B Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Bruce C. Wacha as Executive Vice President of Finance and Chief Financial Officer
On November2, 2017, B&G Foods announced that our board of directors appointed Executive Vice President of Corporate Strategy and Business Development, Bruce C. Wacha, to Executive Vice President of Finance and Chief Financial Officer, effective November27, 2017. Current interim Chief Financial Officer, Amy Chiovari, will continue in her role as Corporate Controller and assist with Mr.Wacha’s transition to Chief Financial Officer.
Mr.Wacha, age 46, joined B&G Foods in August2017 from Amira Nature Foods Ltd. (NYSE: ANFI), where he spent three years as that company’s chief financial officer and executive director of the board of directors. Prior to joining Amira Nature Foods, Mr.Wacha spent more than 15 years in the financial services industry at Deutsche Bank Securities, Merrill Lynch and Prudential Securities, where he advised corporate clients across the food, beverage and consumer products landscape. Mr.Wacha earned a bachelor of arts and a master of business administration from Columbia University’s Columbia College and Columbia Business School.
There are no arrangements or understandings between Mr.Wacha and any other person to which he was appointed as our company’s Executive Vice President of Finance and Chief Financial Officer. There is no family relationship between Mr.Wacha and any director, executive officer, or person nominated or chosen by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with Mr.Wacha that would require disclosure to Item 404(a)of Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release we issued to announce the appointment of Mr.Wacha is attached hereto as Exhibit99.1.
Employment Agreement
On November6, 2017, B&G Foods and Mr.Wacha entered into an amendment to MrWacha’s employment agreement to reflect his appointment to Executive Vice President of Finance and Chief Financial Officer effective November27, 2017. Following is a summary of the key terms of Mr.Wacha’s employment agreement as so amended.
Overview; Base Salary. The agreement provides that Mr.Wacha will be employed as our Executive President of Finance and Chief Financial Officer at an annual base salary of $400,000, or such higher figure as may be determined at an annual review of his performance and compensation by the compensation committee of our board of directors. Mr.Wacha also received a sign-on bonus of $100,000 upon joining B&G Foods in August.
Term. The term of the agreement extends through December31, 2018, subject to automatic one-year extensions, unless earlier terminated. The agreement may be terminated by Mr.Wacha at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rulesin certain instances as described below, including a change in control or a deemed termination “without cause.”