- Current report filing (8-K)
October 13 2010 - 4:35PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on October 13, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported):
October 12, 2010
B&G
Foods, Inc.
(Exact name of
Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other
Jurisdiction
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(Commission
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(IRS Employer
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of
Incorporation)
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File Number)
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Identification
No.)
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Four
Gatehall Drive, Suite 110, Parsippany, New Jersey
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07054
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants
telephone number, including area code: (
973) 401-6500
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Election of Directors.
On October 12, 2010,
the Board of Directors of B&G Foods, Inc. elected
Charles F. Marcy and Cheryl M. Palmer to serve as directors until the
2011 annual meeting of stockholders. The
appointments, which are effective immediately, fill a vacancy on the board
created by the previously announced resignation of James R. Chambers, and also
increase the size of B&G Foods Board to eight members. The Board has determined that Mr. Marcy
and Ms. Palmer are independent under the listing standards of the New York
Stock Exchange and B&G Foods Corporate Governance Guidelines. The elections of Mr. Marcy and Ms. Palmer
increase the number of independent directors on the Board to six. Committee assignments for Mr. Marcy and Ms. Palmer
have not been finalized as of the date of this report.
Mr. Marcy and Ms. Palmer
will receive compensation as non-employee directors in accordance with the
Companys non-employee director compensation practices described in B&G
Foods Annual Proxy Statement filed with the Securities and Exchange Commission
on April 1, 2010; provided, however, that, the initial annual cash fee and
equity award to be received by Mr. Marcy and Ms. Palmer will be
pro-rated.
A copy of B&G Foods
press release announcing the foregoing is attached to this report as Exhibit 99.1,
and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated October 13,
2010.
2
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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B&G
FOODS, INC.
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Dated: October 13,
2010
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By:
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/s/ Robert C. Cantwell
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Robert C. Cantwell
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Executive
Vice President of Finance and Chief Financial Officer
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3
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