Current Report Filing (8-k)
10 November 2022 - 8:13AM
Edgar (US Regulatory)
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2022-11-08
2022-11-08
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As filed with
the Securities and Exchange Commission on November 9, 2022
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):
November 8, 2022
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B&G Foods, Inc. |
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(Exact name of Registrant as specified in its charter) |
Delaware |
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001-32316 |
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13-3918742 |
(State or Other Jurisdiction |
|
(Commission |
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(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
Four Gatehall Drive, Parsippany, New Jersey |
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07054 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (973) 401-6500
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
BGS |
New York Stock Exchange |
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)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On November 8, 2022, the board of directors of
B&G Foods adopted and approved an amendment to the bylaws of B&G Foods. The bylaws amendment is briefly summarized below, which
summary is qualified in its entirety by reference to the bylaws amendment filed as Exhibit 3.1 to this report and incorporated in this
report by reference:
| · | Advanced Notice Provisions: The bylaws amendment updates certain procedural requirements related to director nominations by
stockholders in light of Rule 14a-19 under the Securities Exchange Act of 1934, which requires the use of universal proxy cards in director
contests. Specifically, the bylaws amendment provides, among other things, that the stockholder must (1) include in its advance notice
of nomination, a representation that the stockholder intends to deliver a proxy statement and form of proxy to holders of B&G Foods’
voting shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors and all
other information required under Rule 14a-19, and (2) further update and supplement such notice to provide evidence that the stockholder
has solicited proxies from holders of at least 67% of the voting power of B&G Foods’ outstanding capital stock entitled to vote
in the election of directors. In addition, the bylaws amendment makes certain other clarifying and procedural changes to B&G Foods’
advanced notice bylaws. |
| · | Forum Selection: The bylaws amendment adds a provision to the bylaws of B&G Foods that: (1) unless B&G Foods consents
in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject
matter jurisdiction thereof, the federal district court of the State of Delaware) and any appellate court therefrom shall, to the fullest
extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of B&G Foods,
(b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of B&G Foods’ current or former directors,
officers, other employees, agents or stockholders to B&G Foods or B&G Foods’ stockholders, including without limitation
a claim alleging the aiding and abetting of such a breach of fiduciary duty, (c) any action asserting a claim against B&G Foods or
any of B&G Foods’ current or former directors, officers, employees, agents or stockholders arising pursuant to any provision
of the Delaware General Corporation Law or B&G Foods’ certificate of incorporation or bylaws or as to which the Delaware General
Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim related to
or involving B&G Foods that is governed by the internal affairs doctrine; (2) unless B&G Foods consents in writing to the selection
of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder; (3) any person or entity purchasing or otherwise acquiring or holding any interest
in shares of capital stock of B&G Foods will be deemed to have notice of and consented to these provisions; and (4) failure to enforce
the foregoing provisions would cause B&G Foods irreparable harm, and B&G Foods will be entitled to equitable relief, including
injunctive relief and specific performance, to enforce the foregoing provisions. |
A full copy of our bylaws, as amended and restated
through November 8, 2022, including by the bylaw amendment described above, is filed as Exhibit 3.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: November 9, 2022 |
By: |
/s/ Scott E. Lerner |
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Scott E. Lerner |
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Executive Vice President, |
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General Counsel and Secretary |
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