BGS B&G Foods

Filed: 21 May 21, 4:05pm


As filed with the Securities and Exchange Commission on May 21, 2021





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  May 18, 2021


 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, Parsippany, New Jersey07054
(Address of Principal Executive Offices)(Zip Code)


Registrant’s telephone number, including area code:  (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareBGSNew York Stock Exchange


Check the appropriate box below if the Form 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 Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨






Item 5.02.Election of Director.


As previously disclosed in the Current Report on Form 8-K filed by B&G Foods on May 12, 2021, B&G Foods appointed Kenneth C. “Casey” Keller, age 59, as our next President and Chief Executive Officer, effective June 14, 2021. Mr. Keller will succeed B&G Foods’ Interim President and Chief Executive Officer, David L. Wenner, who will remain a director of our company and will work closely with Mr. Keller to assist with the transition.


On May 18, 2021, the board of directors of B&G Foods elected Mr. Keller to our board of directors, effective June 14, 2021.


There are no arrangements or understandings between Mr. Keller and any other person pursuant to which he was appointed as a director of our company. There is no family relationship between Mr. Keller and any director, executive officer, or person nominated or chosen by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with Mr. Keller that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.


Item 5.07.Submission of Matters to a Vote of Security Holders.


B&G Foods’ annual meeting of stockholders was held on May 18, 2021. The matters voted upon and the results of the voting were as follows:


Proposal No. 1: The stockholders elected nine directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.


Director Nominee For  Against  Abstain  Broker
DeAnn L. Brunts  31,907,783   1,249,346   170,932   17,823,362 
Debra Martin Chase  31,908,827   1,236,493   182,741   17,823,362 
Charles F. Marcy  31,034,565   2,092,063   201,433   17,823,362 
Robert D. Mills  32,078,737   1,049,047   200,277   17,823,362 
Dennis M. Mullen  30,051,556   3,073,949   202,555   17,823,362 
Cheryl M. Palmer  31,854,174   1,301,048   172,838   17,823,362 
Alfred Poe  29,356,266   3,769,083   202,712   17,823,362 
Stephen C. Sherrill  28,309,053   4,815,861   203,146   17,823,362 
David L. Wenner  31,908,389   1,217,213   202,459   17,823,362 


Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2021 annual meeting proxy statement.


For  Against  Abstain  Broker
30,390,070  1,806,664  1,131,327  17,823,362


Proposal No. 3: The stockholders approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2022 (fiscal 2021).


For  Against  Abstain  Broker
49,618,770  647,930  884,723  


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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Dated:  May 21, 2021By:/s/ Scott E. Lerner
  Scott E. Lerner
  Executive Vice President,
  General Counsel and Secretary


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