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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On November 15, 2020, Kenneth G. Romanzi and B&G Foods mutually agreed that Mr. Romanzi would step aside as President, Chief Executive
Officer and a member of the board of directors of B&G Foods in order for Mr. Romanzi to pursue personal interests, and Mr. Romanzi
resigned as President, Chief Executive Officer and a director effective that day. This was not the result of any disagreement on the part
of Mr. Romanzi relating to the Company's operations, policies or practices or any misconduct by Mr. Romanzi.
Effective November 15, 2020, David
L. Wenner, age 71, a current member of our board of directors and our former President and Chief Executive Officer from 1993 through
2014, was elected as our Interim President and Chief Executive Officer. B&G Foods will initiate a search for a new President
and Chief Executive Officer and until one is appointed, Mr. Wenner will serve as Interim President and Chief Executive Officer.
Mr. Wenner has been a member of our
board of directors 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 on the Chairman’s Advisory Council of the Grocery Manufacturers Association (now known as the
Consumer Brands Association).
B&G Foods and Mr. Wenner have agreed
that during his tenure as Interim President and Chief Executive Officer he will receive a base salary of $1,000,000 per year (pro
rated for his period of service). In addition, Mr. Wenner will be eligible to (1) participate in all employee benefit
plans maintained by B&G Foods for our executive officers, including medical, dental, disability and life insurance coverage,
(2) receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, and (3) receive
other customary employee benefits. Mr. Wenner will not receive any compensation as a director during his tenure as Interim
President and Chief Executive Officer. A copy of the offer letter memorializing the foregoing is filed with this report as Exhibit 10.1
and is incorporated by reference herein.
There are no arrangements or understandings
between Mr. Wenner and any other person pursuant to which he was appointed as our company’s President and Chief Executive
Officer. There is no family relationship between Mr. Wenner and any director, executive officer, or person nominated or chosen
by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with
Mr. Wenner that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act
of 1934.
Pursuant to the separation agreement and
general release entered into by Mr. Romanzi and our company, Mr. Romanzi’s separation will be treated as a termination
of his employment agreement by our company without cause effective January 11, 2021 for purposes of the severance and other
benefits described in the employment agreement. Mr. Romanzi will be entitled to the benefit of the employee compensation arrangements
following a termination without cause set forth in his employment agreement and equity award agreements, including the accelerated
vesting of restricted stock and pro rata vesting and payment of performance shares subject to the Company’s achievement of
performance metrics over the remainder of the applicable performance periods, and to certain salary continuation and other severance
benefits described in the separation agreement and general release, a copy of which is filed with this report as Exhibit 10.2.
Pursuant to the separation agreement and general release, Mr. Romanzi will receive, in addition to any benefits that are accrued
and unpaid through January 11, 2021: (1) salary continuation payments through January 11, 2021, (2) severance
in the form of salary continuation payments for one year commencing January 11, 2021 at the rate of 200% of his current base
salary, (3) a bonus under our annual bonus plan for the year ending January 2, 2021 (fiscal 2020) based on our company’s
financial performance for fiscal 2020 as if Mr. Romanzi had been employed through the end of the fiscal 2020 performance period,
(4) one year of continued medical and dental coverage pursuant to COBRA, (5) a lump sum payment of $10,000, which reflects
the estimated market value of life insurance and disability benefits for one year, and (6) a lump sum payment of $10,000,
which reflects a full year of his monthly automobile allowance. The separation agreement and general release also includes customary
confidentiality, non-competition, non-solicitation and non-disparagement provisions and a general release by Mr. Romanzi of
claims against our company and certain related persons and entities.
A copy of the press release we issued to
announce the foregoing is attached to this report as Exhibit 99.1.