B&G Foods (NYSE: BGS) investors re-elect board and ratify KPMG audit

Rhea-AI Filing Summary

B&G Foods, Inc. reported the results of its annual stockholder meeting held on May 21, 2026. Stockholders elected ten directors to serve until the next annual meeting, with support ranging from about 26.97 million to 29.76 million votes "for" each nominee and 21.78 million broker non-votes recorded for each.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 26,804,215 votes for, 4,340,759 against, 436,974 abstentions and 21,782,841 broker non-votes. In addition, they ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027, with 51,318,275 votes for, 1,338,349 against and 708,165 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director votes for: 29,761,611 votes Director broker non-votes: 21,782,841 votes Say-on-pay for votes: 26,804,215 votes +4 more

7 metrics

Highest director votes for 29,761,611 votes For director nominee Kenneth C. Keller

Director broker non-votes 21,782,841 votes Broker non-votes for each director nominee

Say-on-pay for votes 26,804,215 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 4,340,759 votes Advisory compensation proposal opposition

Auditor ratification for votes 51,318,275 votes Ratification of KPMG LLP for fiscal year ending January 2, 2027

Auditor ratification against votes 1,338,349 votes Opposition to KPMG LLP ratification

Auditor abstentions 708,165 votes Abstentions on auditor ratification

Key Terms

broker non-votes, named executive officers, independent registered public accounting firm, on an advisory basis, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 26,804,215 | | 4,340,759 | | 436,974 | | 21,782,841"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"the compensation of our named executive officers as disclosed in our 2026 annual meeting proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

on an advisory basis financial

"The stockholders approved, on an advisory basis, the compensation of our named executive officers"

ratify the appointment financial

"approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm"

Understanding 8-K Material Events →

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As filed with the Securities and Exchange Commission on May 27, 2026

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):  May 21, 2026

B&G Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-32316		13-3918742
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

8 Sylvan Way, Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(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 5.07. Submission of Matters to a Vote of Security Holders.

B&G Foods’ annual meeting of stockholders was held on May 21, 2026. The matters voted upon and the results of the voting were as follows:

Proposal No. 1: The stockholders elected ten directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

Director Nominee		For		Against		Abstain		Broker Non-Votes
DeAnn L. Brunts		29,671,484		1,690,041		220,422		21,782,841
Debra Martin Chase		28,261,686		3,089,999		230,262		21,782,841
Kenneth C. Keller		29,761,611		1,593,147		227,190		21,782,841
Charles F. Marcy		26,972,241		4,396,902		212,805		21,782,841
Robert D. Mills		28,885,290		2,486,554		210,103		21,782,841
Dennis M. Mullen		28,306,788		3,074,809		200,351		21,782,841
Cheryl M. Palmer		29,626,448		1,737,234		218,265		21,782,841
Alfred Poe		27,259,683		4,103,749		218,515		21,782,841
Stephen C. Sherrill		28,124,104		3,239,603		218,241		21,782,841
David L. Wenner		29,677,514		1,705,351		199,083		21,782,841

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2026 annual meeting proxy statement.

For		Against		Abstain		Broker Non-Votes
26,804,215		4,340,759		436,974		21,782,841

Proposal No. 3: The stockholders approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027 (fiscal 2026).

For		Against		Abstain		Broker Non-Votes
51,318,275		1,338,349		708,165		—

- 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.

	B&G FOODS, INC.
Dated:  May 27, 2026	By:	/s/ Scott E. Lerner
		Scott E. Lerner
		Executive Vice President, General Counsel and Secretary

- 3 -

FAQ

What did BGS stockholders decide at the May 21, 2026 annual meeting?

B&G Foods stockholders elected ten directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027.

Were BGS directors re-elected at the 2026 annual meeting?

Yes. Ten director nominees, including DeAnn L. Brunts, Kenneth C. Keller and David L. Wenner, each received between 26.97 million and 29.76 million votes in favor, and were elected to serve until the next annual meeting.

How did BGS stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of B&G Foods’ named executive officers, with 26,804,215 votes for, 4,340,759 against, 436,974 abstentions, and 21,782,841 broker non-votes recorded.

Which audit firm did BGS stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as B&G Foods’ independent registered public accounting firm for the fiscal year ending January 2, 2027, with 51,318,275 votes for, 1,338,349 against and 708,165 abstentions, and no broker non-votes reported.

What are broker non-votes in the BGS 2026 annual meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For B&G Foods’ director elections and advisory pay vote, 21,782,841 broker non-votes were reported for each of those items.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB