As filed with the Securities and Exchange Commission on May 21, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 16, 2013
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | | 001-32316 | | 13-3918742 |
(State or Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
Four Gatehall Drive, Parsippany, New Jersey | | 07054 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (973) 401-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
B&G Foods’ annual meeting of stockholders was held on May 16, 2013. The matters voted upon and the results of the voting were as follows:
Proposal No. 1: The stockholders elected eight directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.
Director Nominee | | For | | Against | | Abstain | | Broker Non-
Votes | |
| | | | | | | | | |
Robert C. Cantwell | | 30,329,213 | | 2,662,202 | | 113,396 | | 15,578,194 | |
| | | | | | | | | |
Cynthia T. Jamison | | 32,233,956 | | 758,403 | | 112,452 | | 15,578,194 | |
| | | | | | | | | |
Charles F. Marcy | | 32,247,697 | | 743,146 | | 113,968 | | 15,578,194 | |
| | | | | | | | | |
Dennis Mullen | | 32,839,463 | | 146,318 | | 119,030 | | 15,578,194 | |
| | | | | | | | | |
Cheryl M. Palmer | | 32,827,504 | | 161,685 | | 115,632 | | 15,578,194 | |
| | | | | | | | | |
Alfred Poe | | 31,087,499 | | 1,904,035 | | 113,277 | | 15,578,194 | |
| | | | | | | | | |
Steven C. Sherrill | | 31,705,222 | | 1,286,866 | | 112,723 | | 15,578,194 | |
| | | | | | | | | |
David L. Wenner | | 31,691,622 | | 1,299,696 | | 113,493 | | 15,578,194 | |
Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2013 annual meeting proxy statement.
For | | Against | | Abstain | | Broker Non-Votes | |
30,335,307 | | 2,537,026 | | 232,478 | | 15,578,194 | |
Proposal No. 3: The stockholders re-approved the material terms of the performance goals in our 2008 Omnibus Incentive Compensation Plan.
For | | Against | | Abstain | | Broker Non-Votes | |
31,753,294 | | 1,110,844 | | 240,673 | | 15,578,194 | |
Proposal No. 4: The stockholders approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013 (fiscal 2013).
For | | Against | | Abstain | | Broker Non-Votes | |
46,780,343 | | 1,630,166 | | 272,496 | | — | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B&G FOODS, INC. |
| |
| |
Dated: May 21, 2013 | By: | /s/ Scott E. Lerner |
| | Scott E. Lerner |
| | Executive Vice President, |
| | General Counsel and Secretary |
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