B&G Foods, Inc 8-K, filed Feb 1, 2023
B&G Foods, Inc. (BGS)
About this 8-K
B&G Foods, Inc filed this 8-K on February 1, 2023, reporting on events of January 31, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
As filed with the Securities and Exchange Commission on February 1, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 31, 2023, the compensation committee of the board of directors of B&G Foods approved a one-time special award of three grants of stock options. The three grants of stock options have exercise prices as follows: 252,000 options have an exercise price of $14.02 per share, the grant date closing price of B&G Foods’ common stock; 273,000 options have an exercise price of $19.63 per share, which equals 140% of the grant date closing price of B&G Foods’ common stock; and 375,000 options have an exercise price of $25.24 per share, which equals 180% of the grant date closing price of B&G Foods’ common stock. Subject to the terms of the stock option agreements, one-third of each grant will vest on each of January 31, 2026, January 31, 2027 and January 31, 2028; subject in each case to pro rata accelerated vesting in the case of death or disability occurring at least one year after the grant date; provided that Mr. Keller has been continuously employed by B&G Foods from the grant date until the date of such death or disability.
The compensation committee decided to grant the one-time special award at this time based on its desire to further align Mr. Keller’s compensation with significant improvements in the value of our company and further align Mr. Keller’s compensation with the interests of our company’s stockholders.
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.
| B&G FOODS, INC. | |||
| Dated: February 1, 2023 | By: | /s/ Scott E. Lerner | |
| Scott E. Lerner | |||
| Executive Vice President, | |||
| General Counsel and Secretary | |||