Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
JOHN B. SANFILIPPO & SON, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, John B. Sanfilippo & Son, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
“NINTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware (including, without limitation, Section 102(b)(7)), as amended from time to time, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any repeal or amendment of this Article NINTH or adoption of any provision of the Certificate of Incorporation inconsistent with this Article NINTH shall have prospective effect only and shall not adversely affect the liability of a director or officer of the Corporation with respect to any act or omission occurring at or before the time of such appeal, amendment or adoption of an inconsistent provision. Solely for purposes of this Article NINTH, "officer" shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time.”
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Restated Certificate of Incorporation on this 10th day of December, 2024.
JOHN B. SANFILIPPO & SON, INC.
/s/ Gina Lakatos
Gina Lakatos
Vice President, General Counsel and Secretary
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