B&G Foods Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in this proxy statement. Management frames the request within the Dodd-Frank mandated advisory framework and emphasizes a pay-for-performance philosophy: compensation mixes significant annual and long-term incentives tied to adjusted EBITDA, excess cash, ROIC, net sales, working capital and business unit metrics, with restricted stock and three-year performance share LTIA cycles to align managers with shareholder outcomes. The board is seeking shareholder approval as a periodic governance validation and to demonstrate support for the compensation framework used to attract, retain and motivate senior executives while aligning their incentives with liquidity, capital efficiency and long-term stock value. In context, the company reports that its compensation committee uses independent advisors, peer-group analysis, clawback provisions, double-trigger change-in-control protections, and limits on hedging and excise tax gross-ups; it also reports substantial payouts under recent three-year performance cycles reflecting strong excess cash and ROIC but mixed business-unit results. Management argues that the mix of metrics (company-level and business-unit) balances growth, margin and working capital objectives and that long-term performance shares and restricted stock link realized pay to stock price movement and multi-year performance. Opponents (if any) could point to the advisory nature of the vote, the complexity of metrics, potential misalignment when stock price moves or business-unit shortfalls occur, and that advisory approval does not bind the company; however, the company commits to consider shareholder feedback. The board recommends FOR on the basis that the compensation programs are designed to deliver stockholder-aligned outcomes, have been reviewed by independent advisors, and have governance features (clawbacks, independent committee, no excise gross-ups) intended to protect stockholder interests. For sophisticated evaluation, the critical items to assess are the degree to which performance metrics drove realized payouts in recent cycles, sensitivity of long-term awards to share-price volatility, and whether the severance/change-in-control protections and pension/benefit treatments introduce retention incentives that could be paid without concomitant performance improvement.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.

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When is the B&G Foods Inc 2026 annual meeting?

B&G Foods Inc (BGS) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the B&G Foods Inc 2026 meeting?

The record date for the B&G Foods Inc 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for B&G Foods Inc's 2026 meeting?

The board is presenting 10 director nominees at the B&G Foods Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the B&G Foods Inc 2026 meeting?

Shareholders will vote on 3 proposals at the B&G Foods Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.