As filed with the Securities and Exchange Commission on November 7, 2017
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): November 6, 2017
B&G Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-32316 |
|
13-3918742 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
Four Gatehall Drive, Parsippany, New Jersey |
|
07054 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Bruce C. Wacha as Executive Vice President of Finance and Chief Financial Officer
On November 2, 2017, B&G Foods announced that our board of directors appointed Executive Vice President of Corporate Strategy and Business Development, Bruce C. Wacha, to Executive Vice President of Finance and Chief Financial Officer, effective November 27, 2017. Current interim Chief Financial Officer, Amy Chiovari, will continue in her role as Corporate Controller and assist with Mr. Wachas transition to Chief Financial Officer.
Mr. Wacha, age 46, joined B&G Foods in August 2017 from Amira Nature Foods Ltd. (NYSE: ANFI), where he spent three years as that companys chief financial officer and executive director of the board of directors. Prior to joining Amira Nature Foods, Mr. Wacha spent more than 15 years in the financial services industry at Deutsche Bank Securities, Merrill Lynch and Prudential Securities, where he advised corporate clients across the food, beverage and consumer products landscape. Mr. Wacha earned a bachelor of arts and a master of business administration from Columbia Universitys Columbia College and Columbia Business School.
There are no arrangements or understandings between Mr. Wacha and any other person pursuant to which he was appointed as our companys Executive Vice President of Finance and Chief Financial Officer. There is no family relationship between Mr. Wacha and any director, executive officer, or person nominated or chosen by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with Mr. Wacha that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release we issued to announce the appointment of Mr. Wacha is attached hereto as Exhibit 99.1.
Employment Agreement
On November 6, 2017, B&G Foods and Mr. Wacha entered into an amendment to Mr Wachas employment agreement to reflect his appointment to Executive Vice President of Finance and Chief Financial Officer effective November 27, 2017. Following is a summary of the key terms of Mr. Wachas employment agreement as so amended.
Overview; Base Salary. The agreement provides that Mr. Wacha will be employed as our Executive President of Finance and Chief Financial Officer at an annual base salary of $400,000, or such higher figure as may be determined at an annual review of his performance and compensation by the compensation committee of our board of directors. Mr. Wacha also received a sign-on bonus of $100,000 upon joining B&G Foods in August.
Term. The term of the agreement extends through December 31, 2018, subject to automatic one-year extensions, unless earlier terminated. The agreement may be terminated by Mr. Wacha at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rules in certain instances as described below, including a change in control or a deemed termination without cause.
The agreement may also be terminated by B&G Foods for any reason, including for cause (we must give 60 days advance written notice if the termination is without cause). As defined in the agreement, a termination for cause includes termination by us due to conviction of a felony or any other crime involving moral turpitude, whether or not relating to Mr. Wachas employment; habitual unexcused absence from the facilities of B&G Foods; habitual substance abuse; willful disclosure of material confidential information of B&G Foods and/or its subsidiaries or other affiliates; intentional violation of conflicts of interest policies established by our board of directors; wanton or willful failure to comply with the lawful written directions of our board of directors or other superiors; and willful misconduct or gross negligence that results in damage to the interests of B&G Foods and its subsidiaries or other affiliates. Mr. Wacha will be considered to be terminated without cause if he resigns because we have substantially changed or altered Mr. Wachas authority or duties so as to effectively prevent him from performing the duties of the Executive Vice President of Finance and Chief Financial Officer as defined in the agreement, or require that his office be located at and/or principal duties be performed at a location more than 45 miles from the present headquarters located in Parsippany, New Jersey. In this event, Mr. Wacha must notify us within 30 days and must allow us 30 days to restore his duties.
Mr. Wacha will also be considered to be terminated without cause if he terminates his employment following a change in control if after the change in control he is not the Executive Vice President of Finance and Chief Financial Officer with duties and responsibilities substantially equivalent to those described in the agreement or is not entitled to substantially the same benefits as set forth in the agreement. In this event, Mr. Wacha must give us written notice of his resignation within 90 days after the change in control.
Annual Bonus Awards. Mr. Wacha is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 0% of his base salary at threshold to 60% of his base salary at target to 120% of his base salary at maximum, if performance benchmarks, as defined in the annual bonus plan are met.
Long-Term Incentive Awards. Mr. Wacha is also entitled to participate in B&G Foods long-term incentive plans, as shall be adopted and/or modified from time to time by the compensation committee. Mr. Wacha is eligible to earn long-term incentive awards as a percentage of his base salary on the grant date of such awards, with such percentage to be determined by the compensation committee.
Other Benefits. Mr. Wacha is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, (3) participate in all employee benefit plans maintained by B&G Foods for its executive officers, and (4) receive other customary employee benefits.
Severance Benefits. In the case of termination by us without cause, termination by us due to Mr. Wachas disability or death, or a resignation by Mr. Wacha described above that is considered to be a termination by us without cause (including upon a change of control subject to the occurrence of the second trigger described above), the agreement provides that he will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a severance period of one year: (1) salary continuation payments for each year of the severance period in an amount per year equal to 160% of his then current annual base salary, (2) continuation during the severance period of medical, dental, life insurance and disability
insurance for Mr. Wacha, his spouse and his dependents, or if the continuation of all or any of the benefits is not available because of his status as a terminated employee, a payment equal to the market value of the excluded benefits, (3) if allowable under B&G Foods qualified defined benefit pension plan in effect on the date of termination, one additional year of service credit under the qualified defined benefit pension plan, and (4) outplacement services. The severance period will be increased to two years after the date of termination of employment if Mr. Wacha terminates his employment following a change in control upon the occurrence of the second trigger described above or if we terminate Mr. Wachas employment without cause within one year following a change of control.
No Excise Tax Gross-Up. Mr. Wacha is not entitled to any golden parachute excise tax gross-up payments under the employment agreement or any other agreement or plan with our company.
Non-Competition Agreement. During Mr. Wachas employment and for one year after his voluntary resignation or termination for cause, Mr. Wacha has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business. Receipt of the severance benefits described above after a voluntary resignation or termination for cause is contingent on Mr. Wachas compliance with this non-competition agreement.
Copies of the employment agreement and the first amendment to the employment agreement are filed as Exhibits 10.1 and 10.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
99.1 |
|
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: November 7, 2017 |
By: |
/s/ Scott E. Lerner |
|
|
Scott E. Lerner
|
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment ), dated as of November 6, 2017, by and between B&G FOODS, INC., a Delaware corporation (the Corporation ) and BRUCE C. WACHA ( Executive ).
PRELIMINARY STATEMENTS
WHEREAS, the Corporation and Executive entered into that certain Employment Agreement, dated as of August 1, 2017 (the Employment Agreement );
WHEREAS, the Corporation and Executive each desire to amend the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Defined Terms . Except as otherwise set forth herein, capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Employment Agreement.
2. Amendments to the Employment Agreement . All references in the Employment Agreement to Executive Vice President of Corporate Strategy and Business Development shall be replaced by references to Executive Vice President of Finance and Chief Financial Officer.
3. Amendment Effective Date . The amendment contained in Section 2 of this Amendment shall be effective as of November 27, 2017 (the Amendment Effective Date ).
4. Reference to and Effect on the Employment Agreement .
(a) On and after the Amendment Effective Date each reference in the Employment Agreement to this Agreement, hereunder, hereof or words of like import, shall mean and be a reference to the Employment Agreement as amended hereby.
(b) Except as specifically amended hereby, the Employment Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
5. Counterparts . This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
6. Governing Law . This Amendment and any claim, controversy or dispute arising under or related to this Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be construed and enforced under and in accordance with the laws of the State of New Jersey, without regard to conflicts of law principles.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
B&G FOODS, INC. |
|
BRUCE C. WACHA |
||
|
|
|
||
|
|
|
||
By: |
/s/ Robert C. Cantwell |
|
/s/ Bruce C. Wacha |
|
|
Name: |
Robert C. Cantwell |
|
|
|
Title: |
President and Chief Executive Officer |
|
|
[ Signature Page to First Amendment to Employment Agreement ]
B&G Foods to Appoint Bruce C. Wacha as Chief Financial Officer
PARSIPPANY, N.J., November 6, 2017 B&G Foods, Inc. (NYSE: BGS) announced today that it will appoint Executive Vice President of Corporate Strategy and Business Development, Bruce C. Wacha, to Executive Vice President of Finance and Chief Financial Officer, effective November 27, 2017. As Chief Financial Officer, Mr. Wacha will oversee the Companys finance organization and be responsible for all financial and accounting matters. He will also continue to oversee the Companys corporate strategy and business development, including mergers & acquisitions, capital markets transactions and investor relations. He will continue to serve on the Companys executive management team, reporting to President and Chief Executive Officer, Robert C. Cantwell.
Since joining our executive team in August, Bruce has demonstrated excellent leadership skills, financial expertise and an excellent work ethic, stated Mr. Cantwell. Im delighted to announce Bruces appointment to CFO. Bruce is an experienced and talented executive and after working with Bruce the past few months I am confident that he is the right person to lead our finance organization and help us achieve our growth objectives.
Mr. Wacha joined B&G Foods from Amira Nature Foods Ltd. (NYSE: ANFI), where he spent three years as that companys chief financial officer and executive director of the board of directors. Prior to joining Amira Nature Foods, Mr. Wacha spent more than 15 years in the financial services industry at Deutsche Bank Securities, Merrill Lynch and Prudential Securities, where he advised corporate clients across the food, beverage and consumer products landscape. Mr. Wacha earned a bachelor of arts and a master of business administration from Columbia Universitys Columbia College and Columbia Business School.
Current interim Chief Financial Officer, Amy Chiovari, will continue in her role as Corporate Controller and assist with Mr. Wachas transition to Chief Financial Officer. Id like to sincerely thank Amy Chiovari for serving as our interim Chief Financial Officer for the past eight months. We are very fortunate to have someone of Amys caliber in our finance organization who was able to step up when needed and lead our finance team during this transition period.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods diverse portfolio of more than 50 brands you know and love, including Back to Nature , B&G , B&M , Cream of Wheat , Green Giant , Las Palmas , Le Sueur , Mama Marys , Maple Grove Farms , Mrs. Dash , New York Style , Ortega , Pirates Booty , Polaner , SnackWells , Spice Islands and Victoria , theres a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute forward-looking statements. The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods growth objectives and Mr. Wachas ability to help B&G Foods achieve those objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical
results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms believes, belief, expects, projects, intends, anticipates or plans to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods filings with the Securities and Exchange Commission, including under Item 1A, Risk Factors in the Companys most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts: |
||
|
|
|
Investor Relations: |
|
Media Relations: |
ICR, Inc. |
|
ICR, Inc. |
Dara Dierks |
|
Matt Lindberg |
866.211.8151 |
|
203.682.8214 |