B&G Foods : 2026 Proxy Statement

About this update from B&g Foods, Inc.

8 Sylvan Way Parsippany, NJ 07054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 2026 To the Stockholders of B&G Foods, Inc.: An annual meeting of stockholders of B&G Foods, Inc. will be held on Thursday, May 21, 2026, at 11:00 a.m. Eastern Time, in a virtual-only format at https://meetnow.global/MDYSAKU , for the following purposes (which are more fully described in the accompanying proxy statement): to elect ten directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified; to conduct an advisory vote on executive compensation, commonly referred to as a "say on pay" vote; to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027 (fiscal 2026); and to transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. The annual meeting will be in a virtual-only format conducted online via live audio webcast. This format has the benefit of improving meeting efficiency and reducing costs. While you will not be able to attend the meeting at a physical location, stockholders will be able to listen, vote and submit questions from their home or any location with Internet connectivity. Online access to the webcast will open approximately 15 minutes prior to the start of the annual meeting. Please retain the control number included on the proxy card or voting instructions that accompanied your proxy materials as you will need this number to participate in the meeting. The board of directors has fixed the close of business on March 24, 2026, 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 of the meeting. 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 the meeting. By Order of the Board of Directors, Scott E. Lerner Secretary Parsippany, New Jersey April 3, 2026 TABLE OF CONTENTS GENERAL INFORMATION 1 CORPORATE GOVERNANCE 7 Code of Business Conduct and Ethics; Corporate Governance Guidelines; Board Committee Charters 7 Role of the Board of Directors 7 Board Leadership Structure 7 Meetings of the Board of Directors 7 Communication with the Board of Directors; Director Attendance at Annual Meetings 7 Director Independence 8 Director Age Limit 8 Committees of the Board of Directors 8 The Board's Role in Risk Oversight 12 Director Nominations 13 Director Compensation 15 Insider Trading Policy 16 OUR PEOPLE, OUR CULTURE AND OUR CORE VALUES 18 Our People 18 Our Culture 18 Our Core Values 18 Compliance and Ethics 19 CORPORATE SOCIAL RESPONSIBILITY 19 Annual Corporate Social Responsibility Reports 19 Diversity and Inclusion 19 Discrimination and Harassment 19 Human Rights 19 Safety & Health at Work 19 Responsible Sourcing 20 Environmental Sustainability 20 Philanthropy Principles 20 Additional Information 21 PROPOSAL NO. 1-ELECTION OF DIRECTORS 22 Introduction 22 Director Nominees 22 Board Skills and Experience 27 Board Demographics and Diversity 28 Required Vote 28 Recommendation of the Board of Directors 28 OUR MANAGEMENT 29 Executive Officers and Directors 29 COMPENSATION DISCUSSION AND ANALYSIS 32 Introduction 32 Executive Summary 32 Results of 2025's "Say on Pay" Vote 33 Role of the Compensation Committee 33 Role of our Chief Executive Officer in Compensation Decisions 34 Peer Group Surveys 34 Components of Executive Compensation 35 Chief Executive Officer Compensation 44 Accounting and Tax Considerations 44 Executive Compensation Clawback Policy 44 Stock Ownership Guidelines 44 Limited Trading Windows and Anti-Hedging Policy 45 Timing of Equity Award Grants 45 Compensation Committee Interlocks and Insider Participation 45 REPORT OF THE COMPENSATION COMMITTEE 45 EXECUTIVE COMPENSATION 46 Summary Compensation Table 46 Grants of Plan-Based Awards in Fiscal 2025 49 Outstanding Equity Awards at 2025 Fiscal Year-End 50 Option Exercises and Stock Vested in Fiscal 2025 51 Management Employment Agreements 51 401(k) Plan 54 Pension Plan 54 Pay Ratio Disclosure 55 Pay Versus Performance Disclosure 55 PROPOSAL NO. 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION 61 Introduction 61 Required Vote 61 Recommendation of the Board of Directors 61 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 62 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 63 REPORT OF THE AUDIT COMMITTEE 64 PROPOSAL NO. 3-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 66 Introduction 66 Independent Registered Public Accounting Firm Fees 66 Pre-approval Policy 67 Required Vote 67 Recommendation of the Board of Directors 67 OTHER MATTERS 68 ADDITIONAL INFORMATION 68 8 Sylvan Way Parsippany, NJ 07054 PROXY STATEMENT FOR AN ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 2026 GENERAL INFORMATION Why am I receiving these materials? 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 in a virtual-only format at https://meetnow.global/MDYSAKU , at 11:00 a.m. Eastern Time, on Thursday, May 21, 2026, and at any adjournment or postponement of the meeting. Online access to the live audio webcast will open approximately 15 minutes prior to the start of the annual meeting. Stockholders will not be able to attend the annual meeting in person. This proxy statement and the related materials are first being distributed or made available to stockholders on or about April 3, 2026. 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. What items will be voted on at the annual meeting and what are the board's recommendations? Proposal No. 1 2 Proposal Summary The election of ten directors to hold office until the next annual meeting of stockholders. An advisory proposal on executive compensation, commonly referred to as a "say on pay" proposal. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2027 (fiscal 2026). Board Page Recommendation Reference FOR 22 FOR 61 3 FOR 66 What are included in the proxy materials? The proxy materials include: our proxy statement for the annual meeting of stockholders; and our 2025 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 (SEC) 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 2025 and other required information. 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 Bruce C. Wacha and Scott E. Lerner. 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? We are pleased to be using once again the SEC rule that allows companies to furnish their proxy materials to stockholders 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 the proxy materials. 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. 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. All stockholders who have previously requested paper copies of our proxy materials will continue to receive paper copies by mail. Why didn't I receive a notice in the mail about the Internet availability of the proxy materials? We are providing stockholders who have previously requested to receive paper copies of the proxy materials with paper copies 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 email to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an email 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 https://materials.proxyvote.com/05508R . Instead of receiving future copies of the proxy materials by mail, most beneficial owners can elect to receive an email 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 that notice. Stockholders receiving notice of the availability of the proxy materials by email will find instructions about how to obtain a paper copy of the proxy materials as part of that email. All stockholders who do not receive a notice or an email 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, Computershare, 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. Why is the annual meeting being held in a virtual-only format? The annual meeting will be in a virtual-only format conducted online via live audio webcast. This format has the benefit of improving meeting efficiency and reducing costs. Since adopting this format in 2020, we have received positive feedback about the virtual format, which allows stockholders to participate in more public company annual meetings from any location around the world. While you will not be able to attend the meeting at a physical location, stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. How can I participate in the virtual annual meeting? The annual meeting will be held in a virtual-only meeting format conducted online via live audio webcast, beginning at 11:00 a.m. Eastern Time, on Thursday, May 21, 2026. Online access to the webcast will open approximately 15 minutes prior to the start of the annual meeting. Please retain the control number included on the proxy card or voting instructions that accompanied your proxy materials as you will need this number to participate in the meeting. Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. For those unable to attend the annual meeting, a recorded version of the webcast will be made available in the investor relations section of our website for a period of one year after the annual meeting. Who may attend the annual meeting? All stockholders that were our stockholders as of the record date (March 24, 2026), or their authorized representatives, may attend the annual meeting. Attending the Annual Meeting as a Stockholder of Record. If you were a stockholder of record as of March 24, 2026 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing https://meetnow.global/MDYSAKU and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received. Registering to Attend the Annual Meeting as a Beneficial Owner. If you were a beneficial owner of record as of March 24, 2026 (i.e., you held your shares in "street name" in an account at a brokerage firm, bank or other similar agent), you have two options: Register in Advance of the Annual Meeting . You will need to obtain a legal proxy from your broker, bank or other agent. Once you have received a legal proxy from your broker, bank or other agent, it should be emailed to our transfer agent, Computershare, at [email protected] and should be labeled "Legal Proxy" in the subject line. Please include proof from your broker, bank or other agent of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached or an image of your legal proxy attached to your email). In the alternative, you can mail your proof of your legal proxy to: Computershare, B&G Foods Legal Proxy, PO Box 43001, Providence, RI 02940-3001. Requests for registration as set forth in this option (1) must be received by Computershare no later than 5:00 p.m. ET on Friday, May 15, 2026. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/MDYSAKU and enter your control number. Register at the Annual Meeting. An industry solution has been developed to allow beneficial holders to register online at the annual meeting to attend, ask questions and vote, provided that their broker, bank or other agent is part of this industry solution. We expect that the vast majority of beneficial holders will be able to fully participate in the meeting using the control number received with their voting instruction form. To confirm that your broker, bank or other agent is part of this industry solution, please contact them. If they are not part of this industry solution, you will not be able to use the control number received from your broker, bank or other agent and will need to follow the more detailed registration process described immediately above. If your broker, bank or other agent is part of this industry solution and you choose to use this option, visit https://meetnow.global/MDYSAKU on the day of the annual meeting and log in by entering the control number on the voting instructions you previously received from your brokerage firm, bank or other similar agent. Please note, however, that this option is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for every type of beneficial holder voting control number. The inability to provide this option to any or all beneficial holders shall in no way impact the validity of the annual meeting. In order to ensure you will be able to attend, ask questions and vote at the annual meeting, you may choose the Register in Advance of the Annual Meeting option. The online meeting will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration procedures as outlined in this proxy statement. Attending the Annual Meeting as a Guest. If you would like to enter the meeting as a guest in listen-only mode, click on the "Guest" button after entering the meeting center at https://meetnow.global/MDYSAKU and enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest. What if I have technical difficulties or trouble accessing the virtual annual meeting? The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1 (888) 724-2416. How can I ask a question during the virtual annual meeting? Stockholders will be able to submit written questions during the virtual annual meeting about the matters in the agenda to be voted on by the stockholders. Questions that comply with the rules of conduct for the annual meeting and are pertinent to meeting matters will be answered during the meeting, subject to time constraints. The rules of conduct may be accessed from the meeting center page. Following the formal business of the annual meeting, we will hold a question and answer session, during which we intend to answer questions from stockholders that are pertinent to the company. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Who is entitled to vote at the annual meeting? Each holder of record of our common stock at the close of business on March 24, 2026 is entitled to vote at the annual meeting. As of that date, a total of 80,411,079 shares of common stock were outstanding and are eligible to vote at the annual meeting. Each share of our common stock is entitled to one vote per share on all matters with respect to which holders are entitled to vote. How do I vote? Your shares may only be voted at the annual meeting if you attend the meeting or are represented by proxy. Whether or not you plan to attend the annual meeting, we encourage you to vote by proxy in advance of the meeting to assure that your shares will be represented. Voting by proxy in advance of the meeting will in no way limit your right to vote at the annual meeting if you later decide to attend the meeting. Beneficial owners, however, may vote 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 your shares as follows: Internet. Vote your shares at https://www.investorvote.com/BGS and following the on-screen directions; or Telephone . Call 1-800-652-VOTE (8683), and follow the recorded instructions; or Mail . Complete, sign and date the enclosed proxy card and mail it in the postage-paid envelope provided; or At the Annual Meeting . Vote online during the annual meeting by clicking on the "Vote" button on the meeting center site. 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 or whether you can vote online at the annual meeting. If your shares are held in the name of a broker, bank or other nominee, and you would like to vote at the meeting, you may need to first obtain a proxy, executed in your favor, from the institution that holds your shares and then register to attend the annual meeting. For registration instructions, see "Who may attend the annual meeting- Registering to Attend the Annual Meeting as a Beneficial Owner " above. We urge you to carefully review and follow the voting instructions provided by your broker, bank or other nominee. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described above. 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 corporate secretary, submission of a properly executed later-dated proxy, or by voting by clicking on the "Cast Your Vote" link on the meeting center site 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. If I am a stockholder of record, 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 signed 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 sign and return a proxy card but do not indicate how your shares should be voted, the shares represented by your properly completed proxy card will be voted: FOR each of the director nominees in Proposal No. 1; FOR the proposal to approve, on an advisory basis, executive compensation; FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026; and 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. What if I am a beneficial owner and do not give voting instructions to my broker? As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such bank, broker or nominee depends on the type of item being considered for vote. Non-Discretionary Items . The election of directors and the advisory say on pay vote are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. Discretionary Items. The ratification of the appointment of KPMG LLP as independent registered public accounting firm is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion. 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 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. For Proposal No. 1, a nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee by the holders of the shares of common stock voting in person or by proxy at the annual meeting. Likewise, each of Proposal Nos. 2 and 3 require the affirmative vote of a majority of the votes cast by the holders of the shares of 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 Proposal Nos. 1 through 3. Who will count the votes? A representative of our transfer agent, Computershare, 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 21, 2026 The Notice of Annual Meeting, Proxy Statement and 2025 Annual Report are available at https://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, our chief financial officer and our chief accounting officer, and lays out guidelines for our employees, officers and directors to follow as they conduct business on behalf of our company. We have also adopted corporate governance guidelines, which, together with our certificate of incorporation, 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, corporate social responsibility committee charter, nominating and governance committee charter and risk committee charter are available at https://www.bgfoods.com/investor-relations/governance/documents . 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 by writing to: B&G Foods, Inc., Attention: Corporate Secretary, 8 Sylvan Way, Parsippany, NJ 07054 or [email protected] . Role of the Board of Directors In accordance with the General Corporation Law of the State of Delaware and our certificate of incorporation and our bylaws, our business, property and affairs are managed under the direction of the board of directors. Although our directors are not 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. Board Leadership Structure Historically, we have separated the roles of chair of the board of directors and chief executive officer. Separating these roles allows our chief executive officer to focus on the day-to-day management of our business and our chair of the board, an independent director, to lead the board and focus on providing advice and independent oversight of management. Given the time and effort that is required of each of these positions and our preference to have an independent director lead our board, we currently believe it is best to separate these roles. In March 2014, we amended our corporate governance guidelines to make this separation of roles mandatory. Meetings of the Board of Directors During the fiscal year ended January 3, 2026 (fiscal 2025), the board of directors held ten meetings. Each of the directors attended at least 75% of the aggregate of all meetings held by the board of directors and each committee of the board of directors on which he or she served during fiscal 2025, in each case held during the period for which he or she was a director and committee member. Our non-management directors meet regularly (at least quarterly) in executive session of the board without management directors or employees present, and our independent directors meet in executive session at least once annually. The chair of the board of directors (or, in the chair's absence or if the chair is not an independent director, another independent director designated by the non-management directors) presides over executive sessions of the non-management directors and the independent directors. Communication with the Board of Directors; Director Attendance at Annual Meetings Stockholders, employees and all other interested parties 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 Corporate Secretary, B&G Foods, Inc., 8 Sylvan Way, Parsippany, NJ 07054 or by email to [email protected] . Our corporate secretary will review the correspondence and will determine, in his good faith judgment, which stockholder communications will be relayed to the board of directors, any committee or any director. 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. Subject to the foregoing, mail addressed to "board of directors" or "non-management directors" will be forwarded to the chair 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 2025 annual meeting and we anticipate that all directors will attend the 2026 annual meeting. Director Independence In making independence determinations, the board of directors observes all criteria for independence established by the SEC, 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 affirmatively determined that each of the following directors meets the independence tests under the listing standards of the New York Stock Exchange and applicable SEC Rules, none of the following directors has a material relationship with the company and, as a result, such directors are independent: Stephen C. Sherrill, DeAnn L. Brunts, Debra Martin Chase, Charles F. Marcy, Robert D. Mills, Dennis M. Mullen, Cheryl M. Palmer and Alfred Poe. The board has determined that David L. Wenner, our former President and Chief Executive Officer and former Interim President and Chief Executive Officer, meets the independence tests under the listing standards of the New York Stock Exchange and applicable SEC Rules, however, the board is considering whether to apply a more stringent standard for former chief executive officers and therefore has not yet designated Mr. Wenner as an independent director. Director Age Limit In accordance with our corporate governance guidelines, no director may stand for election to the board after reaching the age of 78. Committees of the Board of Directors The board of directors has five standing committees: an audit committee, a compensation committee, a corporate social responsibility committee, a nominating and governance committee and a risk committee. The following table sets forth the members of each committee and the number of meetings held during fiscal 2025 for each of the board's committees: Audit Compensation Corporate Social Responsibility Nominating and Governance Risk Number of Meetings: . . . . . . . . . . . . . . 5 6 3 3 3 Name: Stephen C. Sherrill . . . . . . . . . . . . . . . . DeAnn L. Brunts . . . . . . . . . . . . . . . . . Chair + ☑ ☑ Debra Martin Chase . . . . . . . . . . . . . . . Chair ☑ ☑ Kenneth C. Keller . . . . . . . . . . . . . . . . . Charles F. Marcy . . . . . . . . . . . . . . . . . ☑ Chair Robert D. Mills . . . . . . . . . . . . . . . . . . ☑ Chair Dennis M. Mullen. . . . . . . . . . . . . . . . . ☑ ☑ ☑ Cheryl M. Palmer . . . . . . . . . . . . . . . . . Alfred Poe . . . . . . . . . . . . . . . . . . . . . . ☑ ☑ Chair ☑ ☑ ☑ David L. Wenner . . . . . . . . . . . . . . . . . ☑ ☑ + Mr. Sherrill, as independent Chair of the Board, is an ex-officio non-voting, non-paid member of the compensation committee. Audit Committee DeAnn Brunts, Chair Charles F. Marcy Dennis M. Mullen Alfred Poe 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. Brunts and Messrs. Marcy, Mullen and Poe each qualify as an audit committee financial expert as that term is defined by applicable SEC regulations, and has designated each as an audit committee 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 at https://www.bgfoods.com/investor-relations/governance . The report of the audit committee begins on page 64 of this proxy statement. Compensation Committee Alfred Poe, Chair DeAnn Brunts Dennis M. Mullen Cheryl M. Palmer Stephen C. Sherrill* * ex officio member 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. Each director who serves on the compensation committee is independent under the listing standards of the New York Stock Exchange and the Internal Revenue Code of 1986, as amended (which we refer to in this proxy statement as the Internal Revenue Code), with respect to compensation committees. 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 at https://www.bgfoods.com/investor-relations/governance . The report of the compensation committee is on page 45 of this proxy statement. Corporate Social Responsibility Committee Debra Martin Chase, Chair Dennis M. Mullen Cheryl M. Palmer David L. Wenner The principal duties and responsibilities of the corporate social responsibility committee are as follows: to oversee the development of, and review, assess and discuss, as and when appropriate, with management, our company's policies and practices related to corporate social responsibility, including, our company's (a) diversity and inclusion efforts; (b) environmental and sustainability efforts; (c) philanthropic activities and charitable contributions; and (d) community relations; to ensure that our company's business strategy and implementation is consistent with its corporate social responsibility policies and goals, and that corporate social responsibility is an integral aspect of the business strategic planning process; and to review and evaluate management's implementation of our company's overall corporate social responsibility strategy, including identification, assessment and monitoring of and response to our company's major corporate social responsibility priorities, policies and goals. The corporate social responsibility 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 at https://www.bgfoods.com/investor-relations/governance . Nominating and Governance Committee Charles F. Marcy, Chair Debra Martin Chase Robert D. Mills Alfred Poe 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; to aid the board in fulfilling its responsibility for succession planning for our chief executive officer and other executive officers; and to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable to us. Each director who serves on the nominating and governance committee is independent under the listing standards of the New York Stock Exchange with respect to nominating and governance committees. The nominating and governance 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 at https://www.bgfoods.com/investor-relations/governance . Risk Committee Robert D. Mills, Chair DeAnn L. Brunts Debra Martin Chase Cheryl M. Palmer David L. Wenner The principal duties and responsibilities of the risk committee are as follows: to oversee the development of, and review, assess and discuss, as and when appropriate, with management, our company's policies and processes related to enterprise risk assessment, management, reporting and response, including limits and tolerances, risk roles and responsibilities, risk appetite and profile, and risk mitigation decisions; to ensure that our company's business strategy and implementation are consistent with our risk policies, appetite and profile and that risk assessment and review of organizational capabilities are integral aspects of the business strategic planning process; to ensure that our company's acquisition and divestiture strategy and post-transaction integration and transition planning are consistent with our risk policies, appetite and profile, and that risk assessment and review of organizational capabilities are integral aspects of the acquisition and divestiture process; to review and evaluate management's implementation of our company's risk strategy, including identification, assessment and monitoring of and response to our company's major risks; to review strategic risks and opportunities as identified by our company's strategic risk assessment and other processes, including those resulting from competitive activity; consumer demography and preferences; industry disruption and channel shifts; food safety; litigation; government/legislative activities; macroeconomic and capital market conditions; acquisitions and divestitures; capital market and other financing transactions; crisis management; and information technology, including disaster recovery, cybersecurity and data privacy; to review reports prepared by management on selected risk topics as the risk committee deems appropriate from time to time; and to, at the request of our company's general counsel or disclosure committee, review our company's disclosures regarding risk in our company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. The risk 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 at https://www.bgfoods.com/investor-relations/governance . The Board's Role in Risk Oversight Management is responsible for the day-to-day risks our company faces. Our board of directors is responsible for: ensuring that management has implemented an appropriate system to manage these risks, i.e., to identify, assess, mitigate, monitor, and communicate about these risks; and providing effective risk oversight through the board's committee structure and oversight processes. Beyond these fundamental responsibilities for risk oversight, our board concentrates on the broader implications of our strategic plans and allows the committees to focus on specific areas of risk. Our directors, through their risk oversight role, attempt to satisfy themselves that the risk management processes designed and implemented by the company's executive officers and other senior managers are consistent with the company's corporate strategy and are functioning as directed. The board believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. Our executive officers attend our quarterly board meetings. In addition to making quarterly presentations at such meetings regarding our operations, our executive officers are available to discuss any questions or concerns raised by the board relating to risk management and any other matters. While the board is ultimately responsible for risk oversight at our company, our board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. Audit Committee. In accordance with its charter, the audit committee is required to, among other things, focus on the reasonableness of control processes for identifying and managing key business, financial and regulatory reporting risks. The audit committee is also mandated by its charter to discuss with management our company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including, as required by the New York Stock Exchange, our risk assessment and risk management policies. The audit committee monitors our company's credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management, external auditors and annual reviews with the firm that is responsible for our company's internal audit function. Compensation Committee. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the evaluation and management of risks arising from our compensation policies and programs. As a result of its evaluation, the compensation committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our company. Corporate Social Responsibility Committee. The corporate social responsibility committee assists the board in fulfilling its oversight responsibilities with respect to the evaluation and management of risks associated with social and public policy matters that may affect the company's business, strategy, operations or reputation, including, risks relating to our diversity and inclusion efforts; environmental and sustainability efforts, philanthropic activities and charitable contributions; and community relations. Nominating and Governance Committee. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with corporate governance, including board structure, size, membership and succession planning for our directors and executive officers. Risk Committee . The risk committee assists the board in fulfilling its oversight responsibilities with respect to risk as described above under "Committees of the Board of Directors- Risk Committee ." For more information about our risk committee's oversight of risks relating to cybersecurity, please refer to Item 1C, "Cybersecurity," in our 2025 annual report. 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 bylaws, in writing to: Corporate Secretary, B&G Foods, Inc., 8 Sylvan Way, 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 2027, the stockholder's notice must 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 such stockholder proposes to nominate for election or re-election as a director: (A) all information relating to such person that would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, (B) the written consent of the nominee to being named as a nominee in any proxy statement relating to the annual meeting and to serving as a director if elected and a completed and signed representation and agreement as required by Section 1.1.5 of our bylaws and (C) any information that such person is required to disclose pursuant to clause (iii) of Section 1.2.1 of our bylaws and (2) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (A) the name and address of such stockholder, as they appear on our books, and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class and number of shares of capital stock of our company which are beneficially owned (as defined in our bylaws) and owned of record by such stockholder and owned by the beneficial owner, if any, on whose behalf the nomination is made as of the date of the notice, and a representation that such stockholder shall notify our company in writing within five business days after the record date for such meeting of the class and number of shares of capital stock of our company beneficially owned by such stockholder or beneficial owner as of the record date for the meeting, (C) a written representation (from the stockholder giving notice) that such stockholder is the holder of record of shares of our company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination or nominations, (D) a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder or the beneficial owner, if any, on whose behalf the nomination is made and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to such stockholder or the beneficial owner, if any, on whose behalf the nomination is made) and a representation that such stockholder shall notify our company in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (E) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder's notice by, or on behalf of, such stockholder or the beneficial owner, if any, on whose behalf the nomination is made or any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes of any class of our company's capital stock for, or maintain, increase or decrease the voting power of such stockholder or the beneficial owner, if any, on whose behalf the nomination is made or any of their affiliates or associates with respect to shares of stock of our company and a representation that such stockholder shall notify our company in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (F) a representation that such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least 67% of the voting power of our company's outstanding capital stock entitled to vote in the election of directors and (G) all other information required under Rule 14a-19 under the Exchange Act. Stockholders and nominees must also comply with the other notice and other requirements specified in our bylaws. 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, diversity, commitment to representing the long-term interests of the stockholders, understanding of our company's industry 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. 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. In selecting a director nominee, the nominating and governance committee focuses on skills, viewpoints, expertise or background that would complement the existing board. The nominating and governance committee seeks to identify candidates representing diverse backgrounds and diverse experience at policy-making levels in business, management, marketing, finance, human resources, communications and other areas that are relevant to our activities. Our nominating and governance committee works together with our corporate social responsibility committee to ensure that our director selection process is consistent with our diversity and inclusion efforts and objectives. Our nominating and governance committee seeks to achieve diversity within the board and adheres to our company's philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, national origin, gender, gender identity, age, disability, marital status, sexual orientation, veteran status or any protected category under applicable law. The director nomination process is designed to provide that the board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of our company. Accordingly, the nominating and governance committee is committed to actively seeking highly qualified women and members of underrepresented groups, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which board nominees are chosen. The board believes that while diversity and variety of experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, religion, disability, age, gender, national origin or sexual orientation or identity. Instead, decisions by the board regarding director nominees and continued service of directors are made based on expected contributions to the board in furtherance of the interests of our stockholders. 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. In the case of a recommendation submitted by a stockholder, after full consideration, the stockholder proponent will be notified of the decision of the nominating and governance committee. 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 solicitation will include the name of the director nominee. Director Compensation Employee directors do not receive any separate compensation for their board activities. Each of our non-employee directors receives an annual fee payable in cash or, at the director's election, stock options issued under our Omnibus Plan. In addition, 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 common stock issued under our Omnibus Plan. Members of our board committees receive an additional annual fee for each committee on which they serve. 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. Based upon recommendations from the compensation committee, the board did not implement any changes to board compensation for the period from June 2025 to May 2026 and has decided not to implement any changes to board compensation for the period from June 2026 to May 2027. The compensation committee made such recommendations after reviewing director compensation surveys. A summary of our director compensation program is summarized in the table below: Compensation Element Compensation (1) General Board Service-Cash (2) Annual Fee-Chair . . . . . . . $165,000 Annual Fee-Other Members . . $75,000 General Board Service-Equity Approximate value of shares of common stock granted annually . . . . . . . . . . . . . . Number of shares . . . . . . . . Vesting schedule . . . . . . . . . $130,000 Determined by dividing $130,000 by the thirty day average of the closing price of our common stock on the first business day of the calendar month immediately following the annual meeting of stockholders. Shares are issued on that day. Shares vest immediately upon grant. Committee Service-Cash Audit Committee $25,000 $15,000 Compensation Committee $20,000 $15,000 Corporate Social Responsibility Committee $20,000 $15,000 Nominating & Governance Committee $20,000 $15,000 Risk Committee $20,000 $15,000 Annual Fee-Chair . . . . . . . . . Annual Fee-Other Members . . . For ease of administration the board service payment calendar runs from June through May. However, the June through May board service payments include compensation for services rendered upon election or re-election to the board at the annual meeting of stockholders in late May until the next annual meeting of stockholders the following May. The annual board service fee (or any portion thereof), currently payable to the Chair of the Board and each of the other non-employee directors in cash, may at each non-employee director's option, be paid in cash or an equivalent amount of options, provided that such election is made by continuing directors not later than December 31st of the calendar year prior to the payment of such annual board service fee and by newly elected directors not later than two days after such newly elected director's election to the board. During fiscal 2025, our non-employee directors received the following compensation: Change in Pension Value and Nonqualified Name Fees Earned or Paid in Cash Stock Awards (1)(2) Option Awards (3)(4) Non-Equity Incentive Plan Compensation Deferred Compensation Earnings All Other Compensation Total Stephen C. Sherrill . . . . - $102,368 $165,000 - - - $267,368 DeAnn L. Brunts . . . . . $130,000 $102,368 - - - - $232,368 Debra M. Chase . . . . . . $125,000 $102,368 - - - - $227,368 Charles F. Marcy . . . . . $110,000 $102,368 - - - - $212,368 Robert D. Mills . . . . . . . $110,000 $102,368 - - - - $212,368 Dennis M. Mullen. . . . . $120,000 $102,368 - - - - $222,368 Cheryl M. Palmer . . . . . $120,000 $102,368 - - - - $222,368 Alfred Poe . . . . . . . . . . $125,000 $102,368 - - - - $227,368 David L. Wenner . . . . . . $105,000 $102,368 - - - - $207,368 The "Stock Awards" column shows the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. On June 2, 2025, each non-employee director received 24,667 shares of our common stock for his or her annual equity grant. Because annual stock awards to our non-employee directors vest immediately upon grant, none of the directors listed in the table above had any unvested stock awards as of January 3, 2026. The "Option Awards" column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily represent the actual value realized by each director. The stock option values were calculated using the Black-Scholes option pricing model. For discussion of the assumptions used in these valuations, see Note 15 of the notes to our consolidated financial statements in our 2025 annual report. Each of our non-employee directors is given the option to receive all or a portion of his or her annual board service fee in cash or an equivalent amount of stock options. Prior to December 31, 2024, Mr. Sherrill elected to receive all $165,000 of his annual board service fee in stock options. On June 2, 2025, Mr. Sherrill received 398,647 stock options at an exercise price of $4.15 per share. The stock options vest in their entirety on June 2, 2026. The aggregate number of stock options outstanding as of January 3, 2026 for directors listed in the table above were as follows: Mr. Sherrill, 698,372 (of which 299,725 are vested and 398,647 vest on June 2, 2026); Mr. Poe, 36,843 (all of which are vested); and Mr. Wenner, 98,329 (all of which are vested). None of the other directors listed in the table above had any stock options outstanding as of January 3, 2026. Non-Employee Director Stock Ownership Guidelines. In February 2012, our board of directors adopted stock ownership guidelines for our non-employee directors to further align the interests of our non-employee directors with the interests of our stockholders. As originally adopted, each non-employee director was required to own our common stock in an amount equal to three times his or her annual cash board service fee. During the fourth quarter of 2018, our board of directors increased that requirement to an amount equal to four times each non-employee director's annual cash board service fee. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there is a significant decline in our stock price that causes a non-employee director's holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. All of our non-employee directors have met the stock ownership guidelines within five years after first becoming subject to the guidelines. Our nominating and governance committee plans to review these guidelines on an annual basis. Insider Trading Policy Overview. We maintain a statement of policy concerning trading in the company's securities, which is also known as an insider trading policy, that provides restrictions on, and guidelines for, trading in our securities and other companies' securities, when in possession of material non-public information. Our insider trading policy applies to our directors, officers, employees and their related parties (as defined in our insider trading policy). Our insider trading policy also states that our company will comply with all applicable insider trading laws, rules and regulations when our company transacts in our company's securities. We believe the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. Our insider trading policy was filed as an exhibit to our annual report on Form 10-K that we filed with the SEC on March 2, 2026. Limited Trading Windows . Our insider trading policy provides that directors, executive officers and certain other members of senior management can transact in B&G Foods securities only during approved trading windows after satisfying mandatory pre-clearance requirements. Anti-hedging Policy . To prevent speculation or hedging, our insider trading policy prohibits our named executive officers (and our directors and all other employees) from engaging in short sales of our company's stock. Our insider trading policy also prohibits our directors, executive officers and certain other employees from purchasing or selling any financial instrument that is designed to hedge or offset any decrease in the market value of our company's stock, including prepaid variable forward contracts, equity swaps, collars and other derivative securities that are directly linked to our company's stock. All other employees are discouraged from entering into hedging transactions related to company stock. Prohibition on Margin Accounts and the Pledging of Company Securities . Our insider trading policy prohibits all directors, executive officers and all other employees from purchasing company securities on margin, holding company securities in a margin account or pledging company securities. OUR PEOPLE, OUR CULTURE AND OUR CORE VALUES Our People As of January 3, 2026, our workforce consisted of 2,497 employees. Of that total, 2,085 employees were engaged in manufacturing, 164 were engaged in warehouse and distribution, 130 were engaged in marketing and sales and 118 were engaged in administration. Approximately 48.3% of our employees, located at six manufacturing facilities in the United States and one manufacturing facility in Mexico, are covered by collective bargaining agreements. For more information about our people and our human capital management, please see pages 12 to 13 of our 2025 annual report. Our Culture We love food and bringing our family of brands to our consumers and their families. We have fire in our bellies, are energized by new challenges and pursue excellence in everything we do. We believe in teamwork, have a common desire to be part of something big, and share a commitment to stay humble even as we continue to grow. Our Core Values At B&G Foods, we are committed to providing quality products and observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so since the 1800s. Our core values- passion ; food safety and quality ; diversity and inclusion; integrity and accountability ; customer and consumer focus ; safety and health at work ; collaboration ; and empowerment- have been critical to our success. Passion We love food and bringing our family of brands to you and your family. We pursue excellence in everything we do. We are energized by new challenges. Integrity & Accountability We are ethical, honest and transparent. We hold ourselves accountable for our decisions and actions. We believe in being a good corporate citizen, and we do the right thing because we care. Customer & Consumer Focus We strive to consistently exceed our customers' and consumers' expectations. We proactively seek customer and consumer insights. We deliver what we promise. Safety & Health at Work We are committed to ensuring the health and safety of our employees and expect the same from our supply chain partners. We are committed to preventing accidents, injuries and illnesses related to the workplace. Food Safety & Quality We make food safety our number one priority. We are committed to providing great-tasting, high-quality and safe foods to you and your family. Diversity & Inclusion We embrace diversity and value the similarities and differences of our employees. We leverage diverse backgrounds and perspectives to achieve outstanding results. We are committed to fostering an inclusive work environment where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential. Collaboration We believe in team first, individuals second. We believe in timely and personal communication. We support each other professionally and personally without being asked. We leverage diverse backgrounds and perspectives to achieve outstanding results. Empowerment We enable and encourage our employees to grow, excel and realize their full potential. We strive to hire people more talented than we are. We empower our people to make the decisions needed today, and prepare them for even bigger decisions they will make in the future. Compliance and Ethics Our Code of Business Conduct and Ethics, referred to as our Code, serves as a guide for all directors, officers, employees and representatives of B&G Foods in our daily interactions with our customers, consumers, stockholders, regulatory agencies, supply chain partners and fellow employees. We provide annual and periodic training and educational materials to our employees on our Code, raising and resolving ethical issues, ethical decision making and on various other compliance and ethics topics. CORPORATE SOCIAL RESPONSIBILITY At B&G Foods, we're also passionate about supporting our employees and giving back to the communities where we live and work. During 2020 our board of directors established a board-level corporate social responsibility committee to demonstrate our commitment to corporate social responsibility and to oversee our efforts. Corporate Social Responsibility Reports In January 2024 we issued our inaugural corporate social responsibility report. We are planning to issue our second corporate social responsibility report during the second or third quarter of 2026. Our corporate social responsibility reports, which are available at https://www.bgfoods.com/about/responsibility , include disclosures regarding the steps we have been taking over the years to enhance our corporate social responsibility efforts and to minimize our impact on the environment, including our sustainability goals and the progress we have been making to achieve those goals. The information contained on our website, including the information in our corporate social responsibility reports, is not part of, and is not incorporated in, this or any other document or report we file with or furnish to the SEC. See "-Additional Information" below. Following is a brief overview of our approach to certain key corporate social responsibility topics. Diversity and Inclusion We embrace diversity and value the similarities and differences of our employees. We leverage diverse backgrounds and perspectives to achieve outstanding results. We are committed to fostering an inclusive work environment where all employees have the opportunity to share their ideas, grow with our company, and realize their full potential. Discrimination and Harassment As set forth in our Code and our discrimination and harassment policy, we have a zero-tolerance policy on discrimination and harassment and have several methods under which employees can report incidents, including an online and telephone hotline through which employees can report any discrimination and harassment or any other compliance and ethics concerns confidentially or anonymously and without fear of reprisal. Human Rights Consistent with the requirements of our Code, our core values and our human rights policy, we respect the personal dignity and individual worth of every human being. At B&G Foods, it is the responsibility of each of our employees to maintain a work culture that supports human rights. Likewise, in establishing and maintaining relationships with our supply chain partners and other business partners, we expect the same commitment to high ethical standards and compliance with applicable laws, including those relating to human rights. We are committed to compliance with all applicable laws and regulations with respect to human rights, and our respect for the protection and preservation of human rights is guided by the principles set forth in the United Nations Universal Declaration of Human Rights. We have and will continue to communicate to our employees, supply chain partners and other stakeholders our commitment to human rights through our Code, our supplier code of conduct and our human rights policy. Safety & Health at Work We are committed to ensuring the health and safety of our employees and expect the same from our supply chain partners. We are committed to preventing accidents, injuries and illnesses related to the workplace. Our environmental, health and safety policy provides, among other things, that we hold our leadership accountable for providing and maintaining safe and healthful working conditions; insist that no manufacturing facility, warehouse, office, or department will be considered properly managed regardless of its proficiency in other areas unless it maintains a safe and healthful work environment; and mandating that safety is a condition of employment and holding every employee accountable for following all prescribed work safety practices and procedures. To promote safety and health at work, we provide monthly safety and health training and assessments as well as annual internal and third-party safety and health audits. Responsible Sourcing We also believe that a strong relationship with our suppliers, one that is ethical, honest and transparent, is consistent with our core values and is essential to ensuring our company's success. Accordingly, we have a supplier code of conduct to communicate the expectations we have of our suppliers and to ensure that the suppliers we do business with adhere to the highest standards of ethics, integrity and compliance with the law. For purposes of our supplier code of conduct, "suppliers" include all suppliers, vendors, contractors, consultants, agents and other providers of goods or services to B&G Foods or any of our subsidiaries anywhere in the world. A copy of our supplier code of conduct is available at https://www.bgfoods.com/about/responsibility . Environmental Sustainability As part of our commitment to being a good corporate citizen, we consider environmental sustainability to be an important strategic focus area. For instance, our manufacturing operations have a variety of initiatives in place to reduce energy usage, conserve water, improve wastewater management, reduce packaging and where possible use recycled and recyclable packaging. We evaluate and modify our manufacturing and other processes on an ongoing basis to mitigate risk and further reduce our impact on the environment, conserve water and reduce waste. Philanthropy Principles In January 2022, we adopted philanthropy principles that include promoting food security, supporting the communities where B&G Foods employees live and work, and accelerating diversity in the culinary arts. Promoting Food Security. As a leading manufacturer of high quality, well known food brands, we believe we can make a difference in the community by supporting causes and organizations that promote food security and education to ensure those in need have access to safe and nutritious food. In 2022 we announced a philanthropic partnership with America's Grow-a-Row (AGAR), a not-for-profit organization that grows and gleans fresh, healthy fruits and vegetables that are donated to those suffering from hunger or living in areas that lack reliable access to fresh, affordable produce. Beginning in February 2023, we have been making annual donations of $250,000 to AGAR, which results in the planting, growing, harvesting and distribution of 1.25 million servings per year of fresh produce to communities in need across the United States. In addition, during the harvest season in New Jersey, we hold volunteer days at AGAR in which our employees help harvest fresh produce that is donated to those in need. Supporting the Communities Where We Live And Work . At B&G Foods, we combine our passion for food with our passion for supporting and giving back to the community. We donate food, money and our time and expertise to various causes and charitable efforts at the corporate, brand and local levels, and encourage our employees to do the same. Through these efforts we strengthen, educate and feed our hometown communities across North America. Accelerating Diversity In The Culinary Arts. Food is a universal language, and we believe the culinary arts are made infinitely more powerful through a diverse blend of people and perspectives. In 2021, we founded the B&G Foods Culinary Leaders of Tomorrow Scholarship at The Culinary Institute of America (CIA) with a goal of making culinary education and employment more accessible to all. The B&G Foods Culinary Leaders of Tomorrow Scholarship awards five $10,000 grants to eligible students at the CIA each year with a total commitment of $1,000,000 in scholarships over eight years. Scholarship recipients who continue their education in good standing will receive the award each year until graduation. The scholarship application process for the B&G Foods Culinary Leaders of Tomorrow Scholarship is open to all CIA students who meet the eligibility criteria, regardless of race, color, religion, citizenship, national origin, gender, age, sexual orientation, gender identity, gender expression, marital status, military service, disability, or any other characteristic or condition protected by applicable law. Additional Information For more information about some of our key corporate social responsibility and environmental sustainability initiatives, including initiatives relating to zero waste, water conservation, reforestation, energy reduction, animal welfare and community support, please see https://www.bgfoods.com/about/responsibility . Copies of our corporate social responsibility report, Code, our supplier code of conduct, our human rights policy, our environmental, health and safety policy, our philanthropy principles and our water stewardship policy, are also available at https://www.bgfoods.com/about/responsibility . The information contained on our website is not part of, and is not incorporated in, this or any other document or report we file with or furnish to the SEC. PROPOSAL NO. 1-ELECTION OF DIRECTORS Introduction Our company's bylaws provide for the annual election of directors. Upon the recommendation of our nominating and governance committee, our board of directors has nominated for re-election each of our current directors. At the annual meeting, the ten 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. Director Nominees For each of the ten director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods and/or members of the board committees on which they serve. For further information about director skills and experience and board demographics and diversity, see "-Board Skills and Experience" and "-Board Demographics and Diversity" below. For further information, about how director nominees are selected, see "Corporate Governance-Director Nominations" above. Stephen C. Sherrill, 72, Chair of the Board of Directors : Stephen Sherrill has been a director since B&G Foods' formation in 1996 and has been Chair since 2005. Mr. Sherrill is a founder and has been a Managing Director of BRS, Inc. since its formation in 1995. BRS, formerly known as Bruckmann, Rosser, Sherrill & Co., Inc., was the controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. 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. Mr. Sherrill currently serves as a director of BRS Outdoor Holdings LLC (the owner of the Gamo, Crossman and Daisy airgun brands). Mr. Sherrill has previously served as a director of, among others, Royal Robbins, Inc., Ruth's Chris Steak House, Inc., Remington Arms Company, Inc., Reliance Electric Company and Zatarain's Brands Inc. Mr. Sherrill has many years of experience as a private equity investor and has served on the boards of directors of many public and private companies. Mr. Sherrill's expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands. In addition, as a private equity investor, Mr. Sherrill has provided strategic guidance and business and financial oversight (including evaluation of senior management and their compensation) for many private and public companies. DeAnn L. Brunts, 64, Director : DeAnn Brunts has been a director since May 2015. Since 1999, Ms. Brunts has served as the chief financial officer and executive officer of a number of businesses both private and public. Ms. Brunts served on the board of directors of Heritage Grocers Group, serving as chair of the audit committee, from December 2023 through December 2024. From November 2020 until May 2025, Ms. Brunts served as a member of the board of directors of Benson Hill, Inc. (formerly NASDAQ: BHIL). From January 2021 until her retirement in late March 2022, Ms. Brunts also served as the chief financial officer of Benson Hill. From August 2021 until October 2025, Ms. Brunts served on the board of directors of Claire's Holdings LLC, serving as chair of the audit committee. During 2020, she provided financial, accounting, capital structure and leadership consulting services to private equity backed companies. She served for three years commencing January 2017 as chief financial officer of Solaray, LLC, a privately held full service category management and merchandising services provider of general merchandise to a variety of retailers, including over 40,000 convenience stores. Ms. Brunts also served as the chief financial officer of Transworld Systems, Inc., a privately held debt collection agency, from 2015 to 2016, Maverik, Inc., a privately held convenience/gas/ fresh food store chain, from 2012 to 2014, Rocky Mountain Foods, Inc., a privately held food manufacturer and distributor, from 2011 to 2012 and Merlin-International, a privately held information technology company, in 2010. Prior to that, Ms. Brunts served in several roles at Tatum LLC, a privately held executive and consulting services company specializing in finance, accounting and technology services, from 2006 to 2009, most recently as the central region managing partner of Tatum. Ms. Brunts also held various positions at PricewaterhouseCoopers from 1985 to 1999, including transaction services and audit partner. Ms. Brunts previously served as chair of the audit committee of the Women's Foundation of Colorado and as a director and audit committee chair for Springboard to Learning. From 2017 to 2020 she served as a director of SRP Companies Canada, a privately held direct store distribution company. Ms. Brunts currently serves as a member of the Financial Accounting Standards Advisory Council. Ms. Brunts has extensive experience in financial and accounting matters, including private and public company reporting, having served as chief financial officer of several private companies and as an audit partner and mergers and acquisitions advisor at PricewaterhouseCoopers for several private and public companies, including several in the food and consumer packaged goods industries. Ms. Brunts also brings key senior management, leadership, financial and strategic planning experience to our board of directors. Debra Martin Chase, 69, Director : Debra Martin Chase has been a director since July 2020. Ms. Chase, a Tony and Peabody Award-winning and Emmy nominated television, motion picture and Broadway producer, is an entertainment industry icon and trailblazer as the first African American female producer ever to have a production deal at a major studio, and the first African American woman to produce a film that grossed over $100 million. To date, her films have grossed over a half billion dollars. Ms. Chase is the founder and has been serving as Chief Executive Officer of Martin Chase Productions since its formation in 2000. Since April 2024, Ms. Chase has been a member of the board of directors, and currently serves as a member of the nominating and corporate governance committee of Gaming and Leisure Properties, Inc. (NASDAQ: GLPI). From July 2021 to September 2025, Ms. Chase served as a member of the board of directors and a member of the audit committee of Bridge Investment Group Holdings Inc. (formerly NYSE: BRDG). Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston's production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington's production company, from 1992 to 1995. Before that, Ms. Chase served as an in-house attorney and then in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. Ms. Chase serves on the advisory board of the Second Stage Theatre in Manhattan. She is a member of the Academy of Motion Picture Arts and Sciences, where she sits on the producers executive committee, the Academy of Television Arts and Sciences, the Broadway League, where she sits on the Tony management committee, and the advisory board of the African American Film Critics' Association. Ms. Chase has many years of experience as a business executive in the entertainment industry. Ms. Chase brings key leadership, business and legal skills to our board of directors. Ms. Chase has extensive experience promoting diversity, inclusion and philanthropic efforts as a television, film and theatre producer and as the founding chairperson of the diversity and inclusion committee of the New York City Ballet whose board she served on for a decade. Ms. Chase's business experience and philanthropic interests enable her to provide the board with fresh ideas and valuable perspectives. Kenneth C. "Casey" Keller, 64, President, Chief Executive Officer and Director : Casey Keller has been our President and Chief Executive Officer and a director since June 2021. Prior to that, Mr. Keller served from January 2020 to September 2020 as president and chief executive officer of JDE Peet's NV, a $7 billion global coffee and tea company with over 20,000 employees based in Amsterdam, The Netherlands. Mr. Keller led the merger of Jacobs Douwe Egberts (JDE) and Peet's Coffee, Inc. in December 2019 and the successful initial public offering of the combined company in May 2020. Prior to the merger, Mr. Keller was the president and chief executive officer of Peet's Coffee, a premium specialty coffee company based in California, from August 2018 to December 2019. Prior to joining Peet's Coffee, Mr. Keller served as global president of the Wm. Wrigley Jr. Company, a subsidiary of Mars, Inc. He joined Wrigley in 2011 as president of Wrigley North America and later assumed responsibility for Wrigley Americas. Mr. Keller served as president of Alberto Culver USA from 2008 until the company's acquisition by Unilever in 2011. He also worked at the H.J. Heinz Company in both the United States and Europe, leading the ketchup, condiments and sauces division in the United States and was the chief executive officer of Heinz Italy. Mr. Keller began his consumer goods career with Procter & Gamble. From October 2017 until August 2018, Mr. Keller served as a director of Cott Corporation and as a member of its audit committee. Mr. Keller has many years of experience as a chief executive officer and as a senior executive officer in the food industry. Mr. Keller brings key senior management, leadership, financial, operational and strategic planning experience to our board of directors. Mr. Keller also has a strong background in mergers & acquisitions. Charles F. Marcy, 75, Director : Charles "Chuck" F. Marcy has been a director since 2010. Since 2015, Mr. Marcy has been a principal with Chuck Marcy Consulting, specializing in strategic and marketing consulting to companies in the natural and organic products businesses. From May 2013 through March 2015, Mr. Marcy served as the chief executive officer of Turtle Mountain LLC, the owner of the So Delicious Dairy Free brand. From January 2018 until its acquisition by Horizon Family Brands in December 2025, Mr. Marcy served as a member of the board of directors of Maple Hill Creamery, LLC. From December 2013 to January 2023, Mr. Marcy was a member of the board of directors of Farmer Bros. Co. (NASDAQ: FARM), most recently serving as a member of the nominating and governance committee and as chair of the compensation committee. From January 2017 to November 2022, Mr. Marcy was a member of the board of directors of Teton Waters Ranch LLC, most recently serving as a member of the compensation committee and chair of the board. From 2010 until 2013, Mr. Marcy was a principal with Marcy & Partners, Inc., where he provided strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings (HFH), a holding company for branded "better-for-you" foods from 2005 through April 2010. Under Mr. Marcy's guidance, HFH's portfolio included Breyers Yogurt, YoCrunch Yogurt and Van's International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2004. Mr. Marcy also previously served as President and Chief Executive Officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998, then a publicly traded company listed on the NASDAQ. From 1993 to 1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods. Mr. Marcy has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods marketing and has significant experience with organic foods. Robert D. Mills, 53, Director . Robert Mills has been a director since March 2018. Since 2005, Mr. Mills has served as a senior technology and digital executive for a number of public companies. Mr. Mills currently serves as Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer for Tractor Supply Company (NASDAQ: TSCO), a position he has held since August 2018. In his current role at Tractor Supply Company, Mr. Mills is responsible for setting the technology direction for the entire company including cybersecurity and privacy practices, providing leadership for all digital operations and facilitating the long term strategic direction, which includes M&A activity for the organization. Mr. Mills served as Senior Vice President, Chief Information and Strategy Officer of Tractor Supply Company from 2014 to August 2018. Prior to that, Mr. Mills was the chief information officer of Ulta Beauty Inc. (NASDAQ: ULTA) from 2011 to 2014 and vice president, online chief information officer of Sears Holding Corp. (NASDAQ: SHLD) from 2005 to 2011. Since May 2022, Mr. Mills has been a member of the board of directors, and currently serves as the nominating and governance committee chair and as a member of the audit and technology committee, of RealTruck, Inc., a privately held manufacturer and online retailer of aftermarket truck parts and accessories. He was the Chairman Emeritus for the National Retail Federation Chief Information Council from 2020 to 2021. Mr. Mills has many years of experience as a senior information technology executive. Mr. Mills brings key senior management, leadership, information technology, cybersecurity, digital operations and strategic planning experience to our board of directors. Dennis M. Mullen, 72, Director : Dennis Mullen has been a director since 2006. Mr. Mullen is the Chairman of the Board of Talent Bridge, a privately held company offering staffing and recruitment services. Mr. Mullen was the founder and a partner of The Mullen Group, LLC from its formation in 2011 until June 2025. The Mullen Group provided strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State's primary economic development agency. During that time he also served as a Commissioner of New York State's Department of Economic Development. From September 2008 to June 2009, Mr. Mullen served as Upstate President of the Empire State Development Corporation, where he oversaw the upstate operations of the agency. From 2005 through August 2008, Mr. Mullen served as President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior to 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. Mr. Mullen has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Mullen brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Cheryl M. Palmer, 68, Director: Cheryl Palmer has been a director since 2010. Ms. Palmer is a founder and has been the President of Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, and how to leverage new customer and channel strategies, since its formation in 2011. Prior to that, Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, a privately held company, which operates full-service hotels for member organizations in prime, major metropolitan downtown city locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006 where she led retail operations for 350 stores ($1.5B sales) and a team of 11,000 associates. Prior to that Ms. Palmer served in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as Senior Vice President, Strategic Marketing (CMO/CSO) of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott's North America and Schweppes USA divisions of Cadbury Beverages, Inc. Ms. Palmer has many years of experience as a senior executive officer in the food industry. Ms. Palmer brings key senior management, leadership, financial and strategic planning, corporate governance and executive compensation experience to our board of directors. Ms. Palmer also has a strong background in brand marketing. Ms. Palmer's retail food industry experience brings an added perspective to the board. Alfred Poe, 77, 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. From December 2020 until January 2024, Mr. Poe was a member of the board of directors of Farmer Bros. Co. (NASDAQ: FARM), most recently serving as a member of the technology, nominating and governance and compensation committees. Mr. Poe 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 previously served on the board of directors of Centerplate, Inc. (AMEX), Polaroid Corporation (NYSE) and State Street Bank (NYSE). Mr. Poe has many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. David L. Wenner, 76, Director : David Wenner has been a director since August 1997. Mr. Wenner served as our President and Chief Executive Officer from March 1993 through December 2014 and as our Interim President and Chief Executive Officer from November 2020 to June 2021. Mr. Wenner joined our company in ...

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