employees personally or by mail, telephone, fax or e-mail, but such persons will not be specially compensated for such services. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward the Internet Notice, proxy materials, or any other soliciting material to the beneficial owners of stock held of record by such persons, and we will reimburse them for their expenses in doing so. The entire cost of the preparation and mailing of the Internet Notice and the preparation and mailings of this Proxy Statement and accompanying materials and the related proxy solicitation will be borne by us.

Whether or not a stockholder plans to attend the annual meeting and vote in person, we request that the stockholder read our proxy materials and submit the stockholder’s proxy vote. A stockholder submitting a proxy vote will not affect the stockholder’s right to attend the meeting and vote in person. A stockholder who has given a proxy may revoke it by: (a) delivering a written notice of revocation to our Secretary prior to the exercise of the proxy at the Annual Meeting; (b) duly submitting a subsequent proxy so that it is received by 5:00 p.m. Eastern Time on November 2, 2010; or (c) attending the Annual Meeting and voting in person. Any written notice of revocation should be received by us at 1703 N. Randall Road, Elgin, Illinois 60123-7820, Attention: Secretary, or hand delivered to the Secretary, before the closing of the polls at the Annual Meeting.

OTHER MATTERS

Management does not intend to present, and does not have any reason to believe that others will present, any item of business at the Annual Meeting other than those specifically set forth in the Internet Notice and the notice of the Annual Meeting. However, if other matters are properly presented for a vote, the proxies will be voted for such matters in accordance with the judgment of the persons acting under the proxies.

By Order of the Board of Directors

Elgin, Illinois
September 17, 2010

MICHAEL J. VALENTINE
Secretary

JOHN B. SANFILIPPO & SON, INC.

1703 N. Randall Rd. | Elgin, IL 60123-7820 U.S.A. | P 847.289.1800    F 847.289.1843

www.fishernuts.com | www.jbssinc.com