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DEF 14A 1 tm223536-1_def14a.htm ANNUAL MEETING PROXY STATEMENT tm223536-1_def14a - none - 19.3438365s

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As filed with the Securities and Exchange Commission on March 30, 2022

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

B&G FOODS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Four Gatehall Drive
Parsippany, NJ 07054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2022

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

An annual meeting of stockholders of B&G Foods, Inc. will be held on Tuesday, May 17, 2022, at 10:00 a.m. Eastern Time, in a virtual-only format at https://meetnow.global/MHAKG9P, for the following purposes (which are more fully described in the accompanying proxy statement):

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

to conduct an advisory vote on executive compensation, commonly referred to as a “say on pay” vote;

to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (fiscal 2022); and

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

Due to the ongoing COVID-19 pandemic, the annual meeting will be in a virtual-only format conducted online via live audio webcast to provide a safe experience for our stockholders and employees. This format also has the benefit of improving meeting efficiency and reducing costs. Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. Stockholders will not be able to attend the annual meeting in person. Online access to the webcast will open approximately 15 minutes prior to the start of the annual meeting. Please retain the control number included on the proxy card or voting instructions that accompanied your proxy materials as you will need this number to participate in the meeting.

The board of directors has fixed the close of business on March 21, 2022, 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 of the meeting.

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 the meeting.

				By Order of the Board of Directors,

				Scott E. Lerner Secretary

Parsippany, New Jersey
March 30, 2022

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	Page
GENERAL INFORMATION		1
CORPORATE GOVERNANCE		6
Code of Business Conduct and Ethics; Corporate Governance Guidelines; Board Committee Charters		6
Role of the Board of Directors		6
Board Leadership Structure		6
Meetings of the Board of Directors		7
Communication with the Board of Directors; Director Attendance at Annual Meetings		7
Director Independence		7
Director Age Limit		7
Committees of the Board of Directors		8
The Board’s Role in Risk Oversight		11
Director Nominations		12
Director Compensation		13
OUR PEOPLE, OUR CULTURE AND OUR CORE VALUES		16
Our People		16
Our Culture		16
Our Core Values		16
Compliance and Ethics		17
CORPORATE SOCIAL RESPONSIBILITY		17
Diversity, Equity and Inclusion (DEI)		17
Discrimination and Harassment		18
Human Rights		18
Safety & Health at Work		18
Responsible Sourcing		19
Environmental Sustainability		19
Additional Information		19
PROPOSAL NO. 1—ELECTION OF DIRECTORS		20
Introduction		20
Director Nominees		20
Board Demographics and Diversity		25
Required Vote		25
Recommendation of the Board of Directors		25
OUR MANAGEMENT		26
Executive Officers and Directors		26
COMPENSATION DISCUSSION AND ANALYSIS		28
Introduction		28
Executive Summary		28
Results of 2021’s “Say on Pay” Vote		29
Role of the Compensation Committee		29
Role of our Chief Executive Officer in Compensation Decisions		30

TABLE OF CONTENTS

	Page
Peer Group Surveys		30
Components of Executive Compensation		31
Chief Executive Officer Compensation		38
Accounting and Tax Considerations		38
Executive Compensation Clawback Policy		38
Stock Ownership Guidelines		39
Anti-Hedging Policy		39
Compensation Committee Interlocks and Insider Participation		39
REPORT OF THE COMPENSATION COMMITTEE		39
EXECUTIVE COMPENSATION		40
Summary Compensation Table		40
Grants of Plan-Based Awards in Fiscal 2021		42
Outstanding Equity Awards at 2021 Fiscal Year-End		43
Option Exercises and Stock Vested in Fiscal 2021		44
Management Employment Agreements		44
401(k) Plan		47
Pension Plan		47
Pay Ratio Disclosure		48
PROPOSAL NO. 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION		49
Introduction		49
Required Vote		49

SEC Form DEF 14A filed by B&G Foods Inc. B&G Foods Inc.