B&G Foods: Certificate of Incorporation/Bylaws – Form 8-K


As filed with the Securities and Exchange Commission on November 9, 2022

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Stock Exchange Act of 1934

Report Date (Date of First Reported Event): November 8, 2022

B&G Foods, Inc.

(Exact name of the Holder as specified in its charter)

Delaware 001-32316 13-3918742

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File number)

ID number.)

Four Gatehall Drive, Parsippany, New Jersey 07054

(Address of main executive offices)

(Postal code)

Holder’s telephone number, including area code: (973) 401-6500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trade symbol Name of each exchange listed on
Common shares, par value $0.01 per share BGS New York Stock Exchange

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

¨

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

¨

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing emerging company ¨

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On November 8, 2022, the B&G Foods Board of Directors adopted and approved an amendment to the B&G Foods Articles of Association. The Amendment to the Articles is briefly summarized below, which summary is qualified in its entirety by reference to the Amendment to the Articles filed as Exhibit 3.1 to this Report and incorporated herein by reference:

· Provisions relating to prior notices: Amendment to Articles Updates Certain Procedural Requirements Related to Shareholder Nominations of Directors in Light of Rule 14a-19 of the Securities Exchange Act of 1934, Which Requires the Use of Universal Proxy Cards in Contests of administrators. More specifically, the amendment to the articles of association provides, among other things, that the shareholder must (1) include in his prior notice of appointment, a statement indicating that he intends to deliver a proxy circular and a form of proxy to the holders of voting shares of B&G Foods representing at least 67% of the voting rights of the shares entitled to vote generally in the election of directors and all other information required under Rule 14a-19, and ( 2) update and supplement this notice to provide evidence that the shareholder has solicited proxies from holders of at least 67% of the voting rights of the outstanding share capital of B&G Foods entitled to vote in the election administrators. In addition, the Bylaws Amendment makes certain other clarifying and procedural changes to B&G Foods’ Prior Notice Bylaws.
· Selection of forums: The Bylaw Amendment adds a provision to B&G Foods’ Bylaws that: (1) unless B&G Foods consents in writing to the election of another forum, the Court of Chancery for the State of Delaware (or, if such court has no jurisdiction in the matter, the Federal District Court for the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any action or derivative proceeding brought on behalf of B&G Foods, (b) any action asserting a claim for or based on a breach of fiduciary duty owed by any of the directors, officers, other employees, current or former agents or shareholders of B&G Foods against B&G Foods or the shareholders of B&G Foods, including, without limitation, a claim alleging to have aided and abetted such breach of fiduciary duty, (c) any action assert a claim against B&G Foods or any of ad current or former directors, officers, employees, agents or shareholders of B&G Foods arising p pursuant to any provision of the Delaware General Corporations Act or the Certificate of Incorporation or Articles of B&G Foods or for which the General Corporations Act of Delaware grants jurisdiction to the Court of Chancery of the State of Delaware, or (d) any action asserting a claim related to or involving B&G Foods that is governed by the internal affairs doctrine; (2) Unless B&G Foods consents in writing to the selection of an alternate forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; (3) any person or entity purchasing or otherwise acquiring or holding an interest in shares of the capital stock of B&G Foods shall be deemed to have been informed of and consented to these provisions; and (4) failure to comply with the foregoing provisions would cause irreparable harm to B&G Foods, and B&G Foods shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

A complete copy of our Articles of Association, as amended and updated through November 8, 2022, including by the amendment to the Articles described above, is filed as Exhibit 3.2 to this report.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

3.1 Amendment, dated November 8, 2022, to the articles of association of B&G Foods, Inc.
3.2 Rules of B&G Foods, Inc., as amended and updated through November 8, 2022.
104 The cover page of this current report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be executed on its behalf by the duly authorized undersigned.

B&G FOODS, INC.
Dated: NNovember 92022 By: /s/ Scott E. Lerner
Scott E. Lerner
Executive Vice President,
general counsel and secretary

Disclaimer

B&G Foods Inc. published this content on November 09, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on November 09, 2022 21:18:38 UTC.

Public now 2022

All the latest from B&G FOODS, INC.

Analyst Recommendations for B&G FOODS, INC.

2022 sales 2,133 million

Net income 2022 66.8 million

Net debt 2022 2,399 million

PER 2022 ratio 15.9x
2022 return 12.6%
Capitalization 1,087 million
1,087 million
EV / Sales 2022 1.63x
EV / Sales 2023 1.59x
# of employees 3,096
Floating 98.0%


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Medium consensus HOLD
Number of analysts 9
Last closing price $15.17
Average target price $18.94
Average Spread / Target 24.8%


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