B&G Foods (BGS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, in a virtual-only format, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials include the proxy statement and 2024 Annual Report, distributed electronically or by mail.

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

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation (say-on-pay), and ratify KPMG LLP as the independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 26, 2025.

Board of directors and corporate governance

• Board consists of ten directors with diverse backgrounds and skills, including experience in finance, operations, technology, and ESG.

• Eight directors are independent; board leadership is separated between an independent chair and CEO.

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

• Directors are encouraged to attend annual meetings; nine of ten attended in 2024.

• Non-employee directors receive annual cash or stock compensation, equity grants, and must meet stock ownership guidelines.