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.
On March12, 2018, the board of directors of B&G Foods elected Robert D. Mills to our board of directors. The appointment, which is effective immediately, increases the size of our board to nine members. The board has determined that Mr.Mills is independent under the listing standards of the New York Stock Exchange and our corporate governance guidelines. The election of Mr.Mills increases the number of independent directors on the board to seven. Mr.Mills was also added to the board’s nominating and governance committee and risk committee.
Mr.Mills will receive compensation as a non-employee director in accordance with our company’s non-employee director compensation practices described in the Annual Proxy Statement we filed with the Securities and Exchange Commission on April6, 2017. The initial annual board cash fee and equity award and annual committee fees to be received by Mr.Mills will be pro-rated.
A copy of the press release we issued announcing the election of Robert D. Mills to the board of directors is attached to this report as Exhibit99.1.
Item 8.01. Other Events.
On March13, 2018, B&G Foods announced that our board of directors has authorized a stock repurchase program for the repurchase of up to $50.0 million of the company’s common stock through March15, 2019. Under the authorization, the company may purchase shares of common stock from time to time in the open market or in privately negotiated transactions in compliance with the applicable rulesand regulations of the Securities and Exchange Commission.
The timing and amount of stock repurchases under the program, if any, will be at the discretion of management, and will depend on available cash, market conditions and other considerations. Therefore, we cannot assure you as to the number or aggregate dollar amount of shares, if any, that will be repurchased under the repurchase program. We may discontinue the program at any time. Any shares repurchased to the repurchase program will be cancelled. Our company currently has 66,592,001 shares of common stock outstanding.
A copy of the press release we issued announcing the authorization of the stock repurchase program is attached to this report as Exhibit99.2.
Item 9.01. Financial Statements and Exhibits.