As filed with the Securities and Exchange Commission on May 20, 2025

 

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 15, 2025

 

	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 Jersey		07054
(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 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 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 5.07.

Submission of Matters to a Vote of Security Holders.

 

B&G Foods’ annual meeting of stockholders was held on May 15, 2025. The matters voted upon and the results of the voting were as follows:

 

Proposal No. 1: The stockholders elected ten 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 Non-Votes
DeAnn L. Brunts			42,049,220				2,636,476				167,639				17,934,655
Debra Martin Chase			41,133,866				3,519,481				199,987				17,934,655
Kenneth C. Keller			41,938,519				2,699,633				215,182				17,934,655
Charles F. Marcy			38,276,760				6,338,888				237,687				17,934,655
Robert D. Mills			42,365,462				2,278,514				209,359				17,934,655
Dennis M. Mullen			40,355,964				4,244,558				252,813				17,934,655
Cheryl M. Palmer			41,185,152				3,478,564				189,619				17,934,655
Alfred Poe			39,998,888				4,603,141				251,306				17,934,655
Stephen C. Sherrill			40,549,552				4,084,829				218,954				17,934,655
David L. Wenner			41,722,078				2,892,872				238,385				17,934,655

 

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2025 annual meeting proxy statement.

 

For				Against				Abstain				Broker Non-Votes
	36,717,432				7,633,289				502,613				17,934,655

 

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 3, 2026 (fiscal 2025).

 

For				Against				Abstain				Broker Non-Votes
	60,388,002				1,740,089				659,899				—

 

 

SIGNATURE

 

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.

 

	B&G FOODS, INC.
Dated:  May 20, 2025	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary