As filed with the Securities and Exchange Commission on May 23, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 17, 2023

	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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BGS	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of B&G Foods held on May 17, 2023, our stockholders approved an amendment to our Omnibus Incentive Compensation Plan (which we refer to in this report as the Omnibus Plan). Upon the recommendation of our compensation committee, our board of directors had previously adopted the amendment to our Omnibus Plan, subject to stockholder approval. The amendment increases the number of shares of common stock available for grant under the plan by 5,000,000.

The Omnibus Plan is described in Proposal No. 5 in our proxy statement for the 2023 annual meeting of stockholders filed with the SEC on March 30, 2023. The descriptions of the Omnibus Plan contained in this report and in the proxy statement are qualified in their entirety by reference to the full text of the Omnibus Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07.        Submission of Matters to a Vote of Security Holders.

B&G Foods’ annual meeting of stockholders was held on May 17, 2023. The matters voted upon and the results of the voting were as follows:

Proposal No. 1: The stockholders elected ten directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

Director Nominee	For		Against		Abstain		Broker Non-Votes
DeAnn L. Brunts		35,534,493		2,235,455		263,736		18,723,686
Debra Martin Chase		34,626,324		3,145,856		261,504		18,723,686
Kenneth C. Keller		35,198,760		2,543,955		290,970		18,723,686
Charles F. Marcy		34,202,614		3,565,711		265,360		18,723,686
Robert D. Mills		35,742,642		2,026,977		264,066		18,723,686
Dennis M. Mullen		29,709,836		8,056,588		267,260		18,723,686
Cheryl M. Palmer		34,791,571		2,979,609		262,504		18,723,686
Alfred Poe		34,402,489		3,357,860		273,336		18,723,686
Stephen C. Sherrill		34,396,629		3,355,055		282,000		18,723,686
David L. Wenner		35,044,125		2,727,324		262,236		18,723,686

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2023 annual meeting proxy statement.

For	Against		Abstain		Broker Non-Votes
33,988,414		3,411,550		633,720		18,723,686

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Proposal No. 3: The stockholders approved, on an advisory basis, having an advisory vote on named executive officer compensation every year.

1 Year	2 Years		3 Years		Abstain		Broker Non-Votes
35,929,841		435,610		1,332,117		336,116		18,723,686

In accordance with the board of directors’ recommendation and the voting results on this advisory proposal, the board has determined that B&G Foods will continue to hold an advisory vote on named executive officer compensation every year.

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 30, 2023 (fiscal 2023).

For	Against		Abstain		Broker Non-Votes
55,412,952		950,453		393,965		—

Proposal No. 5: The stockholders approved a proposal to amend our Omnibus Plan to increase the number of shares of common stock available for grant under the plan by 5,000,000.

For	Against		Abstain		Broker Non-Votes
27,773,163		9,637,947		622,575		18,723,686

Item 9.01.        Financial Statements and Exhibits.

(d)       Exhibits.

10.1	B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated through May 17, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.

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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 23, 2023	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President,
		General Counsel and Secretary

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