B Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 BG Foods held on May 23,
2017, our stockholders approved the amendment and restatement of
our 2008 Omnibus Incentive Compensation Plan, renamed the Omnibus
Incentive Compensation Plan (which we refer to herein as the
Omnibus Plan). Upon the recommendation of our compensation
committee, our board of directors had previously adopted the
Omnibus Plan, subject to stockholder approval.The amendment and
restatement (1) extends the term of the Omnibus Plan until May
23, 2027, (2) limits the number of shares of our common stock
available for awards that may be granted to any one non-employee
director during any fiscal year to $500,000 in total value, (3)
clarifies that unrestricted stock awards may be granted under the
Omnibus Plan, and (4) makes other clarifying and administrative
amendments.
The Omnibus Plan is described in Proposal No. 5 in our proxy
statement for the 2017 annual meeting of stockholders filed with
the SEC on April 6, 2017. 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 the proxy statement as Annex A and is
incorporated by reference herein.
Item 5.07.Submission of Matters to a Vote of Security Holders.
BG Foods annual meeting of stockholders was held on May 23,
2017.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 |
|
DeAnn L. Brunts |
49,460,489 | 266,505 | 129,449 | 12,923,901 |
|
Robert C. Cantwell |
49,385,176 | 347,699 | 123,568 | 12,923,901 |
|
Charles F. Marcy |
49,468,046 | 261,478 | 126,919 | 12,923,901 |
|
Dennis M. Mullen |
49,259,489 | 467,909 | 129,045 | 12,923,901 |
|
Cheryl M. Palmer |
49,411,667 | 320,012 | 124,764 | 12,923,901 |
|
Alfred Poe |
49,255,651 | 472,304 | 128,488 | 12,923,901 |
|
Steven C. Sherrill |
49,265,013 | 461,481 | 129,949 | 12,923,901 |
|
David L. Wenner |
49,350,016 | 374,594 | 131,833 | 12,923,901 |
Proposal No. 2: The stockholders approved, on an advisory basis,
the compensation of our named executive officers as disclosed in
our 2017 annual meeting proxy statement.
|
For |
Against |
Abstain |
Broker Non-Votes |
|
48,303,517 |
1,276,059 | 276,867 | 12,923,901 |
2
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 |
|
41,519,172 |
286,902 |
7,831,833 |
218,536 |
12,923,901 |
In accordance with the board of directors recommendation and
the voting results on this advisory proposal, the board has
determined that BG 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 KPMGLLP as our independent registered public
accounting firm for the fiscal year ending December 30, 2017
(fiscal 2017).
|
For |
Against |
Abstain |
Broker Non-Votes |
|
62,073,766 |
544,586 | 161,992 |
Proposal No. 5:The stockholders approved the amended and
restated Omnibus Plan.
|
For |
Against |
Abstain |
Broker Non-Votes |
|
48,076,094 |
1,452,391 | 327,958 |
12,923,901 |
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
|
Pril |
|
|
10.1 |
BG Foods, Inc. Omnibus Incentive Compensation Plan, as |
3
About B&G Foods, Inc. (NYSE:BGS)
B&G Foods, Inc. is a holding company. The Company manufactures, sells and distributes a diverse portfolio of shelf-stable and frozen food, and household products across the United States, Canada and Puerto Rico. Its products include frozen and canned vegetables, hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products. Its products are marketed under various brands, including Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonald’s, Mama Mary’s, Maple Grove Farms of Vermont, Molly McButter and Victoria. B&G Foods, Inc. (NYSE:BGS) Recent Trading Information
B&G Foods, Inc. (NYSE:BGS) closed its last trading session down -0.17 at 40.12 with 385,434 shares trading hands.
