8-K - BGS - Equibles

As filed with the Securities and Exchange Commission on May 19, 2022

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 17, 2022

	B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware	001-32316	13-3918742
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(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
Four Gatehall Drive, Parsippany, New Jersey	07054
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(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<br>Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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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 17, 2022. The matters voted upon and the results of the voting were as follows:

ProposalNo. 1: The stockholders elected ten 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 <br> Non-Votes
DeAnn L. Brunts	33,917,229	844,307	813,511	19,091,399
Debra Martin Chase	33,055,735	1,696,978	822,334	19,091,399
Kenneth C. Keller	33,746,091	1,019,739	809,217	19,091,399
Charles F. Marcy	32,747,495	1,996,209	831,343	19,091,399
Robert D. Mills	34,068,360	674,645	832,042	19,091,399
Dennis M. Mullen	32,905,279	1,836,984	832,784	19,091,399
Cheryl M. Palmer	33,504,321	1,255,233	815,493	19,091,399
Alfred Poe	33,064,556	1,678,505	831,986	19,091,399
Stephen C. Sherrill	33,387,196	1,356,216	831,635	19,091,399
David L. Wenner	33,612,260	1,140,551	822,236	19,091,399

ProposalNo. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2022 annual meeting proxy statement.

For	Against	Abstain	Broker <br> Non-Votes
31,821,581	2,428,194	1,325,272	19,091,399

ProposalNo. 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 December 31, 2022 (fiscal 2022).

For	Against	Abstain	Broker <br> Non-Votes
52,872,184	840,683	953,579	—

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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.

	B&G FOODS, INC.
Dated: May 19, 2022	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary

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