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As filed with theSecurities and Exchange Commission on May 24, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 23, 2024
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-32316 13-3918742
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Four Gatehall Drive 07054
,
Parsippany
,
New Jersey
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, includingarea code: (
973
)
401-6500
Securities registered pursuant to Section 12(b) ofthe Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share BGS New York Stock Exchange
Check the appropriate box below if theForm 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
.. Written communications pursuant to Rule 425 under the SecuritiesAct (17 CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) underthe Exchange Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerginggrowth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the SecuritiesExchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
..
If an emerging growth company, indicate by check mark if theregistrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standardsprovided pursuant to Section 13(a) of
the Exchange Act.
..
Item 5.07. Submission of Matters to a Vote of Security Holders.
B&G Foods' annual meeting of stockholderswas held on May 23, 2024. The matters
voted upon and the results of the voting were as follows:
ProposalNo. 1
: The stockholders elected ten directors to serve until the next annual
meeting of stockholders or until their respectivesuccessors have been elected
and qualified.
Director Nominee For Against Abstain Broker
Non-Votes
DeAnn L. Brunts 44,212,266 1,752,023 241,209 16,348,683
Debra Martin Chase 42,995,664 2,970,885 238,949 16,348,683
Kenneth C. Keller 43,332,804 2,602,224 270,470 16,348,683
Charles F. Marcy 38,930,461 6,988,858 286,179 16,348,683
Robert D. Mills 43,994,671 1,964,144 246,683 16,348,683
Dennis M. Mullen 40,794,465 5,164,387 246,646 16,348,683
Cheryl M. Palmer 42,876,273 3,092,172 237,053 16,348,683
Alfred Poe 40,035,897 5,925,225 244,376 16,348,683
Stephen C. Sherrill 40,472,817 5,485,129 247,552 16,348,683
David L. Wenner 43,203,065 2,758,598 243,835 16,348,683
ProposalNo. 2
: The stockholders approved, on an advisory basis, the compensation of our
named executive officers as disclosedin our 2024 annual meeting proxy
statement.
For Against Abstain Broker
Non-Votes
40,610,554 5,082,814 512,130 16,348,683
ProposalNo. 3
: The stockholders approved a proposal to ratify the appointment of KPMG LLP
as our independent registered publicaccounting firm for the fiscal year ending
December 28, 2024 (fiscal 2024).
For Against Abstain Broker
Non-Votes
60,588,028 1,516,653 449,500 -
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SIGNATURE
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereuntoduly authorized.
B&G FOODS, INC.
Dated: May 24, 2024 By: /s/ Scott E. Lerner
Scott E. Lerner
Executive Vice President,
General Counsel and Secretary
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