B&G Foods, Inc. (Other) (8-K)
October 01 2007 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 25, 2007
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other
Jurisdiction
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(Commission
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(IRS Employer
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of
Incorporation)
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File Number)
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Identification
No.)
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Four Gatehall Drive, Suite 110, Parsippany, New Jersey
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07054
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code:
(973) 401-6500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Compensatory Arrangements of Certain
Officers.
As previously disclosed,
in February 2007 B&G Foods compensation committee decided to postpone
setting a participant pool and minimum per EIS distributable cash target for
fiscal 2007 for B&G Foods 2004 Long Term Incentive Plan (2004 LTIP) until
it had time to reassess the 2004 LTIP and contemplate other long term incentive
programs. The decision to postpone
setting a participant pool and distributable cash target was made in light of
the then pending
Cream of Wheat
acquisition (which
was completed in February 2007) and the then proposed initial public equity
offering of separately traded Class A common stock (which was completed in May
2007). As a result, there were no awards
made under the 2004 LTIP in respect of 2007.
In June 2007, the
compensation committee retained an outside consultant to review the 2004 LTIP
and to offer suggestions for 2007 as well as for structuring long-term
incentive compensation going forward in order to promote B&G Foods
continued growth and enhanced stockholder value.
On September 25, 2007,
the compensation committee terminated the 2004 LTIP and approved a special,
one-time bonus pool of $1.9 million designed to recognize the significant
contributions of B&G Foods executive officers and certain members of
senior management to the successful completion of the
Cream of
Wheat
acquisition and the Class A common stock offering. The size of the special, one-time bonus pool
is based upon the expected attainment of certain cash flow based performance
targets for fiscal 2007 and will be adjusted upwards or downwards by the
compensation committee based upon actual results for fiscal 2007. The formula used to determine the special
one-time bonus pool has been designed to approximate the formula previously
used under the 2004 LTIP. The
compensation committee has not yet determined which executive officers and
members of senior management will receive an award or the size of any
individuals award, although it is expected that each of B&G Foods named
executive officers (as defined in B&G Foods 2007 annual meeting proxy
statement) will receive an award.
The special cash bonus
awards will be paid in March 2008 after B&G Foods audit committee approves
the companys fiscal 2007 Annual Report on Form 10-K for filing with the
Securities and Exchange Commission, but in no event later than March 15,
2008. B&G Foods has accrued a
compensation expense for 75% of the expected payments under the 2007 special
bonus program and such accrual will be reflected in B&G Foods financial
results for the quarter ended September 29, 2007. Subject to the attainment of the fiscal 2007
performance targets, the remainder of the compensation expense relating to the
special bonus awards will be accrued for during the quarter ended December 29,
2007.
The compensation
committee is continuing to work with the outside consultant to structure a
long-term incentive compensation program for 2008 and beyond. It is currently anticipated that awards
granted in 2008 by the compensation committee under any new long-term incentive
program will be performance-based awards payable in equity. It is not currently anticipated that any
material changes will be made to B&G Foods existing performance-based
annual bonus program other than to adjust performance targets so that awards
under the annual bonus program are not impacted by the 2007 special bonus
program or any new long-term incentive program.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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B&G FOODS,
INC.
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Dated: October 1, 2007
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By:
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/s/ Robert C. Cantwell
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Robert C. Cantwell
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Executive Vice President of Finance and
Chief Financial Officer
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