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.
Retirement of Robert C. Cantwell as President and Chief Executive Officer and as a Director
On January23, 2019, Robert C. Cantwell, President and Chief Executive Officer of B&G Foods, notified our boardof directors of his intention to retire as President and Chief Executive Officer and as a directoron April5, 2019. It is expected that Mr.Cantwell, who turns 62 later this week, will continue to advise B&G Foods on M&A and capital markets transactions following his retirement. As of the date of this report, compensation arrangements for Mr.Cantwell providing these consulting services have not yet been determined.
Appointment of Kenneth G. Romanzi as President and Chief Executive Officer and as a Director
On January29, 2019, in accordance with a succession plan established in 2017, the board of directors of B&G Foods announced it has appointed Kenneth G. Romanzi, age 59, who currently serves as our Executive Vice President and Chief Operating Officer, as our next President and Chief Executive Officer, effective on April6, 2019. On such date, Mr.Romanzi will also replace Mr.Cantwell on our board of directors.
Mr.Romanzi joined B&G Foods in December2017 as Executive Vice President and Chief Operating Officer. Prior to that, Mr.Romanzi served as president, fresh foods at WhiteWave Foods Corp., from March2016 to October2017, where he led Earthbound Farm Organic. Prior to joining WhiteWave, Mr.Romanzi, served as senior vice president and chief operating officer, global brands of Ocean Spray Cranberries,Inc. from 2013 to 2015, and as senior vice president and chief operating officer of Ocean Spray’s North American food and beverage business from 2004 to 2013. Before that, Mr.Romanzi served as president, U.S. toys division of Hasbro Inc.; president and chief executive officer of Ultimate Juice Company, a premium juice company whose brands included the Naked Juice brand; and president and chief executive officer of Balducci’s Direct, a gourmet food catalog business. Mr.Romanzi also served in positions of increasing responsibility at Nabisco,Inc., including president of Nabisco Refrigerated Foods and senior vice president sales& distribution of Nabisco Biscuit Company, and served at Cadbury Schweppes, as vice president, marketing and strategic planning, North America. Mr.Romanzi began his career in marketing at Frito-Lay,Inc.
There are no arrangements or understandings between Mr.Romanzi and any other person to which he was appointed as the next President and Chief Executive Officer and a director of our company. There is no family relationship between Mr.Romanzi 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.Romanzi that would require disclosure to Item 404(a)of Regulation S-K under the Securities Exchange Act of 1934.
Mr.Romanzi’s compensation as President and Chief Executive Officer will be determined at a later date when the compensation committee of our board of directors completes its annual review of compensation for our executive officers.
A copy of the press release issued by B&G Foods on January29, 2019 announcing the foregoing is attached to this report as Exhibit99.1.
Item 9.01. Financial Statements and Exhibits.
Press release dated January29, 2019.
B&G Foods, Inc. Exhibit
EX-99.1 2 a19-3633_1ex99d1.htm PRESS RELEASE DATED JANUARY 29,…
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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.