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As filed with the Securities and Exchange Commission on April 1, 2010.March 28, 2013.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
of the Securities Exchange Act of 1934 (Amendment No.          )

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Four Gatehall Drive Suite 110
Parsippany, NJ 07054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 201016, 2013

To the Stockholders of B&G Foods, Inc.:

        An annual meeting of stockholders of B&G Foods, Inc. will be held on Tuesday,Thursday, May 18, 2010,16, 2013, at 10:00 a.m., local time, at the Hanover Marriott, 1401 Route 10 East, Whippany, NJ 07981, for the following purposes (which are more fully described in the accompanying proxy statement):

1.

to elect seveneight directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;



2.

to act uponconduct an advisory vote on executive compensation, commonly referred to as a proposal to amend our amended and restated certificate of incorporation to (a) eliminate the 25 million authorized shares of Class B common stock, none of which are currently outstanding, (b) refer to the Class A common stock as "common stock," and (c) make certain other conforming changes;"say on pay" vote;



3.

to act upon a proposal to amend our amended and restated certificatere-approve the material terms of incorporation to increase the number of authorized shares of Class A common stock from 100 million to 125 million;



4.

to act upon a proposal to amendperformance goals in our 2008 Omnibus Incentive Compensation Plan to (a) increase the number of shares of common stock available for grant under the plan from 2,000,000 to 4,500,000 and (b) increase the number of shares of common stock that may be issued to any one participant in respect of performance-based awards in any fiscal year from 300,000 to 400,000;Plan;



5.4.

to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011December 28, 2013 (fiscal 2010)2013); and



6.5.

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.of the meeting.

        The board of directors has fixed the close of business on March 26, 2010,22, 2013, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

        This year, we are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the Internet. As a result, we are mailing to most of our stockholders a notice of Internet availability of proxy materials instead of a paper copy of this proxy statement and our 2009 Annual Report. We believe that this process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 2009 Annual Report and a form of proxy card or voting instruction card. All stockholders who have previously requested a paper copy of our proxy materials will continue to receive a paper copy of the proxy materials by mail.

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        Your vote is important, and you are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, we encourage you to vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend in person.

		By Order of the Board of Directors,
		Scott E. Lerner Secretary

Parsippany, New Jersey
March 31, 201028, 2013

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Four Gatehall Drive Suite 110
Parsippany, NJ 07054

PROXY STATEMENT
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 201016, 2013

GENERAL INFORMATION

Why am I receiving these materials?

        This proxy statement is provided to the stockholders of B&G Foods, Inc. ("B&G Foods," "we," or "our company") in connection with the solicitation of proxies by our board of directors to be voted at an annual meeting of stockholders to be held at the Hanover Marriott, 1401 Route 10 East, Whippany, NJ 07981, at 10:00 a.m., local time, on Tuesday,Thursday, May 18, 2010,16, 2013, and at any adjournment or postponement thereof.of the meeting. This proxy statement and the related materials are first being distributed or made available to stockholders on or about April 1, 2010.March 28, 2013. This proxy statement provides information that should be helpful to you in deciding how to vote on the matters to be voted on at the annual meeting.

What items will be voted on at the annual meeting?

        At the annual meeting, the stockholders will consider and vote upon

•

the election of seveneight directors to hold office until the next annual meeting of stockholders (Proposal No. 1);



•

an advisory proposal on executive compensation, commonly referred to as a "say on pay" proposal to amend our amended and restated certificate of incorporation to (a) eliminate the 25 million authorized shares of Class B common stock, none of which are currently outstanding, (b) refer to the Class A common stock as "common stock," and (c) make certain other conforming changes (Proposal No. 2); a proposal to increase



•

the numberre-approval of authorized shares of Class A common stock from 100 million to 125 million (Proposal No. 3); a proposal to amendthe performance goals in our 2008 Omnibus Incentive Compensation Plan to (a) increase the number of shares of common stock available for grant under the plan from 2,000,000 to 4,500,000 and (b) increase the number of shares of common stock that may be issued to any one participant in respect of performance-based awards in any fiscal year from 300,000 to 400,000 (Proposal No. 4)3); and



•

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011December 28, 2013 (fiscal 2010)2013) (Proposal No. 5), and transact such other business as may properly come before4).

What are included in the proxy materials?

        The proxy materials include:

•

our proxy statement for the annual meeting of stockholders; and



•

our 2012 Annual Report.

If you received a paper copy of these materials by mail, the proxy materials also include a proxy card or any adjournment or postponement thereof.a voting instruction card for the annual meeting.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTINGWhat is a proxy statement? What information is contained in this proxy statement?

        It is a document that Securities and Exchange Commission (SEC) regulations require us to give you when we ask you to sign a proxy card designating proxies to vote on your behalf. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, B&G Foods' board of directors and board committees, the compensation of our directors and executive officers for fiscal 2012 and other required information.

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What is a proxy?

        It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the annual meeting. These two officers are Robert C. Cantwell and Scott E. Lerner.

What is included in the proxy materials?

        The proxy materials include:

•

our proxy statement for the annual meeting of stockholders; and




•

our 2009 Annual Report.

If you received a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the annual meeting.

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What is a proxy statement? What information is contained in this proxy statement?

        It is a document that Securities and Exchange Commission regulations require us to give you when we ask you to sign a proxy card designating proxies to vote on your behalf. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, B&G Foods' board of directors and board committees, the compensation of our directors and executive officers for fiscal 2009 and other required information.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

        This year,Once again, we are pleased to be using the Securities and Exchange CommissionSEC rule that allows companies to furnish their proxy materials to stockholders over the Internet. As a result, we are mailing to most of our stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. We believe that this process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice. All stockholders who have previously requested paper copies of our proxy materials will continue to receive paper copies by mail.

Why didn't I receive a notice in the mail about the Internet availability of the proxy materials?

        We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials with paper copies of the proxy materials instead of a notice about the Internet availability of the proxy materials.

        In addition, we are providing notice of the availability of the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.

How can I access the proxy materials over the Internet?

        The notice of annual meeting, proxy statement and annual report are available at http://materials.proxyvote.com/05508R. Instead of receiving future copies of the proxy materials by mail, most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site. If you received a notice of the Internet availability of proxy materials that notice will contain additional instructions on how to view our proxy materials on the Internet.

How may I obtain a paper copy of the proxy materials?

        Stockholders receiving a notice about the Internet availability of the proxy materials will find instructions about how to obtain a paper copy of the proxy materials on theirthat notice. Stockholders receiving notice of the availability of the proxy materials by e-mail will find instructions about how to obtain a paper copy of the proxy materials as part of that e-mail. All stockholders who do not receive a notice or an e-mail will receive a paper copy of the proxy materials by mail.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        If your shares are registered directly in your name with B&G Foods' registrar and transfer agent, BNY Mellon Shareowner Services,Computershare, you are considered a stockholder of record with respect to those shares.

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        If your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.

Who is entitled to vote at the annual meeting?

        Each holder of record of our Class A common stock at the close of business on March 26, 201022, 2013 is entitled to vote at the annual meeting. As of that date, a total of 47,618,66052,858,772 shares of Class A common stock were outstanding and are eligible to vote at the annual meeting. Each share of our Class A common stock is entitled to one vote per share on all matters with respect to which holders are entitled to vote. There are no shares of Class B common stock outstanding.

How do I vote?

        Your shares may only be voted at the annual meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the annual meeting, we encourage you to vote by proxy to assure that your shares will be represented. Voting by proxy will in no way limit your right to vote at the annual meeting if you later decide to attend in person. Beneficial owners, however, may vote in person at the annual meeting only if they have a legal proxy, as described below.

        Stockholders of Record.    If you are a stockholder of record, you may vote by proxy by completing the enclosed proxy card and mailing it in the postage-paid envelope provided. In the alternative, stockholders of record may vote in person at the annual meeting.

        Beneficial Owners.    If your shares are held in the name of a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available. If your shares are held in the name of a broker, bank or other nominee, and you would like to vote in person at the meeting, you must first obtain a proxy, executed in your favor, from the institution that holds your shares.

What can I do if I change my mind after I vote my shares?

        Stockholders of Record.    If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by timely submission of a written revocation to our corporate secretary, submission of a properly executed later-dated proxy, or by voting by ballot at the annual meeting. Attendance at the annual meeting will not by itself constitute a revocation of a proxy.

        Beneficial Owners.    If your shares are held in the name of a broker, bank or other holder of record, that institution will instruct you as to how your vote may be changed.

How
If I am a stockholder of record, how will my shares be voted if I sign, date and return my proxy card? What if I do not specify a choice for a matter when returning my signed proxy card?

        All shares entitled to vote that are represented by properly-completedproperly completed proxy cards received prior to the annual meeting and not revoked will be voted at the meeting in accordance with your instructions. If you sign and return a proxy card but do not indicate how your shares should be voted, the shares represented by your properly-completedproperly completed proxy card will be voted (1) voted:

•

FOR each of the director nominees in Proposal No. 1, (2) 1;



•

FOR the proposed amendments of our amended and restated certificate of incorporation described in Proposal No. 2, (3) proposal to approve, on an advisory basis, executive compensation;



•

FOR the proposed amendmentsre-approval of our amended and restated certificate of incorporation describedthe performance goals in Proposal No. 3, (4) FOR the proposed amendment to our 2008 Omnibus Incentive Compensation Plan as described in Proposal No. 4, AND (5) Plan;



•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2010,2013; and (6) 

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in the discretion of the persons named in the proxies as proxy appointees as to any other matter that may properly come before the annual meeting.

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What if I am a beneficial owner and do not give voting instructions to my broker?

        As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such bank, broker or nominee depends on the type of Contentsitem being considered for vote.

        Non-Discretionary Items.    The election of directors, advisory say on pay vote and re-approval of our performance goals are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

        Discretionary Items.    The ratification of the appointment of KPMG LLP as independent registered public accounting firm is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

Who may attend the annual meeting?

        All stockholders that were our stockholders as of the record date (March 26, 2010)22, 2013), or their authorized representatives, may attend the annual meeting. Admission to the meeting will be on a first-come, first-served basis. If your shares are held in the name of a broker, bank or other nominee and you plan to attend the annual meeting, you should bring proof of ownership, such as a brokerage or bank account statement, to the annual meeting to ensure your admission.

How will votes be counted?

        The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Class A common stock of our company entitled to vote on a particular matter will constitute a quorum for the purpose of considering that matter. Abstentions and broker "non-votes" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

        With respect to the nomineesFor Proposal No. 1, a nominee for director under Proposal No. 1—Election of Directors, to be elected, each nominee must receive a plurality of all votes cast with respect to such position as director. Consequently, the seven director nominees receiving the most votes of holders of our Class A common stock will be elected directors. Proposal No. 2 and Proposal No. 3 to amend our amended and restated certificate of incorporation each require the affirmative vote of a majority of the outstandingvotes cast with respect to such nominee by the holders of the shares of Class A common stock.stock voting in person or by proxy at the annual meeting. Likewise, each of Proposal No.Nos. 2, 3 & 4 and Proposal No. 5 each require the affirmative vote of a majority of the votes cast by the holders of the shares of Class A common stock voting in person or by proxy at the annual meeting. Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal Nos. 1 4 and 5. Abstentions and broker non-votes will have the effect of a vote against Proposal Nos. 2 and 3.through 4.

Who will count the votes?

        OurA representative of our transfer agent, BNY Mellon Shareowner Services,Computershare, will tally the vote, and will serve as inspector of the annual meeting.

How are proxies being solicited and who will pay for the solicitation of proxies?

        We will bear the expense of the solicitation of proxies. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and employees by other means, including telephone, over the Internet or in person. No special compensation will be paid to our directors, officers or employees for the solicitation of proxies. To solicit proxies, we will also request the

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assistance of brokerage houses, banks and other custodians, nominees or fiduciaries, and, upon request, will reimburse such organizations or individuals for their reasonable expenses in forwarding soliciting materials to beneficial owners and in obtaining authorization for the execution of proxies.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Introduction

        Our current boardcompany's bylaws provide for the annual election of directors consists of seven members.directors. Upon the recommendation of our nominating and governance committee, our board of directors has nominated for re-election each of the sevenour current directors.

        At the annual meeting, the eight nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now anticipated by the board of directors), proxies will be voted for such substitute as designated by the board of directors. The following sets forth for each of the nominees for election as a director, his or her age and principal occupation and certain other information.

Director Nominees

        The following sets forth certain biographical information about the nominees for election as directors, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods and/or members of the Boardboard committees on which they serve. For further information, about how director nominees are selected, see "Corporate Governance—Director Nominations" above.

        Stephen C. Sherrill, 56,59 Chairman of the Board of Directors:    Stephen Sherrill has been a director since B&G Foods' formation in 1996 and has been Chairman since August 2005. Mr. Sherrill is a founder and has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) since its formation in 1995. BRS was the controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill has previously served as a director of, the Remington Arms Company,among others, Ruth's Chris Steak House, Inc. and Lazy Days' R.V. Center, Inc.

        Mr. Sherrill has many years of experience as a private equity investor and has served on the boards of directors of many public and private companies. Mr. Sherrill's expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands.

        David L. Wenner, 60,63 President, Chief Executive Officer and Director:    David Wenner is our President and Chief Executive Officer, positions he has held since March 1993, and has been a director since August 1997. Mr. Wenner joined our company 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 our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner is active in industry trade groups and has served as President of Pickle Packers International, and serves on the Chairman's Advisory Council of the Grocery Manufacturers Association.

        Having served as our President and Chief Executive Officer for 1720 years, Mr. Wenner brings to our board an extraordinary understanding of our 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 day-to-day leadership and intimate knowledge of our business and operations, provide the board with invaluable insight into the operations of our company.

She also previously held a board seat at Horizon Organic Holdings, Inc. (NASDAQ), where she sat on the company's audit committee and compensation committees.committee.

        Ms. Jamison has extensive experience in financial and accounting matters, including public company reporting, as well as corporate governance and public company executive compensation experience, having served as chief financial officer or on the board of directors of many public and private companies. Ms. Jamison also brings key senior management, leadership, financial and financial, strategic planning, corporate governance and public company executive compensation experience to our board of directors.

        Charles F. Marcy, 62, Director:    Charles "Chuck" F. Marcy has been a director since October 2010. Mr. Marcy is currently a principal with Marcy & Partners, Inc., and provides strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings (HFH), a holding company for branded "better-for-you" foods from 2005 through April 2010. Under Mr. Marcy's guidance, HFH's portfolio included Breyers Yogurt, YoCrunch Yogurt and Van's International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2005. Mr. Marcy also previously served as President and Chief Executive officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998. From 1993 to 1995,

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Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods.

        Mr. Marcy has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods marketing and has significant experience with organic foods.

        Dennis M. Mullen, 56,59, Director:    Dennis Mullen has been a director since 2006. SinceMr. Mullen has been a partner with The Mullen Group, LLC since its formation in 2011. The Mullen Group provides strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State's primary economic development agency. During that time he also served as a Commissioner of New York State's Department of Economic Development. From September 2008 to June 2009, Mr. Mullen has served as Upstate President of the Empire State Development Corporation, where he overseesoversaw the upstate operations of New York State's economic developmentthe agency. From 2005 through August 2008, Mr. Mullen served as President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior thatto that, Mr. Mullen was President and Chief Executive Officer of Birds Eye Foods, Inc., a leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of Birds Eye Foods from 1996 to 2005, serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related entities. Prior to employment with Birds Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board of directors of Foster Farms, a leading poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association.

        Mr. Mullen has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Mullen brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors.

        Cheryl M. Palmer, 55, Director:    Cheryl Palmer has been a director since October 2010. Ms. Palmer is a founder and has been the President of Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, since its formation in 2011. Prior to that, Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, which operates full service hotels for member organizations in prime, downtown locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006. Prior to that Ms. Palmer served in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as Senior Vice President, Strategic Marketing of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott's North America and Schweppes USA divisions of Cadbury Beverages, Inc.

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        Ms. Palmer has many years of experience as a senior executive officer in the food industry. Ms. Palmer brings key senior management, leadership, financial and strategic planning, corporate governance and executive compensation experience to our board of directors. Ms. Palmer also has a strong background in brand marketing. Ms. Palmer's retail food industry experience brings a fresh perspective to the board.

        Alfred Poe, 61,64, Director:    Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe previously served on the board of directors of Centerplate, Inc. (AMEX) and State Street Bank (NYSE).

        Mr. Poe has many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boardboards of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors.

Required Vote

        To be elected, each nominee for director must receive the affirmative vote of a pluralitymajority of allthe votes cast with respect to such position as director. Sharesnominee by the holders of the shares of common stock voting in person or by proxy at the annual meeting.

        In February 2013, we amended our bylaws to change the vote standard in uncontested elections of directors from a plurality of the votes cast to a majority of the votes cast. A majority of the votes cast means that the number of votes cast "for" a nominee for director must exceed the number of votes cast "against" that nominee. In contested elections of directors the vote standard will remain a plurality of the votes cast. A contested election is an election in which the number of nominees for director exceeds the number of directors to be elected.

        If a director is not votedelected, the director is required to promptly tender his or her resignation to our board of directors. Our nominating and governance committee will make a recommendation to the board of directors on whether to accept or reject the resignation, or whether other action should be taken. The board of directors will act on the resignation taking into account the recommendation of the nominating and governance committee and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the electiondecisions of the nominating and governance committee or the board of directors (including shares covered by a proxy as to which authority is withheld to vote for all nominees) and shares not voted for any particular nominee (including shares covered by a proxy as to which authority is withheld to vote for only one or less than all of the identified nominees) will not prevent the election of any of the nominees for director.that concern such resignation.

Recommendation of the Board of Directors

        The board of directors recommends that the stockholders vote "FOR" each of the board of directors' nominees set forth in Proposal No. 1.

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PROPOSAL NO. 2—APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO ELIMINATE REFERENCES TO OUR CLASS B
COMMON STOCK AND RENAME OUR CLASS A COMMON STOCK

Introduction

        We are seeking stockholder approval to amend our amended and restated certificate of incorporation to eliminate the 25 million authorized shares of Class B common stock, none of which are currently outstanding, and eliminate all references to the Class B common stock, including but not limited to provisions relating to the rights, preferences and limitations of the Class B common stock, and to rename our Class A common stock as simply our "common stock." Our board of directors has approved these amendments and has directed that it be submitted to stockholders for approval.

Reasons for the Proposed Amendments

        B&G Foods' amended and restated certificate of incorporation currently authorizes 100 million shares of Class A common stock, par value $0.01 per share, and 25 million shares of Class B common stock, par value $0.01 per share. However, in May 2007, in connection with of our initial public offering of Class A common stock as a separately traded security all outstanding shares of our Class B common stock were repurchased for cash or exchanged for shares of our Class A common stock. As a result, there are currently no shares of our Class B common stock outstanding. In addition, B&G Foods currently has no plans or intentions to issue any shares of Class B common stock in the future.

        The board of directors has proposed the amendments because it believes the dual class structure and continuing reference to the Class B common stock in the amended and restated certificate of incorporation is unnecessary, burdensome and potentially confusing to investors and the capital markets. Additionally, our board of directors believes that the amendment to rename the Class A common stock as "common stock" will help eliminate any mistaken belief on the part of the investing public and/or others who report or follow our publicly traded equity securities that we may have another class of common equity.

        The proposed amendments will not change any substantive terms of the Class A common stock or any powers or rights of its holders. B&G Foods' common stock will continue to be listed and trade on the New York Stock Exchange under the symbol "BGS."

        The proposed amendments would amend our amended and restated certificate of incorporation as set forth on Annex A to this proxy statement (proposed additions are indicated by bold underlining and proposed deletions are indicated by overstriking). If our stockholders approve this proposed amendment and Proposal No. 3 set forth below then the amended and restated first paragraph of Section 4 would also take into account the proposed amendment set forth in Proposal No. 3.

Required Vote

        Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock entitled to vote. As a result, abstentions and broker non-votes will have the same effect as negative votes.

Recommendation of the Board of Directors

The board of directors recommends that the stockholders vote "FOR" the proposal to amend our amended and restated certificate of incorporation to eliminate references to the Class B common stock and rename our Class A common stock.

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PROPOSAL NO. 3—APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF CLASS A
COMMON STOCK

Introduction

        We are seeking stockholder approval to amend our amended and restated certificate of incorporation to increase the number of authorized shares of Class A common stock from 100 million to 125 million. Our board of directors has approved this amendment and has directed that it be submitted to stockholders for approval.

Reasons for the Proposed Amendment

        B&G Foods' amended and restated certificate of incorporation currently authorizes 100 million shares of Class A common stock, par value $0.01 per share, and 25 million shares of Class B common stock, par value $0.01 per share.

        As of March 26, 2010, there are 47,618,660 shares of Class A common stock outstanding and no shares of Class B common stock outstanding. In order to support B&G Foods' potential needs for additional equity capital, and provide flexibility to raise the capital necessary to finance potential acquisitions, the board of directors believes that the number of authorized shares of Class A common stock should be increased by 25 million shares to offset the elimination of the 25 million authorized shares of Class B common stock if Proposal No. 2 is approved (which would also result in the Class A common stock being renamed simply "common stock").

        The purpose of this increase is to provide a larger number of additional shares available for general corporate purposes. Uses for these additional shares in the future might include any one or more of the following: stock splits and stock dividends; stock-based acquisitions; raising additional equity capital; stock issued in connection with employee incentives; and other corporate uses.

        By approving this increase now, in advance of any specific need, we believe that we will be able to act in a timely manner when a need does arise or the board believes that it is in the best interests of our company and our stockholders to take action, without the delay and expense that would be required at that time in obtaining stockholder approval of such an increase at a special meeting of stockholders.

        The additional shares of Class A common stock for which authorization is sought would be identical to, and have the same rights and privileges as, the shares of Class A common stock now authorized. Existing stockholders do not have any preemptive rights to purchase any shares of Class A common stock and will not have any such rights in the future. The additional shares may be issued by the board at any time without further stockholder approval unless required by the General Corporation Law of the State of Delaware, New York Stock Exchange rules or our Amended and Restated Certificate of Incorporation. However, even if this proposal is adopted, under existing New York Stock Exchange Rules, B&G Foods will be required to obtain stockholder approval prior to the issuance of authorized stock, in certain circumstances, including if (1) the issuance would result in a change of control, (2) greater than 20% of the Company' common stock or voting power outstanding prior to the issuance of shares is issued, and (3) if shares are issued pursuant to a new or amended employee compensation plan that has not been approved by our stockholders. The stockholder approval requirement does not apply to any public offering for cash or to any bona fide private financing involving a sale of common stock for cash at a purchase price or conversion or exercise price at least as great as both the book and market value of the common stock.

        Our board does not intend to issue any shares of Class A common stock except for purposes and on terms that the board believes to be in the best interests of the stockholders and our company. However, the availability of additional authorized shares for issuance could render more difficult or

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discourage attempts to obtain control of our company. Depending on the purpose and terms of issuance at the time, any future issuance of shares of Class A common stock might or might not have a dilutive effect on our stockholders at that time.

        The proposed amendment would amend and restate the first paragraph of Section 4 of our amended and restated certificate of incorporation. If our stockholders approve this proposed amendment, which is contingent upon the approval of Proposal No. 2, then the amended and restated first paragraph of Section 4 would also take into account the proposed amendments set forth in Proposal No. 2 and read as set forth in Annex A to this proxy statement (proposed additions are indicated by bold underlining and proposed deletions are indicated by overstriking).

Required Vote

        Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock entitled to vote. As a result, abstentions and broker non-votes will have the same effect as negative votes. Adoption of this proposal is contingent upon the approval of the Proposal No. 2 to eliminate our Class B common stock.

Recommendation of the Board of Directors

The board of directors recommends that the stockholders vote "FOR" the adoption of the amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of Class A common stock.

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OUR MANAGEMENT

Executive Officers and Directors

        Our executive officers and directors, their agespositions and their positionsages as of March 26, 2010,28, 2013, are as set forth in the table below. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified. Our executive officers serve at the discretion of the board of directors.

        For a description of the business experience of Messrs. Sherrill, Wenner, Cantwell, Chambers,Marcy, Mullen and Poe and Ms.Mss. Jamison and Palmer, see "Proposal No. 1—Election of Directors."

        James H. Brown, Executive Vice President of Manufacturing.    Jim Brown is our Executive Vice President of Manufacturing and has over 30 years of experience in manufacturing with our company and Polaner. Mr. Brown has been responsible for all manufacturing at our Roseland facility since 1981. In 1994, he assumed responsibility for our company's other manufacturing facilities. Prior to joining Polaner in 1972, Mr. Brown worked at Kraft Foods for two years as a project engineer and spent four years in the U.S. Navy. Mr. Brown has announced that he will retire in July 2010. Mr. Brown is assisting in the transfer of his responsibilities to Mr. Herbes.

        William F. Herbes, Executive Vice President of Operations.    Bill Herbes is Executive Vice President of Operations, of B&G Foods, a position he has held since August 2009. Upon joining B&G Foods, Mr. Herbes assumed responsibilityis responsible for the supply chain portion of B&G Foods'our operations department, including all logistics,manufacturing, distribution, supply chain, purchasing and planning functions, and co-packer manufacturing. In light of Mr. Brown's scheduled retirement, Mr. Herbes has also begun to assume responsibility for B&G Foods' internal manufacturing operations.functions. Prior to joining B&G Foods, Mr. Herbes gained twenty-four24 years experience in operations and supply chain management at Warner Lambert and its successor companies, Pfizer and Cadbury Schweppes. Most recently, Mr. Herbes served as Senior Vice President, Global Supply Chain at Cadbury Schweppes and also worked with leading consumer packaged goods companies as an independent consultant.

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        Vanessa E. Maskal, Executive Vice President of Sales and Marketing.    Vanessa Maskal is our Executive Vice President of Sales and Marketing. Ms. Maskal first joined B&G Foods in 1999 as Senior Brand Manager and after a brief hiatus returned to the Companycompany in 2003 as Director of Direct Store Delivery Sales. Ms. Maskal was promoted to Executive Vice President of Sales in November 2006. Ms. Maskal assumed responsibility for marketing in October 2008. Prior to joining B&G Foods, Ms. Maskal held senior positions at IBC Inc., Drake Bakeries and Whatman Inc.

        William H. Wright, Executive Vice President of Quality Assurance and Research & Development.    William Wright was promoted tois Executive Vice President of Quality Assurance and Research & Development, ina position he has held since February 2010. Mr. Wright joined B&G Foods in 1998 as Vice President of Quality Assurance and Research & Development and also assumed responsibility for Consumer Affairs. Prior to joining B&G Foods, Mr. Wright accumulated thirty30 years of supervision and management experience in maintenance, manufacturing and operations at Johnson & Johnson and as a plant manager at First Quality Products.

        Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer.    Scott Lerner is our Executive Vice President, General Counsel, Secretary and Chief Compliance Officer. Mr. Lerner joined our company in 2005 fromas Vice President, General Counsel and Secretary. In 2006, Mr. Lerner was promoted to Executive Vice President and in 2009 he was given the international law firm Dechert LLP, where headded responsibility of being our Chief Compliance Officer, a then newly created position. From 1997 to 2005, Mr. Lerner was an associate in the corporate and& securities and mergers and& acquisitions practice groups from 1997 to 2005. Mr. Lerner earned a Bachelor of Science degree in Business Management from Cornell University and a Juris Doctor degree fromat the University of Pennsylvania Law School.international law firm Dechert LLP.

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COMPENSATION DISCUSSION AND ANALYSIS

        The following Compensation Discussion and Analysis contains statements regarding historical and future company performance targets or goals. We have disclosed these targets or goals in the limited context of B&G Foods' compensation programs and they should not be understood to be statements of management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Introduction

        In the paragraphs that follow, we will give an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Following this section you will find a series of tables containing specific information about the compensation earned or paid in fiscal 20092012 to our chief executive officer, chief financial officer, and our next three most highly compensated executive officers other than our chief executive officer and chief financial officer who were serving as such at the end of fiscal 2009.officers. Throughout this proxy statement we refer to these individuals as our "named executive officers."

The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Executive Summary

        The primary objective of our executive compensation program is to provide compensation designed to:

•

attract, motivate and retain executive officers of outstanding ability and potential;



•

reinforce the execution of our business strategy and the achievement of our business objectives; and



•

align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value.

        The compensation committee aims to provide incentives for superior performance in a given year and over a sustained period by paying fair, reasonable and competitive compensation, and by basing a significant portion of our target compensation package upon achieving that performance (i.e., "pay for performance").

        We also aim for simplicity in our compensation program so that it is easy for our employees and our stockholders to understand the various components of our compensation program and the incentives designed to drive company performance. The three primary components of our executive compensation program are base salary, annual cash bonus and equity-based performance share long-term incentive awards.

        We believe that the compensation program has been instrumental in helping the company achieve strong financial performance and shareholder value in 2012 as evidenced by the following:

•

Net sales increased to $633.8 million, an increase of 16.5% over prior year;



•

Net income increased to $59.3 million, an increase of 17.9% over prior year;



•

Diluted earnings per share increased to $1.20, an increase of 15.4% over prior year;



•

Adjusted EBITDA⁽¹⁾ increased to $169.0 million, an increase of 28.9% over prior year;

(1)

Adjusted EBITDA is a "non-GAAP (Generally Accepted Accounting Principles) financial measure." Please see the discussion within the footnotes to Item 6, "Selected Financial Data" in our Annual Report on Form 10-K filed with the SEC on February 26, 2013 for a more detailed discussion of adjusted EBTIDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measure for fiscal 2012, along with the components of adjusted EBITDA.

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•

Our market capitalization increased to $1.5 billion at year end, an increase of 26.4% over prior year;



•

Total stockholder return (assuming reinvestment of dividends) over the prior 1-, 2- and 3-year periods was 24.7%, 128.3% and 262.5% respectively; and



•

We were able to announce two quarterly dividend increases during fiscal 2012, which collectively increased the dividend from $0.23 to $0.29 per share, a 26.1% increase.

Results of 2012's "Say on Pay" Vote

        At B&G Foods' annual meeting of stockholders held on May 15, 2012, the stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2012 proxy statement by greater than 95% of the votes cast. The current compensation program and policies do not deviate in any material way from those approved at last year's annual meeting of the stockholders.

Role of the Compensation Committee

        The compensation committee of our board of directors is responsible for setting and administering the policies that govern salary, annual bonus, long-term incentive programs and other compensation and benefits for our executive officers. The compensation committee oversees various executive and employee compensation plans and programs, and it has responsibility for continually monitoring these plans and programs to ensure that they adhere to our company's compensation philosophy and objectives. Our compensation committee determines the appropriate compensation levels of executives, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for officers and employees. Our compensation committee ensures that the total compensation paid to our named executive officers is fair, reasonable and competitive, and that a significant portion of the total compensation is tied to our company's annual and long-term performance.

        The compensation committee's charter reflects the above-mentioned responsibilities, and the compensation committee and the board of directors periodically review and revise the charter. The compensation committee currently consists of three directors, each of whom was determined by our company's board of directors to be "independent" as defined by the listing standards of the New York Stock Exchange. No member of the compensation committee is a current or former officer or employee of our company. Mr. Poe, the chairman of our compensation committee, reports on compensation committee actions and recommendations from time to time at each board meetings.meeting.

        The compensation committee has the authority to engage the services of outside advisers, experts and others to assist the compensation committee. During fiscal 2007committee, and early fiscal 2008, the compensation committee engaged Hewitt Associates, an outside global human resources consulting firm,believes that it is important to review our company's executive compensation and incentive programs. The compensation committee conducted numerous teleconferences with the consultant during the course of reviewing our company's existing executive compensation scheme and structuring our long-term incentive compensation program. During the latter part of fiscal 2008, the compensation committee again engaged Hewitt Associatesdo so from time to prepare a peer group compensation survey prior to setting fiscal 2009 compensation for our executive officers. Hewitt did not perform any non-executive compensation consulting services for our company during the last fiscal year or during any other year.

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Compensation Objectives

        The primary objective of our executive compensation program is to provide compensation that is designed to:

•

attract, motivate and retain executive officers of outstanding ability and potential;



•

reinforce the outstanding execution of our business strategy and the achievement of our business objectives; and



•

align the interests of our executive officers with the interests of our security holders, with the ultimate objective of improving stockholder value.

The compensation committee aims to provide incentives for superior performance in a given year and over a sustained period by paying fair, reasonable and competitive compensation, and by basing a significant portion of compensation upon achieving that performance (i.e., "pay for performance").time. See "Peer Group Surveys" below.

Role of our Chief Executive Officer in Compensation Decisions

        Regarding most compensation matters, including executive and director compensation and our annual and long-term incentive plans, our chief executive officer provides recommendations to the compensation committee; however, the compensation committee does not delegate any of its functions to others in setting compensation for our named executive officers and directors.

        The compensation committee makes all compensation decisions for the named executive officers. The compensation committee annually evaluates the performance of, and determines the compensation of, our chief executive officer based upon a combination of the achievement of corporate goals and individual performance. The compensation committee bases its evaluation in large part upon the annual evaluation of our chief executive officer performed by our nominating and governance committee, which is the committee that has primary responsibility for evaluating the performance of our chief executive officer. As part of its performance review process, the nominating and governance committee

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solicits the input of the full board of directors. Our chief executive officer annually reviews the performance of each namedthe other executive officer other than himself.officers. The conclusions reached by our chief executive officer and recommendations based on these reviews, including with respect to salary adjustments and incentive plan award amounts for the other executive officers, are presented to the compensation committee. The compensation committee then exercises its discretion in modifying any recommended adjustments or awards. The chief executive officer does not participate in the decision making regarding his own compensation and is not present when his compensation is discussed. Our compensation committee then reports the compensation decisions it has made with respect to our chief executive officer and each of the other named executive officers to the board of directors.

Peer Group SurveySurveys

        Our compensation committee does not use surveys of compensation paid to similar executives in order to determine annual and long-term compensation for our named executive officers. However, in light of the compensation objectives described above, the compensation committee does from time to time review peer group surveys as an independent measure to ensure that the compensation being set is fair, reasonable and competitive. Prior to setting

        During fiscal 2009 executive compensation,2011, the compensation committee engaged Hewitt AssociatesMeridian Compensation Partners, an independent executive compensation consulting firm, outside global human resources consulting firm, to prepare a peer group compensation survey based upon publicly available information.information prior to setting fiscal 2012 compensation for our executive officers. Meridian Compensation Partners did not perform any non-executive compensation consulting services for our company during the last fiscal year or during any other year.

        The peer group included the following companies:companies listed below. The compensation committee did not review a peer group survey prior to setting fiscal 2013 compensation.

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Components of Executive Compensation

        The        Consistent with itspay for performance philosophy, the compensation committee believes that it is important to place a greater percentage of executives' and senior managers' compensation at risk than that of non-executives and non-senior managers by tying executives' and senior managers' compensation directly to the performance of B&G Foods. Accordingly, as set forth in the charts below a significant portion of executive and senior management compensation consists primarily of an annual salary, annual bonusbonuses and long-term incentives linked to the performance of the company.

Base Salaries

        We have entered into employment agreements with all of our named executive officers. The current base salaries for our named executive officers are set forth below in the footnotes to the summary compensation table. For each of these executive officers, including our chief executive officer, the executive officer's base salary is subject to annual increase at the discretion of the compensation committee. Adjustments to base salary are based upon the executive officer's past performance, expected future contributions, and scope and nature of responsibilities, including changes in

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responsibilities. As discussed above, the compensation committee also from time to time reviews peer group surveys as an independent measure to ensure that any adjustments are fair, reasonable and competitive.

Performance-Based Awards

        In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive officers' compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and beginning in 2008, long-term incentive equity awards. The compensation committee's philosophy is that if our performance exceeds our internal targets and budgets, named executive officers can expect the level of their compensation to reflect that achievement. On the other hand, if our financial performance falls below these expectations, our approach is that named executive officers can expect their compensation to be adversely affected.

        Our incentive award programs each use one of the two performance measures listed below:

•

Adjusted EBITDA.  Historically, the compensation committee has chosen adjusted EBITDA (which we define as net income before net interest expense, income taxes, depreciation and amortization, and loss on extinguishment of debt (EBITDA), as adjusted for certain other items)items, including acquisition-related transaction costs) as the target performance objective for the payment of awards under our annual bonus plan.

The compensation committee has selected adjusted EBITDA as the relevant company goal because the compensation committee believes that adjusted EBITDA growth most closely reflects operating performance and is consistent with the overall goals and long-term strategic direction that the board of directors has set for our company. Further, adjusted EBITDA growth is closely related to or reflective of our company's financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry.

•

Excess Cash.  Our compensation committee has chosen "excess cash" as the measure for determining performance share long-term incentive awards under the 2008 Omnibus Incentive Compensation Plan (which we refer to in this proxy statement as the 2008 Omnibus Plan).Plan. Excess cash is calculated as adjusted EBITDA before taking into account accruals for any

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long-term equity incentive awards and other stock-based compensation, (which is substantially equivalent to the term "consolidated cash flow," as defined in our senior notes indenture and under the terms of our credit facility (which we refer to collectively in this proxy statement as our "financing agreements"), minus the sum of cash interest payments, cash income tax payments, capital expenditures, dividends paid and dividends paid.payments for tax withholding on behalf of employees for net share withholding. Excess cash as we define it for purposes of our incentive awards differs from the definition of the term in our financing agreements because, as used for purposes of our incentive awards, excess cash is reduced by the amount of dividends we pay but excludes the impact of certain debt repayments. We believe that excess cash is an important measure in analyzing our liquidity, and strengthincluding our ability to continue returning an above-average dividend to our stockholders, and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows.

Beginning with the 2010 to 2012 performance share long-term incentive awards, the compensation committee has re-defined "dividends paid" to effectively eliminate any positive or negative effect of any increases or decreases in the dividend rate from the currentdividend rate of $0.68 per share per annum.in effect at the time the excess cash performance goal is set. The compensation committee believes that

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the achievement of the excess cash performance goals should not be made harder for management to achieve in the event the board of directors decides to increase the current dividend rate and likewise should not be made easier for management to achieve in the event the board of directors decides to reduce the current dividend rate.

        Adjusted EBITDA and excess cash targets for a given year are determined by the compensation committee based upon recommendations from and discussions with management, a review of current economic conditions and recent acquisition activity. Factors used by the compensation committee in setting adjusted EBITDA and excess cash targets include, among others, the following:

•

reasonable growth expectations taking into account a variety of circumstances faced by our company;



•

market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and



•

prior fiscal year adjusted EBITDA and excess cash.

        Neither adjusted EBITDA nor excess cash is a term defined under U.S. generally accepted accounting principles (GAAP).

        After the compensation committee reviews the final full year financial results of our company, the compensation committee approves performance based awards for completed performance periods. Performance based awards are generally paid in cash or stock, as applicable, in February.

Annual Bonus Plan

        The compensation committee believes that a portion of an executive officer's compensation should be tied to the achievement of the company's performance goals in the form of an annual non-equity incentive cash bonus, in order to reward individual performance and overall company success. B&G Food'sFoods' annual bonus plan provides for annual cash incentive awards to be made to our executive officers and senior managers upon our company's attainment of pre-set annual financial objectives. As discussed above, the compensation committee has historically chosen adjusted EBITDA as the financial objectiveobjectives. However, no annual bonuses are paid unless excess cash for the annual bonus plan.fiscal year is positive. Adjusted EBITDA targets under the annual bonus plan may be reset periodically within a fiscal year by the compensation committee to take into account acquisitions and other unplanned events. Executives generally must be employed on the last day of a plan year to receive an annual bonus award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the executive's promotion, demotion, death or retirement.

        The amount of the annual award to each executive is based upon a percentage of the executive's or senior manager's annualized base salary, with such percentage varying depending upon the level of adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives. Afterobjectives as set forth in the table below. Beginning with the 2012 annual bonus plan, the compensation committee reviewssignificantly increased the final full year fiscal resultslevel of our company,difficulty to achieve the compensationthreshold, target and maximum performance objectives. In recognition of the increased performance expectations, the committee approves the total bonuses to be awarded. Bonus awards are generally paid in cash in a lump sum in February or March. Executives generally must bealso

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employed on the last day of a plan year to receive an award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the executive's promotion or demotion, death or retirement.

        In accordance with each of their respective employment agreements, each named executive officer is eligible to earn an annual bonus in amounts ranging up to 100% of his base salary at year end with respect to our chief executive officer and up to 70% of his base salary at year end with respect to each of the other named executive officers, if respective threshold, target or maximum performance objectives are met.

        Adjusted EBITDA must exceed a certain threshold amount to permit any payment of annual bonuses. Atincreased the target adjusted EBITDA, each participant receivesbonus award from 50% of a full bonus and at the maximum adjusted EBITDA objective, each participant receivesto 85% of a full bonus. The maximum bonus award as a percentage of salary has not been increased.

        The fiscal 20092012 adjusted EBITDA threshold, target and maximum performance objectives were $92.9$162.3 million, $96.7$167.3 million and $98.6 million (in each caseafter giving effect to the accrual for the 2009 annual bonus plan butbefore giving effect to accruals for long-term incentive awards). For sake of comparison, our fiscal 2008 adjusted EBTIDAafter giving effect to the accrual for the 2009 annual bonus plan butbefore giving effect to accruals for long-term incentive awards) was $90.3$172.3 million. Our company's fiscal 20092012 adjusted EBITDA of $107.4$169.0 million was abovebetween the target and maximum adjusted EBITDA objective of $98.6 million (in each caseafter giving effect to the accrual for the 2009 annual bonus plan butbefore giving effect to accruals for long-term incentive awards).objective. Therefore, as reflected in the footnote to the non-equity incentive plan compensation column in the summary compensation table below, the named executive officers received 90% of full bonus awards under the annual bonus plan for fiscal 2009.

        For fiscal 2010, the compensation committee has set adjusted EBITDA threshold, target and maximum performance objectives of $101.2 million, $103.0 million and $106.7 million (in each caseafter giving effect to the accrual for the 2010 annual bonus plan andafter giving effect to accruals for long-term incentive awards). Adjusted EBITDA for fiscal 2009 (after giving effect to the accrual for the 2009 annual bonus plan andafter giving effect to accruals for long-term incentive awards) was $103.0 million.2012.

Long-Term Incentive Compensation

        2008 Omnibus Incentive Compensation Plan.    In June 2007, the compensation committee retained Hewitt Associates to review our executive compensation program, including to offer suggestions for structuring        Our long-term incentive compensation in orderprogram is designed to promote B&G Foods' continued growtha balanced focus on driving performance, retaining talent and enhanced stockholder value. Uponaligning the recommendationinterests of our compensation committee,executives with those of our board of directors on March 10, 2008 adopted the B&G Foods, Inc. 2008 Omnibus Incentive Compensation Plan, which we refer to as the 2008 Omnibus Plan, subject to stockholder approval. Our stockholders approved the 2008 Omnibus Plan at our annual meeting on May 6, 2008.

other stockholders. The 2008 Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. Subject to adjustment as provided in the plan, the total number of shares of Class A common stock available for awards under the plan is 2,000,000. At4,500,000. As of the annual meeting, we are seeking stockholder approval to increase the total numberdate of this proxy statement, 1,577,976 shares availableof common stock have been issued under the plan from 2,000,000 to 4,500,000. See Proposal No. 4and 2,922,024 shares remain available for more details, including the rationale for the increase.issuance.

        Performance Share Awards.    On March 10,Beginning in 2008, theour compensation committee granted 2008, 2008 to 2009 and 2008 to 2010has made annual grants of performance share long-term incentive awards (LTIAs) to our named executive officers and certain other members of senior management. These awards were granted subject

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to stockholder approval of the 2008 Omnibus Plan, which was received on May 6, 2008. On February 26, 2009 and March 2, 2010, the compensation committee granted 2009 to 2011 LTIAs and 2010 to 2012 LTIAs to our named executive officers and certain other members of senior management.

The LTIAs entitle the participantparticipants to earn shares of Class A common stock upon the attainment of certain performance goals over the applicable performance period. The compensation committee intendsLTIAs currently have three-year cumulative performance periods.

        The awards are settled in shares of common stock based upon our performance over the applicable performance period. The performance metric for the LTIAs to have three-year performance periods. However, in order to phase in the program, the 2008 LTIAs had a one year performance period and the 2008 to 2009 LTIAs had a two-year cumulative performance period.is "excess cash" (as defined above). The 2008 to 2010 LTIAs, 2009 to 2011 LTIAs and 2010 to 2012 LTIAs each have a three-year cumulativethreshold, target and maximum payout. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (300% of the target number of shares) may be earned. No shares are earned if the performance threshold is not met. Beginning with the 2012 to 2014 LTIAs granted in February 2012, the compensation committee reduced the maximum number of shares that may be earned from 300% of the target number of shares to 200% of the target number of shares.

        The compensation committee believes that the performance share LTIAs align the interests of our named executive officers with the interests of our stockholders because the number of shares earned is tied to the achievement of the company's long-term financial goals. In addition, the potential value of those shares if and when issued at the end of the performance period will depend on the price of our common stock at the end of the performance period.

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        The number of shares that may be earned by each executive officer and senior manager is based upon a percentage of his or her base salary. For each of our named executive officers, the grant date fair market value of the number of shares that may be earned upon satisfaction of the threshold, target and maximum performance objectives are equal to the following percentages of annualized base salary:

        Because the number of shares that may be earned by each participant from threshold to maximum is determined at the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants.

        For example, for any given three-year LTIA performance period, it is intended that our chief executive officer will receive an award at the end of the applicable three-year performance period with a value equal to 100% of his or her base salary at of the beginning of the performance periodif we meet our target excess cash objective for the three-year performance period. However, if over the three-year performance period we meet the performance objective at the target level but our stock price decreases by 50% over that three-year period, the value of the award decreases by 50% as compared to the grant date value. Likewise, if over that three-year performance period we meet the performance objective at the target level but our stock price increases by 50% over that three-year period, the value of the award increases by 50% as compared to the grant date value.

        Performance Objectives for the Performance Period Ending in Fiscal 2012.    Fiscal 2012 was the third and final year of the 2010 to 2012 LTIA performance period. As reflected in the table below actual cumulative excess cash (as defined above) for fiscal 2010 to 2012 exceeded the maximum performance objective. As a result, shares of common stock were earned at the maximum level and were issued to all eligible plan participants, including the named executive officers, in February 2013. A summary of the shares of common stock awarded to the named executive officers, the value realized on vesting of those awards, the number of shares withheld to cover withholding taxes and the net number of shares received can be found in the "Option Exercises and Stock Vested for Fiscal 2012" table on pages 32 to 33.

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        Performance Objectives for Performance Periods Ending after Fiscal 2012.    The compensation committee established the following objectives for LTIAs covering performance periods ending after fiscal 2012:

        Shares of common stock in respect of the 2011 to 2013 LTIAs, 2012 to 2014 LTIAs and 2013 to 2015 LTIAs will be issued in February 2014, 2015 and 2016, respectively, in each case subject to the performance goals for the applicable performance period being certified by our compensation committee as having been achieved.

        In general, participants must remain an employee of B&G Foods until the end of the applicable performance period in order to be entitled to any payment pursuant to LTIAs, except that in the case of separation from service due to termination without cause, retirement at age 62 or older, or death or disability, then after the performance period, the participant (or in the event of death, his or her estate) will be entitled to a pro rata portion of the number of performance shares, if any, the participant would have received had the participant remained employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the participant was employed as compared to the total number of months in the performance period. Also, in the case of a change of control (as defined in the 2008 Omnibus Plan) during a performance period, LTIAs will terminate. However, upon the change in control, participants will be entitled to receive a pro rata portion of the shares of Class A common stock with respect to the target number of performance shares covered by the LTIAs without regard to the extent to which the performance conditions have been satisfied. The pro rata portion will be based upon the number of full months in the applicable performance period preceding the change in control as compared to the number of months in the performance period.

        After the compensation committee reviews the final full year fiscal results of our company, the compensation committee approves the total number of shares of Class A common stock to be issued in respect of the LTIAs. LTIAs are paid in shares of Class A common stock in February or March. The awards are settled based upon our performance over the applicable performance period. The applicable performance metric is "excess cash" (as defined above). The LTIAs, each have a threshold, target and maximum payout. If our performance fails to meet the performance threshold, then the awards will not vest and no shares will be issued pursuant to the awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares, except as noted below for the 2008 LTIAs) up to the maximum amount (300% of the target number of shares) may be earned. No shares are earned if the performance threshold is not met.

        The number of shares for each executive and senior manager is based upon a percentage of the executive's or senior manager's annualized base salary. For each of our named executive officer's the grant date fair market value of the number of shares that may be earned upon satisfaction of the

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threshold, target and maximum performance objectives are equal to the following percentages of annualized base salary:

        The compensation committee established the following objectives for LTIAs covering performance periods ending in fiscal 2009 or later:

        Cumulative excess cash (as defined above) for fiscal 2008 to 2009 was $22,719,758. As a result, shares of Class A common stock in respect of the 2008 to 2009 LTIAs were earned at the level of 292% of target. Our compensation committee has certified the achievement of the performance goals at that level and the shares of Class A common stock were issued to the plan participants, including the named executive officers, in March 2010.

        Shares of Class A common stock in respect of the 2008 to 2010 LTIAs, 2009 to 2011 LTIAs and 2010 to 2012 LTIAs will be issued in March 2011, March 2012 and March 2013, respectively, in each case subject to the performance goals for the applicable performance period being certified by our compensation committee as having been achieved.

        Because the LTIAs are subject to three-year performance periods (except in the case of the phase-in awards, which were subject to one and two-year performance periods), multiple LTIAs are outstanding simultaneously. As a result, Class A common stock payouts in any one particular year may not be fully consistent with performance achieved during that fiscal year because payment is as a result of performance over a three-year period.

        In addition, the "stock awards" column in the summary compensation table sets forth, for a given year, the aggregate grant date fair value of performance share LTIAs granted in that year computed in accordance with FASB ASC Topic 718 based upon the probable outcome (as of the grant date) of the applicable performance conditions. The amounts reported in the "stock awards" column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. The amounts listed in the "stock awards" column do not reflect the value of Class A common stock actually received by the named executive officers, whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned.

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Other Compensation and Benefits

        Benefits offered to executive officers serve a different purpose than do the other elements of total compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with our company. Benefits offered to executive officers are the same as those offered to the general employee population, except for the automobile allowance or automobile lease provided to the executive officers.

        Executive officers are entitled to participate in the company's defined benefit pension plan. In addition, under the company's 401(k) plan, B&G Foods makes a 50% matching contribution with respect to each participant's elective contributions, up to six percent of such participant's compensation (provided that for fiscal 2009,2012, matching contributions were based only on the first $245,000$250,000 of such participant's compensation). Matching contributions become fully vested after five years of employment with the company.

Executive Severance and Change in Control Severance Benefits

        For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the triggers for payments, see "Management Employment Agreements—Severance Benefits" below.

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Chief Executive Officer Compensation

        The compensation committee remains responsible for reviewing and approving the corporate goals and objectives relevant to our chief executive officer's compensation and evaluating our chief executive officer's performance in light of those goals and objectives. Mr. Wenner has served as our President and Chief Executive Officer since March 1993. Mr. Wenner's compensation during fiscal 20092012 was based upon his employment agreement and the other factors set forth above under "Components of Executive Compensation." The compensation committee also took into consideration the compensation of chief executive officers in the peer group described above as an independent measure of the fairness, reasonableness and competitiveness of Mr. Wenner's compensation.

Accounting and Tax Considerations

        Financial reporting and income tax consequences to our company of individual compensation elements are important considerations for our compensation committee when it is analyzing the overall level of compensation and the mix of compensation. Overall, the compensation committee seeks to balance its objective of ensuring a fair, reasonable and competitive compensation package for our named executive officers with the need to insureensure the deductibility of compensation—while ensuring an appropriate and transparent impact on reported earnings and other closely followed financial measures.

        Section 162(m) of the Internal Revenue Code of 1986, as amended limits the deduction that may be claimed by a public company for compensation paid to certain of our executive officers to $1 million except to the extent that any excess compensation is "performance-based compensation.compensation," Through fiscal 2009, Section 162(m) has not affected our tax deductions, andas defined by the compensation committee believes that, at the present time, it is unlikely that the compensation paid to any of our employees in a taxable year that is subject to the deduction limit will exceed $1 million. The compensation committee intends to continue to evaluate the effects of the statute and any applicable regulations.Code. To the extent that it is practicable and consistent with our company's executive compensation philosophy, the compensation committee intends to design our executive compensation policy to maximize the deductibility of such compensation under Section 162(m). However, if compliance with Section 162(m) conflicts with the compensation philosophy, or is determined not to be in the best interest of our stockholders or the amount of the loss of deductibility is deemed to be not material, the compensation committee will abide by its compensation philosophy even if it results in a loss of deductibility. Through fiscal 2012, Section 162(m) has not materially affected our tax deductions, and the compensation committee believes that, at the present time, it is unlikely that compensation paid to any of our executive officers in a taxable year that is subject to the deduction limit will exceed $1 million to an extent that would materially affect our tax deductions.

Executive Compensation Clawback Policy

        B&G Foods does not currently have an executive compensation clawback policy. However, the compensation committee plans to adopt a clawback policy after the SEC issues final rules implementing the clawback provisions set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act. As of the date of this proxy statement, the SEC has not yet made a preliminary or final rule proposal.

Stock Ownership Guidelines

        In February 2012, our board of directors adopted stock ownership guidelines for our non-employee directors to further align the interests of our non-employee directors with the interests of our stockholders. Each non-employee director is required to own our common stock in an amount equal to three times his or her annual cash retainer. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there is a significant decline in our stock price that causes a non-employee director's holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. Our nominating and governance committee plans to review these guidelines on an annual basis.

        Although, our company does not currently have stock ownership guidelines for our executive officers, we encourage all of our executive officers to hold a significant amount of company stock and

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promote this goal through our long-term incentive awards. At this time, given the significant amount of company stock held by our executive officers and the nature of our long-term incentive awards, which increase or decrease in value during each performance period as our stock price increases or decreases, we believe that the interests of our executives are properly aligned with those of our other stockholders. If over time this situation changes, our board of directors will reevaluate the need for stock ownership guidelines. The table below illustrates the significant stock ownership of our named executive officers.

Anti-Hedging Policy

        To prevent speculation or hedging, our insider trading policy prohibits our named executive officers (and our directors and all other employees) from engaging in short sales of our company's stock. Company policy also prohibits our directors, executive officers and certain other employees from purchasing or selling any financial instrument that is designed to hedge or offset any decrease in the market value of our company's stock, including prepaid variable forward contracts, equity swaps, collars and other derivative securities that are directly linked to our company's stock. All other employees are discouraged from entering into hedging transactions related to company stock. In addition, our insider trading policy prohibits all directors, executive officers and all other employees from purchasing company securities on margin, holding company securities in a margin account or pledging company securities.

Compensation Committee Interlocks and Insider Participation

        No member of the compensation committee is now, or was during fiscal 2009 was2012 or at any time prior thereto, an officer or employee of our company or any of our subsidiaries, or was formerly an officer of our company or any of our subsidiaries. In addition, no member of the compensation committee had any other relationship with the company that requireswould require disclosure under Item 407(e)(4)the applicable rules of Regulation S-K.the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of our company currently serves or has served in the past on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our board of directors or compensation committee.

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REPORT OF THE COMPENSATION COMMITTEE

        The compensation committee of the board of directors of B&G Foods has reviewed and discussed the foregoing Compensation Discussion and Analysis and discussed that analysis with management. Based on itsthis review and discussions with management,discussion, the committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by referenced into the company's Annual Report on Form 10-K for fiscal 2009 and the company's 2010 proxy statement.2012. This report is provided by the following independent directors, who comprise the committee.

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal 2009, 20082012, 2011 and 20072010 paid to our named executive officers.

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The following table describes each component of the "all other compensation" column.