As filed with the Securities and Exchange Commission on May 27, 2026

 

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 21, 2026

 

	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.)

 

8 Sylvan Way, 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 21, 2026. 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		29,671,484		1,690,041		220,422		21,782,841
Debra Martin Chase		28,261,686		3,089,999		230,262		21,782,841
Kenneth C. Keller		29,761,611		1,593,147		227,190		21,782,841
Charles F. Marcy		26,972,241		4,396,902		212,805		21,782,841
Robert D. Mills		28,885,290		2,486,554		210,103		21,782,841
Dennis M. Mullen		28,306,788		3,074,809		200,351		21,782,841
Cheryl M. Palmer		29,626,448		1,737,234		218,265		21,782,841
Alfred Poe		27,259,683		4,103,749		218,515		21,782,841
Stephen C. Sherrill		28,124,104		3,239,603		218,241		21,782,841
David L. Wenner		29,677,514		1,705,351		199,083		21,782,841

 

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2026 annual meeting proxy statement.

 

For		Against		Abstain		Broker Non-Votes
26,804,215		4,340,759		436,974		21,782,841

 

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 2, 2027 (fiscal 2026).

 

For		Against		Abstain		Broker Non-Votes
51,318,275		1,338,349		708,165		—

 

 

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 27, 2026	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary