🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for B&G Foods, Inc. (ticker: BGS). Think of it as the official invitation and information packet for the company's annual shareholder meeting. Its job is to give you all the details you need to vote on the proposals listed, even if you can't attend the virtual meeting.

👉 In simple terms: It's the "here's what we did, here's who's in charge, and here's what we'd like you to approve" document that public companies must send to shareholders.

The Annual Meeting: It's virtual-only on Thursday, May 21, 2026, at 11:00 a.m. ET. Shareholders can listen, vote, and ask questions online. The record date to determine who can vote was March 24, 2026.

🏢 What The Company Does

👉 In simple terms: B&G Foods is a major player in the North American packaged foods industry. They own and operate a large portfolio of well-known, often traditional, food brands.

They make, sell, and distribute shelf-stable and frozen foods. Think of brands like Green Giant vegetables, Cream of Wheat hot cereal, Ortega Mexican foods, and Vlasic pickles. They sell to grocery stores, mass merchandisers, and food service outlets.

🗳️ What You're Voting On

There are three main proposals for shareholders to decide:

1. Elect 10 Directors: Vote on the individuals who will oversee the company's board until the next annual meeting. The board recommends voting FOR all nominees.
2. "Say on Pay" (Advisory Vote): An advisory vote to approve the compensation of the company's top executives (the Named Executive Officers). The board recommends voting FOR.
3. Ratify Auditors: Approve the appointment of KPMG LLP as the company's independent accounting firm for the fiscal year ending January 2, 2027. The board recommends voting FOR.

👥 The People In Charge: Board & Management

The board is proposing 10 director nominees for election. Here’s a snapshot of key members:

• Stephen C. Sherrill (Age 72): Chair of the Board since 2005 and a founder. A private equity veteran from BRS, Inc. His expertise in M&A and financing is seen as crucial for B&G's acquisition-driven growth strategy.
• Kenneth C. "Casey" Keller (Age 64): President & CEO since June 2021. Previously led Peet's Coffee and held senior roles at Wrigley and Heinz.
• DeAnn L. Brunts (Age 64): A director with deep financial expertise, having served as CFO for several companies. She chairs the Audit Committee.

The rest of the board brings a mix of skills from law, entertainment, consumer goods, and corporate governance. The board states it has 8 independent directors (Sherrill, Brunts, Chase, Marcy, Mills, Mullen, Palmer, Poe) and is considering the status of former CEO David Wenner.

⚙️ How the Board Works

B&G has a detailed governance structure with five board committees:

• Audit Committee: (Chair: DeAnn Brunts) Oversees financial reporting and internal controls.
• Compensation Committee: (Chair: Alfred Poe) Sets executive and director pay.
• Corporate Social Responsibility (CSR) Committee: (Chair: Debra Martin Chase) Oversees diversity, sustainability, and community efforts.
• Nominating & Governance Committee: (Chair: Charles F. Marcy) Identifies director candidates and oversees governance.
• Risk Committee: (Chair: Robert D. Mills) A less common committee focused on identifying and managing major business risks, from competition to cybersecurity.

👉 Why it matters: This five-committee structure, especially the dedicated Risk and CSR committees, signals a formal and focused approach to oversight beyond just finances and pay.

💰 How Directors & Executives Are Paid

Director Compensation (2025):

• Annual Cash Fees: The Board Chair earns $165,000; other members earn $75,000. They can elect to take this in stock options.
• Annual Stock Grant: Each director received shares worth approximately $130,000 (24,667 shares in 2025). Shares vest immediately.
• Committee Fees: Additional cash for serving on committees (e.g., $25,000 for Audit Committee Chair).

Executive Compensation ("Say on Pay"): While the full details are in the Compensation Discussion & Analysis section (pages 45-61), this vote asks shareholders to approve the overall philosophy and packages for the CEO and other top executives. The board recommends approval.

🏛️ Company Culture & Values

B&G Foods emphasizes its long history (since the 1800s) and its core values, which it lists as:

• Passion
• Food Safety & Quality
• Integrity & Accountability
• Diversity & Inclusion
• Customer & Consumer Focus
• Safety & Health at Work
• Collaboration
• Empowerment

As of January 3, 2026, they employed 2,497 people. About 48.3% of their manufacturing workforce is covered by union contracts.

🌍 Corporate Social Responsibility (CSR)

The company has a board-level CSR Committee and published its first CSR report in January 2024. They plan to issue their second report in mid-2026. Their public website details initiatives in areas like zero waste, water conservation, energy reduction, and community support.

📅 Key Dates & Logistics

• Annual Meeting: May 21, 2026 (Virtual)
• Record Date: March 24, 2026 (Must own shares by this date to vote)
• Voting Deadline: You can vote before the meeting via internet, phone, or mail. Your vote matters regardless of attendance.
• How to Attend Virtually: You'll need the control number from your proxy card. The meeting link is: https://meetnow.global/MDYSAKU
• Technical Help Line: 1 (888) 724-2416

🧠 The Analogy

Reading this proxy statement is like attending a company's annual report card night. You, as a part-owner (shareholder), get to:

1. Evaluate the student council (the Board): See who's running, what their qualifications are, and vote for them.
2. Review the report card on pay (Say on Pay): Decide if the student leaders' rewards are fair.
3. Approve the teacher's evaluation (Auditor Ratification): Agree on the outside expert who checks the school's books. All while learning about the school's values, clubs (committees), and plans for next year.

📇 Key Contacts & People

• Corporate Secretary: Scott E. Lerner
• Contact for Shareholder Communication: Corporate Secretary, B&G Foods, Inc., 8 Sylvan Way, Parsippany, NJ 07054 or [email protected].
• Proxies for Meeting: Bruce C. Wacha and Scott E. Lerner.
• Transfer Agent (for share questions, legal proxy requests): Computershare. Mailing Address: Computershare, B&G Foods Legal Proxy, PO Box 43001, Providence, RI 02940-3001. Email for legal proxy: [email protected].

🧩 Final Takeaway

This proxy reveals a company with a formal, committee-heavy governance structure and a growth strategy historically built on acquisitions, overseen by a long-tenured board chair. Your vote on directors and executive pay will influence how this legacy packaged foods company navigates a competitive market.