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TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on March 31, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12
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B&G FOODS, INC. |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Four Gatehall Drive
Parsippany, NJ 07054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2015
To the Stockholders of B&G Foods, Inc.:
An
annual meeting of stockholders of B&G Foods, Inc. will be held on Tuesday, May 19, 2015, at 10:00 a.m., local time, at the Hanover Marriott, 1401 Route 10 East,
Whippany, NJ 07981, for the
following purposes (which are more fully described in the accompanying proxy statement):
- 1.
- to
elect eight directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
- 2.
- to
conduct an advisory vote on executive compensation, commonly referred to as a "say on pay" vote;
- 3.
- to
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2016 (fiscal
2015); and
- 4.
- to
transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.
The
board of directors has fixed the close of business on March 24, 2015, as the record date for the determination of stockholders entitled to notice of and to vote at the annual
meeting and any adjournment or postponement of the meeting.
Your vote is important, and you are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual
meeting, we encourage you to vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by
mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation
at the annual meeting regardless of whether you attend in person.
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By Order of the Board of Directors, |
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Scott E. Lerner Secretary |
Parsippany, New Jersey
March 31, 2015 |
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Four Gatehall Drive
Parsippany, NJ 07054
PROXY STATEMENT
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2015
GENERAL INFORMATION
Why am I receiving these materials?
This proxy statement is provided to the stockholders of B&G Foods, Inc. ("B&G Foods," "we," or "our company") in connection with
the solicitation of proxies by our board of directors to be voted at an annual meeting of stockholders to be held at the Hanover Marriott, 1401 Route 10 East, Whippany, NJ 07981, at 10:00 a.m.,
local time, on Tuesday, May 19, 2015, and at any adjournment or postponement of the meeting. This proxy statement and the related materials are first being distributed or made available to
stockholders on or about March 31, 2015. This proxy statement provides information that should be helpful to you in deciding how to vote on the matters to be voted on at the annual meeting.
What items will be voted on at the annual meeting?
At the annual meeting, the stockholders will consider and vote upon
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- the election of eight directors to hold office until the next annual meeting of stockholders (Proposal No. 1);
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- an advisory proposal on executive compensation, commonly referred to as a "say on pay" proposal (Proposal No. 2); and
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- the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
January 2, 2016 (fiscal 2015) (Proposal No. 3).
What are included in the proxy materials?
The proxy materials include:
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- our proxy statement for the annual meeting of stockholders; and
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- our 2014 Annual Report.
If
you received a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the annual meeting.
What is a proxy statement? What information is contained in this proxy statement?
It is a document that Securities and Exchange Commission (SEC) regulations require us to give you when we ask you to sign a proxy card
designating proxies to vote on your behalf. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, B&G Foods' board of directors and
board committees, the compensation of our directors and executive officers for fiscal 2014 and other required information.
What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone
as your proxy in a written document, that document also is
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called
a proxy or a proxy card. We have designated two of our officers as proxies for the annual meeting. These two officers are Robert C. Cantwell and Scott E. Lerner.
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
We are pleased to be using once again the SEC rule that allows companies to furnish their proxy materials to stockholders over the
Internet. As a result, we are mailing to most of our stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. We believe that this
process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy
materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions
on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice. All stockholders who have previously requested paper copies of our proxy materials will
continue to receive paper copies by mail.
Why didn't I receive a notice in the mail about the Internet availability of the proxy materials?
We are providing stockholders who have previously requested to receive paper copies of the proxy materials with paper copies instead of
a notice about the Internet availability of the proxy materials.
In
addition, we are providing notice of the availability of the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials
electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
How can I access the proxy materials over the Internet?
The notice of annual meeting, proxy statement and annual report are available at http://materials.proxyvote.com/05508R. Instead of
receiving future copies of the proxy materials by mail, most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy
materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site. If you received a notice of the
Internet availability of proxy materials, that notice will contain additional instructions on how to view our proxy materials on the Internet.
How may I obtain a paper copy of the proxy materials?
Stockholders receiving a notice about the Internet availability of the proxy materials will find instructions about how to obtain a
paper copy of the proxy materials on that notice. Stockholders receiving notice of the availability of the proxy materials by e-mail will find instructions about how to obtain a paper copy of the
proxy materials as part of that e-mail. All stockholders who do not receive a notice or an e-mail will receive a paper copy of the proxy materials by mail.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with B&G Foods' registrar and transfer agent, Computershare, you are considered a
stockholder of record with respect to those shares.
If
your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.
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Who is entitled to vote at the annual meeting?
Each holder of record of our common stock at the close of business on March 24, 2015 is entitled to vote at the annual meeting.
As of that date, a total of 53,758,649 shares of common stock were outstanding and are eligible to vote at the annual meeting. Each share of our common stock is entitled to one vote per share on all
matters with respect to which holders are entitled to vote.
How do I vote?
Your shares may only be voted at the annual meeting if you are present in person or are represented by proxy. Whether or not you plan
to attend the annual meeting, we encourage you to vote by proxy to assure that your shares will be represented. Voting by proxy will in
no way limit your right to vote at the annual meeting if you later decide to attend in person. Beneficial owners, however, may vote in person at the annual meeting only if they have a legal proxy, as
described below.
Stockholders of Record. If you are a stockholder of record, you may vote by proxy by completing the enclosed proxy card and
mailing it in the
postage-paid envelope provided. In the alternative, stockholders of record may vote in person at the annual meeting.
Beneficial Owners. If your shares are held in the name of a broker, bank or other nominee, that institution will instruct you as
to how your shares
may be voted by proxy, including whether telephone or Internet voting options are available. If your shares are held in the name of a broker, bank or other nominee, and you would like to vote in
person at the meeting, you must first obtain a proxy, executed in your favor, from the institution that holds your shares.
What can I do if I change my mind after I vote my shares?
Stockholders of Record. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by
timely submission of a
written revocation to our corporate secretary, submission of a properly executed later-dated proxy, or by voting by ballot at the annual meeting. Attendance at the annual meeting will not by itself
constitute a revocation of a proxy.
Beneficial Owners. If your shares are held in the name of a broker, bank or other holder of record, that institution will
instruct you as to how your
vote may be changed.
If I am a stockholder of record, how will my shares be voted if I sign, date and return my proxy card? What if I do not specify a choice for a matter when returning my signed proxy card?
All shares entitled to vote that are represented by properly completed proxy cards received prior to the annual meeting and not revoked
will be voted at the meeting in accordance with your instructions. If you sign and return a proxy card but do not indicate how your shares should be voted, the shares represented by your properly
completed proxy card will be voted:
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- FOR each of the director nominees in Proposal No. 1;
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- FOR the proposal to approve, on an advisory basis, executive compensation;
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- FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2015; and
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- in the discretion of the persons named in the proxies as proxy appointees as to any other matter that may properly come before the
annual meeting.
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What if I am a beneficial owner and do not give voting instructions to my broker?
As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your
bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other
nominee, whether your shares can be voted by such bank, broker or nominee depends on the type of item being considered for vote.
Non-Discretionary Items. The election of directors and advisory say on pay vote are non-discretionary items and may not be voted
on by brokers, banks
or other nominees who have not received specific voting instructions from beneficial owners.
Discretionary Items. The ratification of the appointment of KPMG LLP as independent registered public accounting firm is a
discretionary item.
Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.
Who may attend the annual meeting?
All stockholders that were our stockholders as of the record date (March 24, 2015), or their authorized representatives, may
attend the annual meeting. Admission to the meeting will be on a first-come, first-served basis. If your shares are held in the name of a broker, bank or other nominee and you plan to attend the
annual meeting, you should bring proof of ownership, such as a brokerage or bank account statement, to the annual meeting to ensure your admission.
How will votes be counted?
The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of common stock of our company
entitled to vote on a particular matter will constitute a quorum for the purpose of considering that matter. Abstentions and broker "non-votes" will be counted as present and entitled to vote for
purposes of determining a quorum. A broker "non-vote" occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
For
Proposal No. 1, a nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee by the holders of the shares of common
stock voting in person or by proxy at the annual meeting. Likewise, each of Proposal Nos. 2 and 3 require the affirmative vote of a majority of the votes cast by the holders of the shares of
common stock voting in person or by proxy at the annual meeting. Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal
Nos. 1 through 3.
Who will count the votes?
A representative of our transfer agent, Computershare, will tally the vote, and will serve as inspector of the annual meeting.
How are proxies being solicited and who will pay for the solicitation of proxies?
We will bear the expense of the solicitation of proxies. In addition to the solicitation of proxies by mail, solicitation may be made
by our directors, officers and employees by other means, including telephone, over the Internet or in person. No special compensation will be paid to our directors, officers or employees for the
solicitation of proxies. To solicit proxies, we will also request the assistance of brokerage houses, banks and other custodians, nominees or fiduciaries, and,
upon request, will reimburse such organizations or individuals for their reasonable expenses in forwarding soliciting materials to beneficial owners and in obtaining authorization for the execution of
proxies.
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 19, 2015
The Notice of Annual Meeting, Proxy Statement and 2014 Annual Report are available at http://materials.proxyvote.com/05508R.
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics; Corporate Governance Guidelines; Board Committee Charters
B&G Foods is committed to conducting every aspect of our business in an ethical, open and honest manner and in full compliance with the
law, both in letter and in spirit. Our code of business conduct and ethics applies to all of our employees, officers and directors, including our chief executive officer and our chief financial
officer, and lays out guidelines for our employees, officers and directors to follow as they conduct business on behalf of our company. We have also adopted corporate governance guidelines, which,
together with our certificate of incorporation, bylaws and board committee charters, form the framework for the corporate governance of B&G Foods.
The
full text of the code of business conduct and ethics as well as our corporate governance guidelines, audit committee charter, compensation committee charter, nominating and
governance committee charter and strategy committee charter are available at the investor relations section of our web site, http://ir.bgfoods.com. We intend to disclose any amendment to, or waiver
from, a provision of the code of business conduct and ethics that applies to our chief executive officer or chief financial officer in the investor relations section of our web site. Stockholders may
request free printed copies of the code of business conduct and ethics, corporate governance guidelines and the board committee charters by writing to: B&G Foods, Inc., Attention:
Corporate Secretary, Four Gatehall Drive, Parsippany, NJ 07054 or corporatesecretary@bgfoods.com.
Role of the Board of Directors
In accordance with the General Corporation Law of the State of Delaware and our certificate of incorporation and our bylaws, our
business, property and affairs are managed under the direction of the board of directors. Although our directors are not involved in our day-to-day operating details, they are kept informed of our
business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by our officers at meetings of the board of directors and
committees of the board of directors.
Board Leadership Structure
Historically, we have separated the roles of chairman of the board of directors and chief executive officer. Separating these roles
allows our chief executive officer to focus on the day-to-day management of our business and our chairman, an independent director, to lead the board and focus on providing advice and independent
oversight of management. Given the time and effort that is required of each of these positions and our preference to have an independent director lead our board, we currently believe it is best to
separate these roles. In March 2014, we amended our corporate governance guidelines to make this separation of roles mandatory.
Meetings of the Board of Directors
During the fiscal year ended January 3, 2015 (fiscal 2014), the board of directors held six meetings. Each of the directors
attended at least 75% of the aggregate of all meetings held by the board of directors and each committee of the board of directors on which he or she served during fiscal 2014, in
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each
case held during the period for which he or she was a director and committee member. Our non-management directors meet regularly (at least quarterly) in executive session of the board without
management directors or employees present, and our independent directors meet in executive session at least once annually. The chairman of the board of directors (or, in the chairman's absence or if
the chairman is not an independent director, another independent director designated by the non-management directors) presides over executive sessions of the non-management directors and the
independent directors.
Communication with the Board of Directors; Director Attendance at Annual Meetings
Stockholders, employees and all other interested parties may communicate with a member or members or committee of the board of
directors by addressing their correspondence to the board member or members or committee c/o Corporate Secretary, B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054 or by e-mail to
corporatesecretary@bgfoods.com. Our corporate secretary will review the correspondence and will determine, in his good faith judgment, which stockholder communications will be relayed to the board of
directors, any committee or any director. Our corporate secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any
such inappropriate communications. Subject to the foregoing, mail addressed to "board of directors" or "non-management directors" will be forwarded to the chairman of the board.
Recognizing
that director attendance at our annual meetings can provide our stockholders with a valuable opportunity to communicate with board members about issues affecting our company,
we encourage our directors to attend each annual meeting of stockholders. All directors attended the 2014 annual meeting and we anticipate that all directors who are standing for election will attend
the 2015 annual meeting.
Director Independence
In making independence determinations, the board of directors observes all criteria for independence established by the SEC, the New
York Stock Exchange and other
governing laws and regulations. The board considers all relevant facts and circumstances in making an independence determination. In accordance with our corporate governance guidelines, to be
considered independent:
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- the director must meet the bright-line independence tests under the listing standards of the New York Stock Exchange; and
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- the board must affirmatively determine that the director otherwise has no material relationship with our company either directly or as
a partner, shareholder or officer of an organization that has a relationship with our company.
The
board of directors, through its nominating and governance committee, annually reviews all relevant business relationships any director may have with our company. As a result of its
annual review, the board has determined that each of the following directors and director nominees meets the independence tests under the listing standards of the New York Stock Exchange and
applicable SEC Rules, none of the following directors and director nominees has a material relationship with the company and, as a result, such directors and director nominees are independent: Stephen
C. Sherrill, DeAnn L. Brunts (nominee), Cynthia T. Jamison, Charles F. Marcy, Dennis M. Mullen, Cheryl M. Palmer and Alfred Poe. The board has determined that because Mr. Wenner is our former
President and Chief Executive Officer, he will not be considered independent.
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Committees of the Board of Directors
The board of directors has an audit committee, compensation committee, a nominating and governance committee and a newly formed
strategy committee, established in March 2015. During 2014, the board also appointed a temporary special committee on succession planning.
The following table sets forth the members of each currently existing committee and the number of meetings held during fiscal 2014:
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Audit |
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Compensation |
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Nominating
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Strategy |
Number of Meetings: |
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N/A |
Name: |
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Stephen C. Sherrill |
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Chairman |
Robert C. Cantwell |
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Cynthia T. Jamison |
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Chairman |
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Charles F. Marcy |
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Dennis M. Mullen. |
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Chairman |
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Cheryl M. Palmer |
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Alfred Poe |
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Chairman |
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The
board expects to make changes to the committee memberships following the annual meeting of stockholders. The following table sets forth the anticipated membership of each committee
following the annual meeting, provided each director listed below is duly elected at the meeting:
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Nominating
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Name: |
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Stephen C. Sherrill |
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Chairman |
DeAnn Brunts(1) |
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Robert C. Cantwell |
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Charles F. Marcy |
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Chairman |
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Dennis M. Mullen. |
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Chairman |
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Cheryl M. Palmer |
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Alfred Poe |
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Chairman |
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- Ms. Brunts
does not currently serve on the board of directors. She is a nominee for election at the annual meeting.
Audit Committee
The principal duties and responsibilities of our audit committee are as follows:
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- to serve as an independent and objective party to monitor our financial reporting process and internal control systems;
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- to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate authority over the
relationship between us and our independent registered public accounting firm; and
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- to provide an effective, open avenue of communication among the independent registered public accounting firm, financial and senior
management and the board of directors.
The
audit committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill
its responsibilities and duties. Each director who serves on the audit committee is independent under the listing standards
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of
the New York Stock Exchange and as that term is used in Section 10A(m)(3) of the Securities Act of 1934, as amended. The board of directors has determined that Ms. Jamison qualifies
as an audit committee financial expert as that term is defined by applicable SEC regulations, and has designated Ms. Jamison as the audit committee's financial expert. As noted below, under
Proposal No. 1Election of Directors, Ms. Jamison is not standing for re-election at the annual meeting. It is anticipated that following the annual meeting, the board of
directors will appoint Ms. Brunts to the audit committee and designate her as the audit committee's financial expert.
The
audit committee operates under a written charter adopted by the board of directors. A copy of the charter is available at the investor relations section of our website,
http://ir.bgfoods.com. The report of the audit committee begins on page 45 of this proxy statement.
Compensation Committee
The principal duties and responsibilities of the compensation committee are as
follows:
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- to discharge the board of directors' responsibilities relating to the compensation of our executive officers and directors; and
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- to have overall responsibility for evaluating and approving our executive officer and director compensation plans, policies and
programs, as well as any equity-based compensation plans and policies.
Each
director who serves on the compensation committee is independent under the listing standards of the New York Stock Exchange and the Internal Revenue Code of 1986, as amended, with
respect to compensation committees. The compensation committee operates under a written charter adopted by the board of directors, a copy of which is available at the investor relations section of our
website, http://ir.bgfoods.com. The report of the compensation committee is on page 32 of this proxy statement.
Nominating and Governance Committee
The principal duties and responsibilities of the nominating and governance committee are as
follows:
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- to assist the board of directors by identifying individuals qualified to become board members and members of board committees, to
recommend to the board of directors nominees for the next annual meeting of stockholders, and to recommend to the board of directors nominees for each committee of the board of directors;
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- to lead the board of directors in its annual review of the board's and management's performance;
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- to monitor our corporate governance structure; and
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- to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable
to us.
Each
director who serves on the nominating and governance committee is independent under the listing standards of the New York Stock Exchange with respect to nominating and governance
committees. The nominating and governance committee operates under a written charter adopted by the board of directors, a copy of which is available at the investor relations section of our website,
http://ir.bgfoods.com.
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Strategy Committee
The principal duties and responsibilities of the strategy committee are as follows:
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- to assist the board of directors in the performance of its oversight responsibilities relating to strategic planning and the creation
of stockholder value, including the assessment of strategic risks and opportunities; and
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- to assist and advise the management of our company in the development of our company's strategy and the making of strategic decisions
regarding corporation and management organization; sales, marketing and product development; corporate development with respect to investments, acquisitions and divestitures; and corporate finance.
The
strategy committee operates under a written charter adopted by the board of directors, a copy of which is available at the investor relations section of our website,
http://ir.bgfoods.com.
Special Committee on Succession Planning
During 2014, the board of directors also established a temporary special committee on succession planning. The committee, which had a
one year term, was chaired by Mr. Poe, chairman of the compensation committee, and also included Ms. Jamison, chairman of the audit committee, and Mr. Mullen, chairman of the
nominating and governance committee. The committee assisted the board in the performance of the board's responsibilities relating to succession planning for our chief executive officer, including,
after Mr. Wenner's announcement of his retirement plans, the search for Mr. Wenner's replacement.
The Board's Role in Risk Oversight
Management is responsible for the day-to-day risks our company faces. Our board of directors is responsible
for:
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- ensuring that management has implemented an appropriate system to manage these risks, i.e., to identify, assess, mitigate,
monitor, and communicate about these risks; and
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- providing effective risk oversight through the board's committee structure and oversight processes.
Beyond
these fundamental responsibilities for risk oversight, our board concentrates on the broader implications of our strategic plans and allows the committees to focus on specific
areas of risk. Our directors, through their risk oversight role, attempt to satisfy themselves that the risk management processes designed and implemented by the company's executive officers and other
senior managers are consistent with the company's corporate strategy and are functioning as directed.
The
board believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. Our executive officers attend
our quarterly board meetings. In addition to making quarterly presentations at such meetings regarding our operations, our executive officers are available to discuss any questions or concerns raised
by the board relating to risk management and any other matters.
While
the board is ultimately responsible for risk oversight at our company, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk.
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Audit Committee. In accordance with its charter, the audit committee is required to, among other things, focus on the
reasonableness of control
processes for identifying and managing key business, financial and regulatory reporting risks. The audit committee is also mandated by its charter to discuss with management our company's major
financial risk exposures and the steps management has taken to monitor and control such exposures, including, as required by the NYSE, our risk assessment and risk management policies. The audit
committee monitors our company's credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management, external auditors and the firm that is
responsible for our company's internal audit function.
Compensation Committee. The compensation committee assists the board in fulfilling its oversight responsibilities with respect
to the evaluation and
management of risks arising from our compensation policies and programs. As a result of its evaluation, the compensation committee has concluded that the risks arising from our compensation policies
and practices are not reasonably likely to have a material adverse effect on our company.
Nominating and Governance Committee. The nominating and governance committee assists the board in fulfilling its oversight
responsibilities with
respect to the management of risks associated with corporate governance, including board structure, size, membership and succession planning for our directors and executive officers.
Strategy Committee. The strategy committee assists the board in fulfilling its oversight responsibilities with respect to
strategic risks and
opportunities as identified by our company's strategic risk assessment and other processes, including those resulting from competitive activity, consumer demography and preferences, government and
legislative activities and macroeconomic and capital market conditions.
Director Nominations
The nominating and governance committee will consider recommendations for directorships submitted by our stockholders. Stockholders who
wish the nominating and governance committee to consider their recommendations for nominees for the position of director should submit their recommendations, in accordance with the procedures set
forth in our bylaws, in writing to: Corporate Secretary, B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054. In order to be considered for inclusion in the proxy statement and form of
proxy for the annual meeting of stockholders to be held in 2016, the stockholder's notice must be received by our company not less than 120 days nor more than 150 days before the first
anniversary of the date of this proxy statement.
For
nominations, such stockholder's notice shall set forth: (1) as to each person whom the stockholder proposes to nominate for election as a director, (A) the name, age,
business address and residential address of such person, (B) the principal occupation or employment of such person, (C) a statement of the particular experience, qualifications,
attributes or skills of the proposed nominee, (D) the number of shares of stock of our company that are beneficially owned by such person, (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the SEC promulgated under the Securities Exchange
Act of 1934, as amended and (F) the written consent of the nominee to be named in the proxy statement as a nominee and to serve as a director if elected and (2) as to the stockholder
giving the notice, (A) the name, and business address and residential address, as they appear on our stock transfer books, of the nominating stockholder, (B) a representation that the
nominating stockholder is a stockholder of record and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (C) the class and number
of shares of stock of our company beneficially owned by the nominating stockholder and (D) a description of all arrangements or understandings between the nominating stockholder and each
nominee and any other
10
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person
or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the nominating stockholder.
In
its assessment of each potential candidate, the nominating and governance committee will review the nominee's professional ethics, integrity and values, judgment, experience,
independence, commitment to representing the long-term interests of the stockholders, understanding of our company's industry or other related industries and such other factors the nominating and
governance committee determines are pertinent in light of the current needs of the board of directors.
Nominees
may also be recommended by directors, members of management, or, in some cases, by a third party firm. In identifying and considering candidates for nomination to the board, the
nominating and governance committee considers, in addition to the requirements described above and set out in its charter, quality of experience, our needs and the range of knowledge, experience and
diversity represented on the board. Each director candidate will be evaluated by the nominating and governance committee based on the same criteria and in the same manner, regardless of whether the
candidate was recommended by a company stockholder or by others.
The
board of directors does not have a formal policy on board diversity as it relates to the selection of nominees for the board. The board believes that while diversity and variety of
experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, religion, disability,
age, gender, national origin or sexual orientation or identity. In selecting a director nominee, the nominating and governance committee focuses on skills, viewpoints, expertise or background that
would complement the existing board. The nominating and governance committee seeks to identify candidates representing diverse experience at policy-making levels in business, management, marketing,
finance, human resources, communications and other areas that are relevant to our activities. Decisions by the board regarding director nominees and continued service of directors, are made based on
expected contributions to the board in furtherance of the interests of shareholders, not based on race, color, gender or other demographic, orientation or identity.
The
nominating and governance committee will also take into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to our
company. In the case of a recommendation submitted by a stockholder, after full consideration, the stockholder proponent will be notified of the decision of the nominating and governance committee.
The
nominating and governance committee will conduct the appropriate and necessary inquiries with respect to the backgrounds and qualifications of all director nominees. The nominating
and governance committee will also review the independence of each candidate and other qualifications of all director candidates, as well as consider questions of possible conflicts of interest
between director nominees and
our company. After the nominating and governance committee has completed its review of a nominee's qualifications and conducted the appropriate inquiries, the nominating and governance committee will
make a determination whether to recommend the nominee for approval by the board of directors. If the nominating and governance committee decides to recommend the director nominee for nomination by the
board of directors and such recommendation is accepted by the board, the form of our proxy solicitation will include the name of the director nominee.
Director Compensation
Employee directors do not receive any separate compensation for their board activities. Each of our non-employee directors receives an
annual fee payable in cash. In addition, to ensure that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of
shares of our common stock issued under our 2008 Omnibus Incentive Compensation Plan (which we refer to in this proxy statement as the 2008 Omnibus Plan). Members of our board committees receive an
additional annual fee for each committee on which they
11
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serve.
Each non-employee director Each non-employee director has also received a cash fee for each board meeting and committee meeting attended in person or by telephone. As discussed below, the
payment of meeting fees for board and committee meetings has recently been eliminated. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their
travel to and attendance at meetings of the board of directors or board committees.
During
the first quarter of 2015, the compensation committee recommended, and the full board approved, effective as of the 2015 annual meeting, increases to the annual cash fees for
board and committee service and the elimination of meeting fees. The compensation committee made such recommendation after reviewing director compensation surveys. All other components of non-employee
director compensation remain unchanged. A summary of our director compensation program is summarized in the table below:
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|
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|
|
|
|
|
|
|
Compensation Element
|
|
2014 Compensation
|
|
2015 Compensation
|
|
|
|
(June 2014 - May 2015)
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|
(June 2015 - May 2016)
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|
|
|
General Board ServiceCash |
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual FeeChair |
|
$ |
70,000 |
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|
|
|
|
|
|
|
|
|
$ |
80,000 |
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|
|
|
|
|
|
|
|
|
Annual FeeOther Members |
|
$ |
55,000 |
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|
|
|
|
|
|
|
|
|
$ |
65,000 |
|
|
|
|
|
|
|
|
|
|
Meeting Fee (in person) |
|
$ |
2,000 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meeting Fee (by telephone) |
|
$ |
1,000 |
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|
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|
|
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General Board ServiceEquity |
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Grant date fair value of shares of common stock granted annually |
|
$ |
80,000 |
|
|
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|
|
|
|
|
|
|
$ |
80,000 |
|
|
|
|
|
|
|
|
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Number of shares |
|
|
Determined based on the closing stock price on the last business day of the calendar month of the annual meeting of
stockholders. Shares issued on the first business day of the next month. |
|
|
Determined based on the closing stock price on the last business day of the calendar month of the annual meeting of
stockholders. Shares issued on the first business day of the next month. |
|
Vesting schedule |
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Shares vest immediately upon grant. |
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Shares vest immediately upon grant. |
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Committee ServiceCash |
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|
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|
Audit
Committee |
|
Compensation
Committee |
|
Nominating &
Governance
Committee |
|
Succession
Planning |
|
Audit
Committee |
|
Nominating &
Governance
Committee |
|
Compensation
Committee |
|
Strategy
Committee |
|
Annual FeeChair |
|
$ |
17,500 |
|
$ |
10,000 |
|
$ |
10,000 |
|
$ |
30,000 |
|
$ |
25,000 |
|
$ |
20,000 |
|
$ |
20,000 |
|
$ |
35,000 |
|
Annual FeeOther Members |
|
$ |
7,500 |
|
$ |
7,500 |
|
$ |
7,500 |
|
$ |
20,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
35,000 |
|
Meeting Fee (in person) |
|
$ |
1,000 |
|
$ |
1,000 |
|
$ |
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meeting Fee (by telephone) |
|
$ |
500 |
|
$ |
500 |
|
$ |
500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
fiscal 2014, our non-employee directors received the following compensation:
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Name
|
|
Fees Earned
or
Paid in Cash |
|
Stock
Awards(1) |
|
Option
Awards |
|
Non-Equity
Incentive Plan
Compensation |
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings |
|
All Other
Compensation |
|
Total |
|
Stephen C. Sherrill |
|
$ |
80,000 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
159,997 |
|
Cynthia T. Jamison |
|
$ |
118,500 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
198,497 |
|
Charles F. Marcy |
|
$ |
88,000 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
167,997 |
|
Dennis M. Mullen. |
|
$ |
107,500 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
187,497 |
|
Cheryl M. Palmer |
|
$ |
86,500 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
166,497 |
|
Alfred Poe |
|
$ |
121,000 |
|
$ |
79,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
200,997 |
|
- (1)
- The
"Stock Awards" column shows the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The following
table shows, for each grant of common stock to the directors, the number of shares of
12
Table of Contents
common
stock granted, the grant date and the fair value of the stock award computed in accordance with FASB ASC Topic 718:
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Name
|
|
Grant
Date |
|
Number of
Shares of
Common Stock |
|
Grant Date
Fair Value |
|
Stephen C. Sherrill |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Cynthia T. Jamison |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Charles F. Marcy |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Dennis M. Mullen. |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Cheryl M. Palmer |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Alfred Poe |
|
|
6/2/2014 |
|
|
2,335 |
|
$ |
79,997 |
|
Non-Employee Director Stock Ownership Guidelines. In February 2012, our board of directors adopted stock ownership guidelines
for our non-employee
directors to further align the interests of our non-employee directors with the interests of our stockholders. Each non-employee director is required to own our common stock in an amount equal to
three times his or her annual cash retainer. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there
is a significant decline in our stock price that causes a non-employee director's holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to
meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. Our nominating and governance committee plans to review these guidelines on an
annual basis.
13
Table of Contents
PROPOSAL NO. 1ELECTION OF DIRECTORS
Introduction
Our company's bylaws provide for the annual election of directors. Upon the recommendation of our nominating and governance committee,
our board of directors has nominated for re-election each of our current directors with the exception of Cynthia T. Jamison, who has decided not to stand for re-election. Ms. Jamison will
remain on the board until the annual meeting. Our board thanks Ms. Jamison for her ten plus years of exemplary service. To fill the vacancy resulting from Ms. Jamison's departure, our
board of directors has nominated for election DeAnn L. Brunts.
At
the annual meeting, the eight nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and
qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now
anticipated by the board of directors), proxies will be voted for such substitute as designated by the board of directors.
Director Nominees
For each of the eight director nominees standing for election, the following sets forth certain biographical information, including a
description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods
and/or members of the board committees on which they serve. For further information, about how director nominees are selected, see "Corporate GovernanceDirector Nominations" above.
Stephen C. Sherrill, 62, Chairman of the Board of Directors: Stephen Sherrill has been a director since B&G Foods' formation
in 1996 and has been
Chairman since 2005. Mr. Sherrill is a founder and has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) since its formation in 1995. BRS was the
controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to
that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill currently serves as a director of Royal Robbins, Inc. and Gamo
Outdoor, SL, and has previously served as a director of, among others, Ruth's Chris Steak House, Inc., Remington Arms Company, Inc., Reliance Electric Company and Zatarain's
Brands Inc.
Mr. Sherrill
has many years of experience as a private equity investor and has served on the boards of directors of many public and private companies. Mr. Sherrill's
expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This
has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands.
In addition, as a private equity investor, Mr. Sherrill has provided strategic guidance and business and financial oversight (including evaluation of senior management and their compensation)
for many private and public companies.
DeAnn L. Brunts, 53, Director Nominee. DeAnn Brunts is a nominee for election to our board of
directors. Ms. Brunts has been serving as the chief financial officer of Transworld Systems, Inc., a privately held debt collection agency, since March 2015. Ms. Brunts also
served as the chief financial officer of Maverik, Inc., a privately held convenience/gas/fresh food store chain, from 2012 to 2014, Rocky Mountain Foods, Inc., a privately held food
manufacturer and distributor, from 2011 to 2012 and Merlin-International, a privately held information technology company, in 2010. Prior to that Ms. Brunts served in several roles at
Tatum LLC, a privately held executive and consulting services company specializing in finance, accounting and technology services, from 2006 to 2009, most recently
14
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as
the central region managing partner of Tatum. Ms. Brunts also held various positions at PricewaterhouseCoopers from 1985 to 1999, including transaction services and audit partner.
On
March 26, 2015, Ms. Brunts was nominated for election to the board of directors to replace Ms. Jamison, who is not standing for re-election. Potential candidates
were solicited from members of the board, our company's executives and individuals personally known to the members of our board and our company's executives. Members of the nominating and governance
committee interviewed several solicited candidates who were evaluated based on the established criteria for persons to be nominated, as listed above. The board believes Ms. Brunts meets the
established criteria and she is the best qualified candidate for election to the board. Ms. Brunts is a new nominee for election to the board this year. Her nomination was recommended by the
nominating and governance committee and approved by the board.
Ms. Brunts
has extensive experience in financial and accounting matters, including private and public company reporting, having served as chief financial officer of several
private companies and as an audit partner and mergers and acquisitions advisor at PricewaterhouseCoopers for several private and public companies, including several in the food and consumer packaged
goods industries. Ms. Brunts also brings key senior management, leadership, financial and strategic planning experience to our board of directors.
Robert C. Cantwell, 58, President, Chief Executive Officer and Director: Robert Cantwell is our President and Chief Executive
Officer and has been a
director since 2005. Mr. Cantwell joined our company in 1983 as the Assistant Vice President of Finance. In that position, Mr. Cantwell had responsibility for all financial reporting and
budgeting. Mr. Cantwell was promoted to the position of Executive Vice President of Finance and Chief Financial Officer in 1991, assuming full responsibility for all financial matters, as well
as management information systems, data processing, administration and corporate human resources. Mr. Cantwell was promoted to President and Chief Executive Officer effective January 2015. He
continued to serve as Chief Financial Officer on an interim basis until his successor for that position was appointed in March 2015. Mr. Cantwell spent four years at Deloitte &
Touche LLP, where he received accreditation as a Certified Public Accountant. Mr. Cantwell is active in industry
trade groups and serves on the Chairman's Advisory Council of the Grocery Manufacturers Association and on the Board of Directors of the Snack Food Association.
Mr. Cantwell
has been with B&G Foods for 32 years and brings to our board an extraordinary understanding of our company's business, history and organization.
Mr. Cantwell also has strong senior management and leadership experience. Mr. Cantwell also has extensive experience in accounting, finance, public company reporting, mergers and
acquisitions, debt and equity financing, and operating successfully in a highly leveraged environment.
Charles F. Marcy, 64, Director: Charles "Chuck" F. Marcy has been a director since October 2010. Since May 2013, Mr. Marcy
has served as the
chief executive officer of Turtle Mountain LLC, the owner of the So Delicious Dairy Free brand. From 2010 until 2013, Mr. Marcy was a principal with Marcy & Partners, Inc.,
where he provided strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of
Directors of Healthy Food Holdings (HFH), a holding company for branded "better-for-you" foods from 2005 through April 2010. Under Mr. Marcy's guidance, HFH's portfolio included Breyers Yogurt,
YoCrunch Yogurt and Van's International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company
listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2005. Mr. Marcy also previously served as President
and Chief Executive Officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998, then a publicly traded company listed on the NASDAQ. From 1993 to
1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of
15
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Quaker
Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of
Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods.
Mr. Marcy
has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership,
financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods
marketing and has significant experience with organic foods.
Dennis M. Mullen, 61, Director: Dennis Mullen has been a director since 2006. Mr. Mullen is a founder and has been a
partner with The Mullen
Group, LLC since its formation in 2011. The Mullen Group provides strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served
as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State's primary
economic development agency. During that time he also served as a Commissioner of New York State's Department of Economic Development. From September 2008 to June 2009, Mr. Mullen served as
Upstate President of the Empire State Development Corporation, where he oversaw the upstate operations of the agency. From 2005 through August 2008, Mr. Mullen served as President and Chief
Executive Officer of Greater Rochester Enterprise, an economic development company. Prior to that, Mr. Mullen was President and Chief Executive Officer of Birds Eye Foods, Inc., a
leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of Birds Eye Foods from 1996 to 2005,
serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related entities. Prior to employment with Birds
Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board of directors of Foster Farms, a leading
poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association.
Mr. Mullen
has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Mullen brings key senior management, leadership,
financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors.
Cheryl M. Palmer, 57, Director: Cheryl Palmer has been a director since October 2010. Ms. Palmer is a founder and has been
the President of
Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, since its formation in 2011. Prior to that,
Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, which operates full service hotels for member
organizations in prime, downtown locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006. Prior to that Ms. Palmer served
in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as
Senior Vice President, Strategic Marketing of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq
Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott's North America and Schweppes USA divisions of Cadbury
Beverages, Inc.
Ms. Palmer
has many years of experience as a senior executive officer in the food industry. Ms. Palmer brings key senior management, leadership, financial and strategic
planning, corporate
16
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governance
and executive compensation experience to our board of directors. Ms. Palmer also has a strong background in brand marketing. Ms. Palmer's retail food industry experience
brings a fresh perspective to the board.
Alfred Poe, 66, Director: Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA
Restaurant Corp., serving as
such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of
MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through
1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and
Commercial Director with Mars, Inc. Mr. Poe previously served on the board of directors of Centerplate, Inc. (AMEX) and State Street Bank (NYSE).
Mr. Poe
has many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards
of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and
public company executive compensation experience to our board of directors.
David L. Wenner, 65, Director: David Wenner has been a director since 1997. Mr. Wenner served as our President and Chief
Executive Officer
from March 1993 through December 2014. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution and Bloch & Guggenheimer
operations. In 1991, he was promoted to Vice President and assumed responsibility for all company manufacturing operations. Prior to joining our company, Mr. Wenner spent 13 years at
Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has been active in industry trade groups and has served
as President of Pickle Packers International and on the Chairman's Advisory Council of the Grocery Manufacturers Association.
Having
served as our President and Chief Executive Officer for 22 years, Mr. Wenner brings to our board an extraordinary understanding of our company's business, history
and organization. Mr. Wenner's training as an engineer at the U.S. Naval Academy and prior experience in senior leadership positions overseeing manufacturing, maintenance and purchasing
operations at B&G Foods and Johnson & Johnson, together with his many years of day-to-day leadership and intimate knowledge of our business and operations, provide the board with invaluable
insight into the operations of our company. Mr. Wenner, having teamed with Mr. Cantwell to successfully acquire and integrate over 30 separate
brands into our company's operations since 1996, also provides our board strong insight and guidance regarding potential acquisitions and acquisition financing.
Required Vote
To be elected, each nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee
by the holders of the shares of common stock voting in person or by proxy at the annual meeting.
In
February 2013, we amended our bylaws to change the vote standard in uncontested elections of directors from a plurality of the votes cast to a majority of the votes cast. A majority
of the votes cast means that the number of votes cast "for" a nominee for director must exceed the number of votes cast "against" that nominee. In contested elections of directors the vote standard
will remain a plurality of the votes cast. A contested election is an election in which the number of nominees for director exceeds the number of directors to be elected.
17
Table of Contents
If
a director is not elected, the director is required to promptly tender his or her resignation to our board of directors. Our nominating and governance committee will make a
recommendation to the board of directors on whether to accept or reject the resignation, or whether other action should be taken. The board of directors will act on the resignation taking into account
the recommendation of the nominating and governance committee and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election
results. The director who tenders his or her resignation will not participate in the decisions of the nominating and governance committee or the board of directors that concern such resignation.
Recommendation of the Board of Directors
The board of directors recommends that the stockholders vote "FOR" each of the board of directors' nominees set
forth in Proposal No. 1.
18
Table of Contents
OUR MANAGEMENT
Executive Officers and Directors
Our executive officers and directors, their positions and their ages as of March 31, 2015, are as set forth in the table below.
Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified. Our executive officers serve at the discretion of the board
of directors.
|
|
|
|
|
|
Name
|
|
Age |
|
Position |
Stephen C. Sherrill |
|
|
62 |
|
Chairman of the Board of Directors |
Robert C. Cantwell |
|
|
58 |
|
President, Chief Executive Officer and Director |
Thomas P. Crimmins |
|
|
46 |
|
Executive Vice President of Finance and Chief Financial Officer |
William F. Herbes |
|
|
60 |
|
Executive Vice President of Operations |
Scott E. Lerner |
|
|
42 |
|
Executive Vice President, General Counsel, Secretary and Chief Compliance Officer |
Vanessa E. Maskal |
|
|
58 |
|
Executive Vice President of Sales and Marketing |
Michael A. Sands |
|
|
50 |
|
Executive Vice President of Snacks |
William H. Wright |
|
|
70 |
|
Executive Vice President of Quality Assurance and Research & Development |
Cynthia T. Jamison |
|
|
55 |
|
Director (not standing for re-election) |
Charles F. Marcy |
|
|
64 |
|
Director |
Dennis M. Mullen |
|
|
61 |
|
Director |
Cheryl M. Palmer |
|
|
57 |
|
Director |
Alfred Poe |
|
|
66 |
|
Director |
David L. Wenner |
|
|
65 |
|
Director |
For
a description of the business experience of Messrs. Sherrill, Wenner, Cantwell, Marcy, Mullen and Poe and Ms. Palmer, see "Proposal No. 1Election of
Directors."
Thomas P. Crimmins, Executive Vice President of Finance and Chief Financial Officer. Thomas P. Crimmins is Executive
Vice President of
Finance and Chief Financial Officer, a position he has held since March 2015. He is responsible for all financial matters and accounting matters. Mr. Crimmins joined B&G Foods from DRS
Technologies, Inc., where he spent 16 years, the last three as the company's Executive Vice President and Chief Financial Officer. In that position, he was responsible for corporate and
operational finance, corporate procurement, taxation, accounting, treasury and internal audit. From 1992 to 1999, Mr. Crimmins worked in the assurance practice of PricewaterhouseCoopers.
William F. Herbes, Executive Vice President of Operations. Bill Herbes is Executive Vice President of Operations, a position he
has held since 2009.
Mr. Herbes is responsible for our operations department, including all manufacturing, distribution, supply chain, purchasing and planning functions. Prior to joining B&G Foods,
Mr. Herbes gained 24 years of experience in operations and supply chain management at Warner Lambert and its successor companies, Pfizer and Cadbury Schweppes. Most recently,
Mr. Herbes served as Senior Vice President, Global Supply Chain at Cadbury Schweppes and also worked with leading consumer packaged goods companies as an independent consultant.
Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer. Scott Lerner is Executive
Vice President, General
Counsel, Secretary and Chief Compliance Officer. Mr. Lerner joined our company in 2005 as Vice President, General Counsel and Secretary. In 2006, Mr. Lerner was promoted to Executive
Vice President and in 2009 he was given the added responsibility of being our Chief Compliance Officer, a then newly created position. From 1997 to 2005,
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Table of Contents
Mr. Lerner
was an associate in the corporate & securities and mergers & acquisitions practice groups at the international law firm Dechert LLP.
Vanessa E. Maskal, Executive Vice President of Sales and Marketing. Vanessa Maskal is Executive Vice President of Sales and
Marketing.
Ms. Maskal first joined B&G Foods in 1999 as Senior Brand Manager and after a brief hiatus returned to the company in 2003 as Director of Direct Store Delivery Sales. Ms. Maskal was
promoted to Executive Vice President of Sales in November 2006. Ms. Maskal assumed responsibility for marketing in October 2008. Prior to joining B&G Foods, Ms. Maskal held senior
positions at IBC Inc., Drake Bakeries and Whatman Inc.
Michael A. Sands, Executive Vice President of Snacks. Michael Sands is Executive Vice President of Snacks. Mr. Sands joined
our company as a
Vice President in October 2013 following our acquisition of Rickland Orchards, which Mr. Sands co-founded, and was promoted to his current position in March 2014. In addition to co-founding
Rickland Orchards and serving as its chief operating officer, Mr. Sands previously served as the president and chief executive officer of the Balance Bar Company, the chief marketing and
operations officer of the Snapple Beverage Group, and the chief marketing officer and director of international sales of Ben & Jerry's. Mr. Sands also was the co-founder and chief
executive officer of LesserEvil Brand Snacks.
William H. Wright, Executive Vice President of Quality Assurance and Research & Development. William Wright is Executive
Vice President of
Quality Assurance and Research & Development, a position he has held since February 2010. Mr. Wright joined B&G Foods in 1998 as Vice President of Quality Assurance and Research &
Development and also assumed responsibility for Consumer Affairs. Prior to joining B&G Foods, Mr. Wright accumulated 30 years of supervision and management experience in
maintenance, manufacturing and operations at Johnson & Johnson and as a plant manager at First Quality Products.
20
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis contains statements regarding historical and future company
performance targets or goals. We have disclosed these targets or goals in the limited context of B&G Foods' compensation programs and they should not be understood to be statements of management's
expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Introduction
In the paragraphs that follow, we will give an overview and analysis of our compensation program and policies, the material
compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Following this section you will find a series of tables
containing specific information about the compensation earned or paid in fiscal 2014 to our chief executive officer, chief financial officer, and our next three most highly compensated executive
officers. Throughout this proxy statement we refer to these individuals as our "named executive officers." The discussion below is intended to help you understand the detailed information provided in
those tables and put that information into context within our overall compensation program.
Executive Summary
The primary objective of our executive compensation program is to provide compensation designed
to:
-
- attract, motivate and retain executive officers of outstanding ability and potential;
-
- reinforce the execution of our business strategy and the achievement of our business objectives; and
-
- align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving
stockholder value.
The
compensation committee aims to provide incentives for superior performance in a given year and over a sustained period by paying fair, reasonable and competitive compensation, and by
basing a significant portion of our target compensation package upon achieving that performance (i.e., "pay for performance").
We
also aim for simplicity in our compensation program so that it is easy for our employees and our stockholders to understand the various components of our compensation program and the
incentives designed to drive company performance. The three primary components of our executive compensation program are base salary, annual cash bonus and equity-based long-term incentive awards.
We
believe that the compensation program has been instrumental in helping the company achieve financial and strategic goals and create shareholder value, as evidenced by the
following:
-
- In 2014, we delivered net sales growth of 17% over prior year and adjusted EBITDA(1) growth of 6% over prior year.
-
- In the ten years since our initial public offering in 2004, we have grown net sales and adjusted EBITDA at compound annual growth
rates of 8.6% and 10.7% per year, respectively.
-
- We announced a 3% quarterly dividend increase during fiscal 2014.
- (1)
- Adjusted EBITDA is a "non-GAAP (Generally Accepted Accounting Principles) financial measure." Please see the
discussion within the footnotes to Item 6, "Selected Financial Data" in our Annual Report on Form 10-K filed with the SEC on March 4, 2015 for a more detailed discussion of
adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measure for fiscal 2014, along with the components of adjusted
EBITDA.
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Table of Contents
-
- We have paid a quarterly dividend every quarter since our initial public offering.
-
- Over the prior five years we have doubled the amount of our dividend, which has grown at a compound annual growth rate of 14.9% per
year.
-
- Total stockholder return (assuming reinvestment of dividends) over the prior 3- and 5-year periods was 39% and 305% respectively.
From
a strategic perspective, we continued to advance our growth strategy and develop our leadership talent to ensure the company is well-positioned for long-term success. During 2014,
we successfully completed two significant transactions, the acquisition of Specialty Brands of America and the entry into a new credit agreement. We also filled many vacant or newly created senior
management positions, including President and Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer, and Executive Vice President of Snacks.
We
achieved these results in a difficult year that included a product recall impacting our largest brand, Ortega, an unprecedented
challenge for us that demanded the focus of the entire senior management team.
Below
we summarize certain executive compensation practices, both the practices we have implemented to drive performance and the practices we have not implemented because we believe they
would not serve our shareholders' long-term interests.
|
|
|
|
|
|
|
|
|
|
|
|
What we do
ü |
|
What we don't do
× |
|
|
|
|
|
ü |
|
Pay for performance |
|
× |
|
No dividends or dividend equivalents on unearned performance shares or stock options |
|
|
|
|
|
ü |
|
Include double-trigger change in control provisions for cash severance and benefits |
|
× |
|
No repricing of underwater stock options |
|
|
|
|
|
ü |
|
Review size-adjusted peer group data when making executive compensation decisions |
|
× |
|
No excise tax gross-ups upon change in control in new or materially amended employment agreements |
|
|
|
|
|
ü |
|
Prohibit hedging transactions, short sales and the pledging of company stock by executive officers and directors |
|
× |
|
No excessive perquisites |
|
|
|
|
|
ü |
|
Utilize an independent compensation consulting firm which provides no other services to our company |
|
× |
|
No excessive severance arrangements |
|
|
|
|
|
Results of 2014's "Say on Pay" Vote
At B&G Foods' annual meeting of stockholders held on May 20, 2014, the stockholders approved, on an advisory basis, the
compensation of our named executive officers as disclosed in our 2014 proxy statement by greater than 97% of the votes cast. With the exception of the special grant of stock options discussed below
that were awarded to Mr. Cantwell and our other named executive officers in connection with Mr. Cantwell's promotion to chief executive officer, our compensation program and policies for
2014 did not deviate in any material way from those approved at last year's annual meeting of the stockholders.
22
Table of Contents
Role of the Compensation Committee
The compensation committee of our board of directors is responsible for setting and administering the policies that govern salary,
annual bonus, long-term incentive programs and other compensation and benefits for our executive officers. The compensation committee oversees various executive and employee compensation plans and
programs, and it has responsibility for continually monitoring these plans and programs to ensure that they adhere to our company's compensation philosophy and objectives. Our compensation committee
determines the appropriate compensation levels of executives, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for officers and employees. Our
compensation committee ensures that the total compensation paid to our named executive officers is fair, reasonable and competitive, and that a significant portion of the total compensation is tied to
our company's annual and long-term performance.
The
compensation committee's charter reflects the above-mentioned responsibilities, and the compensation committee and the board of directors periodically review and revise the charter.
The compensation committee currently consists of three directors, each of whom was determined by our company's board of directors to be "independent" as defined by the listing standards of the New
York Stock Exchange. No member of the compensation committee is a current or former officer or
employee of our company. Mr. Poe, the chairman of our compensation committee, reports on compensation committee actions and recommendations at each board meeting.
The
compensation committee has the authority to engage the services of outside advisers, experts and others to assist the compensation committee, and believes that it is important to do
so from time to time. See "Peer Group Surveys" below.
Role of our Chief Executive Officer in Compensation Decisions
Regarding most compensation matters, including executive compensation and our annual and long-term incentive plans, our chief executive
officer provides recommendations to the compensation committee; however, the compensation committee does not delegate any of its functions to others in setting compensation for our named executive
officers and directors.
The
compensation committee makes all compensation decisions for the named executive officers. The compensation committee annually evaluates the performance of, and determines the
compensation of, our chief executive officer based upon a combination of the achievement of corporate goals and individual performance. The compensation committee bases its evaluation in large part
upon the annual evaluation of our chief executive officer performed by our nominating and governance committee, which is the committee that has primary responsibility for evaluating the performance of
our chief executive officer. As part of its performance review process, the nominating and governance committee solicits the input of the full board of directors. Our chief executive officer annually
reviews the performance of the other executive officers. The conclusions reached by our chief executive officer and recommendations based on these reviews, including with respect to salary adjustments
and incentive plan award amounts for the other executive officers, are presented to the compensation committee. The compensation committee then exercises its discretion in modifying any recommended
adjustments or awards. The chief executive officer does not participate in the decision making regarding his own compensation and is not present when his compensation is discussed. Our compensation
committee reports the compensation decisions it has made with respect to our chief executive officer and each of the other named executive officers to the board of directors.
Peer Group Surveys
Our compensation committee does not use surveys of compensation paid to similar executives in order to determine annual and long-term
compensation for our named executive officers. However, in light of the compensation objectives described above, the compensation committee does from time to
23
Table of Contents
time
review peer group surveys as an independent measure to ensure that the compensation being set is fair, reasonable and competitive.
During
fiscal 2013, the compensation committee engaged Meridian Compensation Partners, an independent executive compensation consulting firm, to prepare a peer group compensation survey
based upon publicly available information prior to setting fiscal 2014 compensation for our executive officers. Meridian's services to B&G Foods are limited to advising the compensation committee with
respect to executive officer and non-employee director compensation. The compensation committee reviews and evaluates the independence of its consultant each year and has the final authority to hire
and terminate the consultant. In considering Meridian's independence, the compensation committee reviewed numerous factors relating to Meridian and the individuals actually providing services to B&G
Foods, including those required by the SEC and the NYSE. Based on a review of these factors, the compensation committee has determined that Meridian is independent and that Meridian's engagement
presents no conflicts of interest.
The
peer group included the companies listed below. Meridian uses statistical regression to adjust peer group compensation data based on our company's net sales relative to the peer
group. This regression analysis allows us to predict the levels of compensation these peer group companies would pay if they were B&G Foods' size.
|
|
|
Boulder Brands, Inc. |
|
McCormick & Co., Inc. |
Darling International, Inc. |
|
Pinnacle Foods Inc. |
Farmer Brothers Co. |
|
Post Holdings Inc. |
Flowers Foods, Inc. |
|
John B. Sanfilippo & Son, Inc. |
Hain Celestial Group, Inc. |
|
Snyder's-Lance, Inc. |
Keurig Green Mountain, Inc. |
|
Treehouse Foods, Inc. |
Lancaster Colony Corp. |
|
WhiteWave Foods Company |
Components of Executive Compensation
Consistent with its pay for performance philosophy, the compensation committee believes
that it is important to place a greater percentage of executives' and senior managers' compensation at risk than that of non-executives and non-senior managers by tying executives' and senior
managers' compensation directly to the performance of B&G Foods. Accordingly, as set forth in the charts below a significant portion of executive compensation consists of annual bonuses and long-term
incentives linked to the performance of the company.
Base Salaries
We have entered into employment agreements with all of our named executive officers. For each of these executive officers, including
our chief executive officer, the executive officer's base salary is subject to annual increase at the discretion of the compensation committee. Adjustments to base salary are based upon the executive
officer's past performance, expected future contributions, and scope and nature of responsibilities, including changes in responsibilities. As discussed above, the compensation committee also from
time to time reviews peer group surveys as an independent measure to ensure that any adjustments are fair, reasonable and competitive.
Performance-Based Awards
In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive
officers' compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and long-term incentive equity
awards. The compensation committee's philosophy is that if our
24
Table of Contents
performance
exceeds our internal targets and budgets, named executive officers can expect the level of their compensation to reflect that achievement. On the other hand, if our financial performance
falls below these expectations, our approach is that named executive officers can expect their compensation to be adversely affected.
Our
incentive award programs during 2014 each used one of the two performance measures listed below:
-
- Adjusted
EBITDA. Historically, the compensation committee has chosen adjusted EBITDA (which we define as net income before net interest expense,
income taxes, depreciation and amortization, and loss on extinguishment of debt (EBITDA), as adjusted for certain other items described in our quarterly and annual SEC filings) as the target
performance objective for the payment of awards under our annual bonus plan.
The
compensation committee has selected adjusted EBITDA as the relevant company goal because the compensation committee believes that adjusted EBITDA growth most closely reflects operating performance
and is consistent with the overall goals and long-term strategic direction that the board of directors has set for our company. Further, adjusted EBITDA growth is closely related to or reflective of
our company's financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the
overall performance of our business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day
operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry.
-
- Excess
Cash. Our compensation committee has chosen "excess cash" as the measure for determining performance share long-term incentive awards
under the 2008 Omnibus Plan. Excess cash is calculated as adjusted EBITDA before taking into account accruals for any long-term equity incentive awards and other stock-based compensation, minus the
sum of cash interest payments, cash income tax payments, capital expenditures, dividends paid and payments for tax withholding on behalf of employees for net share withholding. Excess cash as we
define it for purposes of our incentive awards differs from the definition of the term in our financing agreements because, as used for purposes of our incentive awards, excess cash is reduced by the
amount of dividends we pay but excludes the impact of certain debt repayments. We believe that excess cash is an important measure in analyzing our liquidity, including our ability to continue
returning an above-average dividend to our stockholders, and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess
cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows.
The
compensation committee defines "dividends paid" in a manner to effectively eliminate any positive or negative effect of any increases or decreases in the dividend rate from the dividend rate in
effect at the time the excess cash performance goal is set. The compensation committee believes that the achievement of the excess cash performance goals should not be made harder for management to
achieve in the event the board of directors decides to increase the current dividend rate and likewise should not be made easier for management to achieve in the event the board of directors decides
to reduce the current dividend rate.
Adjusted
EBITDA and excess cash targets for a given year are determined by the compensation committee based upon recommendations from and discussions with management, a review of current
25
Table of Contents
economic
conditions and recent acquisition activity. Factors used by the compensation committee in setting adjusted EBITDA and excess cash targets include, among others, the
following:
-
- reasonable growth expectations taking into account a variety of circumstances faced by our company;
-
- market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other
cost savings measures; and
-
- prior fiscal year adjusted EBITDA and excess cash.
Neither
adjusted EBITDA nor excess cash is a term defined under U.S. generally accepted accounting principles (GAAP).
After
the compensation committee reviews the final full year financial results of our company, the compensation committee approves performance based awards for completed performance
periods. Performance based awards are generally paid in cash or stock, as applicable, in February.
Annual Bonus Plan
The compensation committee believes that a portion of an executive officer's compensation should be tied to the achievement of the
company's performance goals in the form of an annual non-equity incentive cash bonus, in order to reward performance and overall company success. B&G Foods' annual bonus plan provides for annual cash
incentive awards to be made to our executive officers and senior managers upon our company's attainment of pre-set adjusted EBITDA objectives. However, no annual bonuses are paid unless excess cash
for the fiscal year is positive. Adjusted EBITDA targets under the annual bonus plan may be reset periodically within a fiscal year by the compensation committee to take into account acquisitions and
other unplanned events. Executives generally must be employed on the last day of a plan year to receive an annual bonus award, however, the compensation committee, at its discretion, may prorate
awards in the event of certain circumstances such as the executive's promotion, demotion, death or retirement.
The
amount of the annual award to each executive is based upon a percentage of the executive's or senior manager's annualized base salary, with such percentage varying depending upon the
level of
adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives as set forth in the table below. Beginning with the 2012 annual bonus plan, the compensation
committee significantly increased the level of difficulty to achieve the threshold, target and maximum performance objectives. In recognition of the increased performance expectations, the committee
also increased the target bonus award from 50% of a full bonus to 85% of a full bonus. The maximum bonus award as a percentage of salary was not increased. The compensation committee did not make any
changes to these percentages or the structure of the annual bonus plan for 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus Award as
a Percentage of Base Salary |
|
Name
|
|
Threshold
(No Bonus) |
|
Target
(85% Bonus) |
|
Maximum
(Full Bonus) |
|
David L. Wenner |
|
|
0 |
% |
|
85 |
% |
|
100 |
% |
Robert C. Cantwell |
|
|
0 |
% |
|
60 |
% |
|
70 |
% |
Scott E. Lerner |
|
|
0 |
% |
|
60 |
% |
|
70 |
% |
Vanessa E. Maskal |
|
|
0 |
% |
|
60 |
% |
|
70 |
% |
Michael A. Sands |
|
|
0 |
% |
|
60 |
% |
|
70 |
% |
The
fiscal 2014 adjusted EBITDA threshold, target and maximum performance objectives were $195.1 million, $201.2 million and $207.2 million. Our company's fiscal
2014 adjusted EBITDA of $194.1 million was less than the threshold amount. Therefore, as reflected in the non-equity incentive plan compensation column in the summary compensation table below,
the named executive officers did not receive any bonus awards under the annual bonus plan for fiscal 2014.
26
Table of Contents
Long-Term Incentive Compensation
Our long-term incentive compensation program is designed to promote a balanced focus on driving performance, retaining talent and
aligning the interests of our executives with those of our other stockholders. The 2008 Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation
rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. Subject to adjustment as provided in the plan, the total number of shares of common
stock available for awards under the plan is 4,500,000. As of the date of this proxy statement, 1,905,307 shares of common stock have been issued under the plan and 2,594,693 shares remain available
for issuance.
Performance Share Awards. Beginning in 2008, our compensation committee has made annual grants of performance share long-term
incentive awards
(LTIAs) to our named executive officers and certain other members of senior management. The LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance
goals over the applicable performance period. The LTIAs currently have three-year cumulative performance periods.
The
awards are settled in shares of common stock based upon our performance over the applicable performance period. The performance metric for the LTIAs is "excess cash" (as defined
above). The LTIAs each have a threshold, target and maximum payout. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the
target number of shares) up to the maximum amount (300% of the target number of shares) may be earned. No shares are earned if the performance threshold is not met. Beginning with the 2012 to 2014
LTIAs granted in February 2012, the compensation committee reduced the maximum number of shares that may be earned from 300% of the target number of shares to 200% of the target number of shares.
The
compensation committee believes that the performance share LTIAs align the interests of our named executive officers with the interests of our stockholders because the number of
shares earned is tied to the achievement of the company's long-term financial goals. In addition, the potential value of those shares if and when issued at the end of the performance period will
depend on the price of our common stock at the end of the performance period.
The
number of shares that may be earned by each executive officer and senior manager is based upon a percentage of his or her base salary. For the 2014 to 2016 performance share LTIAs
granted to each of our named executive officers in 2014, the grant date fair market value of the number of shares that may be earned upon satisfaction of the threshold, target and maximum performance
objectives are equal to the following percentages of annualized base salary:
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 Performance Share
LTIAs as a Percentage of Base
Salary Based upon Grant Date
Fair Market Value |
|
Name
|
|
Threshold |
|
Target |
|
Maximum |
|
David L. Wenner |
|
|
50 |
% |
|
100 |
% |
|
200 |
% |
Robert C. Cantwell |
|
|
37.5 |
% |
|
75 |
% |
|
150 |
% |
Scott E. Lerner |
|
|
25 |
% |
|
50 |
% |
|
100 |
% |
Vanessa E. Maskal |
|
|
25 |
% |
|
50 |
% |
|
100 |
% |
Michael A. Sands |
|
|
25 |
% |
|
50 |
% |
|
100 |
% |
Because
the number of shares that may be earned by each participant from threshold to maximum is determined at the beginning of the performance period based upon the price of our common
stock at the date of grant of the performance share LTIA, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been
27
Table of Contents
achieved
but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants.
For
example, for the 2014 to 2016 LTIA performance period, it was intended that our chief executive officer would receive an award at the end of the three-year performance period with a
value equal to 100% of his base salary as of the beginning of the performance period if we meet our target excess cash objective for the three-year
performance period. However, if over the three-year performance period we meet the performance objective at the target level but our stock price decreases by 50% over that three-year period, the value
of the award would decrease by 50% as compared to the grant date value. Likewise, if over that three-year performance period we meet the performance objective at the target level but our stock price
increases by 50% over that three-year period, the value of the award would increase by 50% as compared to the grant date value.
Performance Objectives for the Performance Period Ending in Fiscal 2014. Fiscal 2014 was the third and final year of the 2012 to
2014 LTIA
performance period. As reflected in the table below, actual cumulative excess cash (as defined above) for fiscal 2012 to 2014 exceeded the maximum performance objective. As a result, shares of common
stock were earned at the maximum level and were issued to all eligible plan participants, including the named executive officers, in February 2015. A summary of the shares of common stock awarded to
the named executive officers, the value realized on vesting of those awards, the number of shares withheld to cover withholding taxes and the net number of shares received can be found in the "Option
Exercises and Stock Vested for Fiscal 2014" table on pages 36 to 37.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Cash Objective |
|
|
|
|
|
Performance
Period |
|
Actual Excess
Cash |
|
|
|
Threshold |
|
Target |
|
Maximum |
|
2012 to 2014 LTIAs |
|
Fiscal 2012 to 2014 |
|
$ |
116,672,400 |
|
$ |
129,636,000 |
|
$ |
168,526,800 |
|
$ |
176,914,000 |
|
Performance Objectives for Performance Periods Ending after Fiscal 2014. The compensation committee established the following
objectives for
performance share LTIAs granted in fiscal 2013 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Excess Cash Objective |
|
|
|
Performance Period |
|
Threshold |
|
Target |
|
Maximum |
|
2013 to 2015 LTIAs |
|
Fiscal 2013 to 2015 |
|
$ |
124,079,400 |
|
$ |
137,866,000 |
|
$ |
182,866,000 |
|
2014 to 2016 LTIAs |
|
Fiscal 2014 to 2016 |
|
$ |
127,908,000 |
|
$ |
142,120,000 |
|
$ |
184,770,000 |
|
Shares
of common stock in respect of performance share LTIAs are issued in the February following the end of the three year performance period, in each case subject to the performance
goals for the applicable performance period being certified by our compensation committee as having been achieved.
In
general for performance share LTIAs granted in fiscal 2014 or prior, each participant must remain an employee of B&G Foods until the end of the applicable performance period in order
to be entitled to any payment pursuant to LTIAs, except that in the case of separation from service due to termination without cause, retirement at age 62 or older, or death or disability, then after
the performance period, the participant (or in the event of death, his or her estate) will be entitled to a pro rata portion of the number of performance shares, if any, the participant would have
received had the participant remained employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the
participant was employed as compared to the total number of months in the performance period. Also, in the case of a change of control (as defined in the 2008 Omnibus Plan) during a performance
period, LTIAs will terminate. However, upon the change in control, participants will be entitled to receive a pro rata portion of the shares of common stock with respect to the target number of
performance shares
28
Table of Contents
covered
by the LTIAs without regard to the extent to which the performance conditions have been satisfied. The pro rata portion will be based upon the number of full months in the applicable
performance period preceding the change in control as compared to the number of months in the performance period.
Special Stock Option Grant. In connection with Mr. Cantwell's promotion to President and Chief Executive Officer effective
as of the start of
fiscal 2015, our compensation committee, on December 11, 2014, approved a special one-time grant of awards of non-qualified stock options to Mr. Cantwell and each of our executive
officers (other than Mr. Wenner). The compensation committee granted the stock options to reward Mr. Cantwell for his promotion and to provide an incentive to Mr. Cantwell and his
executive team to continue to create shareholder value. The committee believes that this grant is consistent with its philosophy to align the interest of management with that of our company's
shareholders. The committee also believes that the option grants will help serve as an important retention tool to promote consistency among the executive management team as Mr. Cantwell begins
his tenure as President and Chief Executive Officer. The stock options have an exercise price of $30.94, the closing market price of B&G Foods' common stock on the date of grant. The stock options
cliff vest on December 11, 2017, the third anniversary of the date of grant, subject to cancellation or acceleration as provided in the individual stock option agreements. The following table
sets forth the stock options that were granted to each of the named executive officers.
|
|
|
|
|
|
|
Name
|
|
Title |
|
Stock
Options |
|
David L. Wenner |
|
Former President and Chief Executive Officer |
|
|
|
|
Robert C. Cantwell |
|
President and Chief Executive Officer, former Executive Vice President of Finance and Chief Financial Officer |
|
|
228,086 |
|
Scott E. Lerner |
|
Executive Vice President, General Counsel, Secretary and Chief Compliance Officer |
|
|
43,445 |
|
Vanessa E. Maskal |
|
Executive Vice President of Sales and Marketing |
|
|
38,014 |
|
Michael A. Sands |
|
Executive Vice President of Snacks |
|
|
38,014 |
|
Other Compensation and Benefits
Benefits offered to executive officers serve a different purpose than do the other elements of total compensation. In general, they are
designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on
years of service with our company. Benefits offered to executive officers are the same as those offered to the general employee population, except for the automobile allowance provided to the
executive officers.
Executive
officers are entitled to participate in the company's defined benefit pension plan. In addition, under the company's 401(k) plan, B&G Foods makes a 50% matching contribution
with respect to each participant's elective contributions, up to six percent of such participant's compensation (provided that for fiscal 2014, matching contributions were based only on the first
$260,000 of such participant's compensation). Matching contributions become fully vested after five years of employment with the company.
29
Table of Contents
Executive Severance and Change in Control Severance Benefits
For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the
triggers for payments, see "Management Employment AgreementsSeverance Benefits" below.
Chief Executive Officer Compensation
The compensation committee remains responsible for reviewing and approving the corporate goals and objectives relevant to our chief
executive officer's compensation and evaluating our chief executive officer's performance in light of those goals and objectives. Mr. Wenner served as our President and Chief Executive Officer
from March 1993 through the end of fiscal 2014. Mr. Wenner's compensation during fiscal 2014 was based upon his employment agreement and the other factors set forth above under "Components of
Executive Compensation."
Accounting and Tax Considerations
Financial reporting and income tax consequences to our company of individual compensation elements are important considerations for our
compensation committee when it is analyzing the overall level of compensation and the mix of compensation. Overall, the compensation committee seeks to balance its objective of ensuring a fair,
reasonable and competitive compensation package for our named executive officers with the need to ensure the deductibility of compensationwhile ensuring an appropriate and transparent
impact on reported earnings and other closely followed financial measures.
Section 162(m)
of the Internal Revenue Code of 1986, as amended limits the deduction that may be claimed by a public company for compensation paid to certain executive officers to
$1 million except to the extent that any excess compensation is "performance-based compensation," as defined by the Code. To the extent that it is practicable and consistent with our company's
executive compensation philosophy, the compensation committee intends to design our executive compensation policy to maximize the deductibility of such compensation under Section 162(m).
However, if compliance with Section 162(m) conflicts with the compensation philosophy, is determined not to be in the best interest of our stockholders or the amount of the loss of
deductibility is deemed to be not material, the compensation committee will abide by its compensation philosophy even if it results in a loss of deductibility. Through fiscal 2014,
Section 162(m) has not materially affected our tax deductions, and the compensation committee believes that, at the present time, it is unlikely that compensation paid to any of our executive
officers in a taxable year that is subject to the deduction limit will exceed $1 million to an extent that would materially affect our tax deductions.
Executive Compensation Clawback Policy
B&G Foods does not currently have an executive compensation clawback policy. However, the compensation committee plans to adopt a
clawback policy after the SEC issues final rules implementing the clawback provisions set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act. As of the date of this proxy
statement, the SEC has not yet made a preliminary or final rule proposal.
Stock Ownership Guidelines
Although our company does not currently have stock ownership guidelines for our executive officers, we encourage all of our executive
officers to hold a significant amount of company stock and promote this goal through our long-term incentive awards. At this time, given the significant amount of company stock held by our executive
officers and the nature of our long-term incentive awards, which increase or decrease in value during each performance period as our stock price increases or decreases, we believe that the interests
of our executives are properly aligned with those of our other stockholders. If over time this situation changes, our board of directors will reevaluate the need for
30
Table of Contents
stock
ownership guidelines. The table below illustrates the significant stock ownership of our named executive officers.
|
|
|
|
|
Name
|
|
Ratio of Stock Ownership
to Base Salary(2) |
|
David L. Wenner |
|
|
30.3 |
|
Robert C. Cantwell |
|
|
5.8 |
|
Scott E. Lerner |
|
|
4.2 |
|
Vanessa E. Maskal |
|
|
7.3 |
|
Michael A. Sands(1) |
|
|
1.3 |
|
- (1)
- Mr. Sands
became an executive officer of our company in March 2014.
- (2)
- As
of March 24, 2015. Ratios are based upon fiscal 2015 base salaries, except that in the case of Mr. Wenner, the ratio is based upon his
fiscal 2014 base salary.
See
"Corporate GovernanceDirector CompensationNon-Employee Director Stock Ownership Guidelines" above for a
description of stock ownership guidelines we have adopted for our non-employee directors.
Anti-Hedging Policy
To prevent speculation or hedging, our insider trading policy prohibits our named executive officers (and our directors and all other
employees) from engaging in short sales of our company's stock. Company policy also prohibits our directors, executive officers and certain other employees from purchasing or selling any financial
instrument that is designed to hedge or offset any decrease in the market value of our company's stock, including prepaid variable forward contracts, equity swaps, collars and other derivative
securities that are directly linked to our company's stock. All other employees are discouraged from entering into hedging transactions related to company stock. In addition, our insider trading
policy prohibits all directors, executive officers and all other employees from purchasing company securities on margin, holding company securities in a margin account or pledging company securities.
Compensation Committee Interlocks and Insider Participation
No member of the compensation committee is now, or was during fiscal 2014 or at any time prior thereto, an officer or employee of our
company or any of our subsidiaries. In addition, no member of the compensation committee had any relationship with the company that would require disclosure under the applicable rules of the SEC
pertaining to the disclosure of transactions with related persons. None of the executive officers of our company currently serves or has served in the past on the board of directors or compensation
committee of another company at any time during which an executive officer of such other company served on our board of directors or compensation committee.
31
Table of Contents
REPORT OF THE COMPENSATION COMMITTEE
The compensation committee of the board of directors of B&G Foods has reviewed and discussed the foregoing Compensation Discussion and
Analysis with management. Based on this review and discussion, the committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and
incorporated by referenced into the company's Annual Report on Form 10-K for fiscal 2014. This report is provided by the following independent directors, who comprise the committee.
|
|
|
|
|
Compensation Committee
Alfred Poe, Chairperson
Cynthia T. Jamison
Charles F. Marcy
|
32
Table of Contents
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for
fiscal 2014, 2013 and 2012 paid to our named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year |
|
Salary |
|
Stock
Awards(4) |
|
Non-Equity
Incentive Plan
Compensation(5) |
|
Option
Awards(6) |
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(7) |
|
All Other
Compensation(8) |
|
Total |
|
David L. Wenner(1) |
|
|
2014 |
|
$ |
675,000 |
|
$ |
591,026 |
|
|
|
|
|
|
|
$ |
143,094 |
|
$ |
17,800 |
|
$ |
1,426,920 |
|
Former President and Chief Executive |
|
|
2013 |
|
|
550,000 |
|
|
489,964 |
|
$ |
545,875 |
|
|
|
|
|
|
|
|
17,650 |
|
|
1,603,489 |
|
Officer |
|
|
2012 |
|
|
531,000 |
|
|
458,423 |
|
|
477,900 |
|
|
|
|
|
64,597 |
|
|
17,500 |
|
|
1,549,420 |
|
Robert C. Cantwell(2) |
|
|
2014 |
|
$ |
475,000 |
|
$ |
311,935 |
|
|
|
|
$ |
1,537,300 |
|
$ |
215,492 |
|
$ |
17,800 |
|
$ |
2,557,527 |
|
President and Chief Executive Officer, |
|
|
2013 |
|
|
390,000 |
|
|
260,570 |
|
$ |
270,953 |
|
|
|
|
|
|
|
|
17,650 |
|
|
939,173 |
|
former Executive Vice President of Finance and Chief Financial Officer |
|
|
2012 |
|
|
377,000 |
|
|
244,100 |
|
|
237,510 |
|
|
|
|
|
114,183 |
|
|
17,500 |
|
|
990,293 |
|
Scott E. Lerner |
|
|
2014 |
|
$ |
400,000 |
|
$ |
175,122 |
|
|
|
|
$ |
292,819 |
|
$ |
64,398 |
|
$ |
17,800 |
|
$ |
950,139 |
|
Executive Vice President, |
|
|
2013 |
|
|
306,000 |
|
|
136,286 |
|
$ |
212,594 |
|
|
|
|
|
|
|
|
17,650 |
|
|
672,530 |
|
General Counsel, Secretary and Chief Compliance Officer |
|
|
2012 |
|
|
296,000 |
|
|
127,756 |
|
|
186,480 |
|
|
|
|
|
32,729 |
|
|
17,332 |
|
|
660,297 |
|
Vanessa E. Maskal |
|
|
2014 |
|
$ |
350,000 |
|
$ |
153,235 |
|
|
|
|
$ |
256,214 |
|
$ |
130,824 |
|
$ |
17,800 |
|
$ |
908,073 |
|
Executive Vice President of |
|
|
2013 |
|
|
296,500 |
|
|
132,050 |
|
$ |
205,993 |
|
|
|
|
|
6,607 |
|
|
17,650 |
|
|
658,800 |
|
Sales and Marketing |
|
|
2012 |
|
|
288,000 |
|
|
124,318 |
|
|
181,440 |
|
|
|
|
|
66,866 |
|
|
17,500 |
|
|
678,124 |
|
Michael A. Sands(3) |
|
|
2014 |
|
$ |
328,462 |
|
$ |
154,997 |
|
$ |
116,667 |
|
$ |
256,214 |
|
$ |
29,277 |
|
$ |
15,423 |
|
$ |
901,040 |
|
Executive Vice President of Snacks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- (1)
- Mr. Wenner
retired as President and Chief Executive officer at the end of fiscal 2014.
- (2)
- Mr. Cantwell
was promoted to President and Chief Executive Officer effective as of the beginning of fiscal 2015. He continued to serve as Chief
Financial Officer on an interim basis until his successor for that position was appointed in March 2015.
- (3)
- Mr. Sands
joined our company as a vice president in October 2013. He was promoted to his current position in March 2014. Mr. Sands was not a
named executive officer prior to 2014. Accordingly, only his 2014 compensation information is included in the table above.
- (4)
- The
"stock awards" column sets forth, for a given year, the aggregate grant date fair value of performance share LTIAs granted in that year reduced by the
present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period) computed in accordance with
Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 based upon the probable outcome (as of the grant date) of the applicable performance conditions. The amounts
reported in the "stock awards" column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the
performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and
estimate of aggregate compensation expense is set forth in Note 14 of the notes to our consolidated financial statements in our 2014 annual report.
Assuming
that maximum performance goals were met, the value of the awards at date of grant, or in certain cases, deemed date of grant (calculated in accordance with FASB ASC Topic 718 as set forth
above), would have been as follows: 2012Mr. Wenner, $916,846; Mr. Cantwell, $488,201; Mr. Lerner, $255,511 and
Ms. Maskal $248,636; 2013Mr. Wenner, $979,928; Mr. Cantwell, $521,141; Mr. Lerner, $272,572 and
Ms. Maskal, $264,100; and 2014Mr. Wenner, $1,182,053; Mr. Cantwell, $623,870; Mr. Lerner, $350,244;
Ms. Maskal $306,470 and Mr. Sands, $309,993. For 2012, includes the 2012 to 2014 LTIAs. For 2013, includes the 2013 to 2015 LTIAs. For 2014, includes the 2014 to 2016 LTIAs.
The
amounts listed in the "stock awards" column and in this footnote do not reflect the value of common stock actually received by the named executive officers, whether the named executive officer
will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive
officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named
executive officers' continued employment. For more details on performance share LTIA grants in 2014, see the Grants of Plan-Based Awards in Fiscal 2014 table below. Additional information regarding
performance share LTIAs granted in 2012 and 2013 that are still outstanding can be found in the table Outstanding Equity Awards at 2014 Fiscal Year End table below.
- (5)
- The
amounts shown in this column represent payments made under annual bonus plans or, in the case of Mr. Sands for 2014, a retention bonus for
services through the end of fiscal 2014 approved in March 2014 upon his promotion to Executive Vice President of Snacks. No annual bonus plan awards were earned by the named executive officers for
fiscal 2014. Annual bonuses listed in this column as being earned in 2012 were paid in February 2013, annual bonuses listed in this column as being earned in 2013 were paid in February 2014 and the
retention bonus listed in this column as being earned in 2014 was paid in February 2015.
- (6)
- The
"option awards" column sets forth, for a given year, the aggregate grant date fair value of the stock option awards granted in that year, calculated in
accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the aggregate grant date fair value is set forth in Note 14 of the notes to our consolidated financial
statements in our 2014 annual report.
33
Table of Contents
- (7)
- Represents
the aggregate change in pension value of the named executive officer's accumulated benefit under our defined benefit pension plan. In accordance
with SEC rules, negative amounts have been reported as zero in this table. During fiscal 2013, negative amounts for Messrs. Wenner, Cantwell and Lerner were $34,251, $25,207 and $9,546,
respectively. See the pension benefits table on page 41 for additional information, including the present value assumptions used in this calculation. We do not have any non-qualified deferred
compensation plans.
- (8)
- The
amounts shown in this column include automobile allowances and our company's matching contributions to our 401(k) plan. In accordance with SEC rules,
the compensation in the table omits information regarding plans or arrangements such as group life, health, hospitalization and medical reimbursement plans that do not discriminate in scope, terms or
operation, in favor of executive officers or directors of B&G Foods and that are available generally to all salaried employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year |
|
Matching
Contributions
to 401(k) Plan |
|
Automobile
Allowance(A) |
|
Total |
|
David L. Wenner |
|
|
2014 |
|
$ |
7,800 |
|
$ |
10,000 |
|
$ |
17,800 |
|
|
|
|
2013 |
|
$ |
7,650 |
|
$ |
10,000 |
|
$ |
17,650 |
|
|
|
|
2012 |
|
$ |
7,500 |
|
$ |
10,000 |
|
$ |
17,500 |
|
Robert C. Cantwell |
|
|
2014 |
|
$ |
7,800 |
|
$ |
10,000 |
|
$ |
17,800 |
|
|
|
|
2013 |
|
$ |
7,650 |
|
$ |
10,000 |
|
$ |
17,650 |
|
|
|
|
2012 |
|
$ |
7,500 |
|
$ |
10,000 |
|
$ |
17,500 |
|
Scott E. Lerner |
|
|
2014 |
|
$ |
7,800 |
|
$ |
10,000 |
|
$ |
17,800 |
|
|
|
|
2013 |
|
$ |
7,650 |
|
$ |
10,000 |
|
$ |
17,650 |
|
|
|
|
2012 |
|
$ |
7,332 |
|
$ |
10,000 |
|
$ |
17,332 |
|
Vanessa E. Maskal |
|
|
2014 |
|
$ |
7,800 |
|
$ |
10,000 |
|
$ |
17,800 |
|
|
|
|
2013 |
|
$ |
7,650 |
|
$ |
10,000 |
|
$ |
17,650 |
|
|
|
|
2012 |
|
$ |
7,500 |
|
$ |
10,000 |
|
$ |
17,500 |
|
Michael A. Sands |
|
|
2014 |
|
$ |
5,423 |
|
$ |
10,000 |
|
$ |
15,423 |
|
- (A)
- The
amount shown reflects an unrestricted automobile allowance that is fully taxable to the officer.
34
Table of Contents
Grants of Plan Based Awards in Fiscal 2014
The following table sets forth information about non-equity and equity awards granted to the named executive officers in fiscal 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards |
|
Estimated Future Payouts Under Equity
Incentive Plan Awards |
|
All Other
Awards:
Number of
Securities
Underlying
Options
(#) |
|
Exercise
or Base
Price of
the
Option
Awards
($/share) |
|
Grant
Date Fair
Value of
Stock and
Option
Awards(2)
($) |
|
Name
|
|
Grant
Date |
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(# of shares) |
|
Target
(# of shares) |
|
Maximum
(# of shares) |
|
David L. Wenner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Annual Bonus Plan(1) |
|
N/A |
|
|
|
|
$ |
573,750 |
|
$ |
675,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 - 2016 LTIAs |
|
2/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
10,707 |
|
|
21,414 |
|
|
42,828 |
|
|
|
|
|
|
|
$ |
591,026 |
|
2014 Special Stock Option Award |
|
12/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Cantwell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Annual Bonus Plan(1) |
|
N/A |
|
|
|
|
$ |
282,625 |
|
$ |
332,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 - 2016 LTIAs |
|
2/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
5,651 |
|
|
11,302 |
|
|
22,604 |
|
|
|
|
|
|
|
$ |
311,935 |
|
2014 Special Stock Option Award |
|
12/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
228,086 |
|
$ |
30.94 |
|
$ |
1,537,300 |
|
Scott E. Lerner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Annual Bonus Plan(1) |
|
N/A |
|
|
|
|
$ |
238,000 |
|
$ |
280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 - 2016 LTIAs |
|
2/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
3,172 |
|
|
6,345 |
|
|
12,690 |
|
|
|
|
|
|
|
$ |
175,122 |
|
2014 Special Stock Option Award |
|
12/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,445 |
|
$ |
30.94 |
|
$ |
292,819 |
|
Vanessa E. Maskal. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Annual Bonus Plan(1) |
|
N/A |
|
|
|
|
$ |
208,250 |
|
$ |
245,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 - 2016 LTIAs |
|
2/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
2,776 |
|
|
5,552 |
|
|
11,104 |
|
|
|
|
|
|
|
$ |
153,235 |
|
2014 Special Stock Option Award |
|
12/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,014 |
|
$ |
30.94 |
|
$ |
256,214 |
|
Michael A. Sands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Annual Bonus Plan(1) |
|
N/A |
|
|
|
|
$ |
208,250 |
|
$ |
245,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 - 2016 LTIAs |
|
2/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
2,905 |
|
|
5,810 |
|
|
11,620 |
|
|
|
|
|
|
|
$ |
154,997 |
|
2014 Special Stock Option Award |
|
12/11/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,014 |
|
$ |
30.94 |
|
$ |
256,214 |
|
- (1)
- Shows
the potential value of the payout for the named executive officer under our annual bonus plan for fiscal 2014 if the threshold, target or maximum
adjusted EBITDA objective is satisfied. The potential payouts are performance-driven and therefore completely at risk. As reflected in the footnote to the non-equity incentive plan compensation column
in the summary compensation table, our 2014 adjusted EBITDA did not satisfy our threshold objective and therefore no annual bonus plan awards were paid to the named executive officers pursuant to the
2014 annual bonus plan.
- (2)
- The
values included in this column with respect to the performance share LTIAs reflect the grant date fair value of the performance share LTIAs reduced by
the present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period) computed in accordance
with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 based upon the probable outcome (as of the grant date) of the applicable performance conditions. The
values included in this column with respect to the stock option awards reflect the grant date fair value of options granted on December 11, 2014 calculated in accordance with FASB ASC Topic
718. The amounts reported in this column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the
performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and estimate
of aggregate compensation expense is set forth in Note 14 of the notes to our consolidated financial statements in our 2014 annual report.
The
amounts listed in this column do not reflect whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of
the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the
price of our common stock when and if shares are actually issued and the named executive officers' continued employment.
35
Table of Contents
Outstanding Equity Awards at 2014 Fiscal Year-End
The following table provides information on the outstanding equity awards held by the named executive officers as of January 3,
2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards(1) |
|
Name
|
|
Number of
Securities
Underlying
Options
that are
Exercisable |
|
Number of
Securities
Underlying
Options
that are
Unexercisable |
|
Option
Exercise
Price
($) |
|
Option
Vesting
Date |
|
Option
Expiration
Date |
|
Equity
Incentive
Plan
Awards:
Performance
Period |
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested(2)
(#) |
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested(2)
($) |
|
David L. Wenner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 to 2015 |
|
|
23,133 |
(3) |
$ |
686,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 |
|
|
3,569 |
(3) |
$ |
105,928 |
|
Robert C. Cantwell |
|
|
|
|
|
228,086 |
|
$ |
30.94 |
|
|
12/11/2017 |
|
|
12/11/2024 |
|
|
2013 to 2015 |
|
|
18,454 |
|
$ |
547,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 |
|
|
5,651 |
|
$ |
167,722 |
|
Scott E. Lerner |
|
|
|
|
|
43,445 |
|
$ |
30.94 |
|
|
12/11/2017 |
|
|
12/11/2024 |
|
|
2013 to 2015 |
|
|
9,652 |
|
$ |
286,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 |
|
|
3,172 |
|
$ |
94,145 |
|
Vanessa E. Maskal. |
|
|
|
|
|
38,014 |
|
$ |
30.94 |
|
|
12/11/2017 |
|
|
12/11/2024 |
|
|
2013 to 2015 |
|
|
9,352 |
|
$ |
277,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 |
|
|
2,776 |
|
$ |
82,392 |
|
Michael A. Sands |
|
|
|
|
|
38,014 |
|
$ |
30.94 |
|
|
12/11/2017 |
|
|
12/11/2024 |
|
|
2013 to 2015 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 to 2016 |
|
|
2,905 |
|
$ |
86,220 |
|
- (1)
- Does
not include shares of common stock for 2012 to 2014 performance share LTIAs, which had vested at the end of fiscal 2014 subject to confirmation by the
compensation committee that the performance goal had been satisfied. Following such confirmation, shares of common stock for the 2012 to 2014 performance share LTIAs were paid in February 2015, and
are reflected below in the "Option Exercises and Stock Vested in Fiscal 2014" table.
- (2)
- In
accordance with Instruction 3 to Regulation S-K Item 402(f)(2), these columns show the number of shares of common stock each named
executive officer would receive under each grant of performance shares LTIAs, assuming that the financial targets associated with the 2013 to 2015 performance share LTIAs are achieved at the maximum
level (i.e., 200% of target) and the 2014 to 2016 performance share LTIAs are achieved at the threshold level (i.e., 50% of target), and the dollar value of those shares based on the
closing market price of the company's common stock of $29.68 per share on January 2, 2015 (the last business day of fiscal 2014). The 2013 to 2015 performance share LTIAs through the first two
years of the performance period are currently projected to achieve between target and maximum, and in accordance with Instruction 3 are displayed in the table above at maximum. The 2014 to 2016
performance share LTIAs are currently projected to achieve less than threshold, and in accordance with Instruction 3 are displayed in the table above at threshold. The awards vest at the end of
the applicable performance period, subject to confirmation by the compensation committee that the applicable performance goals have been satisfied.
- (3)
- For
the 2013 to 2015 performance share LTIA, represents two-thirds of the maximum amount of shares Mr. Wenner was initially eligible to receive. For
the 2014 to 2016 performance share LTIA, represents one-third of the threshold amount of shares Mr. Wenner was initially eligible to receive. Mr. Wenner retired as of the end of fiscal
2014 and because he was over 62 years of age, he is entitled to a pro-rata award at the end of each performance period if the applicable performance goals have been satisfied. See also footnote
(2) above.
Option Exercises and Stock Vested in Fiscal 2014
The following table provides information on the value of stock awards that vested during fiscal 2014 for each of our named executive
officers. No stock options vested and none of our named
36
Table of Contents
executive
officers held any vested stock options during fiscal 2014. Therefore, no stock options were exercised by our named executive officers during fiscal 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Shares
Acquired on
Vesting(1)
(#) |
|
Value Realized
on Vesting(2)
($) |
|
Shares
Withheld
to Cover Tax
Withholding
(#) |
|
Net
Number of
Shares
Received
(#) |
|
David L. Wenner |
|
|
45,076 |
|
$ |
1,354,083 |
|
|
18,661 |
|
|
26,415 |
|
Robert C. Cantwell |
|
|
24,002 |
|
$ |
721,020 |
|
|
8,940 |
|
|
15,062 |
|
Scott E. Lerner |
|
|
12,562 |
|
$ |
377,362 |
|
|
4,715 |
|
|
7,847 |
|
Vanessa E. Maskal |
|
|
12,224 |
|
$ |
367,209 |
|
|
4,459 |
|
|
7,765 |
|
Michael A. Sands |
|
|
|
|
|
|
|
|
|
|
|
|
|
- (1)
- Represents
shares earned at the maximum level pursuant to 2012 to 2014 performance share LTIAs because actual excess cash for the performance period
exceeded the maximum performance objective. The gross number of shares set forth in the second column had vested at the end of fiscal 2014 subject to confirmation by the compensation committee that
the performance goals had been satisfied. Following such confirmation, the net number of shares set forth in the fifth column were issued in February 2015.
- (2)
- Calculated
based upon the gross number of shares acquired upon vesting (without taking into account shares withheld to cover taxes) and the closing price of
our common stock on February 12, 2015, which was $30.04 per share.
As
noted in the Compensation Discussion and Analysis section of this proxy statement, the number of shares that may be earned by each named executive officer from threshold to maximum is determined at
the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA. Therefore, the value of the award at the end of the performance
period depends not only upon the level at which the performance goals have been achieved but also depends on the price of our common stock at the end of the performance period when the shares of
common stock are actually issued to the participants. As a result, a substantial portion of the value of the awards set forth in the second and third columns of this table is attributable to the 32%
increase in our stock price from the date of grant of the 2012 to 2014 LTIAs through February 12, 2015.
Management Employment Agreements
We have entered into employment agreements with each of our named executive officers. Each executive's base salary as set forth above
in the summary compensation table is subject to annual increases at the discretion of the compensation committee. Each executive is eligible to earn additional incentive compensation under our annual
bonus plan and any other incentive compensation programs we provide. Each executive is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other
executive benefits, including an automobile allowance and cell phone allowance, (3) participate in all employee benefits plans maintained by us for our employees and (4) receive other
customary employee benefits.
Each
agreement is subject to automatic one-year extensions, unless earlier terminated. Each agreement may be terminated by the executive at any time for any reason, provided that he or
she gives us 60 days advance written notice of his or her resignation, subject to special notice rules in certain instances, including a change in control or in the event that we substantially
alter his or her duties so that he or she can no longer perform his or her duties in accordance with his or her agreement with us. Each agreement may also be terminated by us for any reason, including
for "cause" (as defined in the employment agreements). We must give 60 days' advance written notice if the termination is without cause. During the executive's employment and for one year after
his or her voluntary resignation or termination for cause, each executive has agreed that he or she will not be employed or otherwise engaged by any food manufacturer operating in the United States
that directly competes with our business.
37
Table of Contents
Severance Benefits
Executive Severance Benefits. To ensure that we are offering a competitive executive compensation program, we believe it is
important to provide
reasonable severance benefits to our executive officers. In the case of termination by us without cause, termination by us due to the executive's disability, death, or a resignation by the executive
described above that is considered to be a termination by us without cause, each named executive officer's employment agreement provides that he or she will receive the following severance benefits,
in addition to accrued and unpaid compensation and benefits, for a severance period of two years in the case of Mr. Cantwell and for a severance period of one year in the case of each of the
other named executive officers: (1) salary continuation payments for each year of the applicable severance period in an amount per year equal to 200% of his then current annual salary in the
case of Mr. Cantwell, and 135% of his or her then current annual base salary in the case of each of the other named executive officers, (2) continuation during the applicable severance
period of medical, dental, life insurance and disability insurance for the named executive, his or her spouse and his or her dependents, or if the continuation of all or any of the such benefits is
not available because of his or her status as a terminated employee, a payment equal to the market value of such excluded benefits, (3) if legally allowed, two additional years of service
credit under our qualified defined benefit pension plan in the case of Mr. Cantwell, and one additional year of service credit in the case of each of the other named executive officers and
(4) outplacement services.
If
a named executive officer's employment with B&G Foods ends during a performance share LTIA performance period due to termination by B&G Foods without cause, there is no accelerated
vesting of the performance share LTIAs and therefore the compensation a named executive officer received in respect of such performance share LTIAs is not included in the table below. Instead, after
the performance period is completed, the named executive officer will be entitled to a pro rata portion of the number of performance shares, if any, he or she would have received had the named
executive officer remained employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the named executive
officer was employed as compared to the total number of months in the performance period.
The
estimated severance and other benefits for each named executive officer in the event of a termination by us without cause are set forth below. The amounts assume that the termination
without cause was effective as of January 2, 2015 (the last business day of fiscal 2014) and thus are based upon amounts earned through such date and are only estimates of the amounts that
would actually be paid to such named executive officers upon their termination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Continuation
of Salary |
|
Continuation of
Health Care
and Other
Insurance
Benefits |
|
Estimated
Present Value
of Additional
Pension
Credits |
|
Accelerated
Vesting of
Options(3) |
|
Total |
|
David L. Wenner(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Cantwell(2) |
|
$ |
641,250 |
|
$ |
22,722 |
|
$ |
32,692 |
|
|
|
|
$ |
696,664 |
|
Scott E. Lerner |
|
$ |
540,000 |
|
$ |
27,143 |
|
$ |
17,806 |
|
|
|
|
$ |
584,949 |
|
Vanessa E. Maskal |
|
$ |
472,500 |
|
$ |
22,722 |
|
$ |
36,064 |
|
|
|
|
$ |
531,286 |
|
Michael A. Sands |
|
$ |
472,500 |
|
$ |
27,143 |
|
$ |
25,094 |
|
|
|
|
$ |
524,737 |
|
- (1)
- Mr. Wenner
retired at the end of fiscal 2014 and would not have been entitled to any severance benefits as of the last business day of fiscal 2014.
- (2)
- Mr. Cantwell's
severance benefits have been calculated based upon his prior employment agreement that was in place during fiscal 2014 prior to his
promotion to President and Chief Executive Officer for fiscal 2015.
- (3)
- No
value is listed for accelerated vesting of options because all of the options held by Mr. Cantwell (228,086), Mr. Lerner (43,445),
Ms. Maskal (38,014) and Mr. Sands (38,014) were underwater as of the end of fiscal 2014.
38
Table of Contents
Change in Control Severance Benefits. From time to time, we may explore potential transactions that could result in a change in
control of our
company. We believe that when a transaction is perceived as
imminent, or is taking place, we should be able to receive and rely on the disinterested service of our executive officers, without them being distracted or concerned by the personal uncertainties and
risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the interests of our executives, and providing change in control
benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the value of our stockholders' investments.
In
accordance with the respective employment agreements of Mr. Lerner, Ms. Maskal and Mr. Sands, the severance period set forth above will be increased to two years
after his or her termination of employment if his or her termination is following a change in control.
If
an executive terminates his or her employment following a change in control the executive might become subject to an excise tax imposed under Section 4999 of the Internal
Revenue Code. When a company reimburses an executive for the amount of that excise tax to put the executive in the same after-tax economic position that the executive would be in if the excise tax did
not apply, it is known as an excise tax gross-up. Prior to 2014, our policy was to include excise tax gross-up provisions relating to changes in control in the employment agreements for our executive
officers. In 2014, our compensation committee decided that excise tax gross-up provisions would no longer be included in any new employment agreements and would be removed from any grandfathered
employment agreements upon any material amendment to such agreements. Of the named executive officers, only Mr. Lerner and Ms. Maskal have grandfathered employment agreements that still
contain excise tax gross-up provisions.
The
estimated severance and other benefits for each named executive officer in the event a change in control and termination of employment, and the potential tax obligations of the
company for these benefits are set forth below. The amounts assume that the change of control and termination was effective as of January 2, 2015 (the last business day of fiscal 2014) and thus
are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination and the potential tax
obligations of the company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Continuation of
Salary |
|
Continuation of
Health Care
and Other
Insurance
Benefits |
|
Estimated
Present
Value of
Additional
Pension
Credits |
|
Accelerated
Vesting of
LTIAs(3) |
|
Accelerated
Vesting of
Options(4) |
|
Gross-Up
for
Excise
Taxes(5) |
|
Total |
|
David L. Wenner(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Cantwell(2) |
|
$ |
1,282,500 |
|
$ |
45,444 |
|
$ |
65,384 |
|
$ |
294,386 |
|
|
|
|
|
|
|
$ |
1,687,714 |
|
Scott E. Lerner |
|
$ |
1,080,000 |
|
$ |
54,286 |
|
$ |
35,611 |
|
$ |
158,264 |
|
|
|
|
|
|
|
$ |
1,328,161 |
|
Vanessa E. Maskal |
|
$ |
945,000 |
|
$ |
45,444 |
|
$ |
72,130 |
|
$ |
147,450 |
|
|
|
|
|
|
|
$ |
1,210,024 |
|
Michael A. Sands |
|
$ |
945,000 |
|
$ |
54,286 |
|
$ |
50,188 |
|
$ |
57,480 |
|
|
|
|
|
|
|
$ |
1,106,954 |
|
- (1)
- Mr. Wenner
retired at the end of fiscal 2014 and would not have been entitled to any change in control severance benefits as of the last business day
of fiscal 2014.
- (2)
- Mr. Cantwell's
change in control severance benefits have been calculated based upon his prior employment agreement that was in place during fiscal
2014 prior to his promotion to President and Chief Executive Officer for fiscal 2015.
- (3)
- Based
upon the closing price of $29.68 per share of our company's common stock on January 2, 2015, the last business day of fiscal 2014.
- (4)
- No
value is listed for accelerated vesting of options because all of the options held by Mr. Cantwell (228,086), Mr. Lerner (43,445),
Ms. Maskal (38,014) and Mr. Sands (38,014) were underwater as of the end of fiscal 2014.
- (5)
- The
calculation of the estimated gross-up payment assumes a 45% combined individual federal and state tax rate and a 20% excise tax.
39
Table of Contents
Release. The obligation of B&G Foods to provide the salary continuation and other severance benefits described above is
contingent upon and subject
to the execution and delivery by the executive officer of a general release. The general release is required to provide that for and in consideration of the salary continuation and other severance
benefits, the executive officer release any and all claims and rights ensuing from his employment with and termination from our company, which he or she may have against the company or any of our
subsidiaries or other affiliates, and their respective directors, officers, employees and agents, arising from or related to his employment or termination.
401(k) Plan
We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under
Section 401(k) of the Internal Revenue Code of 1986. Our employees become eligible to participate in the plan upon completing six months of employment. Each participant in the plan may elect to
defer, in the form of contributions to the plan, up to 75% of compensation that would otherwise be paid to the participant in the applicable year, which percentage
may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($17,500 in 2014 if the participant is under age 50,
and $23,000 in 2014 if age is 50 or over). We make a 50% matching contribution with respect to each participant's elective contributions up to six percent of such participant's compensation (provided
that for fiscal 2014, matching contributions were based only on the first $260,000 of such participant's compensation). Matching contributions become fully vested after five years of employment with
the company.
Pension Plan
We maintain a pension plan for certain eligible employees meeting minimum eligibility requirements in which each of our named executive
officers participates. The pension plan is designed and administered to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The pension plan provides unreduced
retirement benefits at age 62 based on the average of the five highest consecutive years of earnings in the last ten years. Benefits under the plan are calculated generally under a formula of 0.75% of
final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, multiplied by service limited to
35 years. The compensation covered by the pension plan is W-2 earnings (excluding LTIAs) and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan. As required by
Section 401(a)(17) of the Internal Revenue Code of 1986, for 2014, benefits under the pension plan were based only on the first $260,000 of an employee's annual earnings. In certain cases,
additional years of credited service may be granted as described above under "Management Employment AgreementsSeverance Benefits." In most cases, employees are not entitled to a lump sum
payment of the pension benefits. Upon retirement, the total amount of accumulated benefits is calculated as a monthly installment and is paid out over the remaining life of the employee (or if
elected, over the lives of the employee and his or her beneficiary at a reduced monthly benefit).
40
Table of Contents
Pension Benefits Table
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Years of
Credited
Service |
|
Present
Value of
Accumulated
Benefit(1) |
|
Payments
During
Last
Fiscal Year |
|
David L. Wenner |
|
|
25 |
|
$ |
913,822 |
|
|
|
|
Robert C. Cantwell |
|
|
31 |
|
$ |
922,523 |
|
|
|
|
Scott E. Lerner |
|
|
9 |
|
$ |
167,675 |
|
|
|
|
Vanessa E. Maskal |
|
|
13 |
|
$ |
468,842 |
|
|
|
|
Michael A. Sands |
|
|
1 |
|
$ |
29,277 |
|
|
|
|
- (1)
- The
present value of the accumulated benefit for each named executive officer reflects pension benefits payable at the earliest age the named executive
officer may retire without significant benefit reductions, or current age, if later. The same assumptions used in Note 12 to B&G Foods' audited financial statements in the 2014 annual report
are used in calculating the present value of accumulated pension benefits, including a discount rate of 3.882%. The present value of the accumulated benefit is also based upon post-retirement
mortality rates in accordance with the PPA RP-2014 Generational Mortality Table and the single life annuity payment form.
41
Table of Contents
PROPOSAL NO. 2ADVISORY VOTE ON EXECUTIVE COMPENSATION
Introduction
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to
approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC's rules.
As
described in detail under the heading "Compensation Discussion and Analysis," our executive compensation programs, which are guided by the principal of "pay
for performance," are designed to
attract, motivate, and retain our named executive officers, reinforce the execution of our business strategy and the achievement of our business objectives; and align the interests of our executive
officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of
annual and long-term goals and the realization of increased stockholder value. Please read the "Compensation Discussion and Analysis" beginning on page 33 for additional details about our
executive compensation programs, including information about the fiscal 2014 compensation of our named executive officers.
We
believe that our compensation program has been instrumental in helping the company achieve strong financial performance and stockholder value. Therefore, we are asking our
stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a "say on
pay" proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation. This vote is not intended to address any specific
item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
The
say on pay vote is advisory, and therefore not binding on our company, the compensation committee or our board of directors. However, our board of directors and our compensation
committee value the opinions of our stockholders and will consider the outcome of the vote and the concerns of our stockholders when making future decisions on the compensation of our named executive
officers and our company's compensation principles, policies and procedures.
Required Vote
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of common stock
voting in person or by proxy at the annual meeting.
Recommendation of the Board of Directors
The board of directors recommends that the stockholders vote "FOR" the proposal to approve, in an advisory
manner, the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
42
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 24, 2015 with respect to the beneficial ownership of our common stock,
and shows the number of and percentage owned by:
-
- each person or entity our company believes to be the beneficial owner of more than five percent of our common stock based solely on
management's review of SEC filings;
-
- each executive officer named in the summary compensation table;
-
- each director (including director nominees); and
-
- all of our directors and executive officers as a group.
Unless
otherwise specified, all shares are directly held.
Beneficial
ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except
as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by
such person. As of March 24, 2015, 53,758,649 shares of common stock were outstanding.
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Name of Beneficial Owner
|
|
Shares |
|
Percentage |
|
BlackRock, Inc.(1) |
|
|
4,615,409 |
|
|
8.6 |
% |
The Vanguard Group, Inc(2) |
|
|
3,737,065 |
|
|
7.0 |
% |
Robert C. Cantwell(3) |
|
|
139,892 |
|
|
* |
|
Scott E. Lerner |
|
|
58,836 |
|
|
* |
|
Vanessa E. Maskal |
|
|
89,486 |
|
|
* |
|
Michael A. Sands |
|
|
17,313 |
|
|
* |
|
DeAnn L. Brunts |
|
|
|
|
|
|
|
Cynthia T. Jamison |
|
|
14,944 |
|
|
* |
|
Charles F. Marcy |
|
|
16,281 |
|
|
* |
|
Dennis M. Mullen |
|
|
23,311 |
|
|
* |
|
Cheryl M. Palmer |
|
|
12,781 |
|
|
* |
|
Alfred Poe |
|
|
17,701 |
|
|
* |
|
Stephen C. Sherrill |
|
|
158,311 |
|
|
* |
|
David L. Wenner(4) |
|
|
698,887 |
|
|
1.3 |
% |
All current directors and executive officers as a group (14 persons) |
|
|
1,332,985 |
|
|
2.5 |
% |
- *
- Less
than 1%
- (1)
- As
reported in the Schedule 13G/A filed by BlackRock, Inc., a Delaware corporation, with the SEC on January 22, 2015. The address for
BlackRock is 55 East 52nd Street, New York, NY 10022. BlackRock is the parent holding company or control person of the following entities that hold shares of our common stock: BlackRock
Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Advisors, LLC, BlackRock
Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC.
- (2)
- As
reported in the Schedule 13G/A filed by The Vanguard Group, Inc., a Pennsylvania corporation, with the SEC on February 10, 2015. The
address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has the sole power to vote or to direct the vote of 72,026 shares, the sole power to dispose or direct the
disposition of 3,669,339 shares, and the shared power to dispose or to direct the disposition of 67,726 shares.
- (3)
- Includes
2,000 shares owned by Mr. Cantwell's wife.
- (4)
- Includes
12,600 shares owned by Mr. Wenner's wife and 1,000 shares held in a custodial account for a child.
43
Table of Contents
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended requires our directors and executive officers and any persons
who own more than ten percent of our common stock to file with the SEC various reports as to ownership of and changes of ownership in any class of equity securities of our company. Such persons are
required by SEC regulation to furnish us with copies of all Section 16 reports they file. As a practical matter, B&G Foods assists its directors and officers by monitoring transactions and
completing and filing Section 16 reports on their behalf. To our knowledge, the Section 16(a) filing requirements were met on a timely basis during fiscal 2014.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Related Party Transactions
Our board of directors recognizes that transactions involving our company and related parties present heightened risk of potential or
actual conflicts of interest which may interfereor even appear to interferewith the interests of our company. Therefore, it is the policy of our company (as set forth in our
corporate governance guidelines) that an independent committee designated by the board shall review, approve or ratify any transaction with related parties required to be reported by our company under
the applicable rules and regulations governing related party transactions promulgated by the SEC.
Fiscal 2014 Related Party Transactions
Except as noted below, there were no related party transactions in fiscal 2014 with any director or executive officer of B&G Foods or
any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed.
On
October 7, 2013, we completed the acquisition of all the issued and outstanding equity interests of Rickland Orchards LLC from Natural Instincts LLC for a
purchase price of $57.5 million, of which approximately $37.4 million was paid in cash and approximately $20.1 million was paid in shares of common stock of B&G Foods (based on
the closing price of $35.15 per share on October 4, 2013), plus consideration of up to a maximum of $15.0 million in the aggregate is payable based upon the achievement of specified
operating results during fiscal 2014, 2015 and 2016. Following the completion of the acquisition, Jason Cohen, a co-founder and the former chief executive officer of Rickland Orchards, and Michael
Sands, a co-founder and the former chief operating officer of Rickland Orchards, began serving as an executive vice president and a vice president, respectively, of B&G Foods. Mr. Sands was
promoted to Executive Vice President of Snacks of B&G Foods effective March 11, 2014. Mr. Cohen resigned as Executive Vice President of Club Channel of B&G Foods
effective March 31, 2014. Mr. Cohen is a member of the board of managers of Natural Instincts as well as a member of Natural Instincts. Mr. Sands is a member of Natural Instincts.
Mr. Cohen has an approximately 40% interest in Natural Instincts and Mr. Sands has an approximately 1.5% interest in Natural Instincts. In addition, in connection with Mr. Cohen's
resignation from B&G Foods, Replenish Capital LLC agreed to become a strategic advisor to B&G Foods' executive management team on a non-exclusive basis. Under that arrangement, Replenish
Capital was able to earn $20,000 per month plus commissions on incremental sales of B&G Foods products to the club channel that are facilitated by Replenish Capital. Mr. Cohen is the sole
member of Replenish Capital. On August 1, 2014, Replenish Capital and B&G Foods mutually agreed to terminate the consulting arrangement, with an effective date of termination of
September 30, 2014.
44
Table of Contents
REPORT OF THE AUDIT COMMITTEE
Under the guidance of a written charter adopted by our board of directors, the audit committee oversees our management's conduct of the
financial reporting process on behalf of the board of directors. A copy of the charter is available at the investor relations section of our company's website, http://ir.bgfoods.com. The audit
committee also appoints the independent registered public accounting firm to be retained to audit our company's consolidated financial statements and internal control over financial reporting, and
once retained, the independent registered public accounting firm reports directly to the audit committee. The audit committee is responsible for pre-approving both audit and non-audit services to be
provided by the independent registered public accounting firm. The audit committee's charter reflects the above-mentioned responsibilities, and the audit committee and the board of directors
periodically review and revise the charter.
Management
is responsible for our company's financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America. Our company's independent registered public accounting firm is responsible for auditing those consolidated
financial statements and expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America. In addition,
our company's independent
registered public accounting firm will express its own opinion on the effectiveness of the company's internal control over financial reporting. The audit committee's responsibility is to monitor and
review these processes. It is not the audit committee's duty or responsibility to conduct auditing or accounting reviews.
The
audit committee meets at least four times annually, or more frequently as circumstances dictate. During fiscal 2014, the audit committee met five times. The audit committee also met
with management periodically to consider the adequacy of our company's internal controls, and discussed these matters and the overall scope and plans for the audit of our company with our independent
registered public accounting firm, KPMG LLP. The audit committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its
examination, its evaluation of the effectiveness of our internal control over financial reporting, and the overall quality of our financial reporting. The audit committee also discussed with senior
management our company's disclosure controls and procedures and the certifications by our chief executive officer and chief financial officer, which are required by the SEC under the Sarbanes-Oxley
Act of 2002 for certain of our company's filings with the SEC. The audit committee also met separately from time to time with our chief financial officer and with our general counsel, and at least
quarterly, the audit committee met in executive session.
In
fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated
financial statements in the annual report for the year ended January 3, 2015, management's assessment of the effectiveness of our company's internal control over financial reporting and the
independent registered public accounting firm's evaluation of the effectiveness of our company's internal control over financial reporting as of January 3, 2015. The audit committee reviewed
with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally
accepted in the United States of America, its judgments as to the quality, not just the acceptability, of our company's accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements and such other matters as are required to be discussed with the audit committee under auditing standards of the Public Company Accounting Oversight
Board (PCAOB). In addition, the audit committee has discussed with the independent registered public accounting firm its independence from our company and our management, including the matters in the
written disclosures and letter which were received by the audit committee from the independent registered public accounting firm as required by the
45
Table of Contents
applicable
requirements of the PCAOB, and considered the compatibility of non-audit services with KPMG LLP's independence.
In
reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board approved) that the audited consolidated financial
statements be
included in the Annual Report on Form 10-K for the fiscal year ended January 3, 2015 for filing with the SEC.
|
|
|
|
|
Audit Committee
Cynthia T. Jamison, Chairperson
Dennis M. Mullen
Cheryl M. Palmer
Alfred Poe
|
46
Table of Contents
PROPOSAL NO. 3APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Introduction
The audit committee has appointed KPMG LLP as the independent registered public accounting firm to audit our consolidated
financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending January 2, 2016.
We
are asking our stockholders to ratify the selection of KPMG as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, our
board of directors is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the audit committee will consider
whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the audit committee in its discretion may select a different registered public
accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders.
One
or more representatives of KPMG are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and will be available to
respond to appropriate stockholder questions.
Independent Registered Public Accounting Firm Fees
In addition to performing the audit of our consolidated financial statements and our internal control over financial reporting, KPMG
has provided various other services during fiscal 2014 and 2013. The aggregate fees billed or expected to be billed for fiscal 2014 and 2013 for each of the following categories of services are as
follows:
|
|
|
|
|
|
|
|
Type of Fees
|
|
Fiscal 2014 |
|
Fiscal 2013 |
|
Audit Fees |
|
$ |
1,191,250 |
|
$ |
1,302,500 |
|
Audit-Related Fees |
|
|
|
|
|
|
|
Tax Fees |
|
|
|
|
|
|
|
All Other Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,191,250 |
|
$ |
1,302,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
accordance with the SEC's definitions and rules the terms in the above table have the following meanings:
"Audit Fees" are the aggregate fees billed or expected to be billed for each of fiscal
2014 and 2013 for professional services rendered by KPMG for the audit of our consolidated financial statements included in our annual reports on Form 10-K and review of the unaudited
consolidated financial statements included in our quarterly reports on Form 10-Q; for the audit of our internal control over financial reporting with the objective of obtaining reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects; and for services that are normally provided by KPMG in connection with statutory
and regulatory filings or engagements for fiscal 2014 and 2013. Audit fees for 2014 included fees billed for professional services rendered with respect to our entering into a new credit agreement,
the Specialty Brands acquisition, the impairment of our Rickland Orchards intangible assets and a product recall. Audit fees for fiscal 2013 included
fees billed for professional services rendered with respect to several acquisitions and engagements, consents, comfort letters and assistance with the review of our filings with the SEC in connection
with our public offering of senior notes and an amendment to our credit agreement.
47
Table of Contents
"Audit-Related Fees" are the aggregate fees billed in each of fiscal 2014 and 2013 for
assurance and related services by KPMG that are reasonably related to the performance of the audit or review of our consolidated financial statements. KPMG did not provide any audit-related services
to our company during fiscal 2014 or 2013.
"Tax Fees" are the aggregate fees billed in each of fiscal 2014 and 2013 for professional
services rendered by KPMG for tax compliance, tax advice and tax planning. KPMG did not provide any tax compliance, tax advice or tax planning services to our company during fiscal 2014 or 2013.
"All Other Fees" are the aggregate fees billed in each of fiscal 2014 and 2013 for
products and services provided by KPMG not included in the first three categories. No such other products or services were provided by KPMG during fiscal 2014 and 2013.
The
audit committee has reviewed summaries of the services provided by KPMG and the related fees, and the audit committee has determined that the provision of the non-audit services
described above is compatible in maintaining the independence of KPMG.
All
of the services described above were pre-approved by our audit committee in accordance with its pre-approval policy. The audit committee pre-approval policy provides that all
auditing services and all non-audit services to be provided by KPMG be pre-approved by the audit committee, provided that the audit committee shall not approve any prohibited non-audit services set
forth in Section 10A(g) of the Exchange Act.
Required Vote
Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the
votes cast by the holders of the shares of common stock voting in person or by proxy at the annual meeting.
Recommendation of the Board of Directors
The board of directors recommends that the stockholders vote "FOR" the ratification of the appointment of
KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2016.
OTHER MATTERS
Our management is not aware of any other matters to be presented for action at the annual meeting; however, if any such matters are
properly presented for action, it is the intention of the proxy appointees to vote in accordance with their best judgment on such matters.
48
Table of Contents
ADDITIONAL INFORMATION
Stockholder Proposals for Inclusion in Our 2016 Annual Meeting Proxy Statement and Proxy Card
Under the rules of the SEC, any stockholder proposal to be considered by us for inclusion in our 2016 proxy statement and form of proxy
card for next year's annual meeting of stockholders, expected to be held in May 2016, must be received by our corporate secretary at our principal executive offices located at Four Gatehall Drive,
Parsippany, NJ 07054, not later than December 2, 2015 (120 days prior to the first anniversary of this proxy statement). The SEC rules set forth standards as to what stockholder
proposals are required to be included in a proxy statement.
In
addition, our bylaws establish an advance notice procedure with regard to stockholder proposals, including stockholder proposals not included in our proxy statement, to be brought
before an annual meeting of stockholders. In general, notice must be received by our corporate secretary not less than 120 days nor more than 150 days prior to the first anniversary of
this proxy statement and must contain specified information concerning the matters to be brought before the meeting and concerning the stockholder making the proposal. If no annual meeting was held in
the previous year, notice must be received not less than 10 days following the earlier of the day on which notice of the meeting date was mailed and the public announcement of such meeting
date. Therefore, to be presented at next year's annual meeting, stockholder proposals, whether or not submitted for consideration for inclusion in our proxy statement, must be received on or after
November 2, 2015 but not later than December 2, 2015.
Householding
Some brokers, banks and other nominee record holders may be participating in the practice of "householding" proxy statements and annual
reports or notices of Internet availability of proxy materials, as applicable. This means that only one copy of such items may have been sent to multiple stockholders in your household. B&G Foods will
promptly deliver a separate copy of these documents to you if you so request by writing or calling as follows: B&G Foods, Inc., Attention: Corporate Secretary, Four Gatehall Drive, Parsippany,
NJ 07054; telephone, 973.401.6500. If you want to receive separate copies of the annual report and proxy statement or notice of Internet availability of proxy materials, as applicable, in the future,
or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker, bank or other nominee record holder, or you may contact us at the
above address and phone number.
|
|
|
|
|
By Order of the Board of Directors,
Scott E. Lerner Secretary |
Parsippany,
New Jersey
March 31, 2015
49
|
Using a black
ink pen, mark your votes with an X as shown in this example. Please do not
write outside the designated areas. X B&G Foods, Inc. 021H2B 8 2 B M +
Annual Meeting Proxy Card . Authorized Signatures This section must be
completed for your vote to be counted. Date and Sign Below C NOTE: Please
sign as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. Signature 1 Please keep signature within the box. Signature
2 Please keep signature within the box. Date (mm/dd/yyyy) Please print
date below. + B Non-Voting Items A Proposals - The Board of Directors
recommends a vote FOR each of the nominees in Proposal 1 and FOR each of
Proposals 2 & 3. 2. Approval, by non-binding advisory vote, of executive
compensation (Proposal No. 2): 3. Ratification of appointment of KPMG LLP as
independent registered public accounting firm (Proposal No. 3): 4. Other
Matters: In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the Annual Meeting. 01 - DeAnn L.
Brunts 04 - Dennis M. Mullen 07 - Stephen C. Sherrill 02 - Robert C. Cantwell
05 - Cheryl M. Palmer 08 - David L. Wenner 03 - Charles F. Marcy 06 - Alfred
Poe 1. Election of Directors: IMPORTANT ANNUAL MEETING INFORMATION For
Against Abstain For Against Abstain For Against Abstain For Against Abstain
For Against Abstain Change of Address Please print new address below.
Comments Please print your comments below. MMMMMMMMMMMM MMMMMMMMMMMMMMM
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A
SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE
SACKPACK MMMMMMM 2 3 4 8 8 1 1 MR A SAMPLE (THIS AREA IS SET UP TO
ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MMMMMMMMM C 1234567890 J N T C123456789 1234 5678 9012 345 qIF YOU HAVE
NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Electronic Voting
Instructions Available 24 hours a day, 7 days a week! Instead of mailing your
proxy, you may choose one of the voting methods outlined below to vote your
proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies
submitted by the Internet or telephone must be received by 11:59 pm, Eastern
Time, May 18, 2015 Vote by Internet Go to www.investorvote.com/BGS Or
scan the QR code with your smartphone Follow the steps outlined on the
secure website Vote by telephone Call toll free 1-800-652-VOTE (8683)
within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message
|
|
. PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS MAY 19, 2015 THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS The undersigned holder of Common Stock of B&G
FOODS, INC., a Delaware corporation (the Company), does hereby constitute
and appoint Robert C. Cantwell and Scott E. Lerner, or either one of them,
with full power to act alone and to designate substitutes, the true and
lawful proxies of the undersigned for and in the name and stead of the
undersigned, to vote all shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held at the Hanover Marriott, 1401 Route 10
East, Whippany, NJ 07981, on May 19, 2015 at 10:00 a.m., local time, and at
any and all adjournments and postponements thereof (the Annual Meeting), on
all matters that may come before such Annual Meeting. Said proxies are
instructed to vote on the following matters in the manner herein specified.
If this proxy is properly executed, the shares of Common Stock covered hereby
will be voted as specified herein. If no specification is made, such shares
will be voted FOR each of the nominees in Proposal No. 1 and FOR each of
Proposal Nos. 2 & 3 and in the discretion of the persons named as proxies
as to any other matter that may properly come before the Annual Meeting. The
undersigned hereby revokes all previous proxies. (Continued and to be marked,
dated and signed, on the other side) Proxy B&G Foods, Inc. Important
notice regarding the Internet availability of proxy materials for the Annual
Meeting. The Proxy Statement and the 2014 Annual Report to Stockholders are
available at: http://materials.proxyvote.com/05508R qIF YOU HAVE NOT VOTED
VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
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