SNAK Inventure Foods, Inc. (MM)

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5415 East High Street

Suite 350

Phoenix, Arizona 85054

April 20, 2015

Dear Stockholder:

You are cordially invited to attend this year’s Annual Meeting of Stockholders of Inventure Foods, Inc. on Wednesday, May 20, 2015, at 8:30 a.m., local time.  The meeting will be held at the Arizona Biltmore, located at 2400 East Missouri Avenue, Phoenix, Arizona 85016.  The meeting will commence with a discussion and voting on the matters set forth in the accompanying Notice of 2015 Annual Meeting of Stockholders, followed by presentations and a report on our operations.

The Notice of 2015 Annual Meeting of Stockholders and the 2015 Proxy Statement, which describe the formal business to be conducted at the meeting, accompany this letter.  A copy of our 2014 Annual Report to Stockholders is also enclosed for your information.  The Notice of 2015 Annual Meeting of Stockholders, the 2015 Proxy Statement and the 2014 Annual Report to Stockholders are also available on the Company’s website at www.inventurefoods.com on the “SEC Filings” section of the “Investor Relations” page.

Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly. After reading the 2015 Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it in the prepaid envelope.  If you attend the meeting you will, of course, have the right to revoke the proxy and vote your shares in person.  If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

We look forward to seeing you at the 2015 Annual Meeting.

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NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT: Please mark, date and sign the enclosed proxy card and promptly return it in the accompanying postage-paid envelope to assure that your shares are represented at the meeting.  If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2015:  Our 2015 Proxy Statement is enclosed.  Financial and other information concerning Inventure Foods, Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 27, 2014.  A complete set of proxy materials relating to our 2015 Annual Meeting, consisting of the Notice of 2015 Annual Meeting of Stockholders, the 2015 Proxy Statement, the Proxy Card and the 2014 Annual Report to Stockholders, is available on the Internet and may be viewed at www.inventurefoods.com on the “SEC Filings” section of the “Investor Relations” page.

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INVENTURE FOODS, INC.

5415 EAST HIGH STREET

SUITE 350

PHOENIX, ARIZONA 85054

PROXY STATEMENT FOR 2015 ANNUAL MEETING
OF STOCKHOLDERS

TO BE HELD MAY 20, 2015

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2015 ANNUAL MEETING

Proxy Materials

Why am I receiving these materials?

The Board of Directors of Inventure Foods, Inc. (the “Company,” “Inventure Foods,” “we, “us” and “our”) has delivered printed versions of the proxy materials to you by mail on or about April 20, 2015, and has also made these materials available to you on the Internet, in connection with the solicitation of proxies for use at the Company’s 2015 Annual Meeting of Stockholders, which will take place on Wednesday, May 20, 2015 at 8:30 a.m., local time (the “2015 Annual Meeting”), at the Arizona Biltmore, 2400 East Missouri Avenue, Phoenix, Arizona 85016.  As a stockholder, you are invited to attend the 2015 Annual Meeting and are requested to vote on the proposals described in this Proxy Statement for the 2015 Annual Meeting (this “2015 Proxy Statement”).  This 2015 Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

What is included in these materials?

The proxy materials include:

·                  This 2015 Proxy Statement for the 2015 Annual Meeting;

·                  Our 2014 Annual Report to Stockholders, which includes our annual report on Form 10-K for the fiscal year ended December 27, 2014 (the “2014 Annual Report”); and

·                  The proxy card or a voting instruction card for the 2015 Annual Meeting.

How can I access the proxy materials over the Internet?

You have received printed copies of the proxy materials.  Our proxy materials are also available on our website at www.inventurefoods.com on the “Annual Report and Proxy” section of the “Investor Relations” page.

If you choose to receive our future proxy materials electronically, it will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment.  If you choose to receive future proxy materials electronically, you will receive an e-mail next year with instructions containing a link to the website where those materials are available.  Your election to receive proxy materials electronically will remain in effect until you terminate it.

How may I obtain a paper copy of the proxy materials?

Stockholders receiving notice of the availability of the proxy materials by e-mail will find instructions in that e-mail about how to obtain a paper copy of the proxy materials.  Stockholders who have previously submitted a standing request to receive paper copies of our proxy materials will receive a paper copy of the proxy materials by mail.

What shares are included on the proxy card?

If you are a stockholder of record, you will receive only one proxy card for all the shares you hold of record:

·                  in certificate form; and

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·                  in book-entry form.

If you are a beneficial owner, you will receive voting instructions from your broker, bank or other holder of record.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.”  Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of 2015 Annual Meeting of Stockholders (the “Notice of 2015 Annual Meeting”), this 2015 Proxy Statement and the 2014 Annual Report, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies.  This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of 2015 Annual Meeting, this2015 Proxy Statement and any accompanying documents, or if you hold stock of the Company in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Corporate Secretary of the Company by sending a written request to Inventure Foods, Inc., Corporate Secretary, 5415 East High Street, Suite 350, Phoenix, Arizona 85054, or by calling (623) 932-6200.

If you participate in householding and wish to receive, free of charge, a separate copy of the Notice of 2015 Annual Meeting, this 2015 Proxy Statement and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Corporate Secretary of the Company as set forth above.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

Voting Information

What items of business will be voted on at the 2015 Annual Meeting?

The items of business scheduled to be voted on at the 2015 Annual Meeting are:

(1)                                 To elect seven Directors to hold office until the next annual meeting and until their respective successors are elected and qualified.

(2)                                 To approve the Inventure Foods, Inc. 2015 Equity Incentive Plan (the “2015 Plan”).

(3)                                 To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2015.

(4)                                 To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

We will also consider any other business that properly comes before the 2015 Annual Meeting.

How does the Board recommend that I vote?

The Board unanimously recommends that you vote your shares:

·                  “FOR” the election of each of the nominees for Director listed in Proposal One.

·                  “FOR” the approval of the 2015 Plan.

·                  “FOR” the ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2015.

Who is entitled to vote at the 2015 Annual Meeting?

Only stockholders of record at the close of business on April 6, 2015 (the “Record Date”) will be entitled to vote at the 2015 Annual Meeting.  As of the Record Date, 19,549,796 shares of our common stock were outstanding and entitled to vote.  Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the seven Director nominees and one vote on each other matter.

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Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the 2015 Annual Meeting will be available at the 2015 Annual Meeting and for ten days prior to the 2015 Annual Meeting for any purpose germane to the 2015 Annual Meeting, between the hours of 9:00 a.m. and 4:30 p.m., at our principal executive offices at 5415 East High Street, Suite 350, Phoenix, Arizona 85054, by contacting the Corporate Secretary of the Company.

How can I vote if I own shares directly?

Most stockholders do not own shares registered directly in their name, but rather are “beneficial holders” of shares held in a stock brokerage account or by a bank or other nominee (that is, shares held “in street name”).  Those stockholders should refer to “How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?” below for instructions regarding how to vote their shares.

If, however, your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Co., you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you.  You may vote in the following ways:

·                  By Mail:  Votes may be cast by mail, as long as the proxy card or voting instruction card is delivered to the Company prior to 11:59 p.m., local time, on Tuesday, May 19, 2015.  Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope; or

·                  In Person:  Attend the 2015 Annual Meeting and vote your shares in person.

Whichever of these methods you select to transmit your instructions, the proxy holders will vote your shares in accordance with those instructions.

If you vote by mail without giving specific voting instructions, your shares will be voted:

·                  “FOR” Proposal One — The election of the seven nominees named herein to the Board of Directors.

·                  “FOR” Proposal Two — The approval of the 2015 Plan.

·                  “FOR” Proposal Three — The ratification of the appointment of our independent registered public accounting firm.

If no specific instructions are given, the shares will be voted in accordance with the recommendation of our Board of Directors and as the proxy holders may determine in their discretion with respect to any other matters that properly come before the meeting.

How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and your broker or nominee is considered the “stockholder of record” with respect to those shares.  Your broker or nominee should be forwarding these proxy materials to you.  As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to attend the 2015 Annual Meeting.  However, since you are not the stockholder of record, you may not vote these shares in person at the 2015 Annual Meeting.  If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.

What is a quorum for the Annual Meeting?

The presence of the holders of stock representing a majority of the voting power of all shares of stock issued and outstanding as of the Record Date, represented in person or by proxy, is necessary to constitute a quorum for the transaction of business at the 2015 Annual Meeting.  Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you vote in person at the 2015 Annual Meeting.  Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

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What is the voting requirement to approve each of the proposals?

For the election of Directors, the seven Director nominees who receive the highest number of “FOR” votes will be elected as Directors.  You may vote “FOR” or “WITHHOLD” with respect to each Director nominee.  Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have the same effect as an abstention.  With respect to each of the other proposals, approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote either in person or by proxy.

What is the effect of abstentions and broker non-votes?

Shares not present at the meeting and shares voted “WITHHOLD” will have no effect on the election of Directors.  For each of the other proposals, abstentions will have the same effect as an “AGAINST” vote.  If you are a beneficial owner and hold your shares in “street name” in an account at a bank or brokerage firm, it is critical that you cast your vote if you want it to count in the election of Directors and the approval of the 2015 Plan.  Under the rules governing banks and brokers who submit a proxy card with respect to shares held in “street name,” such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters.  Routine matters include the ratification of auditors.  Non-routine matters include the election of Directors and the approval of the 2015 Plan.  Banks and brokers may not vote on these proposals if you do not provide specific voting instructions.  Accordingly, we encourage you to vote promptly, even if you plan to attend the 2015 Annual Meeting.  In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Can I change my vote or revoke my proxy?

Subject to any rules and deadlines your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the 2015 Annual Meeting.

If you are a stockholder of record, you may change your vote by (1) filing with the Company’s Corporate Secretary, prior to your shares being voted at the 2015 Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) attending the 2015 Annual Meeting and voting in person (although attendance at the 2015 Annual Meeting will not, by itself, revoke a proxy).

If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee, or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the 2015 Annual Meeting and voting in person.

Any written notice of revocation or subsequent proxy card must be received by the Company’s Corporate Secretary prior to the taking of the vote at the 2015 Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy.  Your vote will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.  Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to the Company’s Corporate Secretary.

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Who will count the votes?

Our Corporate Secretary, Steve Weinberger, will tabulate the votes and act as inspector of election.

Where can I find the voting results of the 2015 Annual Meeting?

We intend to announce preliminary voting results at the 2015 Annual Meeting and publish final results in a Current Report on Form 8-K report to be filed with the SEC within four business days of the 2015 Annual Meeting.

Attending the 2015 Annual Meeting

How can I attend the 2015 Annual Meeting?

You are entitled to attend the 2015 Annual Meeting only if you were a stockholder of the Company as of the Record Date.  Since seating is limited, admission to the meeting will be on a first come, first served basis.  If you are not a stockholder of record but hold shares as a beneficial owner in street name, you must provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to April 6, 2015, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership.

What happens if additional matters are presented at the 2015 Annual Meeting?

If any other matters are properly presented for consideration at the 2015 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2015 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment.  The Company does not currently anticipate that any other matters will be raised at the 2015 Annual Meeting.

Who will bear the cost of soliciting votes for the 2015 Annual Meeting?

The Company will bear the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.  If you choose to access the proxy materials over the Internet, you are responsible for Internet access charges you may incur.  In addition, we will request banks, brokers and other intermediaries holding shares of our common stock beneficially owned by others to obtain proxies from the beneficial owners and will reimburse them for their reasonable expenses in so doing.  Solicitation of proxies by mail may be supplemented by telephone, by electronic communications and personal solicitation by our officers, Directors and employees.  No additional compensation will be paid to our officers, Directors or employees for such solicitation.

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CORPORATE GOVERNANCE

Governance Information

Director Qualification Standards and Review of Director Nominees

The Board of Directors does not currently have a separate Nominating and Corporate Governance Committee.  On September 18, 2013, the Compensation Committee was reconstituted to perform functions similar to a Nominating and Corporate Governance Committee.  The Compensation Committee makes recommendations to the Board of Directors regarding the size and composition of the Board of Directors and is responsible for screening and reviewing potential Director candidates and recommending qualified candidates to the Board of Directors for nomination.  In identifying potential candidates, the Compensation Committee may rely on suggestions and recommendations from the Board of Directors, management, stockholders and others, and may also retain search firms for assistance.  The Board of Directors believes that this process is as effective in nominating qualified Director candidates as is instituting a separate committee under a separate charter.  Because the Board of Directors also believes that the Compensation Committee is in the best position to locate qualified candidates, the Board of Directors does not currently have a policy with regard to the consideration of any Director candidates recommended by stockholders.  Nominations from stockholders must be addressed and received in accordance with the instructions set forth under “Stockholder Proposals or Nominations to be Presented at Next Annual Meeting” later in this 2015 Proxy Statement in order to be included in the proxy statement relating to the next annual election of Directors.

Criteria for Board of Directors Membership

Board of Directors candidates, including Directors up for reelection, are considered based upon various criteria, including, but not limited to, broad-based business and professional skills and experience, understanding of the Company’s business and markets, concern for the long-term interests of our stockholders, personal integrity, freedom from conflicts of interest, sound business judgment, and time available to devote to Board of Directors’ activities.  The Board of Directors has not established any specific minimum qualification standards for nominees to the Board of Directors, although from time to time the Board of Directors may identify certain skills or attributes as being particularly desirable to help meet specific Board of Director needs that have arisen.  While the Board of Directors does not have a formal diversity policy for Board membership, the Board seeks Directors who represent a mix of backgrounds and experiences that will enhance the quality of the deliberations and decisions of the Board of Directors.  In addition, the Board of Directors is committed to considering candidates for the Board regardless of gender, ethnicity and national origin.  We believe that the considerations and the flexibility of our nomination process have created Board diversity of a type that is effective for our Company.

Director Independence

The Board of Directors has determined that, other than Terry McDaniel, our Chief Executive Officer (“CEO”), and Mr. Edmonson, each of the current members of the Board of Directors is an “independent director” for purposes of the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the term relates to membership on the Board of Directors and the various committees of the Board of Directors.  Nasdaq’s independence definition includes a series of objective tests, such as that the Director has not been an employee of the Company within the past three years and has not engaged in various types of business dealings with the Company.  In addition, as further required by Nasdaq rules, our Board has made an affirmative subjective determination as to each independent Director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director.  In making these determinations, the Board reviewed and discussed information provided by the Directors and us with regard to each Director’s business and personal activities as they may relate to the Company and our management.  On an annual basis, each Director and executive officer is obligated to complete a Director and Officer Questionnaire that requires disclosure of any transactions with the Company in which the Director or executive officer, or any member of his or her family, have a direct or indirect material interest.

In May 2014, the Board of Directors determined that the amount of payments from the Company to Vidalia Brands, Inc. would likely exceed the $200,000 threshold as of the end of fiscal year 2014 and result in Mr. Edmonson no longer being an independent director.  For more information with respect to the related party transaction with Mr. Edmonson, see the “Certain Relationships and Related Transactions” section of this 2015 Proxy Statement.  Accordingly, the Board of Directors concluded that it was in the best interests of the Company and our stockholders that Mr. Edmonson transition off of the Audit and Compensation Committees.  As a result, Mr. Edmonson resigned from such committees effective May 14, 2014.

Based upon all of the elements of independence set forth in the Nasdaq Listing Rules, the Board of Directors has determined that each of the following current non-employee Directors is independent and has no relationship with the Company, except as a Director and stockholder of the Company:

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The Board of Directors has also determined that Itzhak Reichman (who served as a Director until he resigned on May 14, 2014) was independent at the time he served as a Director.

Board of Directors Leadership Structure

The Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management.  The Board of Directors understands that there is no single, generally accepted approach to providing Board of Directors leadership, and that given the dynamic and competitive environment in which we operate, the right Board of Directors leadership structure may vary as circumstances warrant.  We currently separate the roles of Chief Executive Officer and Chairman of the Board of Directors in recognition of the differences between the two roles.  The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board of Directors provides guidance to the Chief Executive Officer and sets the agenda for meetings of the Board of Directors and presides over meetings of the full Board of Directors.  The Board of Directors believes this leadership structure is optimal for the Company at the current time.  The Board of Directors also believes that the current leadership structure provides independent oversight and management accountability through regular executive sessions of the independent Directors and which are chaired by the Chairman of the Board of Directors, as well as through a Board of Directors composed of a majority of independent Directors.

In the event that our Chief Executive Officer is also the Chairman of the Board of Directors, our independent Directors would elect a Lead Independent Director to be responsible for coordinating the activities of the other independent Directors and perform various other duties.

Board of Directors Role in Risk Oversight

Mr. David L. Meyers has served as Chairman of our Board of Directors since September 18, 2013, Mr. Ashton D. Asensio has served as Chairman of our Audit Committee since 2006, and Mr. Paul J. Lapadat has served as Chairman of our Compensation Committee since September 18, 2013.  Messrs. Meyers, Asensio and Lapadat provide strong independent leadership in their respective functions.  It is management’s responsibility to manage risk and bring to the Board of Directors’ attention the most material risks to the Company, but the Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company.  Our Chairman of the Board of Directors and our Audit Committee and Compensation Committee help facilitate this oversight function.  The full Board of Directors considers strategic risks and opportunities and regularly reviews enterprise-wide risk management, including food safety, internal controls, compliance and ethics, insurance, and operations.  Our Audit Committee regularly reviews risks related to internal controls over financial reporting and periodically reviews risks related to cybersecurity matters, and our Compensation Committee regularly reviews risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements for executive officers.  Please refer to the “Executive Compensation — Our Executive Compensation Program Framework — The Decision Making Process — Compensation Policies and Practices as Related to Risk Management” section elsewhere in this 2015 Proxy Statement for further details regarding risks relating to the design of compensation programs and arrangements for executive officers.  The full Board of Directors regularly receives detailed reports from the Audit Committee and Compensation Committee regarding risk oversight in their areas of responsibility.

Executive Sessions

Non-management Directors generally meet in executive session without management present each time the Board of Directors holds its regularly scheduled meetings.  In lieu of a regularly presiding Director, these executive sessions are presided over by the Chairman of the Board of Directors.  It is contemplated that at least twice each year, in conjunction with regularly scheduled Board of Directors meetings, the Board of Directors will hold an executive session at which only those Directors who are “independent,” within the meaning of currently applicable Exchange Act rules and Nasdaq rules, are present.

Stockholder Communications with Directors

Stockholders who wish to communicate with the Board of Directors, the non-management Directors or an individual Director may do so by sending a letter to the Corporate Secretary of the Company at 5415 East High Street, Suite 350, Phoenix, Arizona 85054.  The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.”  The Corporate Secretary has been authorized to screen commercial solicitations and materials which pose security risks, are unrelated to the business or governance of the Company, relate to routine or insignificant matters that do not warrant the attention of the Board of Directors, are frivolous or offensive, or are otherwise inappropriate.  All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all or individual members of the Board of Directors.  The Corporate Secretary will make copies of all such letters and circulate them to the appropriate Director or Directors.

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Indemnification of Directors and Officers

As required by our Amended and Restated Bylaws (“Bylaws”), we indemnify our Directors and our elected officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company.

Policies on Business Conduct and Ethics

All of our employees, including our Chief Executive Officer and Chief Financial Officer, are required to abide by our Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner.  These policies form the foundation of a process that includes compliance with corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and a commitment to full compliance with all laws and regulations affecting the Company’s business.  Our policies and procedures cover all major areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Business Conduct and Ethics.  As required by the Sarbanes-Oxley Act of 2002, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

The Company’s Chief Executive Officer, Chief Financial Officer, executive management members and finance managers (the “Financial Leaders”) are also required to abide by our supplemental Financial Code of Ethics.  The supplemental Financial Code of Ethics sets forth specific policies to guide the Financial Leaders in the performance of their duties, including policies addressing compliance with laws, rules and regulations, conflicts of interest, and disclosures in the Company’s periodic reports and other public communications.

The full text of both the Code of Business Conduct and Ethics and the supplemental Financial Code of Ethics are posted on the “Investor Relations — Governance Documents” section of our website at www.inventurefoods.com.

We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website as promptly as practicable, as may be required under applicable SEC and Nasdaq rules and, to the extent required, by filing Current Reports on Form 8-K with the SEC disclosing such information.

Board and Committee Membership

Meetings of the Board of Directors and Committees

The Board of Directors held nine meetings during the fiscal year ended December 27, 2014.  The Board of Directors has two standing committees:  an Audit Committee and a Compensation Committee.  On September 18, 2013, the Compensation Committee was reconstituted to also perform functions similar to a Nominating and Corporate Governance Committee.  During fiscal year 2014, each of our Directors, other than Itzhak Reichman (who served as a Director until he resigned on May 14, 2014), attended at least 75% of the total number of meetings of the Board of Directors and all of the committees of the Board of Directors on which such Director served during that period.

The following table sets forth the standing committees of the Board of Directors and the members of each committee of the Board of Directors for fiscal year 2014:

(1)  Our Chairman of the Board of Directors is invited to attend each committee meeting in which he was not already a member in an ex officio role.

(2)  Mr. Asensio is Chair of the Audit Committee.  He attended all five meetings of the Audit Committee held during fiscal year 2014.

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(3)  Mr. Cole joined the Board of Directors and became a member of the Compensation Committee effective May 14, 2014.  He attended all four meetings of the Compensation Committee held during fiscal year 2014 after his appointment to such committee.

(4)  Mr. Edmonson was a member of the Audit Committee and the Compensation Committee until he resigned from such committees effective May 14, 2014.  He attended all three meetings of the Audit Committee and all two meetings of the Compensation Committee held during fiscal year 2014 prior to his resignation from such committees.

(5)  Mr. Edwards joined the Board of Directors and became a member of the Audit Committee effective May 14, 2014.  He attended all two meetings of the Audit Committee held during fiscal year 2014 after his appointment to such committee.

(6)  Mr. Lapadat is Chair of the Compensation Committee and a member of the Audit Committee.  He attended all five meetings of the Audit Committee and all six meetings of the Compensation Committee held during fiscal year 2014.

(7)  Mr. Meyers is a member of the Compensation Committee.  He attended all six meetings of the Compensation Committee held during fiscal year 2014.

(8)  Mr. Reichman resigned from the Board of Directors effective May 14, 2014.

Audit Committee

The current members of the Audit Committee are Messrs. Asensio (Chair), Edwards and Lapadat.  Each of the members of the Audit Committee is independent for purposes of the Nasdaq Listing Rules as they apply to audit committee members.  The Board of Directors has determined that Mr. Asensio qualifies as an audit committee financial expert under the rules of the SEC.  The Audit Committee has the responsibility to assist the Board of Directors in its oversight of the integrity of the Company’s financial statements, the qualification and independence of the Company’s independent auditors, and the performance of the independent auditors.  Management has primary responsibility for the Company’s financial statements, reporting process and internal controls, and the Company’s independent auditors are responsible for auditing the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing an opinion as to whether the Company’s financial statements are, in all material respects, presented fairly in conformity with such principles.  The Audit Committee oversees the Company’s financial reporting process, hires and sets the compensation of the Company’s independent auditors, pre-approves all audit and non-audit engagements of the Company’s independent auditors and related party transactions, reviews reports from the Company’s independent auditors and the Company’s financial statements, monitors and informs the Board of the Company’s accounting policies and internal controls, reviews the scope of the audit, and monitors the quality and objectivity of the Company’s financial statements and the independence of the Company’s independent auditors.  In addition, pursuant to its charter, the Audit Committee performs an annual evaluation of the adequacy of the Audit Committee’s charter.  A copy of the Audit Committee charter is available on our website, www.inventurefoods.com, by choosing the “Investor Relations” and then “Governance Documents” links.  Additional information regarding the Audit Committee is set forth in the “Report of the Audit Committee” immediately following Proposal Three.

Compensation Committee

The current members of the Compensation Committee are Messrs. Lapadat (Chair), Cole and Meyers.  The Board has determined that each of the Compensation Committee members is an outside Director within the meaning of the regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a non-employee Director under Rule 16b-3 under the Exchange Act, and “independent” within the meaning of currently applicable Exchange Act rules and Nasdaq rules.  The Compensation Committee evaluates the performance and reviews and approves the compensation of our executive officers, including our Chief Executive Officer.  Please refer to the “Compensation Discussion and Analysis” section of this 2015 Proxy Statement for further details regarding the Company’s compensation program.  A copy of the Compensation Committee charter is available on our website, www.inventurefoods.com, by choosing the “Investor Relations” and then “Governance Documents” links.

The Compensation Committee also reviews, approves and recommends to the Board of Directors for approval the compensation of the members of the Board of Directors.  In approving Director compensation, the Compensation Committee considers the anticipated number of meetings of the Board of Directors and its Committees and data regarding Director compensation for similar size companies in similar industries.

On September 18, 2013, the Compensation Committee was reconstituted to perform functions similar to a Nominating and Corporate Governance Committee.  As such, the Compensation Committee also considers qualified candidates for appointment and nomination for election to the Board of Directors and makes recommendations concerning such candidates.

The Compensation Committee may retain outside compensation consulting firms to assist in the evaluation of executive officer and non-employee Director compensation, and has the authority to obtain advice and assistance from internal or external legal, accounting and other consultants.

During fiscal 2014, the Compensation Committee worked with two separate outside compensation consulting firms who were engaged to assist the Compensation Committee with certain executive compensation matters for the Company.  Specifically, pursuant to the authority granted to it in its charter, in January 2014, the Compensation Committee retained River Rock Partners (“River Rock”)

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to assist the Compensation Committee with the Company’s annual bonus plan for fiscal year 2014 (the “2014 Bonus Plan”).  In addition, in April 2014, the Compensation Committee retained Mercer (“Mercer”) as its executive compensation consultant.

Both River Rock and Mercer were engaged by the Compensation Committee pursuant to separate written consulting agreements with the Compensation Committee.  In their respective roles as consultants to the Compensation Committee, River Rock and Mercer reported directly, and were accountable, to the Compensation Committee.

Under the terms of the River Rock engagement, River Rock assisted the Compensation Committee in developing the Company’s 2014 Bonus Plan, which set forth recommended objectives and metrics, and a basic plan structure.   Under the terms of the Mercer engagement, Mercer conducted a competitive benchmarking review for select senior executives of the Company and provided recommendations to the Compensation Committee regarding base compensation, target bonus, target total cash, long-term incentives value and design and target total executive compensation.  The fees paid to each of River Rock and Mercer in fiscal 2014 were less than $120,000.  Neither River Rock nor Mercer provided any other services to the Company during fiscal 2014.

None of the Company’s management participated in the Compensation Committee’s decision to retain River Rock or Mercer.  Each of River Rock and Mercer reported directly to the Compensation Committee.  The Compensation Committee has the authority to replace its consultants or hire additional consultants at any time.  River Rock did not attend any Compensation Committee meetings and was not asked to do so.  Mercer attended meetings of the Compensation Committee, as requested, and communicated with the Compensation Committee Chairman between meetings.  The Compensation Committee made all decisions regarding the compensation of the Company’s executive officers.

The Compensation Committee regularly reviews the services provided by its outside consultants and believes that River Rock and Mercer are independent in providing executive compensation consulting services.  The Compensation Committee conducted a specific review of its relationship with River Rock and Mercer in 2014, and determined that their work for the Compensation Committee did not raise any conflicts of interest, consistent with the rules and guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC and Nasdaq.  In making this determination, the Compensation Committee noted that during 2014:

·                  Neither River Rock nor Mercer provided any services to the Company or its management other than service to the Compensation Committee, and its services were limited to executive compensation consulting.  Specifically, neither River Rock nor Mercer provided, directly or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resource outsourcing.

·                  Fees from the Company were less than 1% of each of River Rock’s and Mercer’s total revenue.

·                  Each of River Rock and Mercer maintains a Conflicts Policy with specific policies and procedures designed to ensure independence.

·                  No River Rock or Mercer consultants who worked on Company matters had any business or personal relationship with Compensation Committee members.

·                  No River Rock or Mercer consultants who worked on Company matters had any business or personal relationship with executive officers of the Company.

·                  No River Rock or Mercer consultants who worked on Company matters directly own Company stock.

The Compensation Committee monitors the independence of its compensation consultant on a periodic basis.  Please refer to “Executive Compensation” elsewhere in this 2015 Proxy Statement for additional details regarding the Company’s compensation consultants.

Director Attendance at Annual Meetings

We attempt to schedule our annual meeting of stockholders at a time and date to accommodate attendance by Directors taking into account the Directors’ schedules.  All Directors are encouraged to attend our 2015 Annual Meeting.  All of our current Directors attended our last annual meeting of stockholders held on May 14, 2014.

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PROPOSAL ONE

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

The Bylaws of the Company provide that the number of Directors constituting the Board of Directors shall be determined by resolution of the Board of Directors at any meeting or by the stockholders at an annual meeting.  The Board of Directors of the Company has set the number of Directors comprising the Board of Directors at seven.

There are seven nominees for Director to be voted on at the 2015 Annual Meeting.  Each Director to be elected will hold office until the next annual meeting and until his respective successor is elected and qualified.  If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as we may designate.

The seven nominees receiving the highest number of “FOR” votes will be elected as Directors.  A “WITHHOLD” vote will have no effect on the vote.

The Board of Directors recommends that you vote “FOR” the Director nominees named below.

Director Nominees

The table below sets forth the names and ages of the Director nominees and, where applicable, the year each first became a Director of the Company.

The following information relates to each person nominated to be a Director, which collectively constitute all of the Directors of the Company whose terms will continue after the 2015 Annual Meeting.  Where applicable, the information includes any publicly traded company directorships and certain other directorships held by each Director during the past five years.

Ashton D. Asensio.  Mr. Asensio has served as a Director of the Company since February 2006 and was appointed Chairman of the Audit Committee in July 2006.  Mr. Asensio is a financial and operations consultant.  From January 2009 to June 2013, he served as Chief Financial Officer of Security Alarm Financing Enterprises, L.P., a California security alarm account aggregator.  From 2003 to January 2009, Mr. Asensio was a financial and operations consultant.  From March 2005 to January 2009, Mr. Asensio provided consulting services to American Pacific Financial Corp., a Grand Terrace, California-based asset management firm (“APFC”) and various entities in which APFC had an ownership interest, including Realty Information Systems, Inc., a franchising organization (“RIS”).  From August 2005 to February 2006, Mr. Asensio served as Chief Financial Officer of RIS.  On March 28, 2008, an involuntary action was filed against RIS under Chapter 7 of the Bankruptcy Code, 11 U.S.C. Section 101, et. seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Nevada.  RIS disputed the petition, but subsequently consented to relief under Chapter 11 of the Bankruptcy Code on July 15, 2008.  APFC and its affiliates prevailed as the successful credit bidder for the RIS assets in a sale pursuant to an order of the Bankruptcy Court on December 30, 2008.  From March 1, 2008 through December 31, 2008, Mr. Asensio provided services to RIS as a consulting Chief Financial Officer under a consulting arrangement with RIS.  From 1972 to 1979, Mr. Asensio was an audit manager for Peat Marwick Mitchell.  Mr. Asensio received his Bachelor of Science degree in Accounting from Florida Atlantic University and received his Master of Accounting degree from Florida State University.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Asensio should serve as a Director in light of our business and structure were his advanced accounting education and extensive experience as a former certified public accountant and audit manager with a major independent auditing firm, and recent engagements as a Chief Financial Officer or financial consultant for private companies.

Timothy A. Cole.  Mr. Cole most recently served as Executive Vice President of Sales at Del Monte Foods, Inc., a Fortune 500 consumer packaged foods company, from 2004 until his retirement in 2014.  From 1979 to 2004, Mr. Cole held a variety of positions with The Quaker Oats Company, now a unit of PepsiCo, Inc., where he became Vice President of National Accounts for the United States.  Mr. Cole received his Bachelor of Science degree in Marketing from Florida State University and currently serves on the Board of Governors at Florida State University.

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The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Cole should serve as a Director in light of our business and structure were his senior executive experience with top consumer packaged goods companies and his experience as a sales executive, which experience the Board of Directors did not have previously.

Macon Bryce Edmonson.  Mr. Edmonson has served as a Director of the Company since July 2006 and was the Chairman of the Compensation Committee from October 2008 until September 2013.  Mr. Edmonson is currently the Chief Executive Officer of Bland Farms, LLC, a large multinational farming and sales operation based in Glennville, Georgia.  Bland Farms is principally engaged in the production and sales of sweet onions.  Mr. Edmonson served as a Senior Vice President in charge of the North American business of Del Monte Fresh Produce Company from 1995 to 2005 and, since mid-2005, has been a consultant for the food industry helping companies realign their strategies and position themselves for growth in the North American market.  On January 26, 2012, Arroyo Farming Partners LLC, an entity in which an affiliate of Mr. Edmonson is a 25% partner, voluntarily filed under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona.  Mr. Edmonson received Bachelor and Master of Science degrees in Entomology from the University of Florida and a Masters of Business Administration in Marketing from the University of Miami.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Edmonson should serve as a Director in light of our business and structure were his advanced business education and extensive experience as a former officer of a major consumer food product company, and his ongoing consultant work in the food industry.

Harold S. Edwards.  Mr. Edwards has been President and Chief Executive Officer of Limoneira Company, a company listed on the NASDAQ Global Select Market, since November 2003.  Previously, Mr. Edwards was the President of Puritan Medical Products, a division of Airgas, Inc.  Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc., Cargill, Inc., Agribrands International and the Ralston Purina Company.  Mr. Edwards is currently a member of the board of directors of Limoneira Company; Calavo Growers, Inc., a company listed on the NASDAQ Global Select Market; and Compass Diversified Holdings LLC, a company listed on the New York Stock Exchange.  Mr. Edwards is a graduate of Lewis and Clark College and the Thunderbird School of Global Management where he earned a Masters of Business Administration.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Edwards should serve as a Director in light of our business and structure were his senior leadership with multiple food companies, his experience as a public company chief executive officer and serving on public company boards, his extensive agricultural experience, which ties into the Company’s frozen fruit and vegetable business, and his extensive financial background.

Paul J. Lapadat.  Mr. Lapadat has served as a Director of the Company since May 2013 and was appointed Chairman of the Compensation Committee in September 2013.  Since 2010, Mr. Lapadat has been Chief Executive Officer of Flagstone Foods, formerly Snacks Holding Corporation.  In November 2010, Gryphon Investors, a San Francisco-based private equity firm, purchased Ann’s House of Nuts and Amport Foods, and appointed Mr. Lapadat as Chief Executive Officer.  Flagstone Foods is the parent company of Ann’s House of Nuts and Amport Foods, both industry leading private label snack food companies competing in the trail mix, dried fruit, snack nuts and wholesome snacks segments.  From 2004 to 2010, Mr. Lapadat served as President and Chief Operating Officer of the $2 billion Snack Foods Group for ConAgra Foods, a Fortune 500 consumer packaged goods company whose brands include Orville Redenbacher’s™, Slim Jim™, DAVID™ Sunflower Seeds, ACT II™ and Crunch ‘n Munch™ along with the Store Brands Division.  Previously, Mr. Lapadat served as General Manager of ConAgra’s Store Brands Division from 2001 to 2003, where he managed over 20 private label categories.  Prior to ConAgra, Mr. Lapadat held multiple positions of increasing responsibility in Marketing and Brand Management for The Pillsbury Company and Kraft Foods.  Prior to these positions, Mr. Lapadat began his career in Finance at General Mills.  Directorships include service on the board of directors of Flagstone Foods from 2010 to present and the Snacks Foods Association in 2009.  Mr. Lapadat received his Bachelor of Arts degree in Accounting from the University of St. Thomas and a Masters of Business Administration in Marketing and General Management from UCLA Anderson School of Management.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Lapadat should serve as a Director in light of our business and structure were his accounting and marketing education, his extensive experience in finance, sales, marketing and general management for Fortune 500 consumer packaged foods companies, and his strong expertise in strategic planning, acquisitions and divestitures, restructuring, business turnaround, supply chain optimization, risk management and SAP implementation.

Terry McDaniel.  Mr. McDaniel has served as a Director and Chief Executive Officer of the Company since May 2008 and as Chief Operating Officer from April 2006 to April 2008.  Since May 2008, Mr. McDaniel has served on the Board of Directors of Foster Farms Dairy, the largest privately owned dairy in California, and currently serves as its lead director and Chair of the Compensation Committee.  Mr. McDaniel served as Chairman of the Snack Food Association from March 2009 to March 2010, and served on its executive committee from March 2007 to March 2012.  Mr. McDaniel has served on the Chairman’s Advisory Committee of the Grocery Manufacturers Association, most recently since 2006.  From September 2003 to April 2006, Mr. McDaniel was President and a director of MSLI Worksite Benefits, a company that marketed voluntary benefits through the worksite to Fortune 1000 companies.  From 1998 to 2003, Mr. McDaniel served as President, Chief Executive Officer and a director of Wise Foods, Inc.  Prior to 1998, Mr. McDaniel served as Vice President of Sales and Marketing for Wise Foods, Inc., and as Vice President of Sales and Distribution for Haagen-Dazs Company, Inc.  Prior to these positions, he held sales leadership positions for companies such as the

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Nestle Corporation, Tropicana Products, Inc. and Unilever.  Mr. McDaniel received a bachelor’s degree in business and a Masters of Business Administration from Columbus State University.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. McDaniel should serve as a Director in light of our business and structure were his status as the only member of the Company’s senior management who serves on the Board of Directors, his advanced business education and his extensive leadership and operations experience as an officer and director of large companies in the consumer products, retail and food industries.

David L. Meyers.  Mr. Meyers has served as a Director of the Company since May 2013 and was appointed Chairman of the Board in September 2013.  Mr. Meyers is currently the Executive Vice President and Chief Financial Officer of Del Monte Foods, Inc., a Fortune 500 consumer packaged foods company, since February 2014.  Mr. Meyers was retired from 2011 until February 2014.  Mr. Meyers served as Executive Vice President and Chief Financial Officer of Del Monte Foods, Inc. from 1997 until his retirement in 2011.  Previously, Mr. Meyers served as Executive Vice President and Chief Financial Officer of a privately held consumer packaged goods company purchased by a private equity group from RJR Nabisco, Inc. from 1991 to 1997 and as Vice President of Finance from 1989 to 1991; as Vice President and Controller for the Ohlmeyer Communication division of RJR Nabisco from 1988 to 1989 and as Controller for the Del Monte division of RJR Nabisco from 1987 to 1988; and as Director of Finance for Nabisco Brands from 1982 to 1987.  From 1975 to 1982, Mr. Meyers served in material management, manufacturing controller, manager of corporate accounting, plant controller and cost accountant capacities for Standard Brands, Inc., including its Planters Peanuts Division and Clinton Corn Processing Division.  Mr. Meyers has served on the board of directors for Lineage Logistics Holdings, LLC since 2014.  Since 2008 to 2013, Mr. Meyers served on the board of directors and chairman of the audit committee for Foster Dairy Farms.  Since 2011 to January 2014, Mr. Meyers served on the board of directors for Location Based Technologies, a GPS location device developer.  He also served on the board of directors for Bay Grove Capital, a private equity group, until 2014.  Previous directorships include service on the board of directors and chairman of the audit committee for Smart & Final during the one-year period prior to its sale to an affiliate of Apollo Management L.P. on May 31, 2007.  Mr. Meyers received his Bachelor of Arts degree in Business Administration from the University of Northern Iowa and served four years in the United States Air Force.

The specific experience, qualifications, attributes or skills that led the Board of Directors to conclude that Mr. Meyers should serve as a Director in light of our business and structure were his strong knowledge of capital markets, his extensive experience in corporate and operations finance, business development, strategy, acquisitions and divestitures and his overall leadership skills focused on achieving high growth and low cost development of operations in the consumer products industry.

Executive Officers

In addition to Mr. McDaniel, the other current executive officers of the Company are:

Steve Weinberger, age 63, has served as Chief Financial Officer of the Company since August 2006.  From July 2004 to July 2006, Mr. Weinberger was Chief Financial Officer of Fiera Foods Co.  From 1999 to 2003, Mr. Weinberger was Senior Vice President of Finance at Canada Bread Company.  From 1979 to 1999, Mr. Weinberger was employed at Nabisco Canada, where he last served as Senior Vice President of Finance of the Christie Brown & Company division.  Mr. Weinberger received a Bachelor of Arts degree with honors and a Masters of Business Administration from York University.

E. Brian Foster, age 52, has served as Senior Vice President — Operations of the Company since October 2010.  From 2008 to October 2010, Mr. Foster was Executive Vice President — Global Operations of Colwell, Inc.  Mr. Foster served as Vice President — Operations of the Company from 2005 to 2008 and Plant Director (Bluffton, Indiana) of the Company from 2002 to 2005.  Mr. Foster received a Bachelor of Science degree and a Master of Science degree in Industrial Management from Clemson University.

Daniel W. Hammer, age 53, has served as Senior Vice President and General Manager of the Frozen division of the Company since May 2014.  Mr. Hammer recently served as Vice President of Michael Angelo’s Gourmet from February 2012 until December 2013.  From 2008 to 2011, he was Senior Vice President of Marketing at Schwan’s Consumer Brands.  Prior to that, Mr. Hammer worked at ConAgra Foods, Unilever, Snyder’s of Hanover and Nestle Foods.  Mr. Hammer holds a Bachelor of Business Administration degree from the University of Notre Dame.

Brad L. Rader, age 43, has served has Vice President and General Manager of Rader Farms of the Company since 2007, the responsibilities of which include farm management, grower relations and sales.  Prior to our acquisition of the farming operation and berry processing facility from Rader Farms, Inc. in May 2017,  Mr. Rader served as Vice President of Sales and Marketing for Rader Farms, Inc. from 1995 to 2007.  Mr. Rader received a bachelor of science in Agricultural Business Management from Oregon State University.

Steven Sklar, age 51, has served as the Senior Vice President and General Manager of the Snack division of the Company since December 2013.  Prior to such time, Mr. Sklar served as the Senior Vice President of Marketing of the Company from 2005 to December 2013.    Prior to that, Mr. Sklar was Director of Marketing for Au Bon Pain from 2002 to 2005, Director of Marketing for Legal Seafoods from 2001 to 2002, owner of Gourmet Food Marketing Company from 1998 to 2001, and Vice President — Marketing for MC Retail Foods from 1986 to 1996.  Mr. Sklar received a Bachelor of Science degree in Food Marketing from the University of Massachusetts.

There are no family relationships among any of our current Directors or executive officers.

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PROPOSAL TWO

APPROVAL OF THE INVENTURE FOODS, INC. 2015 EQUITY INCENTIVE PLAN

(Item 2 on the Proxy Card)

At the 2015 Annual Meeting, the Company’s stockholders will be asked to approve the 2015 Plan.  The Board of Directors adopted the 2015 Plan on March 25, 2015, subject to and effective upon its approval by the Company’s stockholders.  The 2015 Plan is intended to replace our2005 Equity Incentive Plan (as amended, the “2005 Plan”), which would otherwise terminate automatically on the tenth anniversary of its initial adoption in May 2005.  If the stockholders approve the 2015 Plan, it will become effective on the day of the 2015 Annual Meeting, and no further awards will be granted under the 2005 Plan, which will be terminated.

We operate in a challenging marketplace in which our success depends to a great extent on our ability to attract and retain employees, directors and other service providers of the highest caliber.  One of the tools our Board of Directors regards as essential in addressing these human resource challenges is a competitive equity incentive program.  Our stock incentive program provides a range of incentive tools and sufficient flexibility to permit the Compensation Committee to implement them in ways that will make the most effective use of the shares our stockholders authorize for incentive purposes.  We intend to use these incentives to attract new key employees and to continue to retain existing key employees, directors and other service providers for the long-term benefit of the Company and its stockholders.

The 2015 Plan authorizes the Compensation Committee to provide incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards.  Under the 2015 Plan, we will be authorized to issue up to 1,400,560 shares, increased by not more than 250,000 shares subject to any option or other award outstanding under the 2005 Plan that expires or is forfeited for any reason after the date of the annual meeting.

As of April 6, 2015, options were outstanding under the 2005 Plan for a total of 719,852 shares of our common stock with a weighted average exercise price of $5.30 per share and weighted average expected remaining term of approximately 6.3 years, and a total of`241,429 shares remained subject to unvested awards of restricted stock and restricted stock units outstanding under the 2005 Plan.  As of that date, a total of 1,050,560 shares remained available for the future grant of awards under the 2005 Plan.  The 2005 Plan will be terminated upon stockholder approval of the 2015 Plan.

The maximum aggregate number of shares we are requesting our stockholders to authorize under the 2015 Plan, including the approximately 1,050,560 shares currently remaining available for grant under our 2005 Plan that will be rolled-over to the 2015 Plan, would represent about 7.2% of the number of shares of our common stock outstanding on April 6, 2015 determined on a fully diluted basis.

Our Board of Directors considered a number of factors in determining the appropriate size of the 2015 Plan share authorization:

·                  recommendation of the Company’s compensation consultants; and

·                  sufficient shares to provide for needs of a reasonable incentive program for the next 4-5 years.  Because the 2015 Plan has a ten-year term, the Board of Directors expects that the stockholders will have future opportunities to reconsider the 2015 Plan.

Key features of the 2015 Plan of particular interest to our stockholders reflect best practices, including:

·                  stock options and stock appreciation rights may not be repriced without the approval of our stockholders;

·                  no discount from fair market value is permitted in setting the exercise price of stock options and stock appreciation rights;

·                  except with respect to five percent (5%) of the maximum aggregate number of shares that may be issued under the 2015 Plan, vesting of awards based on service will not vest any earlier than one year from the date of grant (except that the Committee may accelerate of vesting upon the death, disability, involuntary termination of  service, or a change in control);

·                  the number of shares remaining for grant under the 2015 Plan is reduced by the gross number of shares subject to options and stock appreciation rights settled on a net basis;

·                  the number of shares for which awards may be granted to any nonemployee member of our Board of Directors in a fiscal year is limited;

·                  the 2015 Plan establishes a list of measures of business and financial performance from which the Compensation Committee may construct predetermined performance goals that must be met for an award to vest;

·                  the 2015 Plan subjects awards to the Company’s clawback policy; and

·                  the 2015 Plan has a fixed term of ten years.

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The 2015 Plan is designed to preserve the Company’s ability to deduct in full for federal income tax purposes the compensation recognized by its executive officers in connection with certain types of awards.  Section 162(m) of the Code generally denies a corporate tax deduction for annual compensation exceeding $1 million paid to any of the “covered employees,” consisting of the chief executive officer and any of the three other most highly compensated officers of a publicly held company other than the chief financial officer.  However, qualified performance-based compensation is excluded from this limit.  To enable compensation in connection with stock options, stock appreciation rights, certain restricted stock and restricted stock unit awards, performance shares, performance units and certain other stock-based awards and cash-based awards granted under the 2015 Plan to qualify as “performance-based” within the meaning of Section 162(m), the stockholders are being asked to approve certain material terms of the 2015 Plan.  By approving the 2015 Plan, the Company’s stockholders will be specifically approving, among other things:

·                  the eligibility requirements for participation in the 2015 Plan;

·                  the maximum numbers of shares for which stock-based awards intended to qualify as performance-based may be granted to an employee in any fiscal year;

·                  the maximum dollar amount that a participant may receive under a cash-based award intended to qualify as performance-based for each fiscal year contained in the performance period; and

·                  the performance measures that may be used by the Compensation Committee to establish the performance goals applicable to the grant or vesting of awards of restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards that are intended to result in qualified performance-based compensation.

While we believe that compensation provided by such awards under the 2015 Plan generally will be deductible by the Company for federal income tax purposes, under certain circumstances, such as a change in control of the Company, compensation paid in settlement of certain awards may not qualify as performance-based.  Further, the Compensation Committee will retain the discretion to grant awards to covered employees that are not intended to qualify for deduction in full under Section 162(m) of the Code.

The Board of Directors believes that the 2015 Plan will serve a critical role in attracting and retaining the high caliber employees, consultants and directors essential to our success and in motivating these individuals to strive to meet our goals.  Therefore, the Board urges you to vote to approve the adoption of the 2015 Plan.

Summary of the 2015 Plan

The following summary of the 2015 Plan is qualified in its entirety by the specific language of the 2015 Plan, a copy of which is attached to this proxy statement as Appendix A.

General.  The purpose of the 2015 Plan is to advance the interests of the Company and its stockholders by providing an incentive program that will enable the Company to attract and retain employees, consultants and directors and to provide them with an equity interest in the growth and profitability of the Company.  These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards.

Authorized Shares.  The maximum aggregate number of shares authorized for issuance under the 2015 Plan is the sum of 1,400,560 shares plus up to 250,000 additional shares subject to any option or other award outstanding under a 2005 Plan that expires or is forfeited for any reason after the date of the annual meeting.  As of April 6, 2015, there were 1,050,560 shares remaining available for grant under the 2005 Plan and 961,281 shares subject to unexercised options and other awards remaining unvested and subject to potential forfeiture under the 2005 Plan.

If any award granted under the 2015 Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if shares subject to forfeiture or repurchase are forfeited or repurchased by the Company for not more than the participant’s purchase price, any such shares reacquired or subject to a terminated award will again become available for issuance under the 2015 Plan.  Shares will not be treated as having been issued under the 2015 Plan and will therefore not reduce the number of shares available for issuance to the extent an award is settled in cash.  Shares that are withheld or reacquired by the Company in satisfaction of a tax withholding obligation in connection with an option or a stock appreciation right will be made available for new awards under the 2015 Plan.  Upon the exercise of a stock appreciation right or net-exercise of an option, the number of shares available under the 2015 Plan will be reduced by the gross number of shares for which the award is exercised.

Adjustments for Capital Structure Changes.  Appropriate and proportionate adjustments will be made to the number of shares authorized under the 2015 Plan, to the numerical limits on certain types of awards described below, and to outstanding awards in the event of any change in our common stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in our capital structure, or if we make a distribution to our stockholders in a form other than common stock (excluding regular, periodic cash dividends) that has a material effect on the fair market value of our common stock.  In such

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circumstances, the Compensation Committee also has the discretion under the 2015 Plan to adjust other terms of outstanding awards as it deems appropriate.

Nonemployee Director Award Limits.  A nonemployee director may not be granted awards under the 2015 Plan in any fiscal year for more than the number of shares determined by dividing $150,000 by the fair market value of a share of our common stock on the trading day immediately preceding the applicable grant date.

Other Award Limits.  To enable compensation provided in connection with certain types of awards intended by the Compensation Committee to qualify as “performance-based” within the meaning of Section 162(m) of the Code, the 2015 Plan establishes a limit on the maximum aggregate number of shares or dollar value for which such awards may be granted to an employee in any fiscal year, as follows:

·                  No more than 250,000 shares under stock-based awards.

·                  No more than $5,000,000 for each full fiscal year contained in the performance period under cash-based awards.

In addition, to comply with applicable tax rules, the 2015 Plan also limits to 1,400,000 the number of shares that may be issued upon the exercise of incentive stock options granted under the 2015 Plan.

Administration.  The 2015 Plan generally will be administered by the Compensation Committee of the Board of Directors, although the Board of Directors retains the right to appoint another of its committees to administer the 2015 Plan or to administer the 2015 Plan directly.  In the case of awards intended to qualify for the performance-based compensation exemption under Section 162(m) of the Code, administration of the 2015 Plan must be by a compensation committee comprised solely of two or more “outside directors” within the meaning of Section 162(m) of the Code.  For purposes of this summary, the term “Committee” will refer to either such duly appointed committee or the Board of Directors.  Subject to the provisions of the 2015 Plan, the Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of awards, and all of their terms and conditions.  The Committee may, subject to certain limitations on the exercise of its discretion required by Section 162(m) of the Code or otherwise provided by the 2015 Plan, amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award.

The Committee may delegate to a committee comprised of one or more officers of the Company the authority to grant awards under the 2015 Plan to employees eligible to participate who are neither members of the Board nor executive officers of the Company, subject to the provisions of the 2015 Plan and guidelines established by the Committee.

The 2015 Plan provides, subject to certain limitations, for indemnification by the Company of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2015 Plan.  All awards granted under the 2015 Plan will be evidenced by a written or digitally signed agreement between the Company and the participant specifying the terms and conditions of the award, consistent with the requirements of the 2015 Plan.  The Committee will interpret the 2015 Plan and awards granted thereunder, and all determinations of the Committee generally will be final and binding on all persons having an interest in the 2015 Plan or any award.

Prohibition of Option and SAR Repricing.  The 2015 Plan expressly provides that, without the approval of a majority of the votes cast in person or by proxy at a meeting of our stockholders, the Committee may not provide for any of the following with respect to underwater options or stock appreciation rights: (i) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (ii) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (iii) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash.

Minimum Vesting.  Except with respect to five percent (5%) of the maximum aggregate number of shares that may be issued under the 2015 Plan, no award which vests on the basis of the participant’s continued service will vest earlier than one year following the date of grant of such award; provided, however, that such limitation will not preclude the acceleration of vesting of such award upon the death, disability, involuntary termination of service of the participant or in connection with a change in control, as determined by the Committee in its discretion.

Eligibility.  Awards may be granted to employees, directors and consultants of the Company or any present or future parent or subsidiary corporation or other affiliated entity of the Company.  Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company.  As of April 6, 2015, we had approximately 812 employees, including six executive officers, and six non-employee directors who would be eligible under the 2015 Plan.

Stock Options.  The Committee may grant nonstatutory stock options, incentive stock options within the meaning of Section 422 of the Code, or any combination of these.  The exercise price of each option may not be less than the fair market value of a share of our common stock on the date of grant.  However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “10% Stockholder”) must have an exercise price equal to at least 110% of the fair market value of a

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share of common stock on the date of grant.  On April 6, 2015, the closing price of our common stock as reported on the Nasdaq Stock Market was $11.42 per share.

The 2015 Plan provides that the option exercise price may be paid in cash, by check, or cash equivalent; by means of a broker-assisted cashless exercise; by means of a net-exercise procedure; to the extent legally permitted, by tender to the Company of shares of common stock owned by the participant having a fair market value not less than the exercise price; by such other lawful consideration as approved by the Committee; or by any combination of these.  Nevertheless, the Committee may restrict the forms of payment permitted in connection with any option grant.  No option may be exercised unless the participant has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option, including, if permitted or required by the Company, through the participant’s surrender of a portion of the option shares to the Company.

Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Committee.  The maximum term of any option granted under the 2015 Plan is ten years, provided that an incentive stock option granted to a 10% stockholder must have a term not exceeding five years.  Unless otherwise permitted by the Committee, an option generally will remain exercisable for three months following the participant’s termination of service, provided that if service terminates as a result of the participant’s death or disability, the option generally will remain exercisable for twelve months, but in any event the option must be exercised no later than its expiration date, and provided further that an option will terminate immediately upon a participant’s termination for cause (as defined by the 2015 Plan).

Options are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.  However, an option may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the Committee and, in the case of an incentive stock option, only to the extent that the transfer will not terminate its tax qualification.

Stock Appreciation Rights.  The Committee may grant stock appreciation rights either in tandem with a related option (a “Tandem SAR”) or independently of any option (a “Freestanding SAR”).  A Tandem SAR requires the option holder to elect between the exercise of the underlying option for shares of common stock or the surrender of the option and the exercise of the related stock appreciation right.  A Tandem SAR is exercisable only at the time and only to the extent that the related stock option is exercisable, while a Freestanding SAR is exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Committee.  The exercise price of each stock appreciation right may not be less than the fair market value of a share of our common stock on the date of grant.

Upon the exercise of any stock appreciation right, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying shares of common stock as to which the right is exercised over the aggregate exercise price for such shares.  Payment of this amount upon the exercise of a Tandem SAR may be made only in shares of common stock whose fair market value on the exercise date equals the payment amount.  At the Committee’s discretion, payment of this amount upon the exercise of a Freestanding SAR may be made in cash or shares of common stock.  The maximum term of any stock appreciation right granted under the 2015 Plan is ten years.

Stock appreciation rights are generally nontransferable by the participant other than by will or by the laws of descent and distribution, and are generally exercisable during the participant’s lifetime only by the participant.  If permitted by the Committee, a Tandem SAR related to a nonstatutory stock option and a Freestanding SAR may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the Committee.  Other terms of stock appreciation rights are generally similar to the terms of comparable stock options.

Restricted Stock Awards.  The Committee may grant restricted stock awards under the 2015 Plan either in the form of a restricted stock purchase right, giving a participant an immediate right to purchase common stock, or in the form of a restricted stock bonus, in which stock is issued in consideration for services to the Company rendered by the participant.  The Committee determines the purchase price payable under restricted stock purchase awards, which may be less than the then current fair market value of our common stock.  Restricted stock awards may be subject to vesting conditions based on such service or performance criteria as the Committee specifies, including the attainment of one or more performance goals similar to those described below in connection with performance awards.  Shares acquired pursuant to a restricted stock award may not be transferred by the participant until vested.  Unless otherwise provided by the Committee, a participant will forfeit any shares of restricted stock as to which the vesting restrictions have not lapsed prior to the participant’s termination of service.  Unless otherwise determined by the Committee, participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions as the original award and dividends paid in cash may be subject to such restrictions.

Restricted Stock Units.  The Committee may grant restricted stock units under the 2015 Plan, which represent rights to receive shares of our common stock at a future date determined in accordance with the participant’s award agreement.  No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award, the consideration for which is furnished in the form of the participant’s services to the Company.  The Committee may grant restricted stock unit awards subject to the attainment of one or more performance goals similar to those described below in connection with performance awards, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards.  Unless otherwise provided by the

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Committee, a participant will forfeit any restricted stock units which have not vested prior to the participant’s termination of service.  Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards.  However, the Committee may grant restricted stock units that entitle their holders to dividend equivalent rights, which are rights to receive cash or additional restricted stock units whose value is equal to any cash dividends the Company pays.

Performance Awards.  The Committee may grant performance awards subject to such conditions and the attainment of such performance goals over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant.  These awards may be designated as performance shares or performance units, which consist of unfunded bookkeeping entries generally having initial values equal to the fair market value determined on the grant date of a share of common stock in the case of performance shares and a monetary value established by the Committee at the time of grant in the case of performance units.  Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more performance goals are attained within a predetermined performance period.  To the extent earned, performance awards may be settled in cash, shares of common stock (including shares of restricted stock that are subject to additional vesting) or any combination of these.

Prior to the beginning of the applicable performance period or such later date as permitted under Section 162(m) of the Code, the Committee will establish one or more performance goals applicable to the award.  Performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of the Company and each subsidiary corporation consolidated with the Company for financial reporting purposes, or such division or business unit of the Company as may be selected by the Committee.  The Committee, in its discretion, may base performance goals on one or more of the following such measures: revenue; sales (including sales growth and volume); expenses; operating income; gross margin; operating margin; operating profit; earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization; pre-tax profit; profit margin; net operating income; net income; economic value added; free cash flow; operating cash flow; balance of cash, cash equivalents and marketable securities; stock price; earnings per share; return on stockholder equity; return on capital; return on assets; return on investment; return on operating revenue; total stockholder return, employee satisfaction; employee retention; market share; market price; customer satisfaction; brand recognition/acceptance; product development; productivity; research and development expense; completion of an identified special project and completion of a joint venture or other corporate transaction.

The target levels with respect to these performance measures may be expressed on an absolute basis or relative to an index, budget or other standard specified by the Committee.  The degree of attainment of performance measures will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, if applicable, or other methodology established by the Committee, but prior to the accrual or payment of any performance award for the same performance period, and, according to criteria established by the Committee, excluding the effect (whether positive or negative) of changes in accounting standards or any extraordinary, unusual or nonrecurring item occurring after the establishment of the performance goals applicable to a performance award.

Following completion of the applicable performance period, the Committee will certify in writing the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant.  The Committee retains the discretion to eliminate or reduce, but not increase, the amount that would otherwise be payable on the basis of the performance goals attained to a participant who is a “covered employee” within the meaning of Section 162(m) of the Code.  However, no such reduction may increase the amount paid to any other participant.  The Committee may make positive or negative adjustments to performance award payments to participants other than covered employees to reflect the participant’s individual job performance or other factors determined by the Committee.  In its discretion, the Committee may provide for a participant awarded performance shares to receive dividend equivalent rights with respect to cash dividends paid on the Company’s common stock.  The Committee may provide for performance award payments in lump sums or installments.

Unless otherwise provided by the Committee, if a participant’s service terminates due to the participant’s death or disability prior to completion of the applicable performance period, the final award value will be determined at the end of the performance period on the basis of the performance goals attained during the entire performance period but will be prorated for the number of months of the participant’s service during the performance period.  If a participant’s service terminates prior to completion of the applicable performance period for any other reason, the 2015 Plan provides that, unless otherwise determined by the Committee, the performance award will be forfeited.  No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period.

Cash-Based Awards and Other Stock-Based Awards.  The Committee may grant cash-based awards or other stock-based awards in such amounts and subject to such terms and conditions as the Committee determines.  Cash-based awards will specify a monetary payment or range of payments, while other stock-based awards will specify a number of shares or units based on shares or other equity-related awards.  Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals similar to those described above in connection with performance awards.  Settlement of awards may be in cash or shares of common stock, as determined by the Committee.  A participant will have no voting rights with respect to any such award unless and until shares are issued pursuant to the award.  The Committee may grant dividend

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equivalent rights with respect to other stock-based awards.  The effect on such awards of the participant’s termination of service will be determined by the Committee and set forth in the participant’s award agreement.

Change in Control.  Unless otherwise defined in a participant’s award or other agreement with the Company, the 2015 Plan provides that a “Change in Control” occurs upon (i) a person or entity (with certain exceptions described in the 2015 Plan) becoming the direct or indirect beneficial owner of more than 50% of the Company’s voting stock; (ii) stockholder approval of a liquidation or dissolution of the Company; or (iii) the occurrence of any of the following events upon which the stockholders of the Company immediately before the event do not retain immediately after the event direct or indirect beneficial ownership of more than 50% of the voting securities of the Company, its successor or the entity to which the assets of the company were transferred: (a) a sale or exchange by the stockholders in a single transaction or series of related transactions of more than 50% of the Company’s voting stock; (b) a merger or consolidation in which the Company is a party; or (c) the sale, exchange or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

If a Change in Control occurs, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock.  If so determined by the Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the Change in Control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the Change in Control.  Any awards which are not assumed or continued in connection with a Change in Control or exercised or settled prior to the Change in Control will terminate effective as of the time of the Change in Control.

Subject to the restrictions of Section 409A of the Code, the Committee may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines.  The vesting of all awards held by non-employee directors will be accelerated in full upon a Change in Control.

The 2015 Plan also authorizes the Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in shares of stock upon a Change in Control in exchange for a payment to the participant with respect each vested share (and each unvested share if so determined by the Committee) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the Change in Control transaction over the exercise price per share, if any, under the award.

Awards Subject to Section 409A of the Code.  Certain awards granted under the 2015 Plan may be deemed to constitute “deferred compensation” within the meaning of Section 409A of the Code, providing rules regarding the taxation of nonqualified deferred compensation plans, and the regulations and other administrative guidance issued pursuant to Section 409A.  Any such awards will be required to comply with the requirements of Section 409A of the Code.  Notwithstanding any provision of the 2015 Plan to the contrary, the Committee is authorized, in its sole discretion and without the consent of any participant, to amend the 2015 Plan or any award agreement as it deems necessary or advisable to comply with Section 409A of the Code.

Amendment, Suspension or Termination.  The 2015 Plan will continue in effect until its termination by the Committee, provided that no awards may be granted under the 2015 Plan following the tenth anniversary of the 2015 Plan’s effective date, which will be the date on which it is approved by the stockholders.  The Committee may amend, suspend or terminate the 2015 Plan at any time, provided that no amendment may be made without stockholder approval that would increase the maximum aggregate number of shares of stock authorized for issuance under the 2015 Plan, change the class of persons eligible to receive incentive stock options or require stockholder approval under any applicable law.  No amendment, suspension or termination of the 2015 Plan may affect any outstanding award unless expressly provided by the Committee, and, in any event, may not have a materially adverse affect an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A of the Code.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2015 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Incentive Stock Options.  A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code.  Participants who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option will normally recognize a capital gain or loss upon the sale of the shares equal to the difference, if any, between the sale price and the purchase price of the shares.  If a participant satisfies such holding periods upon a sale of the shares, we will not be entitled to any deduction for federal income tax purposes.  If a participant disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the option exercise date and the exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition.  Any gain in excess of that amount will be a capital gain.  If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss.  Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

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In general, the difference between the option exercise price and the fair market value of the shares on the date of exercise of an incentive stock option is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year.  Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

Nonstatutory Stock Options.  Options not designated or qualifying as incentive stock options are nonstatutory stock options having no special tax status.  A participant generally recognizes no taxable income upon receipt of such an option.  Upon exercising a nonstatutory stock option, the participant normally recognizes ordinary income equal to the difference between the exercise price paid and the fair market value of the shares on the date when the option is exercised.  If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes.  Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the exercise date, will be taxed as capital gain or loss.  We generally should be entitled to a tax deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

Stock Appreciation Rights.  A Participant recognizes no taxable income upon the receipt of a stock appreciation right.  Upon the exercise of a stock appreciation right, the participant generally will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price.  If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes.  We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code.

Restricted Stock.  A participant acquiring restricted stock generally will recognize ordinary income equal to the excess of the fair market value of the shares on the “determination date” over the price paid, if any, for such shares.  The “determination date” is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture (e.g., when they become vested).  If the determination date follows the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to designate the date of acquisition as the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date on which the shares are acquired.  If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes.  Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the determination date, will be taxed as capital gain or loss.  We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Restricted Stock Unit, Performance, Cash-Based and Other Stock-Based Awards.  A participant generally will recognize no income upon the receipt of a restricted stock unit, performance share, performance unit, cash-based or other stock-based award.  Upon the settlement of such awards, participants normally will recognize ordinary income in the year of settlement in an amount equal to the cash received and the fair market value of any substantially vested shares of stock received.  If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes.  If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described above under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value of the shares on the determination date (as defined above under “Restricted Stock”), will be taxed as capital gain or loss.  We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

New Plan Benefits

No awards will be granted under the 2015 Plan prior to its approval by the stockholders of the Company.  All awards will be granted at the discretion of the Committee, and, accordingly, are not yet determinable.

Vote Required and Board of Directors Recommendation

The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal is required for approval of this proposal.  Abstentions will be counted as present in determining if a quorum is present and will be counted as if voted against this proposal.  Broker non-votes will be counted as present in determining if a quorum is present but will have no effect on this proposal.

The Board of Directors believes that the proposed adoption of the 2015 Plan is in the best interests of the Company and its stockholders for the reasons stated above.

Therefore, the Board of Directors unanimously recommends that you vote “FOR” approval of the adoption of the 2015 Plan.

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PROPOSAL THREE

RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Item 3 on the Proxy Card)

The Audit Committee of our Board of Directors has selected Moss Adams LLP to serve as our independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 26, 2015.  Moss Adams LLP has acted in such capacity since its appointment on July 15, 2008.  A representative of Moss Adams LLP is expected to be present at the 2015 Annual Meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

We are asking our stockholders to ratify the selection of Moss Adams LLP as our independent registered public accounting firm for the year ending December 26, 2015.  Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of Moss Adams LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice.  The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal is required to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm.  Even if the selection is ratified, however, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and of our stockholders.

In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Board of Directors and the Audit Committee to consider other auditors for next year.  However, because of the difficulty in making any substitution of auditors after the beginning of the current year, the appointment for fiscal 2015 will stand, unless the Audit Committee determines there is a reason to make a change.

Audit and Non-Audit Fees

The following table sets forth the aggregate fees billed to the Company for the fiscal years ended December 27, 2014 and December 28, 2013 by Moss Adams LLP:

(1)  Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and the effectiveness of our internal control over financial reporting, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Moss Adams LLP in connection with statutory and regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements and related SEC registered and non-registered securities offerings.  For 2014, Audit Fees include approximately $50,000 of fees related to the Company’s secondary offering.

(2)  Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”  This category includes fees related to due diligence procedures in connection with acquisitions, including the Willamette Valley Fruit Company, LLC and Fresh Frozen Foods, LLC acquisitions.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee has determined that all services performed by Moss Adams LLP are compatible with maintaining the independence of Moss Adams LLP.  The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.  These services may include audit services, audit-related services, tax services and other services.

The Audit Committee reviews and pre-approves both audit and all permissible non-audit services provided by our independent registered public accounting firm, and, accordingly, all services and fees in described above provided Moss Adams LLP were pre-approved by the Audit Committee.

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Vote Required and Board of Directors Recommendation

The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on this proposal is required for approval of this proposal.  Abstentions will be counted as present in determining if a quorum is present and will be counted as if voted against this proposal.  Broker non-votes will be counted as present in determining if a quorum is present but will have no effect on this proposal.

The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2015.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee currently consists of three Directors, each of whom, in the judgment of the Board of Directors, is an “independent director” as defined in the Nasdaq Listing Rules.  The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors.  A copy of the charter is available on the “Investor Relations — Governance Documents” section of our website at www.inventurefoods.com.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors.  The Audit Committee is responsible for retaining the Company’s independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services.  Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to insure compliance with applicable laws and regulations.  The Company’s independent registered public accounting firm, Moss Adams LLP, is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 27, 2014.  The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).  In addition, the Audit Committee has met with the independent registered public accounting firm, with and without management present, to discuss the overall scope of the independent registered public accounting firm’s audit, the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.

The foregoing Report of the Audit Committee shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing and shall not otherwise be deemed “filed” under either the Securities Act or the Exchange Act or considered to be “soliciting material.”

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program for fiscal year 2014, along with certain actions with respect to fiscal year 2015.  In particular, this CD&A explains how the Compensation Committee of the Board of Directors made fiscal year 2014 compensation decisions for our executives, including our named executive officers set forth below (“Named Executive Officers” or “NEOs”):

(1)               Mr. McDaniel is our principal executive officer and has served as our President and Chief Executive Officer since May 2008.

(2)               Mr. Weinberger is our principal financial officer and has served as our Chief Financial Officer since August 2006.

(3)               Mr. Foster has served as our Senior Vice President — Operations since October 2010.

(4)               Mr. Hammer has served as our Senior Vice President and General Manager of the Frozen division since May 2014.

(5)               Mr. Sklar has served as our Senior Vice President and General Manager of the Snack division since December 2013.

Executive Summary

Overview

The Compensation Committee has responsibility for establishing, implementing and overseeing the Company’s compensation philosophy as it relates to our executive officers.  Our executive officers have broad policy-making authority, and the Compensation Committee holds them accountable for the Company’s financial performance and for setting and maintaining a culture of strong ethics.

The purpose of this CD&A is to provide information about each material element of compensation that we pay or award to, or that is earned by, our Named Executive Officers.  This CD&A addresses and explains the compensation practices we followed in fiscal year 2014, the numerical and related information contained in the summary compensation and related tables presented below, and material actions we have taken in 2015 regarding executive compensation.  Specifically, this CD&A addresses:

·                        the objectives of our compensation program (see the section entitled “Objectives of our Compensation Program”);

·                        what our compensation program is designed to reward (see the section entitled “Objectives of our Compensation Program”);

·                        each element of compensation (see the section entitled “Compensation Program Design and Elements of Compensation”);

·                        why each element was chosen (described with each element of compensation, including base compensation, bonus compensation and long-term incentive compensation);

·                        how amounts and formulas for pay are calculated and determined (also described with each element of compensation, including base compensation, bonus compensation, and long-term incentive compensation); and

·                        how each compensation element and our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements (described with each element of compensation).

2014 Strategic Performance Achievements

The Company continued to execute on its strategic initiatives to drive growth in 2014 as it captured consumer demand in key product categories.  This effort was led by our Boulder Canyon brand posting an 88.1% sales increase and snack private label sales more than doubling, along with sales increases in our frozen berry business, the addition of our Fresh Frozen business in November 2013 and the second consecutive quarter of double digit frozen beverage sales growth compared to the same quarter in 2013.

The Company ended fiscal 2014 with solid top-line momentum driven by strength in its healthy/natural product portfolio, which increased 55.4% compared to the prior year and represents 83% of our consolidated business.  The Company also continued its investment in its Fresh Frozen business to support future growth, which acquisition was accretive (i.e., adds to) to earnings for the year.

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2014 Financial Performance Achievements

Last year, we experienced strong financial performance with higher revenues, EBITDA (net income, net of taxes, interest expense, income taxes, depreciation and amortization) and returns to shareholders.  For the year ended December 27, 2014, we:

·                  Increased consolidated net revenues 32.5% to $285.7 million.

·                  Grew Adjusted EBITDA 38.5% to $24.9 million*.

·                  Increased diluted earnings per share to $0.53, or $0.47 adjusted diluted earnings per share*.

*Please see our 2014 year-end earnings release filed on Form 8-K with the SEC on February 26, 2015 and Exhibit 99.1 thereto for reconciliations of financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) to non-GAAP financial measures disclosed in this CD&A.

2014 Actions and Looking Ahead to 2015

The Compensation Committee took a number of actions during 2014 and early 2015 to make our executive compensation program more reflective of Company performance and more responsive to stockholder interests. These actions included the following:

Advisory Vote on Executive Compensation and Future AdvisoryVote.  At our 2013 annual meeting of stockholders (the “2013 Annual Meeting”), we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for our 2013 Annual Meeting.  At the 2013 Annual Meeting, approximately 86% of our stockholder votes were cast to approve the Company’s executive compensation policies and procedures.  In determining and deciding on executive compensation for fiscal year 2014, our Compensation Committee took into account the results of the fiscal year 2013 stockholder advisory vote to approve executive compensation, particularly the strong support expressed by the Company’s stockholders, as one of many factors considered in deciding that the Company’s compensation policies and procedures for fiscal year 2014 should remain largely consistent with our policies and procedures in prior years.  In addition, at the 2013 Annual Meeting, our stockholders voted by a plurality to hold future advisory votes on the compensation of our NEOs every three years.  Accordingly, we will provide our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our NEOs at our 2016 annual meeting of stockholders.

Independent Advisor.  At separate times during 2014, the Compensation Committee engaged independent compensation consultants that have no other ties to the Company or its management and that meet stringent selection criteria to evaluate certain aspects of the Company’s executive compensation program and policies.  Specifically, the Compensation Committee retained River Rock to assist the Compensation Committee with the Company’s 2014 Bonus Plan and Mercer as its executive compensation consultant.  Please refer to the “Role of Compensation Consultant” section below and the “Compensation Committee” section elsewhere in this 2015 Proxy Statement for further details.

During early 2015, the Compensation Committee undertook a formal process of reviewing its independent compensation consultant engagements, and selected Mercer as its executive compensation consultant for 2015.  Mercer will be responsible for the continued review of the Company’ executive compensation program and practices relative to our business objectives and compensation strategy.  Consistent with the terms of its engagement letter, Mercer will not provide services to the Company’s management without the advance consent of the Compensation Committee.

Executive Officer Clawback Policy.  In early 2015, the Board of Directors adopted an executive officer clawback policy.  This policy enables the Company to reclaim previously awarded compensation from executives who are found to have engaged in willful fraud or the intentional manipulation of performance measures.

Our Executive Compensation Program Framework

Our Compensation Philosophy & Objectives

We pay our executive officers based on Company-wide business performance, subject to adjustment based on their achievement of individual performance goals, and, in setting compensation levels, we take into consideration our past practices, our current and anticipated future needs, and the relative skills and experience of each individual executive.  There are three primary tenets that support our executive compensation program compensation philosophy and objectives:

·                  Attract, motivate and retain superior people in key positions. We believe executives’ target total direct compensation (“TDC”) should be competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for market share and executive talent.  We use a mix of fixed (cash) and variable (cash and equity) pay to support this objective.

·                  Reward the achievement of identified financial goals by the Company. We believe that a significant portion of an executive’s TDC should be variable and emphasize an appropriate balance of both short- and long-term financial and strategic performance.  We focus our executives on performance measures that we believe are critical to enhancing long-term shareholder value creation, including adjusted EBITDA.

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·                  Align the interests of the Company’s executives with those of its stockholders. We believe delivering a significant portion of TDC to our NEOs in the form of long-term incentives that are impacted by our stock price provides a clear incentive to drive long-term shareholder value creation.  It also supports our retention goals, encourages stock ownership and does not promote unnecessary or excessive risk taking.

Compensation Program Design and Elements of Compensation

We choose to pay each element of compensation to further the philosophy and objectives of our compensation program.

Elements of Compensation.  Our philosophy and objectives are supported by the following principle elements of pay in our executive compensation program:

NEOs are also eligible for other benefits, including a qualified 401(k) Plan that provides participants with the opportunity to defer a portion of their compensation, up to tax code limitations, and may receive a Company matching contribution. Modest ancillary benefits are also provided to executives by the Company.

Elements of Post-Termination Compensation and Benefits.  The employment agreements of our Named Executive Officers provide for post-termination salary and benefit continuation in the event of a termination by us without Cause (as defined in each respective NEO’s employment agreement) or in certain circumstances following both a Change in Control (as defined in each respective NEO’s employment agreement) and the occurrence of Good Reason (as defined in each respective NEO’s employment agreement) of the Company, and  for as long as the NEO abides by customary confidentiality, non-competition, and non-solicitation covenants and executes a full release of all claims, known or unknown, that the executive may have against the Company.  We believe that the amounts of these payments and benefits and the periods of time during which they would be provided are fair and reasonable, and we have not historically taken into account any amounts that may be received by a NEO following termination when establishing current compensation levels.  The elements of post-termination compensation that were in effect during 2014 pursuant to the written employment agreements consisted of the following:

·                  Salary continuation.  Messrs. McDaniel, Weinberger and Sklar would continue to receive monthly salary payments and monthly car allowances following any qualifying termination of employment for a period of twelve months, six months and nine months, respectively.  Messrs. Foster and Hammer would continue to receive monthly salary payments following any qualifying termination of employment for a period of four months and nine months, respectively.

·                  Outplacement services.  Each of Messrs. McDaniel and Weinberger would receive up to $9,000 and Mr. Sklar would receive up to $10,000 for outplacement services with an outplacement firm selected by such executive.

Please refer to the “Potential Payments Upon Termination or Change in Control” section below for certain exceptions and additional detail.

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The Decision Making Process

Role of Compensation Committee

The Compensation Committee is responsible for determining and approving all compensation for our Named Executive Officers, including incentive-based and equity-based compensation.  In addition, the Compensation Committee approves all employment, severance, or change-in-control agreements, special or supplemental benefits, or provisions including the same, applicable to our NEOs.

The Compensation Committee typically works closely with the Company’s Chief Executive Officer to structure the Company’s annual and long-term incentive-based executive compensation to motivate executives to achieve the business goals set for the Company and to reward the executives for achieving those goals.  The Compensation Committee historically reviews and sets executive compensation during April of each year following the Company’s budgeting process for such year. This process includes setting the Company’s near- and long-term business goals, together with the Company’s financial performance targets and other business goals for the coming fiscal year.

The Compensation Committee has no pre-established policy or set allocation between either cash and non-cash compensation or short- and long-term incentive compensation.  Rather, the Compensation Committee considers the views of the executives as to the retention and motivation effects of various types of compensation awards, the historical compensation patterns of the Company’s compensation awards and other subjective and objective factors, including the performance of the senior executive management team and each individual executive during recent periods.

In accordance with the Compensation Committee’s charter, the Compensation Committee meets as often as it determines is appropriate to carry out its responsibilities under its charter.  Meetings of the Compensation Committee may be called by any member of the Compensation Committee.  The Chair of the Committee, in consultation with the other Compensation Committee members, determines the frequency and length of the Committee meetings and sets meeting agendas consistent with the Compensation Committee’s charter.  The Chair coordinates the scheduling of Compensation Committee meetings with the CEO or other senior management, as appropriate.  However, so as not to conflict with other Board of Directors meetings.  Under the terms of the Compensation Committee’s charter, the Compensation Committee may invite to its meetings any member of management of the Company as it deems appropriate in order to carry out its responsibilities.

Role of the Company’s Chief Executive Officer

The Company’s CEO typically reviews the performance of each of the other NEOs against their respective objectives and presents his evaluation of such NEOs performance to the Compensation Committee.  However, recommendations about individual compensation elements and total compensation are ultimately made by the Compensation Committee, using its judgment, focusing primarily on each NEO’s performance against his or her individual financial and strategic objectives, as well as the Company’s overall performance. The Compensation Committee also considers a variety of qualitative factors, including the business environment in which the results were achieved.  Therefore, the Compensation Committee makes recommendations regarding each NEO’s compensation based on multiple factors, including the competitive market and Company and individual performance.  As required by the Compensation Committee’s charter, these recommendations are made to the full Board of Directors of the Company, which approves all compensation plans for senior management.

Role Compensation Consultants; Role of Benchmarking and Peer Groups

Pursuant to its charter, the Compensation Committee has the authority to engage independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for our executive officers.  In January 2014, the Compensation Committee engaged River Rock to assist the Company in developing the Company’s 2014 Bonus Plan, which set forth recommended objectives and metrics, and a basic plan structure.  In April 2014, the Compensation Committee retained Mercer to conduct a competitive benchmarking review for select senior executives of the Company and provide recommendations to the Compensation Committee regarding base compensation, target bonus, target total cash, long-term incentives value and design and target total executive compensation.  These two engagements are discussed in more detail below.  The Compensation Committee has determined that the engagement of River Rock and Mercer have not raised any conflicts of interest.  Please refer to the “Compensation Committee” section elsewhere in this 2015 Proxy Statement for further details.

As part of our pay philosophy, our executive compensation program is designed to attract, motivate and retain our executives in an increasingly competitive and complex talent market. To this end, we regularly evaluate industry-specific and general market compensation practices and trends to ensure that our program features and NEO pay opportunities remain appropriately competitive. When determining salaries, target bonus opportunities and annual long-term incentive grants for NEOs, the Committee considers the performance of the Company and the individual, the nature of an individual’s role within the Company, experience in the officer’s current role, as well as input from its independent compensation consultant, among other variables.

In January 2014, the Company retained River Rock to review the Company’s current bonus plan, recommend alternative design options, model options and develop communication documents for the Board and the Company’s employees.  With River Rock’s assistance, the Company developed the 2014 Bonus Plan.  The purpose of the 2014 Bonus Plan was to align and focus the Company on the key drivers of the business performance, both at the divisional level and on a consolidated basis, by offering a

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variable cash award for the achievement of specified goals.  The goal of the 2014 Bonus Plan was to set achievable target goals consistent with the 2014 Plan and the Company’s budget and set stretch goals that, if achieved, would result in above-market payouts.

In April 2014, to facilitate its review and determination of executive compensation, the Committee engaged Mercer to conduct a comprehensive, competitive review of our executive compensation program. In connection with this review and in consultation with Mercer and senior management of the Company, the Committee identified a peer group composed of industry competitors and related industry companies (specifically food companies) roughly similar to the Company in revenue size or market capitalization. The peer group consists of the twelve companies listed in the table below:

Peer Group

Peer Data (in millions)*

* Market Capitalization is as of April 2014.

In addition to peer group data, published and private compensation surveys were also used in Mercer’s 2014 report and comparisons to survey benchmark positions were made based on Inventure Foods’ size.  Mercer completed its review in June 2014 and presented its analysis of the Company’s executive compensation program relative to peer and survey 25th, 50th and 75th percentile levels. Overall, the study suggested that Inventure Foods’ target TDC (base salary, annual bonus and long-term incentive values) was between the 25th and 50th percentile market levels. In addition, the below table summarizes the changes the Company intends to make regarding the Company’s executive compensation program structure in response to recommendations of Mercer.

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Evaluation of CEO Performance

As noted above, the Compensation Committee makes recommendations to the full Board of Directors regarding the performance targets and individual performance objectives for the Company’s executive management, including the Company’s CEO.  Recommendations about the CEO’s compensation elements and total compensation are made by the Compensation Committee, using its judgment, focusing primarily on the CEO’s performance against his individual financial and strategic objectives, as well as the Company’s overall performance and the qualitative factors discussed below.  Our CEO was not present at the time the Compensation Committee reviewed his performance and discussed his compensation for fiscal year 2014.

Compensation Policies and Practices as Related to Risk Management

In connection with the preparation of this 2015 Proxy Statement, our Compensation Committee reviewed and discussed our compensation policies and practices for senior management, including our NEOs.  In this regard, the Compensation Committee took note of the fact that:

·                  We pay base salaries we believe are competitive and that are generally intended to constitute the largest component of cash compensation.  We believe that this emphasis on paying competitive base salaries that are not at risk for performance discourages inappropriate risk taking.

·                  Our 2014 Bonus Plan focuses on the achievement of established EBITDA targets, which prevents participants from being able to materially enhance their bonus prospects through excessive or inappropriate risk-taking.

·                  The cash payments that have been made to our NEOs under our 2014 Bonus Plan are subject to stated maximum limits, which we believe mitigates any risks that our NEOs may take.

·                  The equity grants made to our NEOs, and all other employees, under the 2005 Plan all vest over a multiple-year period, which we believe discourages excessive or inappropriate short-term risk taking.

Based on that review, and with input from management, the Compensation Committee has determined that that there are no known potential risks arising from our compensation policies or practices that are reasonably likely to have a material adverse effect on us.

The Compensation Committee, with the assistance of outside executive compensation consultants, intends to continue, on an on-going basis, a process of thoroughly reviewing our compensation policies and programs to ensure that our compensation programs and risk mitigation strategies continue to discourage imprudent risk-taking activities.

Our Executive Compensation Program in Detail

Base Salary

We typically agree upon a base compensation with an NEO at the time of initial employment.  The amount of base compensation agreed upon, which is not at risk, reflects our views as to the individual executive’s past experience, future potential, knowledge, scope of anticipated responsibilities, skills, expertise, and potential to add value through performance, as well as competitive industry salary practices.  Although minimum base salaries for each of our current NEOs are set by their respective employment agreements, as described elsewhere in this 2015 Proxy Statement, we review executive officer salaries annually and may increase them based on the Company’s budget, an evaluation of the Company’s performance for the year and the performance of the functional areas under an executive officer’s scope of responsibility.  We also consider qualitative criteria, such as education and experience requirements, complexity, and scope or impact of the position compared to other executive positions internally.  The Compensation Committee determined the appropriate base salary for each NEO as follows:

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Annual Bonus

Under the 2014 Bonus Plan as in effect for 2014, a Named Executive Officer’s bonus is based on the Company’s achievement of established EBITDA targets and the assessment of the NEO’s completion of individual performance objectives established at the beginning of each plan year.

Calculation of Bonuses.  The cash bonus amounts payable for fiscal year 2014 were based upon the Company’s achievement of established EBITDA targets.  Actual bonus award amounts are based upon a weighting of 90% for actual performance achieved against the EBITDA targets and 10% for actual performance achieved against individual performance objectives.  The Compensation Committee set the 2014 aggregate annual cash bonus amounts for the NEOs as follows, assuming performance at 100% of established targets:

Performance was measured at year-end against the EBITDA targets.  Performance at or below the threshold of 83% of targeted EBITDA resulted in no cash bonus payout.  Performance above the threshold results in the following payouts:

·                  The EBITDA-based portion of the bonuses are payable on a linear scale between 83% of the targeted EBITDA and 100%.   At 83% of the targeted EBITDA, the bonus is 50%.  The bonus is then calculated on a linear scale between 83% and 100%.

·                  Performance above 100% of targeted EBITDA for the year results in a percentage payout up to 150% of available bonus based on exceeding the EBITDA target by 120%. A linear scale between 100% and 120% is used to determine the payout.

Compensation Committee Discretion.  The Compensation Committee retains the discretion to adjust EBITDA targets in order to accomplish the purposes of the 2014 Bonus Plan in light of unforeseen facts and circumstances.

Actual Performance vs. Compensation Paid for 2014.  The 2014 Bonus Plan required that the Company achieve a certain threshold percentage of the budgeted Consolidated EBITDA amount for any payment to be made to an executive with respect to the performance measure.  For fiscal year 2014, the Company’s consolidated financial performance resulted in the achievement of 99% of the budged EBITDA target, resulting in a bonus payout equal to 97% of each employee’s eligible bonus attributable to consolidated results.  The general managers of the Snack and Frozen Division also had 20% of their eligible bonus payout based on the performance of the Divisions they manage.  Accordingly, with respect to Mr. Sklar, his aggregate annual bonus was tied in part to the achievement of specified EBITDA targets for the Company’s Snack Division, which achieved 150% of its target. With respect to Mr. Hammer, his aggregate annual bonus was tied in part to the achievement of specified EBITDA targets for the Company’s Frozen Division, which achieved 67% of its target.  In accordance with the terms of 2014 Bonus Plan, the Compensation Committee paid bonuses for fiscal 2014 to the Named Executive Officers, which amounts are included in the Summary Compensation table below.

Annual Long-Term Incentives

We currently maintain one compensation plan, the 2005 Plan, which has been approved by our stockholders.  The 2005 Plan provides for the issuance of our common stock to officers and other employees, Directors and consultants.  The 2005 Plan was approved at our 2005 annual meeting of stockholders and initially reserved for issuance 410,518 shares of common stock, which was the number of reserved but unissued shares available for issuance under the Company’s prior 1995 Stock Option Plan.  The number of shares of common stock reserved for issuance under the 2005 Plan has been increased since 2005 to a total of 2,710,518 as of April 2015, pursuant to a series of amendments to the 2005 Plan approved by our stockholders.  Shares issuable pursuant to awards granted under the 2005 Plan that: (i) are subject to issuance upon exercise of an option but cease to be subject to such option for any reason other than exercise of such option; (ii) are subject to an award but prior to issuance are released from, or reacquired by the Company pursuant to, the terms of such award; or (iii) are subject to an award that otherwise terminates without shares being issued; are again available for grant and issuance in connection with any future awards under the 2005 Plan.  In addition, shares that are withheld by the Company and not issued in order to pay for shares purchased pursuant to an award under the 2005 Plan, or any withholding taxes due upon issuance of an award or shares thereunder, are not deemed to have been delivered for purposes of determining the maximum number of shares available for delivery under the 2005 Plan and such shares are again available for grant and issuance in connection with any future awards under the 2005 Plan, other than an award that includes Incentive Stock Options.  All of the options and stock awards listed in the “Outstanding Equity Awards at Fiscal Year-End” table below were granted pursuant to the 2005 Plan.  The 2005 Plan expires in May 2015, and awards granted under the 2005 Plan include non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and stock-reference awards.

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The following table sets forth information regarding outstanding options and shares reserved for future issuance under the 2005 Plan as of December 27, 2014:

Equity Compensation Plan Information

(1)         As of December 27, 2014, there were 418,314 shares of our common stock available for awards under the 2005 Plan, plus 576,391 shares of our common stock available for any awards under the 2005 Plan other than incentive stock options.

The parameters of the 2005 Plan are considered each year by the Compensation Committee and all equity grants are approved by the Board of Directors.  Each year consideration is given with respect to the achievement of the 2005 Plan’s goals of driving long-term stockholder value, awarding performance of the management team and achieving stated earnings targets.  If it is determined that awards will be granted, then consideration is also given to “inside concentration,” which represents the percentage of stock owned or controlled by members of the Board of Directors and management.  The amount of equity grants is also a function of the “pool” of shares that are reserved for issuance.

Awards of restricted stock, incentive stock options, and performance based share options are all within the parameters of the 2005 Plan and are currently used by the Compensation Committee to achieve the goals of the 2005 Plan.

For more detailed information, please see “2014 Grants of Plan-Based Awards” below in this Proxy Statement.

Other Practices, Polices and Guidelines

Clawback Policy

Consistent with the Dodd-Frank Act, the Board of Directors adopted in early 2015 a policy that will enable the Company to reclaim previously awarded compensation from executives who are found to have engaged in willful fraud or the intentional manipulation of performance measures.

These provisions are designed to deter and prevent detrimental behavior and to protect our investors from financial misconduct.

401(k) Savings Plans and Other Retirement Benefits

The Company maintains a 401(k) Plan covering eligible employees in the United States and to which the Company makes certain matching contributions. These plans are designed to provide tax-deferred retirement benefits to employees in accordance with the provisions of the Code. The amount the Company contributed to each NEO in 2014, if any, is reflected in the “2014 Summary Compensation Table” in this Proxy Statement.

The Company does not maintain any other retirement plans, or offer any pension benefits, under which executives or any other employees earn the right to receive benefits upon retirement.

Perquisites and Other Personal Benefits

The Company provides the NEOs with minimal perquisites and other personal benefits. The costs of the perquisites and personal benefits for the NEOs for the fiscal year ended December 27, 2014 are included in the “2014 Summary Compensation Table” in this Proxy Statement.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”), which is a non-qualified deferred compensation plan that allows certain individuals designated by the Company from a select group of management or highly compensated service providers to defer a portion of their salary and bonus under the Deferred Compensation Plan (“Compensation Deferrals”).  Compensation Deferrals under the Deferred Compensation Plan represent obligations of the Company to pay participants certain compensation amounts that the participants have elected to defer.  The Deferred Compensation Plan is intended to provide participants with the ability to defer income that would otherwise be payable to them for tax planning purposes.  The Compensation Deferrals are payable in cash and generally will be paid in either a lump sum or in annual installments over a certain term upon retirement or in a lump sum upon death or other termination of service, according to the terms and conditions of the Deferred Compensation Plan.  As of December 27, 2014, none of the Named Executive Officers have participated in the Deferred Compensation Plan.

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Effect of Accounting and Tax Treatment on Compensation Decisions

The Compensation Committee considers the tax and accounting implications of compensation, but they are not the only factors considered. In some cases, other important considerations outweigh tax or accounting considerations.

Internal Revenue Code Section 162(m) Policy.  Section 162(m) of the Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s Chief Executive Officer or any of the Company’s other NEOs other than the Chief Financial Officer.  If certain conditions are met, performance-based compensation may be excluded from this limitation.  The performance criteria within our 2005 Plan and our 2014 Bonus Plan were approved by our stockholders at our 2005 annual meeting of stockholders in accordance with Section 162(m), intending to support deduction for performance-based awards granted under those plans.  Most compensation paid by the Company is designed to be deductible under Section 162(m) of the Code.  However, the Compensation Committee may exercise discretion to pay nondeductible compensation if following the requirements of Section 162(m) of the Code would not be in the interests of shareholders.

Internal Revenue Code Section 409A.  Section 409A of the Code and the regulations thereunder (“Section 409A”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of Section 409A with respect to the timing of deferral elections, timing of payments and certain other matters.  Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans.  Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.  With respect to our compensation and benefit plans that are subject to Section 409A, in accordance with Section 409A and regulatory guidance issued by the Internal Revenue Service, we believe we are currently operating such plans in compliance with Section 409A.

Accounting Standards.  Grants of equity awards under the 2005 Plan are recognized as compensation expense for the fair value of equity-based compensation awards. The Compensation Committee considers the accounting implications of significant compensation decisions, including in connection with decisions that relate to the 2005 Plan and equity award programs thereunder.  As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

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Executive Compensation Tables

2014 Summary Compensation Table

The following table sets forth information concerning the compensation earned during the fiscal years ended December 27, 2014, December 28, 2013 and December 29, 2012 by our Named Executive Officers:

(1)                Includes amounts (if any) deferred at the Named Executive Officer’s option under the Company’s 401(k) Plan.

(2)                Performance-based bonuses are generally paid under our 2014 Bonus Plan and reported as Non-Equity Incentive Plan Compensation. Except as otherwise noted, amounts reported as Bonus represent discretionary bonuses awarded by the Compensation Committee in addition to the amount (if any) earned under the 2014 Bonus Plan.

(3)                Aggregate grant date fair value of all stock awards, computed in accordance with FASB ASC Topic 718.  The assumptions used with respect to the valuation of option grants are set forth in “Inventure Foods, Inc. Consolidated Financial Statements — Notes to Financial Statements — Note 1 — Summary of Significant Accounting Policies — Stock-Based Compensation” included in our Annual Report on Form 10-K for the year ended December 27, 2014.

For fiscal 2014, the grant date fair value was calculated based on the closing price of our common stock on June 16, 2014 of $13.21 (the last trading day preceding the grant date) multiplied by the number of shares.  The grant date fair value of Mr. Hammer’s stock award was calculated based on the closing price of our common stock on May 27, 2014 of $12.78 (the grant date) multiplied by the number of shares.  Fifty percent (50%) of the stock awards presented above for Messrs. McDaniel, Weinberger and Sklar are performance-based restricted stock awards, for which the target number of shares was used as it was considered to be the probable outcome as of the grant date.  The maximum award attainable was 100% of the target number of performance-based restricted stock awards.

For fiscal 2013, the grant date fair value was calculated based on the closing price of our common stock on May 14, 2013 of $7.21 (the last trading day preceding the grant date) multiplied by the target number of performance-based restricted stock awards, as the target was considered to be the probable outcome as of the grant date.  The maximum award attainable was 100% of the target number of performance-based restricted stock awards.

For fiscal 2012, the grant date fair value was calculated based on the closing price of our common stock on May 15, 2012 of $6.55 (the last trading day preceding the grant date) multiplied by the target number of performance-based restricted stock awards, as the target was considered to be the probable outcome as of the grant date.  The maximum award attainable was 100% of the target number of performance-based restricted stock awards.

(4)          Represents the grant date fair value of options granted during the year to purchase shares of common stock.  The amount consists of 25,000 incentive stock options that Mr. Hammer was granted on May 27, 2014.  The grant date fair value of the stock option award was computed in accordance with ASC Topic 718.  Refer to Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 27, 2014, for an explanation of the methodology and assumptions used in determining the fair value of stock option awards granted.  Neither estimated forfeitures nor actual forfeitures were included in the amount.

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(5)          All Other Compensation for 2014 represents payments to:

·                   Mr. McDaniel for health insurance benefits of $17,909, an automobile allowance of $12,000, 401(k) matching contributions of $10,400, disability insurance and life insurance benefits.

·                   Mr. Weinberger for health care and health insurance benefits of $26,696, an automobile allowance of $12,000, 401(k) matching contributions of $10,400, disability insurance and life insurance benefits.

·                   Mr. Foster for health insurance benefits of $10,985, an automobile allowance of $8,400, 401(k) matching contributions of $9,714, disability insurance and life insurance benefits.

·                   Mr. Hammer for health insurance benefits of $11,939, an automobile allowance of $8,307, 401(k) matching contributions of $2,154, disability insurance and life insurance benefits.

·                   Mr. Sklar for health insurance benefits of $17,909, an automobile allowance of $12,000, 401(k) matching contributions of $9,907, disability insurance and life insurance benefits.

2014 Grants of Plan-Based Awards

The following table sets forth certain information with respect to restricted stock awards, option awards and other plan-based awards granted during the fiscal year ended December 27, 2014 to our Named Executive Officers:

(1)         The Company awarded bonuses pursuant to the 2014 Bonus Plan, which provides for the award of annual cash bonuses based upon threshold, target and maximum payout amounts set by the Board of Directors for each fiscal year.  The actual amount paid to each Named Executive Officer for the fiscal year ended December 27, 2014 is set forth in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

(2)         These amounts relate to restricted stock awards and reflect the maximum potential number of restricted shares to be released, some of which are subject to the achievement of performance criteria over three years.

(3)         This amount relates to incentive stock options that Mr. Hammer was granted on May 27, 2014.  The grant date fair value of the stock option award was computed in accordance with ASC Topic 718 using a Black-Scholes option pricing model.

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2014 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the value of all unvested stock awards and unexercised options previously awarded to our Named Executive Officers as of December 27, 2014: