SENECA FOODS CORPORATION
3736 South Main Street
Marion, New York 14505

July 1, 2017

Dear Shareholder:

You are cordially invited to the 2017 Annual Meeting of Shareholders of Seneca Foods Corporation (the "Company"), to be held on July 28, 2017 at 1:00 PM, Eastern Daylight Time, at the Company's Offices, 3736 South Main Street, Marion, New York 14505.

Information about the Annual Meeting is included in the Notice of Annual Meeting of Shareholders and Proxy Statement which follow.

It is important that your shares of Common and Preferred Stock be represented at the Annual Meeting.  Whether or not you plan to attend the Annual Meeting, I urge you to give your immediate attention to voting.  Please review the enclosed materials, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid envelope.

Very truly yours,

KRAIG H. KAYSER
President and Chief Executive Officer

SENECA FOODS CORPORATION
3736 South Main Street
Marion, New York 14505

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 28, 2017

To the Shareholders:

The 2017 Annual Meeting of Shareholders of Seneca Foods Corporation (the "Company") will be held at the Company's Offices, 3736 South Main Street, Marion, New York 14505, on Friday, July 28, 2017 at 1:00 PM, Eastern Daylight Time, for the following purposes:

1.	To elect three directors to serve until the Annual Meeting of shareholders in 2020 and until each of their successors is duly elected and shall qualify;

2.	To provide an advisory vote on executive compensation;

3.	To provide an advisory vote on the frequency of future advisory votes on executive compensation;

4.	To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018;

5.	To ratify the adoption of the Seneca Foods Corporation Equity Incentive Plan Amendment and Extension; and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on June 16, 2017 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

The prompt return of your proxy will avoid delay and save the expense involved in further communication.  The proxy may be revoked by you at any time prior to its exercise, and the giving of your proxy will not affect your right to vote in person if you wish to attend the Annual Meeting.

By Order of the Board of Directors

JEFFREY L. VAN RIPER
Secretary

DATED:  July 1, 2017

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on July 28, 2017.  This proxy statement, form of proxy and the Company's annual report are available at http://www.senecafoods.com/investors.

PROXY STATEMENT

QUESTIONS AND ANSWERS
ABOUT THE 2017 ANNUAL MEETING

Why did I receive this proxy?

The Board of Directors of Seneca Foods Corporation (the "Company") is soliciting proxies to be voted at the Annual Meeting of Shareholders.  The Annual Meeting will be held Friday, July 28, 2017, at 1:00 PM, Eastern Daylight Time, at the Company's Offices, 3736 South Main Street, Marion, New York 14505.  This proxy statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting.  You do not need to attend the Annual Meeting in person in order to vote.

Who is entitled to vote?

All record holders of the Company's voting stock as of the close of business on June 16, 2017 (the "Record Date") are entitled to vote at the Annual Meeting.  As of the Record Date, the following shares of voting stock were issued and outstanding: (i) 7,961,417 shares of Class A common stock, $0.25 par value per share ("Class A Common Stock"); (ii) 1,884,639 shares of Class B common stock, $0.25 par value per share ("Class B Common Stock", and together with the Class A Common Stock, sometimes collectively referred to as the "Common Stock"); (iii) 200,000 shares of Six Percent (6%) Cumulative Voting Preferred Stock, $0.25 par value per share ("6% Preferred Stock"); (iv) 407,240 shares of 10% Cumulative Convertible Voting Preferred Stock - Series A, $0.25 stated value per share ("10% Series A Preferred Stock"); and (v) 400,000 shares of 10% Cumulative Convertible Voting Preferred Stock - Series B, $0.25 stated value per share ("10% Series B Preferred Stock").

How many votes do I have?

Each share of Class B Common Stock, 10% Series A Preferred Stock, and 10% Series B Preferred Stock is entitled to one vote on each item submitted to you for consideration.  Each share of Class A Common Stock is entitled to one-twentieth (1/20) of one vote on each item submitted to you for consideration.  Each share of 6% Preferred Stock is entitled to one vote, but only with respect to the election of directors.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete and return all proxy cards to ensure that all your shares are voted.

How do I vote?

·	By Mail: Vote, sign, date your card and mail it in the postage-paid envelope.

·	In Person: At the Annual Meeting.

How do I vote my shares that are held by my broker?

If you have shares held by a broker, you may instruct your broker to vote your shares by following the instructions that the broker provides to you.

What am I voting on?

You will be voting on Proposal One regarding the election of three directors of the Company, Proposal Two regarding a non-binding advisory vote on executive compensation, Proposal Three regarding an non-binding advisory vote on the frequency of future advisory votes on executive compensation, Proposal Four regarding the adoption of the Seneca Foods Corporation Equity Incentive Amendment and Extension and Proposal Five regarding the ratification of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018.

Will there be any other items of business on the agenda?

Pursuant to SEC rules, shareholder proposals must have been received by May 17, 2017 to be considered at the Annual Meeting.  To date, we have received no shareholder proposals and we do not expect any other items of business.  Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to Arthur S. Wolcott and Kraig H. Kayser with respect to any other matters that might be brought before the Annual Meeting.  Those persons intend to vote that proxy in accordance with their best judgment.

How many votes are required to act on the proposals?

Pursuant to our Bylaws, provided a quorum is present, directors will be elected by a plurality of all the votes cast at the Annual Meeting with each share of voting stock being voted for as many individuals as there are directors to be elected and for whose election the share is entitled to vote.

The non-binding advisory vote on executive compensation will be "approved" if the votes cast in favor exceed votes cast against the proposal.  With respect to the non-binding advisory vote on the frequency of future advisory votes on executive compensation, we will consider the option that receives the most votes to be the option selected by the shareholders.  In either case, these votes are advisory and non-binding on the Board or the Company in any way, and the Board will make its decision based on the interests of the Company.

Both the ratification of the adoption of the Seneca Foods Corporation Equity Incentive Plan Amendment and Extension and the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018 requires the affirmative vote of a majority of the votes cast on the proposal, provided that a quorum is present at the Annual Meeting.

How are votes counted?

The Annual Meeting will be held if a quorum is represented in person or by proxy.  The holders of voting shares entitled to exercise a majority of the voting power of the Company shall constitute a quorum at the Annual Meeting.  If you return a signed proxy card, your shares will be counted for the purpose of determining whether there is a quorum.  We will treat failures to vote, referred to as abstentions, as shares present and entitled to vote for quorum purposes.  A withheld vote is the same as an abstention.

Broker non-votes occur when proxies submitted by a broker, bank or other nominee holding shares in "street name" do not indicate a vote for a proposal because they do not have discretionary voting authority and have not received instructions as to how to vote on the proposal.  We will treat broker non-votes as shares that are present and entitled to vote for quorum purposes.

For purposes of each proposal, abstentions and broker non-votes, if any, will not be counted as votes cast on a proposal and will have no effect on the result of the vote on the proposal.

What happens if I return my proxy card without voting on all proposals?

When the proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting in accordance with your directions.  If the signed card is returned with no direction on a proposal, the proxy will be voted FOR the nominees for Director, FOR the approval of our executive compensation, in favor of any advisory vote on executive compensation every THREE years, FOR the ratification of the independent registered public accounting firm and FOR the approval of the Seneca Foods Corporation Equity Incentive Plan Amendment and Extension.

Who has paid for this proxy solicitation?

The Company has paid the entire expense of this proxy statement and any additional materials furnished to shareholders.

When was this proxy statement mailed?

This proxy statement and the enclosed proxy card were mailed to shareholders beginning on or about July 1, 2017.

How can I obtain a copy of this year's Annual Report on Form 10-K?

A copy of our 2017 Annual Report to Shareholders, including financial statements for the fiscal year ended March 31, 2017, accompanies this Proxy Statement.  The Annual Report, however, is not part of the proxy solicitation material.  A copy of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") may be obtained free of charge by writing to Seneca Foods Corporation, 3736 South Main Street, Marion, New York 14505, Attention: Secretary or by accessing the "Investor Information" section of the Company's website at www.senecafoods.com.

Can I find additional information on the Company's website?

Yes. Our website is located at www.senecafoods.com.  Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our code of conduct, corporate governance guidelines, charters of board committees and reports that we file with the SEC.  A copy of our code of ethics and each of the charters of our board committees may be obtained free of charge by writing to Seneca Foods Corporation, 3736 South Main Street, Marion, New York 14505, Attention: Secretary.

BOARD GOVERNANCE

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

This section discusses our policies and practices relating to executive compensation and presents a review and analysis of the compensation earned during the fiscal year ended March 31, 2017 by our Chief Executive Officer, or CEO, our Chief Financial Officer, or CFO, and our three other most-highly compensated executive officers, to whom we refer collectively in this proxy statement as the "named executive officers."  The amounts of compensation earned by these executives are detailed in the Fiscal Year 2017 Summary Compensation Table and the other tables which follow it.  The purpose of this section is to provide you with more information about the types of compensation earned by the named executive officers and the philosophy and objectives of our executive compensation programs and practices.

The Compensation Committee of the Board of Directors (the "Committee") consists of Messrs. Paulson and Gaylord and Dr. Henry.  Mr. Paulson, who has served on the Board of Directors since 2004, is the Committee Chairman.  Each member of the Committee qualifies as an independent director under NASDAQ Global Market listing standards.  The Committee operates under a written charter adopted by the Board.  A copy of the charter is available at www.senecafoods.com under "Corporate Governance."  The Committee meets as often as necessary to perform its duties and responsibilities.  The Committee held two meetings during fiscal year 2017 and has held one meeting so far during fiscal year 2018.  The Committee also regularly meets in executive session without management.  The Committee has never engaged a compensation consultant to assist it in developing compensation programs.

The Committee is authorized by our Board of Directors to oversee our compensation and employee benefit practices and plans generally, including our executive compensation, incentive compensation and equity-based plans.  The Committee may delegate appropriate responsibilities associated with our benefit and compensation plans to members of management.  The Committee has delegated certain responsibilities with regard to our Pension Plan and 401(k) Plan to an investment committee consisting of members of management.  The Committee also has delegated authority to our President and CEO to designate those employees who will participate in our Executive Profit Sharing Bonus Plan; provided, however, that the Committee is required to approve participation in such plan by any of our executive officers.

The Committee approves the compensation of our CEO.  Our CEO develops and submits to the Committee his recommendation for the compensation of each of the other executive officers in connection with annual merit reviews of their performance.  The Committee reviews and discusses the recommendations made by our CEO and approves the compensation for each named executive officer for the coming year.  No corporate officer, including our CEO, is present when the Committee determines that officer's compensation.  In addition, our Chief Financial Officer and other members of our finance staff assist the Committee with establishing performance target levels for our Executive Profit Sharing Bonus Plan, as well as with the calculation of actual financial performance and comparison to the performance targets, each of which actions requires the Committee's approval.

Our philosophy for the compensation of all of our employees, including the named executive officers, is to value the contribution of our employees and share profits through broad-based incentive arrangements designed to reward performance and motivate collective achievement of strategic objectives that will contribute to our Company's success.  The primary objectives of the compensation programs for our named executive officers are to:

·	attract and retain highly-qualified executives,

·	motivate our executives to achieve our business objectives,

·	reward our executives appropriately for their individual and collective contributions, and

·	align our executives' interests with the long-term interests of our shareholders.

Our compensation principles are designed to complement and support the Company's business strategy.  The canned fruit and vegetable business is highly competitive, and the principal customers are major food chains and food distributors with strong negotiating power as to price and other terms.  Consequently, our success depends on an efficient cost structure (as well as quality products) which enables us to provide favorable prices to the customers and acceptable margins for the Company.

However, an important purpose of our compensation policies is to enable the Company to retain highly valued employees.  Our senior management monitors middle and senior management attrition and endeavors to be sufficiently competitive as to salary levels so as to attract and retain highly valued managers.  Consequently, the Company has been flexible in awarding compensation, and expects to remain so, to facilitate attracting and retaining quality management personnel.

At the Annual Meeting of Shareholders on August 4, 2011, the shareholders expressed a preference that advisory votes on executive compensation occur every three years. Consistent with this preference, the Board of Directors determined to implement an advisory vote on executive compensation every three years, since there was an advisor vote on executive compensation at the August 7, 2014 annual meeting, the next advisory vote on executive compensation is included as Proposal Two and the next required vote on the frequency of shareholder votes on the compensation of executives is included as Proposal Three.

At the Annual Meeting of Shareholders on August 7, 2014, over 92% of the shares voted were voted in support of the compensation of the Company's Named Executive Officers, as discussed and disclosed in the 2014 proxy statement. As a result, the Compensation Committee concluded that the compensation paid to executive officers and the Company's overall pay practices have strong shareholder support and no significant changes have been made since that time.

Base Salary.  The base salary of each of our named executive officers is reviewed by the Committee at the beginning of each fiscal year as part of the overall annual review of executive compensation.  During the review of base salaries, the Committee considers the executive's qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the individual, his or her past performance and competitive salary practices both internally and externally.  In addition to the annual reviews, the base salary of a particular executive may be adjusted during the course of a fiscal year, for example, in connection with a promotion or other material change in the executive's role or responsibilities.  During fiscal year 2017, each of the named executive officers including the Chairman, CEO, CFO and COO, received a 3.0% cost-of-living increase to his base salary in May 2016. The base salary of each of our named executive officers is set forth in the Summary Compensation Table.

As a general rule, base salaries for the named executive officers are set at a level which will allow us to attract and retain highly-qualified executives.  Many of our competitors are family-owned businesses operating in rural areas, where compensation rates and salary expectations are below the urban levels.  However, most of our executive officers also live and work in rural locations, inasmuch as the Company believes that its facilities (some of which include executive offices) should be located in the agricultural areas that produce the crops processed by the Company.  Although the compensation level of our executive officers is generally in the upper end of executive compensation in these localities, they are below the compensation levels for comparable positions in most public companies with sales comparable to those of the Company.

Executive Profit Sharing Bonus Plan.  The Executive Profit Sharing Bonus Plan is generally available to officers and certain key corporate employees.  An annual incentive bonus is payable based upon the Company's performance, and aligns the interests of executives and employees with those of our shareholders.  The Executive Profit Sharing Bonus Plan links performance incentives for management and key employees to increases in shareholder value and promotes a culture of high performance and ownership in which members of management are rewarded for achieving operating efficiencies, reducing costs and improving profitability.

The Executive Profit Sharing Bonus Plan became effective April 1, 2006 and was last amended on January 25, 2017 to adjust the bonus targets and the potential bonus payment percentages. Under the Plan, annual incentive bonuses are paid based on achieving the performance criteria set for the Company.  The bonuses for officers and certain key corporate employees are distributed at the sole discretion of our CEO upon approval of such bonuses by the Committee.  The performance criteria established under each Plan requires the Company's pre-tax profits adjusted to a FIFO basis for a fiscal year to equal or exceed a specific bonus target plus the aggregate bonus amounts calculated under the Plan.  The bonus target under each Plan is expressed as a percentage of the consolidated net worth of the Company calculated on a FIFO basis.  As amended, the bonus targets under the Executive Profit Sharing Bonus Plan were reduced to range from 5% to 15% of consolidated net worth.  Additionally, each bonus target corresponds to a potential bonus payment calculated as a percentage of the employee's base salary earned during the fiscal year.  As amended, the potential bonus payments under the Executive Profit Sharing Bonus Plan were reduced to range from 10% to 35% of base salary.  The Executive Profit Sharing Bonus Plan was also amended to clarify that the Board of Directors or an authorized committee is permitted to make discretionary bonus payments in addition to any bonus payments calculated under the Plan.

  The following table sets forth the bonus targets and potential bonus payments established under the Executive Profit Sharing Bonus Plan for fiscal year 2017.

For fiscal year 2017, the Company's pre-tax profits on a FIFO basis did not meet the minimum bonus target; however a 5% discretionary bonus was awarded based on the new discretionary plan approved in January 2017 and discussed above.

Equity Based Incentive Awards.  On August 10, 2007, the shareholders approved the 2007 Equity Incentive Plan to align the interests of management and shareholders through the use of stock-based incentives that result in increased stock ownership by management.  Executive management's view of the Plan is that it is important to allow us to continue to attract and retain key talent and to motivate executive and other key employees to achieve the Company's goals.  The Company granted 2,945 shares of restricted stock awards under the Plan to key employees in fiscal year 2017.  Provided that the participant remains employed by the Company, these shares of restricted stock will vest equally over a four-year period.  The Compensation Committee did not consider making any awards to Messrs. Wolcott and Kayser under the Plan, inasmuch as the Wolcott and Kayser families own substantial stockholdings in the Company.  Messrs. Wolcott and Kayser concurred in that judgment.

Retirement Programs.  Our executive officers are entitled to participate in the Company's Pension Plan, which is for the benefit of all employees meeting certain eligibility requirements.  Effective August 1, 1989, the Company amended the Pension Plan to provide improved pension benefits under an excess formula.  The excess formula for the calculation of the annual retirement benefit is: total years of credited service (not to exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary (five highest consecutive years, excluding bonus), and (ii) 0.6% of the participant's average salary in excess of his or her compensation covered by Social Security.

Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989.  The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit.  The maximum permitted annual retirement income under either formula is $215,000.  See "Pension Benefits" below for further information regarding the number of years of service credited to each of the named executive officers and the actuarial present value of his accumulated benefit under the Pension Plan.

We also have a 401(k) Plan pursuant to which the Company makes matching and discretionary contributions for eligible employees.  The Company matching contributions to the named executive officers' 401(k) Plan accounts are included in the Summary Compensation Table under the heading "Other Compensation."

Other Compensation.  The Company also provides health insurance, term life insurance, and short-term disability benefits that do not discriminate in scope, terms or operation in favor of our executive officers and are therefore not included in the Summary Compensation Table for the named executive officers.

Internal Pay Equity.  The Committee believes that internal pay equity is an important factor to be considered in establishing compensation for our officers.  The Committee has not established a policy regarding the ratio of total compensation of our CEO to that of the other officers, but it does review compensation levels to ensure that appropriate equity exists.  The Committee intends to continue to review internal pay equity and may adopt a formal policy in the future if it deems such a policy to be appropriate.

Compensation Deductibility Policy.  Under Section 162(m) of the Internal Revenue Code of 1986, as amended, the Company may not receive a federal income tax deduction for compensation paid to the CEO or any of the four other most highly compensated executive officers to the extent that any of the persons receive more than $1,000,000 in compensation in any one year.  However, if the Company pays compensation that is "performance-based" under Section 162(m), the Company can receive a federal income tax deduction for the compensation paid even if such compensation exceeds $1,000,000 in a single year.  None of our executive officers received more than $1,000,000 in compensation during fiscal year 2017 or any prior year, so Section 162(m) has not been applicable to the Company.  To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy that all compensation must be deductible on the Company's federal income tax returns.

No Stock Options.  The Company has never awarded stock options to any officer or employee, and it does not presently contemplate initiating any plan or practice to award stock options.

Timing of Grants.  The Committee anticipates that stock awards to the Company's officers under the 2007 Equity Incentive Plan will typically be granted annually in conjunction with the review of the individual performance of each officer.  This review will take place at a regularly scheduled meeting of the Compensation Committee.

For fiscal year 2018, each of the named executive officers, received a 3.0% cost-of-living increase to his base salary in May 2017 with the exception of the CFO who received a 5.0% increase.  Other than the changes to the bonus plans discussed above, no other changes were made to the Company's compensation program for fiscal 2018 as of the date of the proxy statement.

Report of the Compensation Committee

The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2017.

THE COMPENSATION COMMITTEE

Thomas Paulson, Chair
Susan A. Henry
John P. Gaylord

 

 

 

	Grants of Plan-Based Awards in Fiscal Year 2017
														All Other Stock Awards: Number of Shares of Stock
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)															Grant Date Fair Value of Stock Awards
Name	Grant Date		Threshold				Target				Maximum
Arthur S. Wolcott	April  1, 2016		$	60,971			$	30,486			$	213,400
Chairman of the Board
Kraig H. Kayser	April  1, 2016		$	60,971			$	30,486			$	213,400
President and Chief Executive
Officer
Timothy J. Benjamin	April  1, 2016		$	22,737			$	11,368			$	113,685
Chief Financial Officer	August 10, 2016															368			$	12,500
Paul L. Palmby	April  1, 2016		$	36,232			$	18,116			$	181,158
Chief Operating Officer	August 10, 2016															1,473			$	50,000
Dean E. Erstad	April  1, 2016		$	24,542			$	12,271			$	122,710
Senior Vice President, Sales
and Marketing

(1)

Represents the possible payouts under the Company's Executive Profit Sharing Bonus Plan discussed in further detail on page 14. For fiscal year 2017, the Company's pre-tax profits on a FIFO basis did not meet the minimum bonus target, however a 5% discretionary was awarded and reported under bonus in the Summary Compensation Table.

 

The Company's Pension Plan is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain employees, including the named executive officers.  Effective August 1, 1989, the Company amended the Pension Plan to provide improved pension benefits under an excess formula.  The excess formula for the calculation of the annual retirement benefit is: total years of credited service (not to exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary (five highest consecutive years, excluding bonus), and (ii) 0.6% of the participant's average salary in excess of his compensation covered by Social Security.  The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law.  For 2017, the annual limitation is $270,000.

Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989.  The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit.  The maximum permitted annual retirement income under either formula is $215,000.

The following table shows the present value of accumulated benefits payable to each of our named executive officers under our Pension Plan.

_______________

Compensation of Directors

Under the director compensation program, which became effective September 1, 2012, each non-employee director is paid a monthly cash retainer of $2,083.  Messrs. Wolcott and Kayser, as officers of the Company, do not receive any compensation for serving the Company as members of the Board of Directors.  The Company's non-employee directors received the following aggregate amounts of compensation for the fiscal year ended March 31, 2017:

 

 

 

_______________________

(1)

The applicable percentage of beneficial ownership is based on the number of shares of each class of voting stock outstanding as of June 2, 2017.  With respect to certain persons, the percentage of beneficial ownership of Class A Common Stock includes the shares of Class A Common Stock that may be acquired upon conversion of the Company's Convertible Participating Preferred Stock but such shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)	Does not include 101,176 shares of 6% Preferred Stock held directly by Mr. and Mrs. Wolcott's offspring, as to which Mr. Wolcott disclaims beneficial ownership.

(3)	Mr. Kayser has shared voting and investment power with respect to 141,644 shares of 10% Series A Preferred Stock held by his mother.  The total 173,812 shares of 10% Series A Preferred Stock are convertible into 8,690 shares of Class A Common Stock and 8,690 shares of Class B Common Stock.

(4)

Mr. Kayser has shared voting and investment power with respect to 165,080 shares of 10% Series B Preferred Stock held by his Mother, Marilyn W. Kayser.  The total 256,480 shares of 10% Series B Preferred Stock are convertible into 8,549 shares of Class A Common Stock and 8,549 shares of Class B Common Stock.

(5)	Based on a statement on Schedule 13G/A filed with the SEC on January 17, 2017 by BlackRock Inc.

(6)	Based on the statement on Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP.

(7)	Based on a statement on Schedule 13G filed with the SEC on January 12, 2017 by I. Wistar Morris, III.   Mr. Morris indicated that he has shared investment power with respect to 370,583 shares of Class A Common Stock however he has shared voting power with respect to only 356,757 of those shares.

(8)	Based on the statement on Schedule 13G/A filed with the SEC on February 1, 2017 by Royce and Associates.

(9)	Based on a statement on Schedule 13G/A filed with the SEC on February 10, 2016 by Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, LLC.

(10)

Mr. Kayser has sole voting and investment power over 65,628 shares of Class A Common Stock owned by him and sole voting but no investment power over 5,550 shares owned by his siblings and their children, which are subject to a voting trust agreement of which Mr. Kayser is a trustee.  The shares in the table include personal 401(k) holdings of 3,377 shares.  The shares in table include 2,375 shares for which Mr. Kayser is the custodian. Mr. Kayser has shared voting and investment power with respect to 72,243 shares held by his mother.  The shares reported in the table include 76,936 shares held by the Seneca Foods Foundation (the "Foundation"), of which Mr. Kayser is a director.  The shares reported in the table do not include (i) 24,025 shares held by the Pension Plan (ii) 14,521 shares owned by Mr. Kayser's mother, (iii) 19,000 shares held in trust for Mr. Kayser's mother, (iv) 614,887 shares held by the Seneca Foods Corporation Employee Savings Plan (the "401(k) Plan"), over which the Company's officers may be deemed to have shared voting and investment power.  Mr. Kayser has shared voting and investment power with respect to the shares held by the Foundation.  He disclaims beneficial ownership of the shares held by his mother and in trust for his mother, the shares held by his brother and the shares held by the 401(k) Plan.

(11)

The shares in the table include (i) 12,616 shares of Class A Common Stock held by Ms. Stuart's husband, (ii) 15,736 shares owned in trust for her sister's children, of whom Ms. Stuart is the trustee, (iii) 76,936 shares held by the Foundation, of which Ms. Stuart is a director.  The shares in the table do not include 24,025 shares held by the Pension Plan, of which Ms. Stuart is a trustee.  Ms. Stuart has shared voting and investment power with respect to the shares held by the Foundation and sole voting and investment power with respect to the shares owned in trust for her sister's children.  She disclaims beneficial ownership of the shares held by her husband.

(12)

The shares in the table include (i) 13,000 shares of Class A Common Stock held by Mr. Wolcott's wife, (ii) 76,936 shares held by the Foundation, of which Mr. Wolcott is a director.  The shares reported in the table do not include (i) 24,025 shares held by the Pension Plan, (ii) 295,912 shares of Class A Common Stock held directly by Mr. and Mrs. Wolcott's offspring and their families, or (iii) 614,887 shares held by the 401(k) Plan, over which the Company's officers may be deemed to have shared voting and investment power.  Mr. Wolcott has shared voting and investment power with respect to the shares held by the Foundation.  He disclaims beneficial ownership with respect to the shares held by his wife, his offspring and their families and the 401(k) Plan.

(13)

Mr. Kayser has sole voting and investment power over 99,832 shares of Class B Common Stock he owns and sole voting but no investment power over 9,950 shares owned by his siblings and their children, which are subject to a voting trust agreement of which Mr. Kayser is a trustee.  The shares in the table include personal 401(k) holdings of 567 shares.  Mr. Kayser has shared voting and investment power with respect to 73,056 shares held by his mother and 1,900 shares held in a trust.  The shares in the table include 74,924 shares held by the Foundation, of which Mr. Kayser is a director.  The shares in the table do not include (i) 468,324 shares held by the Pension Plan, of which Mr. Kayser is a trustee, (ii) 14,521 shares owned by Mr. Kayser's mother, (iii) 19,000 shares held in trust for Mr. Kayser's mother, or (iv) 106,816 shares held by the 401(k) Plan.  Mr. Kayser has shared voting and investment power with respect to the shares held by the Pension Plan, the 401(k) Plan and the Foundation.  He disclaims beneficial ownership of the shares held by his mother and in trust for his mother.

(14)

The shares reported in the table include (i) 18,894 shares of Class B Common Stock held by Ms. Stuart's husband, (ii) 40,848 shares owned by her sister's children, of which Ms. Stuart is the trustee and (iii) 74,924 shares held by the Foundation, of which Ms. Stuart is a director.  The shares in the table do not include 468,324 shares held by the Pension Plan, of which Ms. Stuart is a trustee.  Ms. Stuart has shared voting and investment power with respect to the shares held the Pension Plan and the Foundation and sole voting and investment power with respect to the shares owned by her sister's children.  She disclaims beneficial ownership of the shares held by her husband.

(15)	Based on a statement on Schedule 13G filed with the SEC on February 2, 2010 by Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisory Services, LLC.

(16)	The shares in the table include (i) 18,894 shares of Class B Common Stock held by Mr. Wolcott's wife and (ii) 30,636 shares of Class B Common Stock owned by his brother's children.  The shares in the table do not include 459,400 shares held by the Pension Plan, of which Mr. Wolcott is a trustee.

(17)	The shares in the table include (i) 17,154 shares of Class B Common Stock held by Ms. Wadell's husband and (ii) 30,636 shares of Class B Common Stock owned by her sister's children.

(18)	The shares in the table include (i) 18,894 shares of Class B Common Stock held by Mr. Wolcott's wife and (ii) 20,424 shares of Class B Common Stock owned by his brother's children.

(19)

The shares in the table include (i) 8,584 shares of Class B Common Stock held by Mr. Wolcott's wife and (ii) 74,924 shares held by the Foundation, of which Mr. Wolcott is a director.  The shares in the table do not include (i) 448,608 shares of Class B Common Stock held directly by Mr. and Mrs. Wolcott's offspring and their families, (ii) 468,324 shares held by the Pension Plan, of which Mr. Wolcott is a trustee or (iii) 106,816 shares held by the 401(k) Plan.  Mr. Wolcott has shared voting and investment power with respect to the shares held by the Pension Plan, the 401(k) Plan and the Foundation.  He disclaims beneficial ownership with respect to the shares held by his wife, his offspring and their families.

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(1)

The applicable percentage of beneficial ownership is based on the number of shares of each class of voting stock outstanding as of June 2, 2017.  With respect to certain persons, the percentage of beneficial ownership of Class A Common Stock includes the shares of Class A Common Stock that may be acquired upon conversion of the Company's Convertible Participating Preferred Stock but such shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)	See notes 3, 4, 10, and 13 to the table under the heading " -- Security Ownership of Certain Beneficial Owners."

(3)	See notes 11 and 14 to the table under the heading " -- Security Ownership of Certain Beneficial Owners."

(4)	See notes 2, 12, and 19 to the table under the heading " -- Security Ownership of Certain Beneficial Owners."

(5)

See notes 2 through 4 above. With respect to the Class A Common Stock, also includes 614,887 shares held by the 401(k) Plan over which the Company's officers may be deemed to have shared voting and investment power.  With respect to the Class B Common Stock, also includes 468,324 shares related to the Pension Plan and 106,816 shares held by the 401(k) Plan.

In addition to providing our shareholders with the opportunity to cast an advisory vote on executive compensation, we are also seeking an advisory, nonbinding vote on how frequently the advisory vote on executive compensation should be presented to shareholders, as required by SEC rules. You may vote your shares to have the advisory vote held annually, every two years or every three years, or you may abstain.

Our Board of Directors has determined that an advisory vote on executive compensation that occurs once every three years is the most appropriate alternative for the Company and therefore our Board recommends that you vote for a three-year interval for the advisory vote on executive compensation. In determining its recommendation, the Board considered how an advisory vote once every three years will provide our shareholders with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies and practices in the context of our long-term business results for the corresponding period, while avoiding over-emphasis on short-term variations in compensation and business results. An advisory vote occurring once every three years will also permit our shareholders to observe and evaluate the impact of any changes to our executive compensation policies and practices which have occurred since the last advisory vote on executive compensation, including changes made in response to the outcome of a prior advisory vote on executive compensation.

The Company recognizes that the shareholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of an advisory vote on executive compensation.

While this vote is advisory and not binding on our Company, the Board expects to take into account the outcome of the vote, along with other relevant factors, and when considering future advisory votes on executive compensation.

The Board of Directors recommends a vote of "Every Three Years" on Proposal Three relating to the frequency of future advisory votes on executive compensation.

PROPOSAL FOUR: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed BDO USA, LLP (BDO USA) to act as auditors for the fiscal year ending March 31, 2018.  BDO USA has served as the Company's registered independent public accounting firm since December 8, 2005.  A representative of BDO USA is expected to be present at the Annual Meeting and will have an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions.

At the Annual Meeting, the shareholders will be asked to ratify the selection of BDO USA as the Company's independent registered public accounting firm.  Pursuant to the rules and regulations of the SEC, the Audit Committee has the direct responsibility to appoint, retain, approve the compensation and oversee the work of the Company's independent registered public accounting firm.  Consequently, the Audit Committee will consider the results of the shareholder vote on ratification, but will exercise its judgment, consistent with its primary responsibility, on the appointment and retention of the Company's independent auditors.

The directors of the Company unanimously recommend a vote FOR the ratification of BDO USA as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018.

Principal Accountant Fees and Services

The following table shows the fees paid or accrued by the Company for the audit and other services provided by BDO USA for fiscal years 2017 and 2016.

_________________________

(1)	Includes fees and expenses related to the fiscal year audit and interim reviews, notwithstanding when the fees and expenses were billed or when the services rendered.

(2)	Includes audit fees and expenses related to a recent acquisition.

All audit, audit-related and non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO USA was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.  The Audit Committee's pre-approval policies provide that the Chairman of the Audit Committee has the authority to approve individual audit related and permitted non-audit engagements up to $10,000 subject to subsequent review and approval by the entire Audit Committee.  Larger engagements require majority Audit Committee approval.  There were no engagements of this type provided by BDO USA during the last two years except the audit related to the recent acquisition discussed above which was approved by the Audit Committee.

PROPOSAL FIVE: 2007 EQUITY INCENTIVE PLAN AMENDMENT AND EXTENSION

The Board of Directors adopted the Seneca Foods Corporation 2007 Equity Incentive Plan on May 31, 2007, upon recommendation of the Compensation Committee and subject to approval by the shareholders, which was obtained at the 2007 Annual Meeting of shareholders.  The 2007 Equity Incentive Plan has an expiration date of August 3, 2017.  The Board of Directors adopted a resolution on May 25, 2017, upon recommendation of the Compensation Committee and subject to approval by the shareholders, to extend the term of the 2007 Equity Incentive Plan by ten (10) years to expire on August 3, 2027, and to reduce the authorized shares for awards to 65,648, which was the amount of shares, as of the close of Fiscal Year 2017, remaining from the original 100,000 shares authorized.

A summary of the 2007 Equity Incentive Plan, as amended by the proposed 2017 Amendment and Extension, is set forth below.  The summary is qualified in its entirety by reference to the full text of the plan, which is attached as Appendix A.

Summary of the 2007 Equity Incentive Plan as Amended and Extended

The 2007 Equity Incentive Plan authorizes the issuance of a total of 100,000 shares of the Company's Common Stock under awards of restricted stock and restricted stock units to eligible employees of the Company.  The proposed 2017 Amendment and Extension would reduce the amount of authorized shares to 65,648.  Awards may be made in shares of Class A Common Stock or Class B Common Stock, or in a combination of Class A Common Stock and Class B Common Stock. The proposed 2017 Amendment and Extension of the 2007 Equity Incentive Plan will have a new termination date of August 3, 2027.

The 2007 Equity Incentive Plan provides that whenever an award is forfeited or cancelled, the shares subject to the award will again be available under the plan.  Shares awarded under the plan may be newly issued shares or shares purchased in open market or privately negotiated transactions.

The Compensation Committee of the Board of Directors will administer the 2007 Equity Incentive Plan.

The employees of the Company eligible to be selected for awards under the 2007 Equity Incentive Plan are the officers, executives, and other key employees as determined by the Compensation Committee.

Under the 2007 Equity Incentive Plan, the Compensation Committee will select eligible employees of the Company to whom restricted stock will be awarded and will determine the number of shares of restricted stock to be awarded.  Restricted stock will be forfeitable and not assignable or transferable until the satisfaction of one or more, or alternative, conditions prescribed by the Compensation Committee.  The conditions may relate to the achievement of performance goals, the continuation of the employment of the employee, or other matters.  The employee will be entitled to receive dividends, if any, on and vote restricted stock during the period the restricted stock is forfeitable.  If the only condition attached to the vesting of restricted stock is the performance of future services, then, unless the Compensation Committee specifies otherwise, the award will vest at the rate of 25 percent per year.  An employee will forfeit restricted stock upon termination of employment while the shares remain forfeitable, unless the Compensation Committee specifies otherwise in the case of death or disability.

The Compensation Committee may also select employees of the Company to whom restricted stock units will be awarded and will determine the number of restricted stock units to be awarded.  Restricted stock units will not be assignable or transferable.  Restricted stock units will be forfeitable until the satisfaction of one or more, or alternative, conditions prescribed by the Compensation Committee.  The conditions may relate to the achievement of performance goals, the continuation of the employment of the employee, or other matters.  If the only condition attached to the vesting of an award of restricted stock units is the performance of future services, then, unless the Compensation Committee specifies otherwise, the award will vest at the rate of 25 percent per year.  An employee will forfeit restricted stock units upon termination of employment while the restricted stock units remain forfeitable, unless the Compensation Committee specifies otherwise in the case of death or disability.  A restricted stock unit will be paid out upon vesting or, if specified by the Compensation Committee at the time of the award, at a later date.  Payment will be made in the form of the Company's Common Stock--one share of Common Stock for each restricted stock unit, either Class A Common Stock or Class B Common Stock, as specified by the Compensation Committee at the time of the award.  A restricted stock unit does not carry voting or dividend rights, but the Compensation Committee may provide for the award of a dividend equivalent in conjunction with the award of a restricted stock unit.  A dividend equivalent will not be credited unless a dividend is declared and paid to all holders of Class A or Class B Common Stock of the Company.  Dividend equivalents may be paid currently or accrued as contingent cash compensation, or may be converted into additional restricted stock units, as specified by the Compensation Committee at the time of the award.  Restricted stock units are treated in the same way as restricted stock for purposes of determining the number of shares available under the 2007 Equity Incentive Plan.

In the event of a share dividend or distribution, recapitalization, split, reorganization, merger, consolidation, spin off, or other similar corporate event that affects the Corporation's Class A Common Stock or Class B Common Stock, the Compensation Committee will determine how to adjust, in an equitable manner, the remaining number of shares available for award under the 2007 Equity Incentive Plan and the number of shares subject to outstanding restricted stock unit awards.

A change in control of the Company (as defined in the plan) will affect restricted stock and restricted stock units as follows.  If the only condition attached to the vesting of restricted stock or restricted stock units is the performance of future services, then the restricted stock or restricted stock units will vest upon a change in control.  If vesting of restricted stock or restricted stock units is conditioned on achievement of a performance goal, then the restricted stock or restricted stock units will, unless otherwise specified by the Compensation Committee at the time of the award, vest upon a change of control only to the extent of a number of shares proportionate to the time elapsed in the performance period and the achievement of the performance goal at a target level.

The Board of Directors may amend the 2007 Equity Incentive Plan, except that, without shareholder approval, the Board of Directors may not increase the number of shares of Common Stock available under the plan, materially increase the benefits accruing to employees, extend the term of the plan, change the classes of employees to whom awards may be made, or expand the types of awards that may be made under the plan.

Proposed Awards

The following table presents information with respect to the fair market value of shares of restricted stock anticipated to be granted by the Compensation Committee under the 2007 Equity Incentive Plan with respect to Fiscal 2018 compensation.  These awards are subject to approval of the 2017 Amendment and Extension of the 2007 Equity Incentive Plan by our shareholders at the 2017 Annual Meeting.

Vote Required for Approval

The affirmative vote of a majority of the votes eligible to be cast at the Annual Meeting is required to approve the 2017 Amendment and Extension of the 2007 Equity Incentive Plan.  Your Board of Directors recommends that you vote FOR this proposal.  Unless otherwise instructed, proxies will be voted FOR ratification of the adoption of the 2017 Amendment and Extension of the 2007 Equity Incentive Plan.  If approved by the shareholders, the 2007 Equity Incentive Plan, as amended by the 2017 Amendment and Extension, will remain in place and have a new termination date of August 3, 2027.