B&G Foods (BGS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, in a virtual-only format, with voting on director elections, executive compensation (say-on-pay), and auditor ratification.

• Proxy materials include the proxy statement and 2025 annual report, available online to reduce environmental impact and costs.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; each share has one vote.

• Record date for voting is March 24, 2026, with 80,411,079 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: election of ten directors, advisory vote on executive compensation, and ratification of KPMG LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting between November 4 and December 4, 2026.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds and significant experience in finance, operations, marketing, and governance.

• Board committees: audit, compensation, corporate social responsibility, nominating and governance, and risk.

• Majority of directors are independent; mandatory separation of chair and CEO roles.

• Directors encouraged to attend annual meetings; all attended in 2025.

• Non-employee directors compensated via cash or stock options, with equity grants and ownership guidelines.