As filed with the Securities and Exchange Commission on March 23, 2009.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
|
|
|
|
|
Filed by the Registrant
ý
|
|
Filed by a Party other than the Registrant
o
|
|
Check the appropriate box:
|
|
o
|
|
Preliminary Proxy Statement
|
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
ý
|
|
Definitive Proxy Statement
|
|
o
|
|
Definitive Additional Materials
|
|
o
|
|
Soliciting Material Pursuant to §240.14a-12
|
|
|
|
|
|
B&G FOODS, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
|
|
|
|
Payment of Filing Fee (Check the appropriate box):
|
ý
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
Table of Contents
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 2009
To
the Stockholders of B&G Foods, Inc.:
An
annual meeting of stockholders of B&G Foods, Inc. will be held on Tuesday, May 5, 2009, at 10:00 a.m., local time, at the Hanover Marriott, 1401 Route 10 East,
Whippany, NJ 07981, for the following purposes (which are more fully described in the accompanying proxy statement):
-
1.
-
to
elect seven directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
-
2.
-
to
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2010 (fiscal
2009); and
-
3.
-
to
transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The
board of directors has fixed the close of business on March 9, 2009, as the record date for the determination of stockholders entitled to notice of and to vote at the annual
meeting and any adjournment or postponement thereof.
This
year, we are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the Internet.
As a result, we are mailing to most of our stockholders a notice of Internet availability of proxy materials instead of a paper copy of this proxy statement and our 2008 Annual Report. We believe that
this process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing our
proxy materials. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how to request a paper copy of our proxy materials,
including this proxy statement, our 2008 Annual Report and a form of proxy card or voting instruction card. All stockholders who have previously requested a paper copy of our proxy materials will
continue to receive a paper copy of the proxy materials by mail.
Your vote is important
, and you are cordially invited to attend the annual meeting. Whether or not you expect to attend the annual
meeting, we encourage you to vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by
mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation
at the annual meeting regardless of whether you attend in person.
|
|
|
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
Scott E. Lerner
Secretary
|
Parsippany,
New Jersey
March 16, 2009
TABLE OF CONTENTS
ii
Table of Contents
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
PROXY STATEMENT
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 2009
This proxy statement is provided to the stockholders of B&G Foods, Inc. ("B&G Foods," "we," or "our company") in connection with
the solicitation of proxies by our board of directors to be voted at an annual meeting of stockholders to be held at the Hanover Marriott, 1401 Route 10 East, Whippany, NJ 07981, at 10:00 a.m.,
local time, on Tuesday, May 5, 2009, and at any adjournment or postponement thereof. This proxy statement and the related materials are first being distributed or made available to stockholders
on or about March 23, 2009. This proxy statement
provides information that should be helpful to you in deciding how to vote on the matters to be voted on at the annual meeting.
At
the annual meeting, the stockholders will consider and vote upon the election of seven directors to hold office until the next annual meeting of stockholders (Proposal No. 1)
and the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2010 (Proposal No. 2), and transact
such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone
as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the annual meeting. These two officers are Robert C.
Cantwell and Scott E. Lerner.
What is included in the proxy materials?
The proxy materials include:
-
-
our proxy statement for the annual meeting of stockholders; and
-
-
our 2008 Annual Report.
If
you received a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the annual meeting.
What is a proxy statement? What information is contained in this proxy statement?
It is a document that Securities and Exchange Commission regulations require us to give you when we ask you to sign a proxy card
designating proxies to vote on your behalf. The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, B&G Foods' board of directors and
board committees, the compensation of our directors and executive officers for fiscal 2008 and other required information.
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
This year, we are pleased to be using the Securities and Exchange Commission rule that allows companies to furnish their proxy
materials over the Internet. As a result, we are mailing to most of our stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of
Table of Contents
the
proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail.
Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice.
Why didn't I receive a notice in the mail about the Internet availability of the proxy materials?
We are providing some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy
materials, with paper copies of the proxy materials instead of a notice about the Internet availability of the proxy materials.
In
addition, we are providing notice of the availability of the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials
electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
How can I access the proxy materials over the Internet?
The notice of annual meeting, proxy statement and annual report are available at
http://materials.proxyvote.com/05508R
. Instead of
receiving future copies of the proxy materials by mail, most beneficial owners can elect to receive an
e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or
business, and also will give you an electronic link to the proxy voting site. If you received a notice of the Internet availability of proxy materials that notice will contain additional instructions
on how to view our proxy materials on the Internet.
How may I obtain a paper copy of the proxy materials?
Stockholders receiving a notice about the Internet availability of the proxy materials will find instructions about how to obtain a
paper copy of the proxy materials on their notice. Stockholders receiving notice of the availability of the proxy materials by e-mail will find instructions about how to obtain a paper
copy of the proxy materials as part of that e-mail. All stockholders who do not receive a notice or an e-mail will receive a paper copy of the proxy materials by mail.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with B&G Foods' registrar and transfer agent, BNY Mellon Shareowner Services, you
are considered a stockholder of record with respect to those shares.
If
your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.
Who is entitled to vote at the annual meeting?
Each holder of record of our Class A common stock at the close of business on March 9, 2009 is entitled to vote at the
annual meeting. As of that date, a total of 36,246,657 shares of Class A common stock (17,718,136 of which were represented by Enhanced Income Securities, or EISs, and 18,528,521 of which were
held separately) were outstanding and are eligible to vote at the annual meeting. Each share of our Class A common stock is entitled to one vote per share on all matters with respect to which
holders are entitled to vote. There are no shares of Class B common stock outstanding.
How do I vote?
Your shares may only be voted at the annual meeting if you are present in person or are represented by proxy. Whether or not you plan
to attend the annual meeting, we encourage you to vote
2
Table of Contents
by
proxy to assure that your shares will be represented. Voting by proxy will in no way limit your right to vote at the annual meeting if you later decide to attend in person. Beneficial owners,
however, may vote in person at the annual meeting only if they have a legal proxy, as described below.
Stockholders of Record.
If you are a stockholder of record, you may vote by proxy by completing the enclosed proxy card and mailing it
in the
postage-paid envelope provided. In the alternative, stockholders of record may vote in person at the annual meeting.
Beneficial Owners.
If your shares are held in the name of a broker, bank or other nominee, that institution will instruct you as to how
your shares
may be voted by proxy, including whether telephone or Internet voting options are available. If your shares are held in the name of a broker, bank or other nominee, and you would like to vote in
person at the meeting, you must first obtain a proxy, executed in your favor, from the institution that holds your shares.
What can I do if I change my mind after I vote my shares?
Stockholders of Record.
If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by timely
submission of a
written revocation to our secretary, submission of a properly executed later-dated proxy, or by voting by ballot at the annual meeting. Attendance at the annual meeting will not by itself constitute a
revocation of a proxy.
Beneficial Owners.
If your shares are held in the name of a broker, bank or other holder of record, that institution will instruct you
as to how your
vote may be changed.
How will my shares be voted if I sign, date and return my proxy card? What if I do not specify a choice for a matter when returning my proxy card?
All shares entitled to vote that are represented by properly-completed proxy cards received prior to the annual meeting and not revoked
will be voted at the meeting in accordance with your instructions. If you do not indicate how your shares should be voted, the shares represented by your properly-completed proxy card will be voted
(1) FOR each of the nominees in
Proposal No. 1, (2) FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2009, and (3) in the discretion of
the persons named in the proxies as proxy appointees as to any other matter that may properly come before the annual meeting.
Who may attend the annual meeting?
All stockholders that were our stockholders as of the record date (March 9, 2009), or their authorized representatives, may
attend the annual meeting. Admission to the meeting will be on a first-come, first-served basis. If your shares are held in the name of a broker, bank or other nominee and you plan to
attend the annual meeting, you should bring proof of ownership, such as a brokerage or bank account statement, to the annual meeting to ensure your admission.
How will votes be counted?
The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Class A common stock
of our company entitled to vote on a particular matter will constitute a quorum for the purpose of considering that matter. Abstentions and broker "non-votes" will be counted as present
and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a
particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
With
respect to the nominees for director under Proposal No. 1Election of Directors, to be elected, each nominee must receive a plurality of all votes cast with
respect to such position as director.
3
Table of Contents
Consequently,
the seven director nominees receiving the most votes of holders of our Class A common stock will be elected directors. The ratification of the appointment of our independent
registered public accounting firm requires the affirmative vote of a majority of the votes cast by the holders of the shares of Class A common stock voting in person or by proxy at the annual
meeting. Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for the two proposals.
Who will count the votes?
Our transfer agent, BNY Mellon Shareowner Services, will tally the vote, and will serve as inspector of the annual meeting.
How are proxies being solicited and who will pay for the solicitation of proxies?
We will bear the expense of the solicitation of proxies. In addition to the solicitation of proxies by mail, solicitation may be made
by our directors, officers and employees by other means, including telephone, over the Internet or in person. No special compensation will be paid to our directors, officers or employees for the
solicitation of proxies. To solicit proxies, we will also request the assistance of brokerage houses, banks and other custodians, nominees or fiduciaries, and, upon request, will reimburse such
organizations or individuals for their reasonable expenses in forwarding soliciting materials to beneficial owners and in obtaining authorization for the execution of proxies.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 5, 2009
The Notice of Annual Meeting, Proxy Statement and 2008 Annual Report are available at
http://materials.proxyvote.com/05508R
.
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics; Corporate Governance Guidelines; Board Committee Charters
B&G Foods is committed to conducting every aspect of our business in an ethical, open and honest manner and in full compliance with the
law, both in letter and in spirit. Our code of business conduct and ethics applies to all of our employees, officers and directors, including our chief executive officer and our chief financial
officer, and lays out guidelines for our employees, officers and directors to follow as they conduct business on behalf of our company. B&G Foods has also adopted corporate governance guidelines,
which, together with our amended and restated certificate of incorporation, amended and restated bylaws and board committee charters, form the framework for the corporate governance of B&G Foods.
The
full text of the code of business conduct and ethics as well as our corporate governance guidelines, audit committee charter, compensation committee charter and nominating and
governance committee charter are available at the investor relations section of our web site,
www.bgfoods.com
. We intend to disclose any amendment to,
or waiver from, a provision of the code of business conduct and ethics that applies to our chief executive officer or chief financial officer in the investor relations section of our web site.
Stockholders may request free printed copies of the code of business conduct and ethics, corporate governance guidelines and the board committee charters from: B&G Foods, Inc., Attention:
Secretary, Four Gatehall Drive, Suite 110, Parsippany, NJ 07054.
Role of the Board of Directors
In accordance with the General Corporation Law of the State of Delaware and our amended and restated certificate of incorporation and
our amended and restated bylaws, our business, property and affairs are managed under the direction of the board of directors. Although our directors are not
4
Table of Contents
involved
in our day-to-day operating details, they are kept informed of our business through written reports and documents provided to them regularly, as well as by operating,
financial and other reports presented by our officers at meetings of the board of directors and committees of the board of directors.
Meetings of the Board of Directors
During the fiscal year ended January 3, 2009 (fiscal 2008), the board of directors held eight meetings. Each of the directors
attended at least 75% of all meetings held by the board of directors and meetings of each committee of the board of directors on which such director served during fiscal 2008. Our
non-management directors meet regularly (at least quarterly) in executive session of the board without management directors or employees present. The chairman of the board of directors
(or, in the chairman's absence or if the chairman is not an independent director, another independent director designated by the non-management directors) presides over executive sessions
of the non-management directors.
Communication with the Board of Directors; Director Attendance at Annual Meetings
Stockholders may communicate with a member or members or committee of the board of directors by addressing their correspondence to the
board member or members or committee c/o Secretary, B&G Foods, Inc., Four Gatehall Drive, Suite 110, Parsippany, NJ 07054. Our corporate secretary will review the correspondence and
forward it to the chair of the appropriate committee or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal,
does not reasonably relate to B&G Foods or our business, or is similarly inappropriate. Our corporate secretary has the authority to discard or disregard any inappropriate communications or to take
other appropriate actions with respect to any such inappropriate communications. Mail addressed to "board of directors" or "non-management directors" will be forwarded to the chairman of
the board.
Recognizing
that director attendance at our annual meetings can provide our stockholders with a valuable opportunity to communicate with board members about issues affecting our company,
we encourage our directors to attend each annual meeting of stockholders. All directors attended the 2008 annual meeting and we anticipate that all directors will attend the 2009 annual meeting.
Director Independence
In making independence determinations, the board of directors observes all criteria for independence established by the Securities and
Exchange Commission, the New York Stock Exchange and other governing laws and regulations. The board considers all relevant facts and circumstances in making an independence determination. In
accordance with our corporate governance guidelines, to be considered independent:
-
-
the director must meet the bright-line independence tests under the listing standards of the New York Stock
Exchange; and
-
-
the board must affirmatively determine that the director otherwise has no material relationship with our company either
directly or as a partner, shareholder or officer of an organization that has a relationship with our company.
The
board of directors, through its nominating and governance committee, annually reviews all relevant business relationships any director may have with our company. As a result of its
annual review, the board has determined that each of the following directors meets the independence tests under the listing standards of the New York Stock Exchange, none of the following directors
has a material relationship with the company and, as a result, such directors are independent: Stephen C. Sherrill, James R. Chambers, Cynthia T. Jamison, Dennis M. Mullen and Alfred Poe.
5
Table of Contents
Committees of the Board of Directors
The board of directors has an audit committee, compensation committee and a nominating and governance committee.
Audit Committee
The audit committee currently consists of Ms. Jamison (Chairperson) and Messrs. Mullen and Poe. The audit committee met
six times during fiscal 2008. The principal duties and responsibilities of our audit committee are as follows:
-
-
to serve as an independent and objective party to monitor our financial reporting process and internal control systems;
-
-
to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate
authority over the relationship between us and our independent registered public accounting firm; and
-
-
to provide an effective, open avenue of communication among the independent registered public accounting firm, financial
and senior management and the board of directors.
The
audit committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill
its responsibilities and duties. Each director who serves on the audit committee is independent under the listing standards of the New York Stock Exchange and as that term is used in
Section 10A(m)(3) of the Securities Act of 1934, as amended. The board of directors has determined that Ms. Jamison qualifies as an audit committee financial expert as that term is
defined by applicable SEC regulations, and has designated Ms. Jamison as the audit committee's financial expert.
The
audit committee operates under a written charter adopted by the board of directors. A copy of the charter is available at the investor relations section of our website,
www.bgfoods.com
. The report of
the audit committee begins on page 28 of this proxy statement.
Compensation Committee
The compensation committee currently consists of Messrs. Poe (Chairperson) and Chambers and Ms. Jamison. Each is
independent under the listing standards of the New York Stock Exchange and the Internal Revenue Code of 1986, as amended, with respect to compensation committees. The compensation committee met seven
times during fiscal 2008. The principal duties and responsibilities of the compensation committee are as follows:
-
-
to discharge the board of directors' responsibilities relating to the compensation of our executive officers and
directors; and
-
-
to have overall responsibility for evaluating and approving our executive officer and director compensation plans,
policies and programs, as well as any equity-based compensation plans and policies.
The
compensation committee operates under a written charter adopted by the board of directors, a copy of which is available at the investor relations section of our website,
www.bgfoods.com
. The report of
the compensation committee is set forth on page 19 of this proxy statement.
Nominating and Governance Committee
The current members of our nominating and governance committee are Messrs. Chambers (Chairperson) and Mullen and
Ms. Jamison. Each is independent under the listing standards of the New York Stock Exchange with respect to nominating and governance committees. The nominating and
6
Table of Contents
governance
committee met once during fiscal 2008. The principal duties and responsibilities of the nominating and governance committee are as follows:
-
-
to assist the board of directors by identifying individuals qualified to become board members and members of board
committees, to recommend to the board of directors nominees for the next annual meeting of stockholders, and to recommend to the board of directors nominees for each committee of the board of
directors;
-
-
to lead the board of directors in its annual review of the board's and management's performance;
-
-
to monitor our corporate governance structure; and
-
-
to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines
applicable to us.
The
nominating and governance committee operates under a written charter adopted by the board of directors. The nominating and governance committee charter and our corporate governance
guidelines are available at the investor relations section of our website,
www.bgfoods.com
.
Director Nominations
The nominating and governance committee will consider recommendations for directorships submitted by our stockholders. Stockholders who
wish the nominating and governance committee to consider their recommendations for nominees for the position of director should submit their recommendations, in accordance with the procedures set
forth in our amended and restated bylaws, in writing to: Secretary, B&G Foods, Inc., Four Gatehall Drive, Suite 110, Parsippany, NJ 07054. In order to be considered for inclusion in the
proxy statement and form of proxy for the annual meeting of stockholders to be held in 2010, the stockholder's notice much be received by our company not less than 120 days nor more than
150 days before the first anniversary of the date of this proxy statement.
For
nominations, such stockholder's notice shall set forth: (1) as to each person whom the stockholder proposes to nominate for election as a director, (A) the name, age,
business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of stock of our company that are
beneficially owned by such person, (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended and (E) the written consent of the nominee to
be named in the proxy statement as a nominee and to serve as a director if elected and (2) as to the stockholder giving the notice, (A) the name, and business address and residential
address, as they appear on our stock transfer books, of the nominating stockholder, (B) a representation that the nominating stockholder is a stockholder of record and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in the notice, (C) the class and number of shares of stock of our company beneficially owned by the nominating
stockholder and (D) a description of all arrangements or understandings between the nominating stockholder and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the nominating stockholder.
In
its assessment of each potential candidate, the nominating and governance committee will review the nominee's professional ethics, integrity and values, judgment, experience,
independence, commitment to representing the long-term interests of the stockholders, understanding of our company's or other related industries and such other factors the nominating and
governance committee determines are pertinent in light of the current needs of the board of directors. The nominating and governance committee seeks to identify candidates representing diverse
experience at policy-making levels in business, management, marketing, finance, human resources, communications and other areas
7
Table of Contents
that
are relevant to our activities. The nominating and governance committee will also take into account the ability of a director to devote the time and effort necessary to fulfill his or her
responsibilities to our company. After full consideration, the stockholder proponent will be notified of the decision of the nominating and governance committee.
Nominees
may also be recommended by directors, members of management, or, in some cases, by a third party firm. In identifying and considering candidates for nomination to the board, the
nominating and governance committee considers, in addition to the requirements described above and set out in its charter, quality of experience, our needs and the range of knowledge, experience and
diversity represented on the board. Each director candidate will be evaluated by the nominating and governance committee based on the same criteria and in the same manner, regardless of whether the
candidate was recommended by a company stockholder or by others.
The
nominating and governance committee will conduct the appropriate and necessary inquiries with respect to the backgrounds and qualifications of all director nominees. The nominating
and governance committee will also review the independence of each candidate and other qualifications of all director candidates, as well as consider questions of possible conflicts of interest
between director nominees and our company. After the nominating and governance committee has completed its review of a nominee's qualifications and conducted the appropriate inquiries, the nominating
and governance committee will make a determination whether to recommend the nominee for approval by the board of directors. If the nominating and governance committee decides to recommend the director
nominee for nomination by the board of directors and such recommendation is accepted by the board, the form of our proxy solicited will include the name of the director nominee.
Director Compensation
Employee directors do not receive any separate compensation for their board activities. Our non-employee directors receive
an annual fee of $30,000. Our audit committee chairperson receives an additional annual fee of $10,000 per year. The chairpersons of our compensation committee and nominating and governance committee
each receive an additional annual fee of $7,500. Non-employee directors who serve on our committees (other than as chairperson) receive an additional annual fee of $5,000 for each
committee on which they serve. Each non-employee director receives $2,000 for each board meeting attended in person or $1,000 if attended by telephone and $1,000 for each committee meeting
attended in person or $500 if attended by telephone. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to
and attendance at meetings of the board of directors or board committees.
To
ensure that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of
shares of our Class A common stock having a fair market value on the date of grant of approximately $35,000.
During
fiscal 2008, our non-employee directors received the following compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
|
|
Total
|
|
Stephen C. Sherrill
|
|
$
|
38,000
|
|
$
|
34,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
72,992
|
|
James R. Chambers
|
|
$
|
56,500
|
|
$
|
34,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
91,492
|
|
Cynthia T. Jamison
|
|
$
|
71,000
|
|
$
|
34,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
105,992
|
|
Dennis M. Mullen.
|
|
$
|
55,000
|
|
$
|
34,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
89,992
|
|
Alfred Poe
|
|
$
|
60,000
|
|
$
|
34,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,992
|
|
8
Table of Contents
PROPOSAL NO. 1ELECTION OF DIRECTORS
Introduction
Our current board of directors consists of seven members. Upon the recommendation of our nominating and governance committee, our board
of directors has nominated for re-election each of the seven directors.
At
the annual meeting, the nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and
qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now
anticipated by the board of directors),
proxies will be voted for such substitute as designated by the board of directors. The following sets forth for each of the nominees for election as a director, his or her age and principal occupation
and certain other information.
Director Nominees
Stephen C. Sherrill, 55, Chairman of the Board of Directors:
Stephen Sherrill has been a director since 1997. Mr. Sherrill has
been a Managing
Director of Bruckmann, Rosser, Sherrill & Co., Inc. since its formation in 1995. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to
that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison.
David L. Wenner, 59, President, Chief Executive Officer and Director:
David Wenner is our President and Chief Executive Officer,
positions he has
held since March 1993, and has been a director since August 1997. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution and
Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President. He continued to be responsible for Distribution and assumed responsibility for all company manufacturing operations.
Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing.
Mr. Wenner is active in industry trade groups and has served as President of Pickle Packers International, and serves on the Chairman's Advisory Council of the Grocery Manufacturers
Association.
Robert C. Cantwell, 52, Executive Vice President of Finance, Chief Financial Officer and Director:
Robert Cantwell is our Executive
Vice President of
Finance and Chief Financial Officer, and has been a director since August 2005. Mr. Cantwell joined our company in 1983 as the Assistant Vice President of Finance. In that position,
Mr. Cantwell had responsibility for all financial reporting, including budgeting. Mr. Cantwell was promoted to his current position in 1991, assuming full responsibility for all
financial matters, as well as management information systems, data processing, administration and corporate human resources. Prior to joining us, Mr. Cantwell spent four years at
Deloitte & Touche LLP, where he received accreditation as a Certified Public Accountant.
James R. Chambers, 51, Director:
James Chambers has been a director since 2001. Mr. Chambers has been in senior management at
Cadbury plc since 2005, currently as President, CEO North America and prior to that as President, Americas Confectionery. Mr. Chambers was President and Chief Executive Officer of Remy
Amerique, Inc., a subsidiary of Remy Cointreau from 2002 to 2005. Prior to Remy, Mr. Chambers was Chief Executive Officer of Paxonix, Inc., a wholly owned subsidiary of
MeadWestvaco Inc. from 2001 to 2002. During 2000, he was Chief Executive Officer and President of Netgrocer.com, Inc., an online grocery retailer. Prior to that, Mr. Chambers was
Group President of Information Resources, Inc., one of the largest research consultancies in the United States, from 1997 to 1999. From 1981 through 1996, Mr. Chambers held various
positions with Nabisco, Inc., including
9
Table of Contents
President-Refrigerated
Foods, Senior Vice President of Sales and Customer Service and Vice President, Information Technology.
Cynthia T. Jamison, 49, Director:
Cynthia Jamison has been a director since 2004. Since January 1, 2009, Ms. Jamison has been
the
National Managing Partner for Restructuring for Tatum LLC. From August 2005 through December 2008, Ms. Jamison was the National Director of CFO Services for Tatum. Prior to that,
Ms. Jamison served as an engagement partner at Tatum. As a Tatum partner, Ms. Jamison served as chief financial officer of Cosi, Inc. from July 2004 to August 2005. She also
served as the chief financial officer of Savista Corporation (formerly eMac Digital, LLC), a software/BPO company owned by Kohlberg Kravis Roberts & Co. from August 2003 to July
2004. Prior to Savista, she was chief operating officer of SurePayroll, Inc., an internet payroll company, from August 2002 to August 2003. She has previously held several additional chief
financial officer positions, including at Near North Insurance, Inc., an insurance company, from March 2002 to July 2002; CultureWorx, Inc., a software company, from August 2000 to
February 2002; and Illinois Superconductor Corporation, a telecommunications company, from August 1999 to August 2000. Prior to Tatum, Ms. Jamison served as the chief financial officer of Chart
House Enterprises, a restaurant company, from June 1998 to April 1999. From 1981 to 1998 she held various financial positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen.
Ms. Jamison sits on the board of directors at Tractor Supply Company, Inc. (NASDAQ), where she chairs the audit committee, sits on the compensation committee and previously sat on the
nominating committee. Ms. Jamison previously held a board seat at Horizon Organic Holdings, Inc. (NASDAQ), where she sat on the company's audit and compensation committees.
Dennis M. Mullen, 55, Director:
Dennis Mullen has been a director since 2006. Since September 2008, Mr. Mullen has served as
Upstate President
of the Empire State Development Corporation, where he oversees the upstate operations of New York State's economic development agency. From 2005 through August 2008, Mr. Mullen served as
President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior that that, Mr. Mullen was President and Chief Executive Officer of Birds Eye
Foods, Inc., a leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of
Birds Eye Foods from 1996 to 2005, serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related
entities. Prior to employment with Birds Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board
of directors of Foster Farms, a leading poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association.
Alfred Poe, 60, Director:
Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA Restaurant Corp.,
serving as
such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of
MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through
1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and
Commercial Director with Mars, Inc. Mr. Poe formerly served on the board of directors of Centerplate, Inc. (AMEX) and State Street Bank (NYSE).
Required Vote
To be elected, each nominee for director must receive a plurality of all votes cast with respect to such position as director. Shares
not voted in the election of directors (including shares covered by a proxy as to which authority is withheld to vote for all nominees) and shares not voted for any particular
10
Table of Contents
nominee
(including shares covered by a proxy as to which authority is withheld to vote for only one or less than all of the identified nominees) will not prevent the election of any of the nominees
for director.
Recommendation of the Board of Directors
The board of directors recommends that the stockholders vote "FOR" each of the board of directors' nominees set
forth in Proposal No. 1.
OUR MANAGEMENT
Executive Officers and Directors
Our executive officers and directors, their ages and their positions as of March 16, 2009, are as set forth in the table below.
Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified. Our executive officers serve at the discretion of the board
of directors.
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
Stephen C. Sherrill
|
|
|
55
|
|
Chairman of the Board of Directors
|
David L. Wenner
|
|
|
59
|
|
President, Chief Executive Officer and Director
|
Robert C. Cantwell
|
|
|
52
|
|
Executive Vice President of Finance, Chief Financial Officer and Director
|
James H. Brown
|
|
|
66
|
|
Executive Vice President of Manufacturing
|
Vanessa E. Maskal
|
|
|
52
|
|
Executive Vice President of Sales and Marketing
|
Scott E. Lerner
|
|
|
36
|
|
Executive Vice President, General Counsel and Secretary
|
James R. Chambers
|
|
|
51
|
|
Director
|
Cynthia T. Jamison
|
|
|
49
|
|
Director
|
Dennis M. Mullen
|
|
|
55
|
|
Director
|
Alfred Poe
|
|
|
60
|
|
Director
|
For
a description of the business experience of Messrs. Sherrill, Wenner, Cantwell, Chambers, Mullen, Poe and Ms. Jamison, see "Proposal No. 1Election
of Directors."
James H. Brown, Executive Vice President of Manufacturing.
James Brown is our Executive Vice President of Manufacturing and has over
30 years
of experience in manufacturing with our company and Polaner. Mr. Brown has been responsible for all manufacturing at our Roseland facility since 1981. In 1994, he assumed responsibility for our
company's other manufacturing facilities. Prior to joining Polaner in 1972, Mr. Brown worked at Kraft Foods for two years as a project engineer and spent four years in the U.S. Navy.
Vanessa E. Maskal, Executive Vice President of Sales and Marketing.
Vanessa Maskal is our Executive Vice President of Sales and
Marketing.
Ms. Maskal first joined B&G Foods in 1999 as Senior Brand Manager and after a brief hiatus returned to the Company in 2003 as Director of Direct Store Delivery Sales. Ms. Maskal was
promoted to Executive Vice President of Sales in November 2006. Ms. Maskal assumed responsibility for marketing in October 2008. Prior to joining B&G Foods, Ms. Maskal held senior
positions at IBC Inc., Drake Bakeries and Whatman Inc.
Scott E. Lerner, Executive Vice President, General Counsel and Secretary.
Scott Lerner is our Executive Vice President, General Counsel
and
Secretary. Mr. Lerner joined our company in 2005 from the international law firm Dechert LLP, where he was an associate in the corporate and securities and mergers and acquisitions
practice groups from 1997 to 2005. Mr. Lerner earned a Bachelor of Science degree in Business Management from Cornell University and a Juris Doctor degree from the University of Pennsylvania
Law School.
11
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis contains statements regarding future company performance
targets or goals. We have disclosed these targets or goals in the limited context of B&G Foods' compensation programs and they should not be understood to be statements of management's expectations or
estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Introduction
In the paragraphs that follow, we will give an overview and analysis of our compensation program and policies, the material
compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Following this section you will find a series of tables
containing specific information about the compensation earned or paid in fiscal 2008 to our chief executive officer, chief financial officer, our three most highly compensated executive officers other
than our chief executive officer and chief financial officer who were serving as such at the end of fiscal 2008, and one former executive officer who would have been among the three most highly
compensated officers other than our chief executive officer and chief financial officer but for the fact that he was no longer serving as an executive officer at the end of fiscal 2008. Throughout
this proxy statement we refer to these individuals as our "named executive officers."
The
discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.
Role of the Compensation Committee
The compensation committee of our board of directors is responsible for setting and administering the policies that govern salary,
annual bonus, long-term incentive programs and other compensation and benefits for our executive officers. The compensation committee oversees various executive and employee compensation
plans and programs, and it has responsibility for continually monitoring these plans and programs to ensure that they adhere to our company's compensation philosophy and objectives. Our compensation
committee determines the appropriate compensation levels of executives, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for officers and employees.
Our compensation committee ensures that the total compensation paid to our named executive officers is fair, reasonable and competitive, and that a significant portion of the total compensation is
tied to our company's annual and long-term performance.
The
compensation committee's charter reflects the above-mentioned responsibilities, and the compensation committee and the board of directors periodically review and revise the charter.
The compensation committee currently consists of three directors, each of whom was determined by our company's board of directors to be "independent" as defined by the listing standards of the New
York Stock Exchange. No member of the compensation committee is a current or former officer or employee of our company. Mr. Poe, the chairman of our compensation committee, reports on
compensation committee actions and recommendations from time to time at board meetings.
The
compensation committee has the authority to engage the services of outside advisers, experts and others to assist the compensation committee. During fiscal 2007 and early fiscal
2008, the compensation committee engaged Hewitt Associates, an outside global human resources consulting firm, to review our company's executive compensation and incentive programs. The compensation
committee conducted numerous teleconferences with the consultant during the course of reviewing our company's existing executive compensation scheme and structuring our long-term incentive
compensation program. During the latter part of fiscal 2008, the compensation committee again engaged Hewitt Associates to prepare a peer group compensation survey prior to setting fiscal 2009
compensation for our executive officers.
12
Table of Contents
Compensation Objectives
The primary objective of our executive compensation program is to provide compensation that is designed to:
-
-
attract, motivate and retain executive officers of outstanding ability and potential;
-
-
reinforce the execution of our business strategy and the achievement of our business objectives; and
-
-
align the interests of our executive officers with the interests of our security holders, with the ultimate objective of
improving stockholder value.
The
compensation committee aims to provide incentives for superior performance in a given year and over a sustained period by paying fair, reasonable and competitive compensation, and by basing a
significant portion of compensation upon achieving that performance.
Role of our Chief Executive Officer in Compensation Decisions
Regarding most compensation matters, including executive and director compensation and our annual and long-term incentive
plans, our chief executive officer provides recommendations to the compensation committee; however, the compensation committee does not delegate any of its functions to others in setting compensation
for our named executive officers and directors.
The
compensation committee makes all compensation decisions for the named executive officers. The compensation committee annually evaluates the performance of, and determines the
compensation of, our chief executive officer based upon a combination of the achievement of corporate goals and individual performance. Our chief executive officer annually reviews the performance of
each named executive officer other than himself. The conclusions reached by our chief executive officer and recommendations based on these reviews, including with respect to salary adjustments and
incentive plan award amounts, are presented to the compensation committee. The compensation committee then exercises its discretion in modifying any recommended adjustments or awards. Our compensation
committee then reports the compensation decisions it has made with respect to our chief executive officer and each of the other named executive officers to the board of directors.
Peer Group Survey
Our compensation committee does not use surveys of compensation paid to similar executives in order to determine annual and
long-term compensation for our named executive officers. However, in light of the compensation objectives described above, the compensation committee does from time to time review peer
group surveys as an independent measure to ensure that the compensation being set is fair, reasonable and competitive. Prior to setting fiscal 2009 executive compensation, the compensation committee
engaged Hewitt Associates to prepare a peer group survey based upon publicly available information. The peer group included the following companies:
|
|
|
Del Monte Foods Co.
|
|
Lance, Inc.
|
Diamond Foods, Inc.
|
|
McCormick & Co., Inc.
|
Farmer Brothers Co.
|
|
Ralcorp Holdings, Inc.
|
Flowers Foods, Inc.
|
|
John B. Sanfilippo & Son, Inc.
|
Green Mountain Coffee Roasters, Inc.
|
|
J.M. Smucker, Co.
|
Hain Celestial Group, Inc.
|
|
Tasty Baking, Co.
|
J&J Snack Foods Corp.
|
|
Treehouse Foods, Inc.
|
Lancaster Colony Corp.
|
|
|
13
Table of Contents
Components of Executive Compensation
The compensation committee believes that it is important to place a greater percentage of executives' and senior managers' compensation
at risk than that of non-executives and non-senior managers by tying executives' and senior managers' compensation directly to the performance of B&G Foods. Accordingly,
executive and senior management compensation consists primarily of an annual salary, annual bonus and long-term incentives linked to the performance of the company.
Base Salaries
We have entered into employment agreements with all of our named executive officers. The current base salaries for our named executive
officers are set forth below in the footnotes to the summary compensation table. For each of these executive officers, including our chief executive officer, the executive officer's base salary is
subject to annual increase at the discretion of the compensation committee. Adjustments to base salary are based upon the executive officer's past performance, expected future contributions, and scope
and nature of responsibilities, including changes in responsibilities. As discussed above, the compensation committee also from time to time reviews peer group surveys as an independent measure to
ensure that any adjustments are fair, reasonable and competitive.
Performance-Based Awards
In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive
officers' compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and, beginning in 2008,
long-term incentive equity awards. The compensation committee's philosophy is that if our performance exceeds our internal targets and budgets, named executive officers can expect the
level of their compensation to reflect that achievement. On the other hand, if our financial performance falls below these expectations, our approach is that named executive officers can expect their
compensation to be adversely affected.
Our
incentive award programs each use one of the two performance measures listed below:
-
-
Adjusted EBITDA.
Historically, the compensation committee
has chosen adjusted EBITDA (net income before net interest expense, income taxes, depreciation and amortization, as adjusted for certain other items) as the target performance objective for the
payment of awards under our annual bonus plan. Adjusted EBITDA is substantially equivalent to the term "consolidated cash flow" as defined in our senior subordinated notes indenture, senior notes
indenture and under the terms of our credit facility (which we refer to collectively in this proxy statement as our "financing agreements").
The
compensation committee has selected adjusted EBITDA as the relevant company goal because the compensation committee believes that adjusted EBITDA growth is consistent with the overall goals and
long-term strategic direction that the board of directors has set for our company. Further, adjusted EBITDA growth is closely related to or reflective of our company's financial and
operational improvements, ability to generate cash flow from operations, growth, and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our
business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day
operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry.
-
-
Excess Cash.
Our compensation committee has chosen "excess
cash" as the measure for determining performance share long-term incentive awards under the 2008 Omnibus Incentive
14
Table of Contents
Compensation
Plan (which we refer to in this proxy statement as the 2008 Omnibus Plan). Excess cash is calculated as "consolidated cash flow," as defined in our financing agreements (and which is
equivalent to the term adjusted EBITDA, before taking into account accruals for any long-term incentive awards and stock-based compensation), minus the sum of cash interest payments, cash
income tax payments, capital expenditures and dividends paid. Excess cash as we define it for purposes of our incentive awards differs from the definition of the term in our financing agreements
because, as used for purposes of our incentive awards, excess cash is reduced by the amount of dividends we pay but excludes the impact of certain debt repayments. We believe that excess cash is an
important measure in analyzing our liquidity and strength and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess
cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows.
Adjusted
EBITDA and excess cash targets for a given year are determined by the compensation committee based upon recommendations from and discussions with management, a review of current
economic conditions and recent acquisition activity. Factors used by the compensation committee in setting adjusted EBITDA and excess cash targets include, among others, the
following:
-
-
reasonable growth expectations taking into account a variety of circumstances faced by our company;
-
-
market conditions and the related impact on cost and our ability to offset those cost increases with pricing increases or
other cost savings measures;
-
-
prior fiscal year adjusted EBITDA and excess cash; and
-
-
stockholder expectations.
Neither
adjusted EBITDA nor excess cash is a term defined under U.S. generally accepted accounting principles.
Annual Bonus Plan
The compensation committee believes that a portion of an executive officer's compensation should be tied to the achievement of the
company's performance goals in the form of an annual non-equity incentive cash bonus, in order to reward individual performance and overall company success. B&G Food's annual bonus plan
provides for annual incentive awards to be made to our executive officers and senior managers upon our company's attainment of pre-set annual financial objectives. As discussed above, the
compensation committee has historically chosen adjusted EBITDA as the financial objective for the annual bonus plan. Adjusted EBITDA targets under the annual bonus plan may be reset periodically
within a fiscal year by the compensation committee to take into account acquisitions and other unplanned events. The
amount of the annual award to each executive is based upon a percentage of the executive's or senior manager's annualized base salary, with such percentage varying depending upon the level of adjusted
EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives. After the compensation committee reviews the final full year fiscal results of our company, the compensation
committee approves the total bonuses to be awarded. Bonus awards are generally paid in cash in a lump sum in February or March. Executives generally must be employed on the last day of a plan year to
receive an award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the executive's promotion or demotion, death or retirement.
In
accordance with each of their respective employment agreements, each named executive officer is eligible to earn an annual bonus in amounts ranging up to 100% of his base salary at
year end with respect to our chief executive officer and up to 70% of his base salary at year end with respect to each
15
Table of Contents
of
the other named executive officers, if respective threshold, target or maximum performance objectives are met.
Adjusted
EBITDA must exceed a certain threshold amount to permit any payment of annual bonuses. At the target adjusted EBITDA, each participant receives 50% of a full bonus and at the
maximum adjusted EBITDA objective, each participant receives a full bonus.
The
fiscal 2008 adjusted EBITDA threshold, target and maximum performance objectives were, $93.5 million, $96.5 million and $99.5 million (in each case after giving
effect to the accrual for the 2008 annual bonus plan but before giving effect to the accrual for long-term incentive awards). Our company's fiscal 2008 adjusted EBITDA of
$90.3 million was below the threshold adjusted EBITDA objective of $93.5 million (in each case after giving effect to the accrual for the 2008 annual bonus plan but before giving effect
to the accrual for long-term incentive awards). Therefore, as reflected in the footnote to the non-equity incentive plan compensation column in the summary compensation table
below, no awards under the annual bonus plan were earned by the named executive officers for fiscal 2008.
For
fiscal 2009, the compensation committee has set adjusted EBITDA threshold, target and maximum performance objectives of $92.9 million, $96.7 million and
$98.6 million (in each case after giving effect to the accrual for the 2009 annual bonus plan but before giving effect to the accrual for long-term incentive awards).
Long-Term Incentive Compensation
2008 Omnibus Incentive Compensation Plan.
In June 2007, the compensation committee retained Hewitt Associates to review our executive
compensation
program, including to offer suggestions for structuring long-term incentive compensation in order to promote B&G Foods' continued growth and enhanced stockholder value. Upon the
recommendation of our compensation committee, our board of directors on March 10, 2008 adopted the B&G Foods, Inc. 2008 Omnibus Incentive Compensation Plan, which we refer to as the 2008
Omnibus Plan, subject to stockholder approval. Our stockholders approved the 2008 Omnibus Plan at our annual meeting on May 6, 2008.
The
2008 Omnibus Plan authorizes the grant of performance share awards, restricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based
awards to employees, non-employee directors and consultants. Subject to adjustment as provided in the plan, the total number of shares of Class A common stock available for awards
under the plan is 2,000,000.
Performance Share Awards.
On March 10, 2008, the compensation committee granted 2008, 2008 to 2009 and 2008 to 2010 performance
share
long-term incentive awards (LTIAs) to our named executive officers and certain other members of senior management. These awards were granted subject to stockholder approval of the 2008
Omnibus Plan, which was received on May 6, 2008. On February 26, 2009, the compensation committee granted 2009 to 2011 LTIAs to our named executive officers and certain other members of
senior management.
The
LTIAs entitle the participant to earn shares of Class A common stock upon the attainment of certain performance goals over the applicable performance period. The compensation
committee intends for the LTIAs to have three-year performance periods. However, in order to phase in the program, the 2008 LTIAs had a one year performance period, fiscal 2008 and the
2008 to 2009 LTIAs have a two-year cumulative performance period, fiscal 2008 and fiscal 2009. The 2008 to 2010 LTIAs have a three-year cumulative performance period, fiscal
2008 through fiscal 2010.
16
Table of Contents
In general participants must remain an employee of B&G Foods until the end of the applicable performance period in order to be entitled to any payment pursuant
LTIAs, except that in the case of separation from service due to termination without cause, retirement at age 62 or older, or death or disability, then after the performance period, the participant
(or in the event of death, his or her estate) will be entitled to a pro rata portion of the number of performance shares, if any, the participant would have received had the participant remained
employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the participant was employed as compared to the
total number of months in the performance period. Also, in the case of a change of control (as defined in the 2008 Omnibus Plan) during a performance period, LTIAs will terminate. However, upon the
change in control, participants will be entitled to receive a pro rata portion of the shares of Class A common stock with respect to the target number of performance shares covered by the LTIAs
without regard to the extent to which the performance conditions have been satisfied. The pro rata portion will be based upon the number of full months in the applicable performance period preceding
the change in control as compared to the number of months in the performance period.
After
the compensation committee reviews the final full year fiscal results of our company, the compensation committee approves the total number of shares of Class A common stock
to be issued in respect of the LTIAs. LTIAs are paid in shares of Class A common stock in February or March. The awards will be settled based upon our performance over the applicable
performance period. The applicable performance metric is "excess cash" (as defined above). The LTIAs, each have a threshold, target and maximum payout. If our performance fails to meet the performance
threshold, then the awards will not vest and no shares will be issued pursuant to the awards. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the
threshold amount (50%
of the target number of shares, except as noted below for the 2008 LTIAs) up to the maximum amount (300% of the target number of shares) may be earned.
The
target number of shares for each executive and senior manager is based upon a percentage of the executive's or senior manager's annualized base salary. For each of our named
executive officer's the grant date fair market value of the target number of shares that may be earned upon satisfaction of the target performance objective is equal to the following percentages of
annualized base salary: 100%, in the case of Mr. Wenner; 75% in the case of Mr. Cantwell; and 50% in the cases of Mr. Brown, Ms. Maskal and Mr. Lerner.
The
compensation committee established the following objectives for LTIAs awarded in 2008 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Excess Cash Objective
|
|
|
|
Performance Period
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
2008 LTIAs
|
|
Fiscal 2008
|
|
$
|
505,646
|
|
$
|
7,779,175
|
|
$
|
23,337,524
|
|
2008 to 2009 LTIAs
|
|
Fiscal 2008 to 2009
|
|
$
|
3,889,587
|
|
$
|
7,779,175
|
|
$
|
23,337,524
|
|
2008 to 2010 LTIAs
|
|
Fiscal 2008 to 2010
|
|
$
|
7,548,000
|
|
$
|
15,096,000
|
|
$
|
45,288,000
|
|
2009 to 2011 LTIAs
|
|
Fiscal 2009 to 2011
|
|
$
|
14,483,000
|
|
$
|
28,966,000
|
|
$
|
43,449,000
|
|
At
the time the initial awards were granted in March 2008, it was anticipated that it would be quite difficult for our company to achieve excess cash significantly in excess of the
threshold objective for the 2008 LTIAs absent significant growth by acquisition. For that reason the compensation committee set a very low threshold relative to target for the 2008 LTIAs. However, in
order to make sure that participants did not therefore receive a payout disproportionate to the level of performance obtained, the compensation committee determined that for the 2008 LTIAs a
participant would receive only 6.5% of the target number of shares at threshold instead of 50% of the target number of shares. Actual excess cash (as defined above) for 2008 was negative $793,353. As
a result, no shares of Class A common stock in respect of the 2008 LTIAs were issued.
17
Table of Contents
Shares
of Class A common stock in respect of the 2008 to 2009 LTIAs, 2008 to 2010 LTIAs and 2009 to 2011 LTIAs will be issued in March 2010, March 2011 and March 2012,
respectively, in each case subject to the performance goals for the applicable performance period being certified in writing by our compensation committee as having been achieved.
Because
the LTIAs are subject to three-year performance periods (except in the case of the phase-in awards, which were subject to one and two-year
performance periods), multiple LTIAs are outstanding simultaneously. As a result, Class A common
stock payouts in any one particular year may not be fully consistent with performance achieved during that fiscal year because payment is as a result of performance over a three-year
period.
In
addition, the "stock awards" column in the summary compensation table sets forth, for a given year, our compensation expense for accounting purposes instead of the amount actually
awarded to an executive in a given year. Thus, even in a year such as fiscal 2008 where no stock is awarded because LTIA performance goals are not achieved, the "stock awards" column may set forth a
"stock award" amount. The dollar amount for fiscal 2008 set forth under the "stock awards" column reflects compensation expense not for the 2008 LTIAs but rather for awards that may or may not
ultimately be earned in the future under the 2008 to 2009 LTIAs and 2008 to 2010 LTIAs. The amount recorded as compensation expense for fiscal 2008 does not reflect the fair market value of the grants
to the named executive officer or whether the named executive officer will actually realize a financial benefit from the awards.
Other Compensation and Benefits
Benefits offered to executive officers serve a different purpose than do the other elements of total compensation. In general, they are
designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on
years of service with our company. Benefits offered to executive officers are the same as those offered to the general employee population, except for the automobile allowance or automobile lease
provided to the executive officers.
Executive
officers are entitled to participate in the company's defined benefit pension plan. In addition, under the company's 401(k) plan, B&G Foods makes a 50% matching contribution
with respect to each participant's elective contributions, up to six percent of such participant's compensation (provided that for fiscal 2008, matching contributions were based only on the first
$230,000 of such participant's compensation). Matching contributions become fully vested after five years of employment with the company.
Executive Severance and Change in Control Severance Benefits
For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the
triggers for payments, see "Management Employment AgreementsSeverance Benefits" below.
Chief Executive Officer Compensation
The compensation committee remains responsible for reviewing and approving the corporate goals and objectives relevant to our chief
executive officer's compensation and evaluating our chief executive officer's performance in light of those goals and objectives. Mr. Wenner has served as our President and Chief Executive
Officer since March 1993. Mr. Wenner's compensation during fiscal 2008 was based upon his employment agreement and the other factors set forth above under "Components of Executive
Compensation." The compensation committee also took into consideration the compensation of chief executive officers in the peer group described above as an independent measure of the fairness,
reasonableness and competitiveness of Mr. Wenner's compensation.
18
Table of Contents
Accounting and Tax Considerations
Financial reporting and income tax consequences to our company of individual compensation elements are important considerations for our
compensation committee when it is analyzing the overall level of compensation and the mix of compensation. Overall, the compensation committee seeks to balance its objective of ensuring a fair,
reasonable and competitive compensation package for our named executive officers with the need to insure the deductibility of compensationwhile ensuring an appropriate and transparent
impact on reported earnings and other closely followed financial measures.
Section 162(m)
limits the deduction that may be claimed by a public company for compensation paid to certain of our executive officers to $1 million except to the extent
that any excess compensation is "performance-based compensation." Through fiscal 2008, Section 162(m) has not affected our tax deductions, and the compensation committee believes that, at the
present time, it is unlikely that the compensation paid to any of our employees in a taxable year that is subject to the deduction limit will exceed $1 million. The compensation committee
intends to continue to evaluate the effects of the statute and any applicable regulations. To the extent that it is practicable and consistent with our company's executive compensation philosophy, the
compensation committee intends to design our executive compensation policy to maximize the deductibility of such compensation under Section 162(m). However, if compliance with
Section 162(m) conflicts with the compensation philosophy
or is determined not to be in the best interest of our stockholders, the compensation committee will abide by its compensation philosophy even if it results in a loss of deductibility.
Compensation Committee Interlocks and Insider Participation
No member of the compensation committee during fiscal 2008 was an officer or employee of our company or any of our subsidiaries, or was
formerly an officer of our company or any of our subsidiaries. In addition, no member of the compensation committee had any other relationship that requires disclosure under Item 407(e)(4) of
Regulation S-K.
REPORT OF THE COMPENSATION COMMITTEE
The compensation committee of the board of directors of B&G Foods has reviewed the foregoing Compensation Discussion and Analysis and
discussed that analysis with management. Based on its review and discussions with management, the committee recommended to our board of directors that the Compensation Discussion and Analysis be
included in the company's Annual Report on Form 10-K for fiscal 2008 and the company's 2009 proxy statement. This report is provided by the following independent directors, who
comprise the committee.
|
|
|
|
|
Compensation Committee
Alfred Poe,
Chairperson
James R. Chambers
Cynthia T. Jamison
|
19
Table of Contents
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information with respect to annual and long-term compensation for services in all
capacities for fiscal 2008, 2007 and 2006 paid to our named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
(1)
|
|
Stock
Awards
(2)
|
|
Non-Equity
Incentive
Plan
Compen-
sation
(3)
|
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
(4)
|
|
All Other
Compen-
sation
(5)(6)
|
|
Total
|
|
David L. Wenner
|
|
|
2008
|
|
$
|
471,255
|
|
$
|
297,777
|
|
|
|
|
$
|
96,088
|
|
$
|
17,285
|
|
$
|
882,405
|
|
|
President and Chief
|
|
|
2007
|
|
|
418,948
|
|
|
|
|
|
963,195
|
|
|
21,761
|
|
|
16,750
|
|
|
1,420,654
|
|
|
Executive Officer
|
|
|
2006
|
|
|
389,332
|
|
|
|
|
|
195,000
|
|
|
29,865
|
|
|
16,600
|
|
|
630,797
|
|
Robert C. Cantwell
|
|
|
2008
|
|
$
|
337,601
|
|
$
|
159,525
|
|
|
|
|
$
|
73,039
|
|
$
|
17,285
|
|
$
|
587,450
|
|
|
Executive Vice President of
|
|
|
2007
|
|
|
302,505
|
|
|
|
|
|
518,497
|
|
|
3,604
|
|
|
16,750
|
|
|
841,356
|
|
|
Finance and Chief Financial
|
|
|
2006
|
|
|
278,948
|
|
|
|
|
|
105,000
|
|
|
16,474
|
|
|
16,600
|
|
|
417,022
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanessa E. Maskal
|
|
|
2008
|
|
$
|
249,332
|
|
$
|
78,535
|
|
|
|
|
$
|
33,756
|
|
$
|
17,285
|
|
$
|
378,908
|
|
|
Executive Vice President of
|
|
|
2007
|
|
|
222,024
|
|
|
|
|
|
310,265
|
|
|
17,752
|
|
|
16,750
|
|
|
566,791
|
|
|
Sales and Marketing
|
|
|
2006
|
|
|
145,102
|
|
|
|
|
|
40,615
|
|
|
8,683
|
|
|
14,650
|
|
|
209,050
|
|
James H. Brown
|
|
|
2008
|
|
$
|
259,717
|
|
$
|
81,807
|
|
|
|
|
$
|
63,530
|
|
$
|
21,456
|
|
$
|
426,510
|
|
|
Executive Vice President of
|
|
|
2007
|
|
|
240,963
|
|
|
|
|
|
330,199
|
|
|
3,293
|
|
|
21,238
|
|
|
595,693
|
|
|
Manufacturing
|
|
|
2006
|
|
|
229,102
|
|
|
|
|
|
84,000
|
|
|
15,843
|
|
|
20,953
|
|
|
349,898
|
|
Scott E. Lerner
|
|
|
2008
|
|
$
|
264,332
|
|
$
|
83,444
|
|
|
|
|
$
|
8,724
|
|
$
|
17,285
|
|
$
|
373,785
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
239,717
|
|
|
|
|
|
323,199
|
|
|
3,321
|
|
|
16,750
|
|
|
582,987
|
|
|
General Counsel and Secretary
|
|
|
2006
|
|
|
229,717
|
|
|
|
|
|
60,154
|
|
|
6,734
|
|
|
11,662
|
|
|
308,267
|
|
Albert J. Soricelli, Jr.
|
|
|
2008
|
|
$
|
293,481
|
|
|
|
|
|
|
|
$
|
69,731
|
|
$
|
480,526
|
|
$
|
843,738
|
|
|
Former Executive Vice
|
|
|
2007
|
|
|
269,890
|
|
|
|
|
|
363,598
|
|
|
13,794
|
|
|
16,750
|
|
|
664,032
|
|
|
President of Marketing and
|
|
|
2006
|
|
|
258,909
|
|
|
|
|
|
90,650
|
|
|
17,592
|
|
|
16,600
|
|
|
383,751
|
|
|
Strategic Planning
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
The
current base salary as of the date of this proxy statement for each named executive officer who currently serves as an executive officer is as follows:
Mr. Wenner, $473,000; Mr. Cantwell, $338,000; Ms. Maskal, $255,000; Mr. Brown, $255,000; and Mr. Lerner, $265,000.
-
(2)
-
None
of the named executive officers received any shares of stock during fiscal 2008. No shares of Class A common stock were earned in respect of
2008 performance share LTIAs. The amounts shown in this column reflect instead the compensation expense recognized by B&G Foods for financial statement reporting purposes in accordance with Statement
of Financial Accounting Standards No. 123R (SFAS No. 123R) in respect of performance share LTIAs granted to the named executive officers in respect of projected achievement of
performance objectives of 2008 to 2009 LTIAs and 2008 to 2010 LTIAs and do not reflect either the fair market value of the grants to the named executive officer or whether the named executive officer
actually realized or will realize a financial benefit from the awards. For information on the assumptions used to calculate the value of the performance share LTIAs, refer to Note 15 to our
consolidated financial statements in our Annual Report on Form 10-K for fiscal 2008, filed with the SEC on March 5, 2009.
-
(3)
-
As
set forth in the table below, the amounts shown in this column represent payments made under our 2006 annual bonus plan, 2007 annual bonus plan and 2007
special bonus program. No awards were earned and no payments were made under the 2008 annual bonus plan.
20
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
Annual
Bonus Award
|
|
2007 Special
Bonus Award
|
|
Total
|
|
David L. Wenner
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
420,000
|
|
$543,195
|
|
$
|
963,195
|
|
|
|
|
2006
|
|
|
195,000
|
|
N/A
|
|
|
195,000
|
|
Robert C. Cantwell
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
227,500
|
|
$290,997
|
|
$
|
518,497
|
|
|
|
|
2006
|
|
|
105,000
|
|
N/A
|
|
|
105,000
|
|
Vanessa E. Maskal
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
168,000
|
|
$142,265
|
|
$
|
310,265
|
|
|
|
|
2006
|
|
|
40,615
|
|
N/A
|
|
|
40,615
|
|
James H. Brown
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
175,000
|
|
$155,199
|
|
$
|
330,199
|
|
|
|
|
2006
|
|
|
84,000
|
|
N/A
|
|
|
84,000
|
|
Scott E. Lerner
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
168,000
|
|
$155,199
|
|
$
|
323,199
|
|
|
|
|
2006
|
|
|
60,154
|
|
N/A
|
|
|
60,154
|
|
Albert J. Soricelli, Jr.
|
|
|
2008
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
2007
|
|
$
|
189,000
|
|
$174,598
|
|
$
|
363,598
|
|
|
|
|
2006
|
|
|
90,650
|
|
N/A
|
|
|
90,650
|
|
-
(4)
-
Represents
the aggregate change in pension value of the named executive officer's accumulated benefit under our defined benefit pension plan. See the
pension benefits table on page 26 for additional information, including the present value assumptions used in this calculation. We do not have any non-qualified deferred
compensation plans.
-
(5)
-
The
amounts shown in this column include employer costs relating to personal use of a company automobile or automobile allowances paid and our company's
matching contributions to our 401(k) plan. In accordance with SEC rules, the compensation in the table omits information regarding group life, health, hospitalization and medical reimbursement plans
that do not discriminate in scope, terms or operation, in favor of executive officers or directors of B&G Foods and that are available generally to all salaried employees.
-
-
The
following table describes each component of the "all other compensation" column, except for Mr. Soricelli. For Mr. Soricelli,
the "all other compensation" column also includes the amounts described in footnote (6) below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
Matching
Contributions
to 401(k) Plan
|
|
Automobile
Allowance(A)
|
|
Total
|
|
David L. Wenner
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
10,385
|
|
$
|
17,285
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
10,000
|
|
|
16,750
|
|
|
|
|
2006
|
|
|
6,600
|
|
|
10,000
|
|
|
16,600
|
|
Robert C. Cantwell
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
10,385
|
|
$
|
17,285
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
10,000
|
|
|
16,750
|
|
|
|
|
2006
|
|
|
6,600
|
|
|
10,000
|
|
|
16,600
|
|
Vanessa E. Maskal
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
10,385
|
|
$
|
17,285
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
10,000
|
|
|
16,750
|
|
|
|
|
2006
|
|
|
4,650
|
|
|
10,000
|
|
|
14,650
|
|
James H. Brown
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
14,556
|
|
$
|
21,456
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
14,488
|
|
|
21,238
|
|
|
|
|
2006
|
|
|
6,600
|
|
|
14,353
|
|
|
20,953
|
|
Scott E. Lerner
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
10,385
|
|
$
|
17,285
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
10,000
|
|
|
16,750
|
|
|
|
|
2006
|
|
|
1,662
|
|
|
10,000
|
|
|
11,662
|
|
Albert J. Soricelli, Jr.
|
|
|
2008
|
|
$
|
6,900
|
|
$
|
10,039
|
|
$
|
16,939
|
|
|
|
|
2007
|
|
|
6,750
|
|
|
10,000
|
|
|
16,750
|
|
|
|
|
2006
|
|
|
6,600
|
|
|
10,000
|
|
|
16,600
|
|
-
(A)
-
In
the case of each of the named executive officers other than Mr. Brown, the amount shown reflects an unrestricted automobile allowance that is
fully taxable to the officer. In the case of Mr. Brown, the amount shown reflects the annualized lease value (calculated in accordance with tables provided by the IRS) of an automobile leased
by B&G Foods on behalf of Mr. Brown.
-
(6)
-
Mr. Soricelli
resigned from B&G Foods effective December 15, 2008. In addition to the amounts set forth in footnote (5) above, for
Mr. Soricelli, "all other compensation" also includes the following severance and termination payments: salary continuation, $285,000; annual bonus acceleration, $99,750; cash payment in lieu
of long-term incentive awards, $35,000; continuation of health benefits, $13,837; cash payment in lieu of long-term disability insurance, $10,000; and outplacement services,
$20,000.
21
Table of Contents
Grants of Plan Based Awards in Fiscal 2008
The following table sets forth information about non-equity and equity awards granted to the named executive officers in
fiscal 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
(3)
($)
|
|
Name
|
|
Grant
Date
(2)
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
David L. Wenner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
227,500
|
|
$
|
455,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
2,957
|
|
|
45,500
|
|
|
136,500
|
|
|
|
$
|
387,205
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
22,750
|
|
|
45,500
|
|
|
136,500
|
|
|
|
$
|
349,440
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
22,750
|
|
|
45,500
|
|
|
136,500
|
|
|
|
$
|
313,040
|
|
Robert C. Cantwell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
118,300
|
|
$
|
236,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
1,584
|
|
|
24,375
|
|
|
73,125
|
|
|
|
$
|
207,431
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
12,187
|
|
|
24,375
|
|
|
73,125
|
|
|
|
$
|
187,200
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
12,187
|
|
|
24,375
|
|
|
73,125
|
|
|
|
$
|
167,700
|
|
Vanessa E. Maskal.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
89,250
|
|
$
|
178,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
780
|
|
|
12,000
|
|
|
36,000
|
|
|
|
$
|
102,120
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
12,000
|
|
|
36,000
|
|
|
|
$
|
92,160
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
12,000
|
|
|
36,000
|
|
|
|
$
|
82,560
|
|
James H. Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
89,250
|
|
$
|
178,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
812
|
|
|
12,500
|
|
|
37,500
|
|
|
|
$
|
106,375
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,250
|
|
|
12,500
|
|
|
37,500
|
|
|
|
$
|
96,000
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,250
|
|
|
12,500
|
|
|
37,500
|
|
|
|
$
|
86,000
|
|
Scott E. Lerner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
89,250
|
|
$
|
178,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
828
|
|
|
12,750
|
|
|
38,250
|
|
|
|
$
|
108,503
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,375
|
|
|
12,750
|
|
|
38,250
|
|
|
|
$
|
97,920
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
6,375
|
|
|
12,750
|
|
|
38,250
|
|
|
|
$
|
87,720
|
|
Albert J. Soricelli, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Annual Bonus Plan
(1)
|
|
|
|
|
|
|
|
$
|
99,750
|
|
$
|
199,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
926
|
|
|
14,250
|
|
|
42,750
|
|
|
|
$
|
121,268
|
|
|
2008-2009 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
7,125
|
|
|
14,250
|
|
|
42,750
|
|
|
|
$
|
109,440
|
|
|
2008-2010 LTIAs
|
|
|
5/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
7,125
|
|
|
14,250
|
|
|
42,750
|
|
|
|
$
|
98,040
|
|
-
(1)
-
Shows
the potential value of the payout for the named executive officer under our annual bonus plan for fiscal 2008 if the threshold, target or maximum
adjusted EBITDA objective is satisfied. The potential payouts are performance-driven and therefore completely at risk. As reflected in the footnote to the non-equity incentive plan
compensation column in the summary compensation table, no awards were earned under the 2008 annual bonus plan and thus no payments were made to the named executive officers.
-
(2)
-
For
each of the LTIAs, represents the measurement date or deemed grant date for accounting purposes. The compensation committee granted the awards on
March 10, 2008 subject to stockholder approval subsequently obtained on May 6, 2008.
-
(3)
-
The
values included in this column represent the measurement date fair value of the performance share LTIAs reduced by the present value of expected
dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period) computed in accordance with
SFAS No. 123R. For a discussion of the assumptions used in calculating the compensation cost is set forth in Note 15 of the notes to our consolidated financial statements in our 2008
Annual Report.
22
Table of Contents
Outstanding Equity Awards at 2008 Fiscal Year-End
The following table provides information on the outstanding equity awards held by the named executive officers as of January 3,
2009. None of the named executive officers held any option awards at January 3, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
(#)
|
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)
|
|
Equity Incentive
Plan Awards:
Performance
Period
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights that Have
Not Vested
(1)
(#)
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights that Have
Not Vested
(1)
($)
|
|
David L. Wenner
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
45,500
|
|
$
|
247,050
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
45,500
|
|
$
|
247,050
|
|
Robert C. Cantwell
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
24,375
|
|
$
|
133,819
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
24,375
|
|
$
|
133,819
|
|
Vanessa E. Maskal.
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
12,000
|
|
$
|
65,880
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
12,000
|
|
$
|
65,880
|
|
James H. Brown
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
12,500
|
|
$
|
68,625
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
12,500
|
|
$
|
68,625
|
|
Scott E. Lerner
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
12,750
|
|
$
|
69,998
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
12,750
|
|
$
|
69,998
|
|
Albert J. Soricelli, Jr.
(2)
|
|
|
|
|
|
|
|
|
2008 to 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 to 2010
|
|
|
|
|
|
|
|
-
(1)
-
These
columns show the number of shares of Class A common stock each named executive officer would receive under each grant of performance shares
LTIAs, assuming that the financial targets associated with each award are achieved at 100%, and the dollar value of those shares based on the closing market price of the company's common stock on
January 2, 2009 (the last business day of fiscal 2008).
-
(2)
-
Mr. Soricelli
resigned effective December 15, 2008. See footnote (6) to the summary compensation table above.
Option Exercises and Stock Vested in Fiscal 2008
None of our named executive officers held any stock options during fiscal 2008. In addition, the performance threshold was not met for
the 2008 performance share LTIAs. Therefore, no stock options were exercised by and no stock awards vested for any of our named executive officers during fiscal 2008.
Management Employment Agreements
We have entered into employment agreements with each of our named executive officers. Each executive's base salary as set forth above
in the summary compensation table is subject to annual increases at the discretion of the compensation committee. Each executive is eligible to earn additional incentive compensation under our annual
bonus plan and any other incentive compensation programs we provide. Each executive is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other
executive benefits, including an automobile allowance and cellular phone allowance, (3) participate in all employee benefits plans maintained by us for our employees and (4) receive
other customary employee benefits.
Each
agreement is subject to automatic one-year extensions, unless earlier terminated. Each agreement may be terminated by the executive at any time for any reason, provided
that he gives us 60 days advance written notice of his resignation, subject to special notice rules in certain instances, including a change in control or in the event that we substantially
alter his or her duties so that he or
23
Table of Contents
she
can no longer perform his or her duties in accordance with his or her agreement with us. Each agreement may also be terminated by us for any reason, including for "cause" (as defined in the
employment agreements). We must give 60 days advance written notice if the termination is without cause. During the executive's employment and for one year after his or her voluntary
resignation or termination for cause, each executive has agreed that he or she will not be employed or otherwise
engaged by any food manufacturer operating in the United States that directly competes with our business.
Severance Benefits
Executive Severance Benefits.
To ensure that we are offering a competitive executive compensation program, we believe it is important to
provide
reasonable severance benefits to our executive officers. In the case of termination by us without cause, termination by us due to the executive's disability, or a resignation by the executive
described above that is considered to be a termination by us without cause, each executive officer's employment agreement provides that he or she will receive the following severance benefits, in
addition to accrued and unpaid compensation and benefits, for a severance period of two years in the case of Mr. Wenner and for a severance period of one year in the case of each of the other
named executive officers: (1) salary continuation payments for each year of the applicable severance period in an amount per year equal to 150% of his then current annual salary in the case of
Mr. Wenner, and 135% of his or her then current annual base salary in the case of each of the other named executive officers, (2) continuation during the applicable severance period of
medical, dental, life insurance and disability insurance for the named executive, his or her spouse and his or her dependents, or if the continuation of all or any of the such benefits is not
available because of his or her status as a terminated employee, a payment equal to the market value of such excluded benefits, (3) if legally allowed, two additional years of service credit
under our qualified defined benefit pension plan in the case of Mr. Wenner, and one additional year of service credit in the case of each of the other named executive officers and
(4) outplacement services.
The
estimated severance and other benefits for each named executive officer in the event a termination by us without cause are set forth below. The amounts assume that the termination
without cause was effective as of January 3, 2009 and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named
executive officers upon their termination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Continuation
of Salary
|
|
Continuation of
Health Care
and Other
Insurance
Benefits
|
|
Estimated
Present Value
of Additional
Pension
Credits
|
|
Total
|
|
David L. Wenner
|
|
$
|
1,419,000
|
|
$
|
48,029
|
|
$
|
43,686
|
|
$
|
1,510,715
|
|
Robert C. Cantwell
|
|
$
|
456,300
|
|
$
|
24,014
|
|
$
|
13,803
|
|
$
|
494,117
|
|
Vanessa E. Maskal.
|
|
$
|
344,250
|
|
$
|
23,727
|
|
$
|
12,891
|
|
$
|
380,868
|
|
James H. Brown
|
|
$
|
344,250
|
|
$
|
23,397
|
|
$
|
23,675
|
|
$
|
391,322
|
|
Scott E. Lerner
|
|
$
|
357,750
|
|
$
|
23,763
|
|
$
|
5,497
|
|
$
|
387,010
|
|
Change in Control Severance Benefits.
From time to time, we may explore potential transactions that could result in a change in control
of our
company. We believe that when a transaction is perceived as imminent, or is taking place, we should be able to receive and rely on the disinterested service of our executive officers, without them
being distracted or concerned by the personal uncertainties and risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the
interests of our executives, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the
value of our stockholders' investments.
24
Table of Contents
In
accordance with the respective employment agreements of Mr. Cantwell, Ms. Maskal, Mr. Brown and Mr. Lerner, the severance period set forth above will be
increased to two years after his or her termination of employment if his or her termination is following a change in control. In addition, if the executive terminates his or her employment following a
change in control and becomes subject to the "golden parachute" excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, his or her payments will be increased so that he or
she will be in the same after-tax economic position that he would be in if the excise tax did not apply.
The
estimated severance and other benefits for each named executive officer in the event a change in control and termination of employment, and the potential tax obligations of the
company for these benefits are set forth below. The amounts assume that the change of control and termination was effective as of January 3, 2009 and thus are based upon amounts earned through
such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination and the potential tax obligations of the company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Continuation
of Salary
|
|
Continua-
tion of
Health Care
and Other
Insurance
Benefits
|
|
Estimated
Present
Value of
Additional
Pension
Credits
|
|
Accelerated
Vesting of
LTIAs
(1)
|
|
Potential
excise tax
liability
and
gross up
for
excise
taxes
(2)
|
|
Total
|
|
David L. Wenner
|
|
$
|
1,419,000
|
|
$
|
48,029
|
|
$
|
43,686
|
|
$
|
208,159
|
|
|
|
|
$
|
1,718,874
|
|
Robert C. Cantwell
|
|
$
|
912,600
|
|
$
|
48,029
|
|
$
|
27,605
|
|
$
|
111,513
|
|
|
|
|
$
|
1,099,747
|
|
Vanessa E. Maskal.
|
|
$
|
688,500
|
|
$
|
47,453
|
|
$
|
25,782
|
|
$
|
54,900
|
|
$
|
309,498
|
|
$
|
1,126,133
|
|
James H. Brown
|
|
$
|
688,500
|
|
$
|
46,794
|
|
$
|
47,349
|
|
$
|
57,184
|
|
|
|
|
$
|
839,827
|
|
Scott E. Lerner
|
|
$
|
715,500
|
|
$
|
47,527
|
|
$
|
10,993
|
|
$
|
54,900
|
|
$
|
279,428
|
|
$
|
1,108,348
|
|
-
(1)
-
Based
upon the closing price of $5.49 per share of our company's Class A common stock on January 2, 2009.
-
(2)
-
The
calculation of the estimated gross-up payment assumes a 38% combined individual federal and state tax rate and a 20% excise tax.
Release.
The obligation of B&G Foods to provide the salary continuation and other severance benefits described above is contingent
upon and subject
to the execution and delivery by the executive officer of a general release. The general release is required to provide that for and in consideration of the salary continuation and other severance
benefits, the executive officer release any and all claims and rights ensuing from his employment with and termination from our company, which he or she may have against the company or any of our
subsidiaries or other affiliates, and their respective trustees, officers, managers, employees and agents, arising from or related to his employment or termination.
401(k) Plan
We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under
Section 401(k) of the Internal Revenue Code of 1986. Our employees become eligible to participate in the plan upon completing one year of employment of at least 1,000 hours with us. Each
participant in the plan may elect to defer, in the form
of contributions to the plan, up to 75% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative
committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($15,500 in 2008 if the participant is under age 50, and $20,500 in 2008 if age is 50 or over). We make a
50% matching contribution with respect to each participant's elective contributions up to six percent of such participant's compensation (provided that for fiscal 2008, matching contributions were
based only on the first $230,000 of such participant's compensation). Matching contributions become fully vested after five years of employment with the company.
25
Table of Contents
Pension Plan
We maintain a pension plan for certain eligible employees meeting minimum eligibility requirements in which each of our named executive
officers participates. The pension plan is designed and administered to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. The pension plan provides unreduced
retirement benefits at age 62 based on the average of the five highest consecutive years of earnings in the last ten years. Benefits under the plan are calculated generally under a formula of 0.75% of
final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, multiplied by service limited to
35 years. The compensation covered by the pension plan is W-2 earnings and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan. As required by
Section 401(a)(17) of the Internal Revenue Code of 1986, for 2008, benefits under the pension plan were based only on the first $230,000 of an employee's annual earnings. In certain cases,
additional years of credited service may be granted as described above under "Management Employment AgreementsSeverance Benefits." In most cases, employees are not entitled to a lump sum
payment of the pension benefits. Upon retirement, the total amount of accumulated benefits is calculated as a monthly installment and is paid out over the remaining life of the employee (or if
elected, over the lives of the employee and his or her beneficiary at a reduced monthly benefit).
Pension Benefits Table
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number
of Years
of
Credited
Service
|
|
Present Value of
Accumulated Benefit
(1)
|
|
Payments
During
Last
Fiscal
Year
|
|
David L. Wenner
|
|
|
19
|
|
$
|
420,484
|
|
|
|
|
Robert C. Cantwell
|
|
|
25
|
|
$
|
309,530
|
|
|
|
|
Vanessa E. Maskal
|
|
|
7
|
|
$
|
90,240
|
|
|
|
|
James H. Brown
|
|
|
21
|
|
$
|
497,168
|
|
|
|
|
Scott E. Lerner
|
|
|
3
|
|
$
|
18,779
|
|
|
|
|
Albert J. Soricelli, Jr.
|
|
|
10
|
|
$
|
185,526
|
|
|
|
|
-
(1)
-
The
present value of the accumulated benefit for each named executive officer reflects pension benefits payable at the earliest age the named executive
officer may retire without significant benefit reductions, or current age, if later. The same assumptions used in Note 12 to B&G Foods' audited financial statements in the 2008 Annual Report
are used in calculating the present value of accumulated pension benefits, including a discount rate of 6.00%. The present value of the accumulated benefit is also based upon a
post-retirement mortality rate in accordance with the 1994 Group Annuity Mortality Table and the single life annuity payment form. At the end of fiscal 2008, Mr. Brown was eligible
to retire with an unreduced retirement benefit under our pension plan because he is over age 62.
26
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 9, 2009 with respect to the beneficial ownership of our Class A
common stock, and shows the number of and percentage owned by:
-
-
each person or entity known to us to beneficially own five percent or more of our Class A common stock;
-
-
each director of our company;
-
-
the executive officers named in the summary compensation table; and
-
-
all of our directors and executive officers as a group.
Unless
otherwise specified, all shares are directly held.
Beneficial
ownership of shares is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared
voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with
respect to all shares of stock held by such person. As of March 9, 2009, 36,246,657 shares of Class A common stock were outstanding (of which 17,718,136 were represented by EISs and
18,528,521 were held separately) and no shares of Class B common stock were outstanding.
|
|
|
|
|
|
|
|
|
|
Class A Common Stock
|
|
Name of Beneficial Owner
|
|
Shares
|
|
Percentage
|
|
David L. Wenner
(1)
|
|
|
193,969
|
|
|
*
|
|
Robert C. Cantwell
(2)
|
|
|
140,869
|
|
|
*
|
|
James H. Brown
(3)
|
|
|
137,369
|
|
|
*
|
|
Scott E. Lerner
(4)
|
|
|
334
|
|
|
*
|
|
Vanessa E. Maskal
(3)
|
|
|
3,000
|
|
|
*
|
|
James R. Chambers
(3)
|
|
|
3,600
|
|
|
*
|
|
Dennis M. Mullen
(3)
|
|
|
3,600
|
|
|
*
|
|
Cynthia T. Jamison
(3)
|
|
|
3,600
|
|
|
*
|
|
Alfred Poe
(3)
|
|
|
3,600
|
|
|
*
|
|
Stephen C. Sherrill
(5)
|
|
|
158,600
|
|
|
*
|
|
All current directors and executive officers as a group (10 persons)
(6)
|
|
|
648,541
|
|
|
1.8
|
%
|
-
*
-
Less
than 1%
-
(1)
-
Of
the 193,969 shares beneficially owned by Mr. Wenner, 51,600 are represented by EISs and 142,369 are held separately. Includes 9,600 shares, all of
which are represented by EISs, owned by Mr. Wenner's wife.
-
(2)
-
Of
the 140,869 shares of beneficially owned by Mr. Cantwell, 3,500 shares are represented by EISs and 137,369 are held separately. Includes 2,000
shares, all of which are represented by EISs, owned by Mr. Cantwell's wife.
-
(3)
-
All
of such shares are held separately (i.e., not represented by EISs).
-
(4)
-
All
334 shares beneficially owned by Mr. Lerner are represented by EISs.
-
(5)
-
Of
the 158,600 shares beneficially owned by Mr. Sherrill, 155,000 are represented by EISs and 3,600 are held separately.
-
(6)
-
Of
the 648,541 shares beneficially owned by the current directors and officers, 210,434 are represented by EISs and 438,107 are held separately.
27
Table of Contents
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended requires our directors and executive officers and any persons
who own more than ten percent of our Class A common stock to file with the Securities and Exchange Commission various reports as to ownership of and changes of ownership in any class of equity
securities of our company. Such persons are required
by Securities and Exchange Commission regulation to furnish us with copies of all Section 16 reports they file. As a practical matter, B&G Foods assists its directors and officers by monitoring
transactions and completing and filing Section 16 reports on their behalf. To our knowledge, the Section 16(a) filing requirements were met on a timely basis during fiscal 2008.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Related Party Transactions
Our board of directors recognizes that transactions involving our company and related parties present heightened risk of potential or
actual conflicts of interest which may interfereor even appear to interferewith the interests of our company. Therefore, it is the policy of our company (as set forth in our
corporate governance guidelines) that an independent committee designated by the board shall review, approve or ratify any transaction with related parties required to be reported by our company under
the applicable rules and regulations governing related party transactions promulgated by the Securities and Exchange Commission.
Fiscal 2008 Related Party Transactions
In fiscal 2008, there were no related party transactions with any director or executive officer of B&G Foods or any other related
person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed.
REPORT OF THE AUDIT COMMITTEE
Under the guidance of a written charter adopted by our board of directors, the audit committee oversees our management's conduct of the
financial reporting process on behalf of the board of directors. A copy of the charter is available at the investor relations section of
our company's website,
www.bgfoods.com
. The audit committee also appoints the independent registered public accounting firm to be retained to audit our
company's consolidated financial statements and internal control over financial reporting, and once retained, the independent registered public accounting firm reports directly to the audit committee.
The audit committee is responsible for pre-approving both audit and non-audit services to be provided by the independent registered public accounting firm. The audit
committee's charter reflects the above-mentioned responsibilities, and the audit committee and the board of directors periodically review and revise the charter.
Management
is responsible for our company's financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America. Our company's independent registered public accounting firm is responsible for auditing those consolidated
financial statements and expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America. In addition,
our company's independent registered public accounting firm will express its own opinion on the effectiveness of the company's internal control over financial reporting. The audit committee's
responsibility is to monitor and review these processes. It is not the audit committee's duty or responsibility to conduct auditing or accounting reviews.
28
Table of Contents
The
audit committee met six times during fiscal 2008. During fiscal 2009 and future fiscal years, the audit committee will meet at least four times annually, or more frequently as
circumstances dictate. During fiscal 2008, the audit committee also met with management periodically to consider the adequacy of our company's internal controls, and discussed these matters and the
overall scope and plans for the audit of our company with our independent registered public accounting firm, KPMG LLP (KPMG). The audit committee met with the independent registered public
accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the effectiveness of our internal control over financial reporting, and the overall
quality of our financial reporting. The audit committee also discussed with senior management our company's disclosure controls and procedures and the certifications by our chief executive officer and
chief financial officer, which are required by the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002 for certain of our company's filings with the Securities and Exchange
Commission. The audit committee also met separately from time to time with our chief financial officer and with our general counsel, and at least quarterly, the audit committee met in executive
session.
In
fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated
financial statements in the annual report for the year ended January 3, 2009, management's assessment of the effectiveness of our company's internal control over financial reporting and the
independent registered public accounting firm's evaluation of the effectiveness of our company's internal control over financial reporting as of January 3, 2009. The audit committee reviewed
with the independent registered public
accounting firm, who is responsible for expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America,
its judgments as to the quality, not just the acceptability, of our company's accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial
statements and such other matters as are required to be discussed with the audit committee under auditing standards of the Public Company Accounting Oversight Board (PCAOB). In addition, the audit
committee has discussed with the independent registered public accounting firm its independence from our company and our management, including the matters in the written disclosures and letter which
were received by the audit committee from the independent registered public accounting firm as required by the applicable requirements of the PCAOB, and considered the compatibility of
non-audit services with KPMG LLP's independence.
In
reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board approved) that the audited consolidated financial
statements be included in the Annual Report on Form 10-K for the fiscal year ended January 3, 2009 for filing with the SEC.
|
|
|
|
|
Audit Committee
Cynthia T. Jamison,
Chairperson
Dennis M. Mullen
Alfred Poe
|
29
Table of Contents
PROPOSAL NO. 2APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Introduction
The audit committee has appointed KPMG LLP as the independent registered public accounting firm to audit our consolidated
financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending January 2, 2010.
We
are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or
otherwise, our board of directors is submitting the selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the
audit committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the audit committee in its discretion may select a
different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders.
One
or more representatives of KPMG LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate stockholder questions.
Independent Registered Public Accounting Firm Fees
In addition to performing the audit of our consolidated financial statements and our internal control over financial reporting,
KPMG LLP has provided various other services during fiscal 2008 and 2007. The aggregate fees billed for fiscal 2008 and 2007 for each of the following categories of services are as follows:
|
|
|
|
|
|
|
|
|
Type of Fees
|
|
Fiscal 2008
|
|
Fiscal 2007
|
|
Audit Fees
|
|
$
|
906,744
|
|
$
|
1,015,500
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
28,237
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
906,744
|
|
$
|
1,043,737
|
|
|
|
|
|
|
|
In
accordance with the SEC's definitions and rules the terms in the above table have the following meanings:
"
Audit Fees
" are the aggregate fees billed for each of fiscal 2008 and 2007 for professional services rendered by KPMG LLP for the
audit of our consolidated financial statements included in our annual reports on Form 10-K and review of the unaudited consolidated financial statements included in our quarterly
reports on Form 10-Q; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects; and for services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements for
fiscal 2008 and 2007. Audit fees for fiscal 2007 also included fees billed for professional services rendered with respect to engagements, consents, comfort letters and assistance with the review of
our filings with the SEC in connection with our initial public offering of our Class A common stock as a separately traded security.
"
Audit-Related Fees
" are the aggregate fees billed in each of fiscal 2008 and 2007 for assurance and related services by KPMG LLP
that are reasonably related to the performance of the audit or review of our consolidated financial statements. No audit-related services were provided by KPMG LLP during fiscal 2008 or 2007.
30
Table of Contents
"
Tax Fees
" are the aggregate fees billed in each of fiscal 2008 and 2007 for professional services rendered by KPMG LLP for tax
compliance, tax advice and tax planning. During fiscal 2007, KPMG LLP prepared a transfer pricing study for one of our Canadian subsidiaries. No other tax compliance, tax advice or tax planning
services were provided by KPMG LLP during fiscal 2008 or 2007.
"
All Other Fees
" are the aggregate fees billed in each of fiscal 2008 and 2007 for products and services provided by KPMG LLP not
included in the first three categories. No such other products or services were provided by KPMG LLP during fiscal 2008 or 2007.
The
audit committee has reviewed summaries of the services provided by KPMG LLP and the related fees, and the audit committee has determined that the provision of the
non-audit services described above is compatible in maintaining the independence of KPMG LLP.
All
of the services described above were pre-approved by our audit committee in accordance with its pre-approval policy. The audit committee
pre-approval policy provides that all auditing services and all non-audit services to be provided by KPMG LLP be pre-approved by the audit committee,
provided that the audit committee shall not approve any prohibited non-audit services set forth in Section 10A(g) of the Exchange Act.
Required Vote
Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the
votes cast by the holders of the shares of Class A common stock voting in person or by proxy at the annual meeting.
Recommendation of the Board of Directors
The board of directors recommends that the stockholders vote "FOR" the ratification of the appointment of
KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2010.
OTHER MATTERS
Our management is not aware of any other matters to be presented for action at the annual meeting; however, if any such matters are
properly presented for action, it is the intention of the proxy appointees to vote in accordance with their best judgment on such matters.
ADDITIONAL INFORMATION
Stockholder Proposals for Inclusion in Our 2010 Annual Meeting Proxy Statement and Proxy Card
Under the rules of the Securities and Exchange Commission, any stockholder proposal to be considered by us for inclusion in our 2010
proxy statement and form of proxy card for next year's annual meeting of stockholders, expected to be held in May 2010, must be received by our corporate secretary at our principal executive offices
located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054, not later than November 16, 2009 (120 days prior to the first anniversary of this proxy statement). The Securities
and Exchange Commission rules set forth standards as to what stockholder proposals are required to be included in a proxy statement.
In
addition, our bylaws establish an advance notice procedure with regard to stockholder proposals, including stockholder proposals not included in our proxy statement, to be brought
before an annual meeting of stockholders. In general, notice must be received by our corporate secretary not less than 120 days nor more than 150 days prior to the first anniversary of
this proxy statement and must contain specified information concerning the matters to be brought before the meeting and concerning
31
Table of Contents
the
stockholder making the proposal. If no annual meeting was held in the previous year, notice must be received not less than 10 days following the earlier of the day on which notice of the
meeting date was mailed and the public announcement of such meeting date. Therefore, to be presented at next year's annual meeting, stockholder proposals, whether or not submitted for consideration
for inclusion
in our proxy statement, must be received on or after October 17, 2009 but not later than November 16, 2009.
Householding
Some brokers, banks and other nominee record holders may be participating in the practice of "householding" proxy statements and annual
reports or notices of Internet availability of proxy materials, as applicable. This means that only one copy of such items may have been sent to multiple stockholders in your household. B&G Foods will
promptly deliver a separate copy of these documents to you if you so request by writing or calling as follows: B&G Foods, Inc., Attention: Secretary, Four Gatehall Drive, Suite 110,
Parsippany, NJ 07054; telephone, 973.401.6500. If you want to receive separate copies of the annual report and proxy statement or notice of Internet availability of proxy materials, as applicable, in
the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker, bank or other nominee record holder, or you may contact
us at the above address and phone number.
|
|
|
|
|
By Order of the Board of Directors,
|
|
|
Scott E. Lerner
Secretary
|
Parsippany,
New Jersey
March 16, 2009
32
|
PROXY CARD B&G
FOODS, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 5, 2009 THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned holder of
Class A Common Stock of B&G FOODS, INC., a Delaware corporation (the
Company), does hereby constitute and appoint Robert C. Cantwell and Scott
E. Lerner, or either one of them, with full power to act alone and to
designate substitutes, the true and lawful proxies of the undersigned for and
in the name and stead of the undersigned, to vote all shares of Class A
Common Stock of the Company which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders to be held at the
Hanover Marriott, 1401 Route 10 East, Whippany, NJ 07981, on May 5, 2009 at
10:00 a.m., local time, and at any and all adjournments and postponements
thereof (the Annual Meeting), on all matters that may come before such
Annual Meeting. Said proxies are instructed to vote on the following matters
in the manner herein specified. (CONTINUED, AND TO BE MARKED, DATED AND
SIGNED, ON THE OTHER SIDE) Address Change/Comments (Mark the corresponding
box on the reverse side) BNY MELLON SHAREOWNER SERVICES P.O. BOX 3550 SOUTH
HACKENSACK, NJ 07606-9250 FOLD AND DETACH HERE Choose MLinkSM for fast, easy
and secure 24/7 online access to your future proxy materials, investment plan
statements, tax documents and more. Simply log on to Investor ServiceDirect®
at www.bnymellon.com/shareowner/isd where step-by-step instructions will
prompt you through enrollment. 45321
|
|
The Board of Directors recommends a vote FOR
each of the nominees in Proposal No. 1 and FOR the ratification of the
appointment of KPMG LLP as independent registered public accounting firm
(Proposal No. 2). Please mark your votes as indicated in this example VOTE
WITHHOLD VOTE FOR ALL FOR ALL FOR ALL EXCEPT* 1. Election of Directors
(Proposal No. 1): Nominees: 01 Robert C. Cantwell 02 James R. Chambers 03
Cynthia T. Jamison 04 Dennis M. Mullen 05 Alfred Poe 06 Stephen C. Sherrill
07 David L. Wenner *_To withhold authority to vote for one or more
nominee(s), mark Vote for All Except and write the name(s) of the
nominee(s) for which you are withholding authority below: * FOR AGAINST
ABSTAIN 2. Ratification of Appointment of KPMG LLP as Independent Registered
Public Accounting Firm (Proposal No. 2): 3. Other Matters: In their
discretion, the proxies are authorized to vote upon such other matters as may
properly come before the Annual Meeting. The undersigned hereby revokes all
previous proxies. If this proxy is properly executed, the shares of Class A
Common Stock covered hereby will be voted as specified herein. If no
specification is made, such shares will be voted FOR each of the nominees
in Proposal No. 1; FOR the ratification of the appointment of KPMG LLP as
independent registered public accounting firm (Proposal No. 2); and as the
proxies deem advisable on such other matters as may properly come before the
Annual Meeting. Mark Here for Address Change or Comments SEE REVERSE Signature
Signature Date ,2009 Note: Please date this proxy,
sign your name exactly as it appears hereon, and return promptly using the
enclosed postage paid envelope. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. FOLD AND DETACH HERE B&G Foods, Inc. Important notice
regarding the Internet availability of proxy materials for the Annual
Meeting. The Proxy Statement and the 2008 Annual Report to Stockholders are
available at: http://materials.proxyvote.com/05508R 45321
|
B&G Foods (NYSE:BGF)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
B&G Foods (NYSE:BGF)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024