Current Report Filing (8-k)

As filed with the Securities and Exchange Commission on May 15, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2020


	B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)


Delaware	001-32316	13-3918742
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


Four Gatehall Drive, Parsippany,New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BGS	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

B&G Foods’ annual meeting of stockholders was held on May 12, 2020. The matters voted upon and the results of the voting were as follows:

Proposal No. 1: The stockholders elected nine directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

Director Nominee	For		Against		Abstain		Broker Non-Votes
DeAnn L. Brunts		32,031,788		631,293		233,236		22,271,562
Charles F. Marcy		31,260,131		1,349,473		286,713		22,271,562
Robert D. Mills		32,108,549		544,358		243,410		22,271,562
Dennis M. Mullen		30,284,022		2,364,101		248,194		22,271,562
Cheryl M. Palmer		32,091,844		572,257		232,216		22,271,562
Alfred Poe		31,521,055		1,121,693		253,569		22,271,562
Kenneth G. Romanzi		31,706,713		933,316		256,288		22,271,562
Stephen C. Sherrill		31,541,404		1,105,764		249,149		22,271,562
David L. Wenner		31,686,789		965,470		244,057		22,271,562

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2020 annual meeting proxy statement.

For		Against				Abstain				Broker Non-Votes
29,312,543			2,891,812				691,961				22,271,562

Proposal No. 3: The stockholders approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2021 (fiscal 2020).

For		Against				Abstain				Broker Non-Votes
53,086,458			1,666,868				414,553				—

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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.