- Current report filing (8-K)
07 January 2009 - 8:58AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on January 6, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported):
December 31, 2008
B&G
Foods, Inc.
(Exact name of
Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Four
Gatehall Drive, Suite 110, Parsippany,
New Jersey
(Address of Principal Executive Offices)
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07054
(Zip Code)
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Registrants telephone
number, including area code: (
973) 401-6500
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing Obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 31,
2008, B&G Foods entered into amended and restated employment agreements
with each of its executive officers: David L. Wenner, President and Chief
Executive Officer; Robert C. Cantwell, Executive Vice President of Finance and
Chief Financial Officer; Vanessa E. Maskal, Executive Vice President of Sales
and Marketing; James H. Brown, Executive Vice President of Manufacturing; and
Scott E. Lerner, Executive Vice President, General Counsel and Secretary.
B&G
Foods entered into the amended and restated employment agreements for the
purpose of bringing the prior employment agreements between our company and the
above-named executive officers into compliance with the applicable provisions
of Section 409A of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder.
Specifically, each employment agreement has been amended to, among other
things, specify that any severance amounts payable by B&G Foods that are
not exempt from Section 409A will be further deferred for six months
following that executives separation from service with B&G Foods. The amendments also provide that certain other
payments will be made only at times permissible without triggering tax
penalties under Section 409A. In
addition, changes were made to each of the employment agreements to preserve
the ability of B&G Foods to deduct under Section 162(m) of the
Internal Revenue Code any annual bonus compensation paid to the executive
officers. The changes do not otherwise
alter or amend the executives employment agreements in any material
respect. Copies of each of the amended
and restated employment agreements are attached to this report as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Amended
and Restated Employment Agreement, dated as of December 31, 2008, by and
between David L. Wenner and B&G Foods, Inc.
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10.2
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Amended
and Restated Employment Agreement, dated as of December 31, 2008, by and
between Robert C. Cantwell and B&G Foods, Inc.
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10.3
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Amended
and Restated Employment Agreement, dated as of December 31, 2008, by and
between Vanessa E. Maskal and B&G Foods, Inc.
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10.4
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Amended
and Restated Employment Agreement, dated as of December 31, 2008, by and
between James H. Brown and B&G Foods, Inc.
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10.5
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Amended
and Restated Employment Agreement, dated as of December 31, 2008, by and
between Scott E. Lerner and B&G Foods, Inc.
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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B&G FOODS, INC.
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Dated: January 6,
2009
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By:
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/s/ Robert C. Cantwell
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Robert C. Cantwell
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Executive
Vice President of Finance
and Chief Financial Officer
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3
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