As filed with the Securities and Exchange Commission on June 27, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2025, B&G Foods and Jordan E. Greenberg mutually agreed that Mr. Greenberg will cease serving as our Executive Vice President and President of Spices & Flavor Solutions and following a transition period his last day of employment with our company will be August 24, 2025. We expect to enter into a separation agreement with Mr. Greenberg pursuant to which his separation will be treated as a termination without cause and, consistent with the terms of Mr. Greenberg’s employment agreement, he will receive certain severance and other benefits, including: (1) salary continuation payments of $750,269, which reflects payment of 160% of his annual base salary for an additional one year following his separation date, (2) one year of continued medical and dental coverage pursuant to COBRA, (3) a lump sum payment of $10,000, which reflects the estimated market value of life insurance and disability benefits for one year, (4) the accelerated vesting on his separation date of 48,482 shares of restricted stock, and (5) one additional year of service credit under our defined benefit pension plan. Pursuant to the terms of Mr. Greenberg’s performance share long-term incentive award agreements, Mr. Greenberg will also be entitled to pro rata vesting and payment of performance shares, in each case subject to our company’s achievement of performance metrics over the remainder of the applicable performance periods. The separation agreement is also expected to include customary confidentiality, non-competition, non-solicitation and non-disparagement provisions and a general release by Mr. Greenberg of claims against our company and certain related persons and entities.
Andrew D. Vogel, currently our Executive Vice President and President of Meals, will assume Mr. Greenberg’s responsibilities on an interim basis, and his new title will be Executive Vice President and President of Meals and Interim President of Spices & Flavor Solutions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B&G FOODS, INC. | ||
| Dated: June 27, 2025 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, General Counsel and Secretary | ||
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