0001278027
false
0001278027
2020-11-15
2020-11-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
As
filed with the Securities and Exchange Commission on November 16, 2020
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 15, 2020
|
|
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)
|
Registrant’s telephone number, including
area code: (973) 401-6500
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01 per share
|
BGS
|
New York Stock Exchange
|
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))
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 ¨
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. ¨
|
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
On November 15, 2020, Kenneth G. Romanzi and B&G Foods mutually agreed that Mr. Romanzi would step aside as President, Chief Executive
Officer and a member of the board of directors of B&G Foods in order for Mr. Romanzi to pursue personal interests, and Mr. Romanzi
resigned as President, Chief Executive Officer and a director effective that day. This was not the result of any disagreement on the part
of Mr. Romanzi relating to the Company's operations, policies or practices or any misconduct by Mr. Romanzi.
Effective November 15, 2020, David
L. Wenner, age 71, a current member of our board of directors and our former President and Chief Executive Officer from 1993 through
2014, was elected as our Interim President and Chief Executive Officer. B&G Foods will initiate a search for a new President
and Chief Executive Officer and until one is appointed, Mr. Wenner will serve as Interim President and Chief Executive Officer.
Mr. Wenner has been a member of our
board of directors since 1997. Mr. Wenner served as our President and Chief Executive Officer from March 1993 through
December 2014. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution
and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President and assumed responsibility for all company
manufacturing operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision
and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has been active in industry
trade groups and has served on the Chairman’s Advisory Council of the Grocery Manufacturers Association (now known as the
Consumer Brands Association).
B&G Foods and Mr. Wenner have agreed
that during his tenure as Interim President and Chief Executive Officer he will receive a base salary of $1,000,000 per year (pro
rated for his period of service). In addition, Mr. Wenner will be eligible to (1) participate in all employee benefit
plans maintained by B&G Foods for our executive officers, including medical, dental, disability and life insurance coverage,
(2) receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, and (3) receive
other customary employee benefits. Mr. Wenner will not receive any compensation as a director during his tenure as Interim
President and Chief Executive Officer. A copy of the offer letter memorializing the foregoing is filed with this report as Exhibit 10.1
and is incorporated by reference herein.
There are no arrangements or understandings
between Mr. Wenner and any other person pursuant to which he was appointed as our company’s President and Chief Executive
Officer. There is no family relationship between Mr. Wenner 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. Wenner that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act
of 1934.
Pursuant to the separation agreement and
general release entered into by Mr. Romanzi and our company, Mr. Romanzi’s separation will be treated as a termination
of his employment agreement by our company without cause effective January 11, 2021 for purposes of the severance and other
benefits described in the employment agreement. Mr. Romanzi will be entitled to the benefit of the employee compensation arrangements
following a termination without cause set forth in his employment agreement and equity award agreements, including the accelerated
vesting of restricted stock and pro rata vesting and payment of performance shares subject to the Company’s achievement of
performance metrics over the remainder of the applicable performance periods, and to certain salary continuation and other severance
benefits described in the separation agreement and general release, a copy of which is filed with this report as Exhibit 10.2.
Pursuant to the separation agreement and general release, Mr. Romanzi will receive, in addition to any benefits that are accrued
and unpaid through January 11, 2021: (1) salary continuation payments through January 11, 2021, (2) severance
in the form of salary continuation payments for one year commencing January 11, 2021 at the rate of 200% of his current base
salary, (3) a bonus under our annual bonus plan for the year ending January 2, 2021 (fiscal 2020) based on our company’s
financial performance for fiscal 2020 as if Mr. Romanzi had been employed through the end of the fiscal 2020 performance period,
(4) one year of continued medical and dental coverage pursuant to COBRA, (5) a lump sum payment of $10,000, which reflects
the estimated market value of life insurance and disability benefits for one year, and (6) a lump sum payment of $10,000,
which reflects a full year of his monthly automobile allowance. The separation agreement and general release also includes customary
confidentiality, non-competition, non-solicitation and non-disparagement provisions and a general release by Mr. Romanzi of
claims against our company and certain related persons and entities.
A copy of the press release we issued to
announce the foregoing is attached to this report as Exhibit 99.1.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
10.1
|
Offer Letter, dated as of November 15, 2020, between David L. Wenner and B&G Foods, Inc.
|
|
|
|
|
|
|
10.2
|
Separation Agreement and General Release, dated as of November 15, 2020, between Kenneth G. Romanzi and B&G Foods, Inc.
|
|
|
|
|
|
|
99.1
|
Press Release dated November 16, 2020
|
|
|
|
|
|
|
104
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
|
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 16, 2020
|
By:
|
/s/ Scott E. Lerner
|
|
|
|
Scott E. Lerner
|
|
|
|
Executive Vice President,
|
|
|
|
|
General Counsel and Secretary
|
Exhibit 10.2
Confidential
November 15, 2020
Mr. Kenneth G. Romanzi
[Address Redacted]
Re: Separation Agreement
and General Release
Dear Ken:
Consistent with our discussions concerning the terms of your
separation, this letter constitutes an agreement between you and B&G Foods, Inc. (“B&G Foods”),
on behalf of itself and its subsidiaries (collectively with B&G Foods, the “Company”), setting forth all
terms of your separation from the Company. You are encouraged to read this letter agreement carefully and make certain that you
understand and agree with it before you sign it. You may consider for twenty-one (21) days whether you wish to sign this letter
agreement. You are encouraged to review this letter agreement with your attorney.
By signing this letter agreement, and not revoking it, you agree
as follows:
|
|
1.
|
Separation Date. It is understood that (i) today is your last day of active employment (i.e., the last day on which
you will be expected or permitted to report to work, perform any duties and carry out any assigned tasks) (the “Separation
Date”) and, effective as of today, you hereby resign from your position as President and Chief Executive Officer and
as a member of the Board of Directors of the Company, and from all positions, including directorships, you hold with B&G Foods’
subsidiaries, and (ii) your payroll termination date (i.e., the last working day for which you will be paid your annual base
salary) will be January 11, 2021 (the “Payroll Termination Date”). You hereby confirm that your separation
from the Company is not the result of any disagreement relating to the Company’s operations, policies or practices.
|
|
|
2.
|
Treatment Under Employment Agreement and Long-Term Incentive Agreements. Your separation from the Company shall be treated
(i) as a termination without cause pursuant to Section 8(a) of the Amended and Restated Employment Agreement, dated
as of February 26, 2019, between B&G Foods and you (the “Employment Agreement”), and for purposes of
such Section 8(a) shall be deemed effective on the Payroll Termination Date, and (ii) as a termination without cause
pursuant to your 2019 Restricted Stock Award Agreement, 2020 Restricted Stock Award Agreement, 2018 to 2020 Performance Share Award
Agreement, 2019 to 2021 Performance Share Award Agreement and 2020 to 2022 Performance Share Award Agreement (collectively, the
“Equity Award Agreements”) and for purposes of such Equity Award Agreements shall be deemed effective on the
Payroll Termination Date.
|
|
|
3.
|
Severance and Other Benefits. In accordance with Section 7(a) of the Employment Agreement and in consideration
of the general release and waiver of all claims against the Company and the other Releasees (as defined below) and your other promises
made in this letter agreement, and conditioned on your not revoking this letter agreement as described in paragraph 26 below,
the Company shall provide you with the following severance payments and other benefits:
|
Quality Foods Since 1889
Kenneth G. Romanzi
November 15, 2020
Page 2
|
|
A.
|
For the period from the Separation Date through the Payroll Termination Date, the Company shall pay you salary continuation
payments at your current annual base salary of $801,450 (less any state, federal, FICA and other applicable taxes required to be
withheld and, as set forth below in subparagraph D, less the amount of medical and dental insurance contributions). Such payments
shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the Separation Date.
|
|
|
B.
|
For the period commencing on January 12, 2021 through January 11, 2022 (the “Severance Period”),
the Company shall pay you salary continuation payments equal in the aggregate to $1,602,900 (less any state, federal, FICA and
other applicable taxes required to be withheld and, as set forth below in subparagraph D, less the amount of medical and dental
insurance contributions), which reflects payment of 200% of your annual base salary for the Severance Period). Such payments shall
be paid in substantially equal installments in the same manner and pursuant to the same payroll procedures that were in effect
prior to the Separation Date and shall commence no later than the Company’s next regular pay day after January 12, 2021
(the “Initial Severance Payment Date”).
|
|
|
C.
|
If the Compensation Committee of the Board of Directors of the Company determines that based on the Company’s financial
performance for fiscal year 2020 awards have been earned under the Company’s annual bonus plan for eligible employees at
the level of vice president and above, you shall be paid a bonus under the annual bonus plan as if you had remained employed by
the Company through the end of the performance period. The amount of such bonus, if earned, will be based on the Company’s
performance as determined in accordance with the applicable annual bonus plan and the Employment Agreement and will be paid (less
any state, federal, FICA and other applicable taxes required to be withheld) in February or March 2021 in accordance
with the Company’s payroll practices. For purposes of the annual bonus calculation, the portion that would otherwise be attributable
to your individual performance (25% of your bonus at “target”) will be paid in full so long as at least the threshold
Company-wide performance metric under the annual bonus plan is attained.
|
|
|
D.
|
The Company shall continue your current medical and dental coverage for you and your eligible family members on the Company’s
medical and dental benefit plans from the Separation Date through January 31, 2022 subject to the terms and conditions of
the plans and pursuant to, and subject to the eligibility requirements of, COBRA. Your contributions will be the same as those
of a currently active participant and will automatically be withheld on a pre-tax basis from your salary continuation payments
set forth in subparagraphs A and B above. At the end of the Severance Period you will be eligible to continue your coverage pursuant
to COBRA for the remainder, if any, of the COBRA eligibility period at your sole expense, subject to the terms and conditions of
the Company’s medical and dental benefit plans and COBRA rules and provisions.
|
|
|
E.
|
The Company shall pay you on the Initial Severance Payment Date a lump sum payment of $10,000.00 (less any state, federal,
FICA and other applicable taxes required to be withheld), which amount reflects the estimated market value of your life insurance
and disability insurance benefits for the duration of the Severance Period that will not be available to you because of your status
as a terminated employee.
|
Kenneth G. Romanzi
November 15, 2020
Page 3
|
|
F.
|
For the period from the Separation Date through the Payroll Termination Date, the Company shall continue to pay you the monthly
automobile allowance of $833.33 set forth in the Employment Agreement (less any state, federal, FICA and other applicable taxes
required to be withheld). Such payments shall be paid in the same manner and pursuant to the same payroll procedures that were
in effect prior to the Separation Date.
|
|
|
G.
|
The Company shall pay you on the Initial Severance Payment Date a lump sum payment of $10,000 (less any state, federal, FICA
and other applicable taxes required to be withheld), which amount constitutes a total of the monthly automobile allowance of $833.33
set forth in the Employment Agreement for the duration of the Severance Period.
|
|
|
H.
|
All payments to you hereunder shall be made via direct deposit to the account to which your last payroll payment was made unless
you designate another account in writing. Contemporaneously with all payments made hereunder, the Company shall provide you via
email to kromanzi@aol.com or any other email address you designate in writing with an itemization of all tax withholdings and other
deductions made with respect to such payments.
|
|
|
I.
|
The Company will arrange for Lee Hecht Harrison to provide you with career transition assistance. A member of the Company’s
Human Resources Department will provide you with a summary of this program.
|
|
|
J.
|
If you should die during the period from the Separation Date through the duration of the Severance Period, any remaining unpaid
amounts owing to you pursuant to this letter agreement (less any state, federal, FICA and other applicable taxes required to be
withheld) shall be paid in accordance with the terms hereof to your surviving spouse or, if no surviving spouse, to your estate
in the manner designated by your surviving spouse, if applicable, or the executor(s) of your estate.
|
You acknowledge that you are solely responsible for
all federal, state and local taxes, if any, other than any employer share of FICA, Medicare, unemployment or disability contributions,
that a government agency may determine is due to it, and that may be ultimately required by law to be paid with respect to the
severance and other benefits provided for by this letter agreement. You agree to indemnify and hold harmless the Company and the
other Releasees (as defined below) from any and all taxes and related penalties, should the taxability of such severance and other
benefits be challenged by any government tax authority.
|
|
4.
|
Vacation Pay. You understand and agree that your vacation accrual will cease as of the Payroll Termination Date. The
Company shall pay you on the Initial Severance Payment Date for any unused vacation pay for 2020 and 2021 earned and accrued from
January 1, 2020 through the Payroll Termination Date (less any state, federal, FICA and other applicable taxes required to
be withheld) in accordance with the Company’s existing paid time off policies and practices and applicable law.
|
|
|
5.
|
No Admission of Liability. You understand and agree that the severance and other benefits to be provided to you pursuant
to the terms of this letter agreement are not and shall not be construed or represented to be an admission of liability of any
kind by the Company.
|
Kenneth G. Romanzi
November 15, 2020
Page 4
|
|
6.
|
Termination of Certain Other Benefits.
|
|
|
A.
|
Life Insurance. You understand and agree that your participation in any life insurance plan maintained by the Company
will automatically terminate on the Payroll Termination Date. Subject to the terms and conditions of the Company’s life insurance
plan and applicable law, you may convert your life insurance to an individual policy by notifying the life insurance carrier not
later than thirty-one (31) days after your life insurance ends.
|
|
|
B.
|
Accidental Death and Dismemberment Insurance. You understand and agree that your participation in the Company’s
accidental death and dismemberment insurance plan will automatically terminate on the Payroll Termination Date. The accidental
death and dismemberment insurance policy does not include a conversion option.
|
|
|
C.
|
Short-Term and Long-Term Disability Insurance. You understand and agree that your participation in the Company’s
short-term and long-term disability plans automatically terminates on the Payroll Termination Date. The short-term and long-term
disability insurance plans do not include a conversion option.
|
|
|
D.
|
Other Benefits. You understand and agree that, except as stated herein, all other benefits that you may currently receive,
including, without limitation, your automobile allowance and company paid cell phone or cell phone allowance, if any, will also
terminate on the Payroll Termination Date.
|
|
|
E.
|
401(k) Defined Contribution Plan. The Company will separately forward to you a letter with further details regarding
your options with respect to the Company’s 401(k) plan following your separation from the Company.
|
|
|
7.
|
General Release and Waiver. In exchange for the severance and other benefits described in paragraph 3 above, and
for other good and valuable consideration, you, on behalf of yourself and your family, heirs, executors, successors and assigns,
hereby irrevocably and unconditionally release and forever discharge the Company and its past, present and future affiliates, parents,
subsidiaries and divisions and the Company’s and each of the foregoing person’s or entity’s respective shareholders,
directors, officers, employees, agents, attorneys, employee benefit plans (and the administrators and fiduciaries thereof) and
representatives (collectively with the Company, the “Releasees”), and agree to hold the Releasees harmless from
and against, and hereby waive, any and all claims, causes of action, charges or demands, in law or in equity, whether known or
unknown, which may have existed or which may now exist, or arise, from the beginning of time to the date on which you sign this
letter agreement. This release includes, without limitation, all claims, causes of action, charges or demands arising from or relating
to your employment with, or separation from employment with, the Company or otherwise, other than claims that the law does not
permit you to waive by signing this letter agreement.
|
Without limiting the generality of the foregoing,
this release includes a release of any rights or claims you may have under any and all federal, state or local statutes, including,
without limitation, the following:
|
|
A.
|
Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, as amended;
|
Kenneth G. Romanzi
November 15, 2020
Page 5
|
|
B.
|
the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973, as amended;
|
|
|
C.
|
the Family and Medical Leave Act of 1993, as amended;
|
|
|
D.
|
Section 1981 of the Civil Rights Act of 1866, as amended;
|
|
|
E.
|
Section 1985(3) of the Civil Rights Act of 1871, as amended;
|
|
|
F.
|
the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act of 1990, as amended
(the “ADEA”);
|
|
|
G.
|
the Occupational Safety and Health Act, as amended;
|
|
|
H.
|
the Equal Pay Act, as amended;
|
|
|
I.
|
the Employee Retirement Income Security Act of 1974, as amended;
|
|
|
J.
|
the New Jersey Conscientious Employee Protection Act, as amended;
|
|
|
K.
|
any and all other federal, state or local laws, regulations or common law against discrimination, including but not limited
to the New Jersey Law Against Discrimination and all other laws and regulations of the State of New Jersey and the New Jersey Department
of Labor and Workforce Development; and
|
|
|
L.
|
any and all other federal, state, or local laws, regulations or common law relating to employment, wages, hours, health and
safety, or any other terms and conditions of employment.
|
This release also includes a release by you of any
claims for wrongful discharge, breach of contract, torts or any other claim in any way related to your employment with or separation
from the Company, including, without limitation, any claim under any policy, agreement, contract, understanding or promise, written
or oral, formal or informal, between the Company and yourself, and including any claims for any damages, including, without limitation,
wages, monetary or equitable relief, damages of any nature, including costs and attorneys’ fees. You acknowledge and agree
that it is the intention of the parties that the language relating to the description of claims in this paragraph 7 shall be given
the broadest possible interpretation permitted by law.
Notwithstanding the above, nothing in this release
shall be construed to waive (i) your rights to the payments and benefits expressly provided for in this letter agreement;
(ii) any claims you may have to the payment of vested benefits under the terms of the Company’s retirement and benefit
plans and your individual Equity Award Agreements; or (iii) any rights to reimbursement or indemnification you may have in
your capacity as an officer or employee of the Company under the governing documents of the Company, any insurance policy or applicable
law for any of your acts (or failures to act) made in good faith while you were employed by the Company.
|
|
8.
|
Workers Compensation. You represent that no incident has occurred that could form the basis for any claim by you against
the Company or any other Releasee under the worker’s compensation laws of any jurisdiction.
|
Kenneth G. Romanzi
November 15, 2020
Page 6
|
|
9.
|
No Complaints, Claims or Actions. You represent that you have not filed any complaints, claims or actions against the
Company or any other Releasee with any federal, state or local agency or court.
|
|
|
10.
|
No Assignment or Reservation of Claims. You hereby represent that you have not assigned or transferred to any person
or entity all or any portion of any claim against the Company or any other Releasee, and you do not reserve any claim against the
Company or any other Releasee from the effect of this letter agreement.
|
|
|
11.
|
Restrictive Covenants.
|
|
|
A.
|
Non-Disturbance; Non-Disparagement. You understand and agree that you shall not at any time following the Separation
Date perform any act that is intended, or may reasonably be expected to, disrupt, damage, impair, or interfere with the business,
reputation, prospects or operations of the Company or any other Releasee, or their respective relationships with their respective
employees, customers, vendors, agents or representatives. You further agree that you shall not at any time following the Separation
Date issue or make or cause to be issued or made any communication, written or oral, that disparages, criticizes or otherwise reflects
adversely upon, or encourages any adverse action against, the Company or any of the other Releasees, except as required by law.
Notwithstanding the foregoing, nothing in this letter agreement shall prohibit you from providing truthful testimony or information
in connection with any governmental proceeding, including but not limited to any investigation by the Equal Employment Opportunity
Commission or similar state or local agency, or making truthful disclosures that are protected under the whistleblower provisions
of any applicable federal or state law or regulation or made in response to a lawful subpoena or other legal process.
|
|
|
B.
|
Confidentiality. You acknowledge and agree the confidentiality and non-use agreements set forth in Section 11 of
the Employment Agreement shall remain in full force and effect in accordance with their terms, and reaffirm that you shall comply
with such agreements. Notwithstanding the foregoing, nothing in this letter agreement or the Employment Agreement shall prohibit
you from making any disclosure that is required by a lawful order of a court of competent jurisdiction, any governmental authority
or agency, or any recognized subpoena power, or in connection with reporting possible violations of federal law or regulation to
any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable
law or regulation. Further, notwithstanding anything to the contrary herein, in accordance with the Defend Trade Secrets Act of
2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
|
|
C.
|
Non-Competition. You agree that from the Separation Date through the duration of the Severance Period, you shall not,
directly or indirectly, be employed or otherwise engaged to provide services to any food manufacturer operating in the United States
of America that is directly competitive with any significant activities conducted by the Company whose principal business operations
are in the United States of America.
|
Kenneth G. Romanzi
November 15, 2020
Page 7
|
|
D.
|
Non-Solicitation. You understand and agree that the Company has expended and continues to expend significant time and
expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to
the Company. You shall not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination
of employment of any employee of the Company from the Separation Date through the duration of the Severance Period.
|
|
|
12.
|
Breach of Agreement. You understand and agree that the general release and waiver set forth in paragraph 7 and the restrictive
covenants set forth in paragraph 11 of this letter agreement are essential consideration for this letter agreement and an award
of damages may be made for violation thereof. Any such award shall not affect the enforceability of the general release of all
claims made by you or such restrictive covenants. Consistent with and without limiting the foregoing, you acknowledge and agree
that your severance and other benefits shall be subject to forfeiture and repayment to the Company if you violate paragraphs 7,
11 or 14 or any of the other terms of this letter agreement, or any other surviving obligation owed to the Company, without
prejudice to any additional relief that may be available to the Company and without effecting the validity and enforceability of
the general release of all claims made by you. Notwithstanding the foregoing sentence, your severance and other benefits shall
not be subject to forfeiture solely due to a challenge to the validity of the release contained in this letter agreement pursuant
to the ADEA. In addition, in the event of a breach or threatened breach by you of any of the provisions of this letter agreement,
you hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or
permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.
|
|
|
13.
|
Attorneys’ Fees. Should the Company be the prevailing party in an action to enforce any of the terms of this letter
agreement or the post-termination obligations set forth herein, to the extent authorized by law, you shall be responsible for payment
of all reasonable attorneys’ fees and costs that the Company or any other Releasee incurs in the course of enforcing the
terms of the letter agreement.
|
|
|
14.
|
Covenant Not to Sue. You agree that you will not file any complaint, claim or action asserting any claim waived in paragraph
7 of this letter agreement, and that if you breach this promise, and the action is found to be barred in whole or in part
by this letter agreement, you shall be liable for all costs, including attorneys’ fees, incurred by the Company or any other
Releasee in defending the claim, and shall assign to the Company and any such other Releasee your right and interest to collect
any monetary damages awarded to you. Notwithstanding the foregoing, nothing in this paragraph precludes you from challenging the
validity of the release above under the requirements of the ADEA, and you shall not be responsible for reimbursing the attorneys’
fees and costs of the Releasees in connection with such a challenge to the validity of the release. However, you acknowledge that
the release contained in this letter agreement applies to all claims you have under the ADEA, and that, unless the release is held
to be invalid, all of your claims under the ADEA shall be extinguished. Further, nothing in this letter agreement shall preclude
or prevent you from filing a charge with, participating in an investigation by or proceeding before, or providing truthful information
to the United States Equal Employment Opportunity Commission or a similar state or local agency, but you acknowledge and agree
that you shall not be entitled to or accept any relief obtained on your behalf in any proceeding by any government agency, private
party, class, or otherwise with respect to any claims covered by the above release.
|
Kenneth G. Romanzi
November 15, 2020
Page 8
|
|
15.
|
Return of Company Property. You agree to promptly return to the Company any and all Company documents, materials, records,
equipment and other property issued to you or otherwise in your possession or control and to otherwise comply with Section 11(d)(iii) of
the Employment Agreement, and acknowledge that such return is a condition for receipt of the severance and other benefits. In addition,
you agree to promptly reconcile any outstanding expense accounts.
|
|
|
16.
|
Duty to Notify. In the event you receive a request or demand, orally, in writing, electronically, or otherwise, for
the disclosure or production of confidential and/or proprietary information which you created or acquired in the course of your
employment, unless prohibited by law or regulation, you must notify immediately the Company’s General Counsel, by calling
the General Counsel at the following phone number: [Redacted]. Regardless of whether you are successful in reaching the
General Counsel by telephone, unless prohibited by law or regulation, you also must notify the General Counsel immediately in writing,
via certified mail, at the following address: B&G Foods, Inc., Four Gatehall Drive, Parsippany, NJ 07054, Attn: General
Counsel. A copy of the request or demand shall be included with the written notification. You shall wait a minimum of ten (10) days
(or the maximum time permitted by such legal process, if less) after sending the letter before making a disclosure or production
to give the Company time to seek to prohibit and/or restrict the production and/or disclosure and/or to obtain a protective order
with regard thereto.
|
|
|
17.
|
References. You agree that you will direct any and all prospective employers seeking a reference to contact only persons
employed in the Company’s Human Resources Department. The Human Resources Department shall provide a neutral reference only
(dates of employment and title of last position held with the Company).
|
|
|
18.
|
Cooperation. You agree that, at all times subsequent to the Separation Date, you shall reasonably cooperate, in a timely
and good faith manner, with all reasonable requests for assistance made by the Company, relating directly or indirectly to all
investigations, legal claims or any regulatory matter with respect to any matter which occurred during the course of your employment
with the Company, with which you were involved prior to the termination of your employment, or with which you became aware of during
the course of your employment. Upon the submission of proper documentation, the Company will reimburse you for all reasonable expenses
(other than your attorney’s fees, if any) you incur as a result of such requests for assistance, if any.
|
|
|
19.
|
Governing Law. This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement,
the relationship of the parties or the interpretation and enforcement of the rights and duties of the parties to this letter agreement
shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to the conflicts of
laws principles thereof. You and the Company hereby submit to the jurisdiction of the federal and state courts in the State of
New Jersey with respect to and disputes arising under or relating to this letter agreement, and you irrevocably waive any objection
that you may now or hereafter have based on personal jurisdiction or to the laying of venue of any such action in the aforementioned
courts, including without limitation any objection based on the grounds of forum non conveniens.
|
Kenneth G. Romanzi
November 15, 2020
Page 9
|
|
20.
|
Entire Agreement. This letter agreement shall constitute the sole and exclusive understanding between the Company and
you concerning the subject matter of this letter agreement, and expressly supersedes any and all prior agreements or understandings,
written or oral, concerning the subject matter hereof, provided that you acknowledge and agree that any provision of the Employment
Agreement that by its terms survives the termination of your employment shall continue in effect in accordance with its terms.
The parties acknowledge that this letter agreement is intended to embody a complete and final resolution of the employer-employee
relationship. You further acknowledge and agree that the payments and benefits described in this letter agreement are all that
you are entitled to receive from the Company (other than the vesting and/or payment of any shares of the Company’s common
stock that you may earn pursuant to and subject to the terms and conditions of your Equity Award Agreements), and that the Company
shall have no liability or obligation to you in excess of such amounts (other than the vesting and/or payment of any shares of
the Company’s common stock that you may earn pursuant to and subject to the terms and conditions of your Equity Award Agreements).
|
|
|
21.
|
Severability. In the event that one or more of the provisions of this letter agreement is held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof,
and if such provision or provisions are not modified as provided above, this letter agreement shall be construed as if such invalid,
illegal or unenforceable provisions had not been set forth herein. The parties further agree that in the event that any court determines
that any provision this letter agreement is invalid, illegal or unenforceable unless modified, such court is expressly authorized
to modify any such unenforceable provision of this letter agreement in lieu of severing such unenforceable provision from this
letter agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision,
adding additional language to this letter agreement or by making such other modifications as it deems warranted to carry out the
intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The Parties expressly agree that
this letter agreement as so modified by the court shall be binding upon and enforceable against each of them.
|
|
|
22.
|
No Amendments. This letter agreement may not be amended, supplemented or otherwise modified, except as mutually agreed
in writing by B&G Foods and you.
|
|
|
23.
|
Successors and Assigns. The Company may freely assign this letter agreement at any time. This letter agreement shall
inure to the benefit of the Company and its successors and assigns. You may not assign this letter agreement or any part hereof.
Any purported assignment by you shall be null and void from the initial date of purported assignment.
|
|
|
24.
|
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed effective
upon receipt if mailed by overnight courier or by certified or registered mail, postage prepaid, return receipt requested, to the
parties at the addresses set forth below, or at such other addresses as the parties may designate by like written notice. A copy
of all such notices, requests, demands and other communications shall also be sent by email to the parties at the email addresses
set forth below, or at such other email addresses as the parties may designate pursuant to this paragraph 24.
|
Kenneth G. Romanzi
November 15, 2020
Page 10
|
|
If to the Company:
|
|
If to you:
|
|
|
|
|
|
|
|
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, NJ 07054
Attn: General Counsel
corporatesecretary@bgfoods.com
|
|
Kenneth G. Romanzi
[Address Redacted]
|
|
|
|
|
With a copy to the following attorney
or other attorney designated in writing by you:
|
|
|
|
|
|
|
|
|
|
Richard Friedman PLLC
200 Park Avenue, Suite 1700
New York, NY 10166
Attn: Richard B. Friedman, Esq.
rfriedman@richardfriedmanlaw.com
|
|
|
25.
|
Adequate Review. You are hereby advised to consult with an attorney before signing this letter agreement. You acknowledge
that you have read and fully understand the terms and conditions of this letter agreement. You further acknowledge that you have
entered into this letter agreement voluntarily and not as the result of coercion, duress or undue influence. Additionally, you
acknowledge that you have been afforded a period of at least twenty-one (21) days to consider this letter agreement. Modifications
to this letter agreement, whether material or non-material, do not restart the aforementioned period.
|
|
|
26.
|
Revocation. You understand that you will have seven (7) days from the date you sign this letter agreement to
revoke it by notifying the Company’s Human Resources Department of your decision. This letter agreement shall not become
effective or enforceable until the revocation period has expired (the “Effective Date”). No revocation of this
letter agreement by you shall be effective unless the Company has received written notice of any revocation prior to the Effective
Date.
|
[Signature Page Follows]
Kenneth G. Romanzi
November 15, 2020
Page 11
If you agree with the foregoing, please so indicate by signing
in the space designated below.
We wish you the best in the future.
|
Sincerely,
|
|
|
|
/s/ Scott E. Lerner
|
|
|
|
Scott E. Lerner
|
|
Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
|
|
|
|
|
|
Agreed to and accepted:
|
|
|
|
|
|
/s/ Kenneth G. Romanzi
|
|
|
Kenneth G. Romanzi
|
|
|
|
|
Date: November 15, 2020
|
Exhibit 99.1
B&G Foods Appoints David L. Wenner
as Interim President and CEO
— Announces CEO Transition Plan
—
— Reaffirms Full Year 2020 Guidance
—
Parsippany, N.J., November 16, 2020—B&G Foods, Inc.
(NYSE: BGS) announced today that Kenneth G. Romanzi, President and Chief Executive Officer and a member of the Board of Directors,
and the Company mutually agreed that Mr. Romanzi would step aside as President, Chief Executive Officer and a Director effective
November 15, 2020 in order for Mr. Romanzi to pursue personal interests. To ensure an orderly transition, the Board of
Directors has appointed David L. Wenner, a current member of the Board of Directors and former President and Chief Executive Officer
of B&G Foods from 1993 through 2014, as Interim President and Chief Executive Officer.
The Company will initiate a search for a new President and Chief
Executive Officer, and the Board of Directors has appointed a special committee to direct the search and transition process. The
committee is chaired by Dennis M. Mullen, Chairman of the Nominating and Governance Committee, and also includes: DeAnn L. Brunts,
Charles F. Marcy and Robert D. Mills.
Mr. Romanzi stated, “I thoroughly enjoyed my time
at B&G Foods and am very proud of all of our accomplishments. The business is in excellent shape and I am confident the team
will continue to deliver terrific results. I wish the entire B&G Foods family all the best for a bright future.”
Stephen C. Sherrill, Chairman of the Board of Directors of B&G
Foods, said, “On behalf of our entire company, I want to thank Ken for his contributions to B&G Foods’ success
over the past three years as our Chief Operating Officer and then Chief Executive Officer and for navigating B&G Foods through
these unprecedented times and helping keep our dedicated employees safe and healthy. I wish Ken continued success in his future
endeavors.”
Mr. Sherrill continued, “Under Ken’s leadership,
B&G Foods’ financial performance has been very strong during the ongoing pandemic, as our portfolio of leading brands
has benefited from increased eating at home, resulting in strong year-over-year growth. The company is in excellent operational
and financial condition as evidenced by the quarterly and year-to-date financial results we reported earlier this month. Furthermore,
after successfully acquiring and integrating the Clabber Girl business, B&G Foods is continuing on the acquisition
path with its pending purchase of Crisco. All in all, we believe this is a good time to make a leadership transition and
we are very fortunate that our former long-time CEO Dave Wenner, who has continued to serve on our Board of Directors, is now available
and has agreed to help lead our company while we search for our next CEO. Under Dave’s leadership, B&G Foods successfully
completed and integrated sixteen acquisitions and evolved from a small, regional pickle company to a leading public food company
with a diverse portfolio of iconic brands, which resulted in tremendous value creation for B&G Foods’ stockholders in
the form of dividends and stock price appreciation. Through continued service on our Board of Directors since his retirement, Dave
is very much up to speed on all aspects of our company’s operations and is deeply familiar with our strategy, our executive
team and our brands. Together with the very strong management team that Ken has organized and led, Dave is very well prepared to
steer the ship during this transition period.”
Mr. Wenner said, “I am very excited for the opportunity
to once again lead our company, work with our talented executive leadership team, and reinforce the principles and strategies that
have helped create tremendous value for all of our stakeholders over the years. We will continue to focus on growth, including
organic growth and growth through acquisitions, operational improvements and cost reduction efforts.”
B&G Foods today also reaffirmed the full year fiscal 2020
financial guidance that was provided by the Company in its earnings release on November 5, 2020.
Today’s announcement is not expected to impact the timing
of the completion of the pending Crisco acquisition. B&G Foods expects the acquisition to close during the fourth quarter
of 2020, subject to customary closing conditions, including the receipt of regulatory approvals.
About David L. Wenner
David L. Wenner has been a member of B&G Foods’ Board
of Directors since 1997. Mr. Wenner served as the Company’s President and Chief Executive Officer from March 1993
through December 2014. Mr. Wenner joined B&G Foods in 1989 as Assistant to the President and was directly responsible
for Distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President and assumed responsibility
for all company manufacturing operations. Prior to joining B&G Foods, Mr. Wenner spent 13 years at Johnson &
Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has
been active in industry trade groups and has served on the Chairman’s Advisory Council of the Grocery Manufacturers Association
(now known as the Consumer Brands Association).
Having previously served as the President and Chief Executive
Officer of B&G Foods for 22 years, Mr. Wenner brings to B&G Foods’ executive leadership team and the Board an
extraordinary understanding of the Company’s business, history and organization. Mr. Wenner’s training as an engineer
at the U.S. Naval Academy and prior experience in senior leadership positions overseeing manufacturing, maintenance and purchasing
operations at B&G Foods and Johnson & Johnson, together with his many years of day-to-day leadership and intimate
knowledge of B&G Foods’ business and operations, provide the Company’s executive leadership team and the Board
with invaluable insight into the operations of the Company. Mr. Wenner also provides strong insight and guidance regarding
potential acquisitions and acquisition financing as under his leadership as President and Chief Executive Officer, B&G Foods
successfully acquired and integrated into the Company’s operations dozens of brands.
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, Dash, Green Giant, Las Palmas,
Le Sueur, Mama Mary’s, Maple Grove Farms, New York Style, Ortega,
Polaner, Spice Islands and Victoria, there’s 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 the CEO search and transition; the Company’s strategies
and growth plans; the reaffirmation of the Company’s full year fiscal 2020 financial guidance; and whether and when regulatory
approvals will be obtained, the other closing conditions will be satisfied and the pending acquisition of the Crisco brand
will close. 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,” “assumes,” “could,”
“should,” “estimates,” “potential,” “seek,” “predict,” “may,”
“will,” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors
that may affect actual results include, without limitation: whether and when the required regulatory approvals will be obtained,
whether and when the other closing conditions will be satisfied and whether and when the acquisition will close, whether and when
the Company will be able to realize the expected financial results and accretive effect of the acquisition, and how customers,
competitors, suppliers and employees will react to the acquisition; the impact of the COVID-19 pandemic on the Company’s
business, including, without limitation, the ability of the Company and its supply chain partners to continue to operate manufacturing
facilities, distribution centers and other work locations without material disruption; the Company’s substantial leverage;
the effects of rising costs for the Company’s raw materials, packaging and ingredients; crude oil prices and their impact
on distribution, packaging and energy costs; the Company’s ability to successfully implement sales price increases and cost
saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for the Company’s
products and local economic and market conditions; the Company’s continued ability to promote brand equity successfully,
to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to
compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and
to improve productivity; the risks associated with the expansion of the Company’s business; the Company’s possible
inability to identify new acquisitions or to integrate recent or future acquisitions or the Company’s failure to realize
anticipated revenue enhancements, cost savings or other synergies; tax reform and legislation, including the effects of the U.S.
Tax Cuts and Jobs Act and the U.S. CARES Act; the Company’s ability to access the credit markets and the Company’s
borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of the Company’s
competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency
movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; the effects of international trade disputes,
tariffs, quotas, and other import or export restrictions on the Company’s international procurement, sales and operations;
future impairments of the Company’s goodwill and intangible assets; the Company’s ability to successfully complete
the implementation of additional modules and the integration and operation of a new enterprise resource planning (ERP) system;
the Company’s ability to protect information systems against, or effectively respond to, a cybersecurity incident or other
disruption; the Company’s sustainability initiatives and changes to environmental laws and regulations; and other factors
that affect the food industry generally. 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 Company’s Annual Report on Form 10-K for fiscal 2019
filed on February 26, 2020 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:
ICR, Inc.
Dara Dierks
866.211.8151
|
Media Relations:
ICR, Inc.
Matt Lindberg
203.682.8214
|
