— Announces CEO Transition Plan —
— Reaffirms Full Year 2020 Guidance
—
B&G Foods, Inc. (NYSE: BGS) announced today that Kenneth G.
Romanzi, President and Chief Executive Officer and a member of the
Board of Directors, and the Company mutually agreed that Mr.
Romanzi would step aside as President, Chief Executive Officer and
a Director effective November 15, 2020 in order for Mr. Romanzi to
pursue personal interests. To ensure an orderly transition, the
Board of Directors has appointed David L. Wenner, a current member
of the Board of Directors and former President and Chief Executive
Officer of B&G Foods from 1993 through 2014, as Interim
President and Chief Executive Officer.
The Company will initiate a search for a new President and Chief
Executive Officer, and the Board of Directors has appointed a
special committee to direct the search and transition process. The
committee is chaired by Dennis M. Mullen, Chairman of the
Nominating and Governance Committee, and also includes: DeAnn L.
Brunts, Charles F. Marcy and Robert D. Mills.
Mr. Romanzi stated, “I thoroughly enjoyed my time at B&G
Foods and am very proud of all of our accomplishments. The business
is in excellent shape and I am confident the team will continue to
deliver terrific results. I wish the entire B&G Foods family
all the best for a bright future.”
Stephen C. Sherrill, Chairman of the Board of Directors of
B&G Foods, said, “On behalf of our entire company, I want to
thank Ken for his contributions to B&G Foods’ success over the
past three years as our Chief Operating Officer and then Chief
Executive Officer and for navigating B&G Foods through these
unprecedented times and helping keep our dedicated employees safe
and healthy. I wish Ken continued success in his future
endeavors.”
Mr. Sherrill continued, “Under Ken’s leadership, B&G Foods’
financial performance has been very strong during the ongoing
pandemic, as our portfolio of leading brands has benefited from
increased eating at home, resulting in strong year-over-year
growth. The company is in excellent operational and financial
condition as evidenced by the quarterly and year-to-date financial
results we reported earlier this month. Furthermore, after
successfully acquiring and integrating the Clabber Girl business,
B&G Foods is continuing on the acquisition path with its
pending purchase of Crisco. All in all, we believe this is a good
time to make a leadership transition and we are very fortunate that
our former long-time CEO Dave Wenner, who has continued to serve on
our Board of Directors, is now available and has agreed to help
lead our company while we search for our next CEO. Under Dave’s
leadership, B&G Foods successfully completed and integrated
sixteen acquisitions and evolved from a small, regional pickle
company to a leading public food company with a diverse portfolio
of iconic brands, which resulted in tremendous value creation for
B&G Foods’ stockholders in the form of dividends and stock
price appreciation. Through continued service on our Board of
Directors since his retirement, Dave is very much up to speed on
all aspects of our company’s operations and is deeply familiar with
our strategy, our executive team and our brands. Together with the
very strong management team that Ken has organized and led, Dave is
very well prepared to steer the ship during this transition
period.”
Mr. Wenner said, “I am very excited for the opportunity to once
again lead our company, work with our talented executive leadership
team, and reinforce the principles and strategies that have helped
create tremendous value for all of our stakeholders over the years.
We will continue to focus on growth, including organic growth and
growth through acquisitions, operational improvements and cost
reduction efforts.”
B&G Foods today also reaffirmed the full year fiscal 2020
financial guidance that was provided by the Company in its earnings
release on November 5, 2020.
Today’s announcement is not expected to impact the timing of the
completion of the pending Crisco acquisition. B&G Foods expects
the acquisition to close during the fourth quarter of 2020, subject
to customary closing conditions, including the receipt of
regulatory approvals.
About David L. Wenner
David L. Wenner has been a member of B&G Foods’ Board of
Directors since 1997. Mr. Wenner served as the Company’s President
and Chief Executive Officer from March 1993 through December 2014.
Mr. Wenner joined B&G Foods 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 B&G Foods, 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).
Having previously served as the President and Chief Executive
Officer of B&G Foods for 22 years, Mr. Wenner brings to B&G
Foods’ executive leadership team and the Board an extraordinary
understanding of the 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 B&G Foods’
business and operations, provide the Company’s executive leadership
team and the Board with invaluable insight into the operations of
the Company. Mr. Wenner also provides strong insight and guidance
regarding potential acquisitions and acquisition financing as under
his leadership as President and Chief Executive Officer, B&G
Foods successfully acquired and integrated into the Company’s
operations dozens of brands.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its
subsidiaries manufacture, sell and distribute high-quality, branded
shelf-stable and frozen foods across the United States, Canada and
Puerto Rico. With B&G Foods’ diverse portfolio of more than 50
brands you know and love, including Back to Nature, B&G,
B&M, Cream of Wheat, Dash, Green Giant, Las Palmas, Le Sueur,
Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner,
Spice Islands and Victoria, there’s a little something for
everyone. For more information about B&G Foods and its brands,
please visit www.bgfoods.com.
Forward-Looking Statements
Statements in this press release that are not statements of
historical or current fact constitute “forward-looking statements.”
The forward-looking statements contained in this press release
include, without limitation, statements related to the CEO search
and transition; the Company’s strategies and growth plans; the
reaffirmation of the Company’s full year fiscal 2020 financial
guidance; and whether and when regulatory approvals will be
obtained, the other closing conditions will be satisfied and the
pending acquisition of the Crisco brand will close. Such
forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause the actual
results of B&G Foods to be materially different from the
historical results or from any future results expressed or implied
by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties readers are urged
to consider statements labeled with the terms “believes,” “belief,”
“expects,” “projects,” “intends,” “anticipates,” “assumes,”
“could,” “should,” “estimates,” “potential,” “seek,” “predict,”
“may,” “will,” or “plans” and similar references to future periods
to be uncertain and forward-looking. Factors that may affect actual
results include, without limitation: whether and when the required
regulatory approvals will be obtained, whether and when the other
closing conditions will be satisfied and whether and when the
acquisition will close, whether and when the Company will be able
to realize the expected financial results and accretive effect of
the acquisition, and how customers, competitors, suppliers and
employees will react to the acquisition; the impact of the COVID-19
pandemic on the Company’s business, including, without limitation,
the ability of the Company and its supply chain partners to
continue to operate manufacturing facilities, distribution centers
and other work locations without material disruption; the Company’s
substantial leverage; the effects of rising costs for the Company’s
raw materials, packaging and ingredients; crude oil prices and
their impact on distribution, packaging and energy costs; the
Company’s ability to successfully implement sales price increases
and cost saving measures to offset any cost increases; intense
competition, changes in consumer preferences, demand for the
Company’s products and local economic and market conditions; the
Company’s continued ability to promote brand equity successfully,
to anticipate and respond to new consumer trends, to develop new
products and markets, to broaden brand portfolios in order to
compete effectively with lower priced products and in markets that
are consolidating at the retail and manufacturing levels and to
improve productivity; the risks associated with the expansion of
the Company’s business; the Company’s possible inability to
identify new acquisitions or to integrate recent or future
acquisitions or the Company’s failure to realize anticipated
revenue enhancements, cost savings or other synergies; tax reform
and legislation, including the effects of the U.S. Tax Cuts and
Jobs Act and the U.S. CARES Act; the Company’s ability to access
the credit markets and the Company’s borrowing costs and credit
ratings, which may be influenced by credit markets generally and
the credit ratings of the Company’s competitors; unanticipated
expenses, including, without limitation, litigation or legal
settlement expenses; the effects of currency movements of the
Canadian dollar and the Mexican peso as compared to the U.S.
dollar; the effects of international trade disputes, tariffs,
quotas, and other import or export restrictions on the Company’s
international procurement, sales and operations; future impairments
of the Company’s goodwill and intangible assets; the Company’s
ability to successfully complete the implementation of additional
modules and the integration and operation of a new enterprise
resource planning (ERP) system; the Company’s ability to protect
information systems against, or effectively respond to, a
cybersecurity incident or other disruption; the Company’s
sustainability initiatives and changes to environmental laws and
regulations; and other factors that affect the food industry
generally. The forward-looking statements contained herein are also
subject generally to other risks and uncertainties that are
described from time to time in B&G Foods’ filings with the
Securities and Exchange Commission, including under Item 1A, “Risk
Factors” in the Company’s Annual Report on Form 10-K for fiscal
2019 filed on February 26, 2020 and in its subsequent reports on
Forms 10-Q and 8-K. Investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date they are made. B&G Foods undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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Investor Relations: ICR, Inc. Dara Dierks 866.211.8151
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