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B&G Foods, Inc.

For the period ended May 15, 2025. Filed Mar 26, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Mar 26, 2025

BGS$2.50+1.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

ADDITIONAL INFORMATION

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OTHER MATTERS

Our management is not aware of any other matters to be presented for action at the annual meeting; however, if any such matters are properly presented for action, it is the intention of the proxy appointees to vote in accordance with their best judgment on such matters.

ADDITIONAL INFORMATION

Stockholder Proposals for Inclusion in Our 2026 Annual Meeting Proxy Statement and Proxy Card

Under the rules of the SEC, any stockholder proposal to be considered by us for inclusion in our 2026 proxy statement and form of proxy card for next year’s annual meeting of stockholders, expected to be held in May 2026, must be received by our corporate secretary not later than November 26, 2025 (120 days prior to the first anniversary of the date of this proxy statement). The SEC rules set forth standards as to what stockholder proposals are required to be included in a proxy statement.

In addition, our bylaws establish an advance notice procedure with regard to stockholder proposals, including stockholder proposals not included in our proxy statement, to be brought before an annual meeting of stockholders. In general, notice must be received by our corporate secretary not less than 120 days nor more than 150 days prior to the first anniversary of the date of this proxy statement and must include the information specified in our bylaws concerning the matter to be brought before the meeting and concerning the stockholder making the proposal. Therefore, to be presented at next year’s annual meeting, stockholder proposals, whether or not submitted for consideration for inclusion in our proxy statement, must be received on or after October 27, 2025 but not later than November 26, 2025. If, however, the 2026 annual meeting is called for a date that is not within 30 days before or after the first anniversary of the date of this year’s annual meeting, notice by the stockholder must be received not earlier than 150 days prior to the 2026 annual meeting and not later than the close of business on the later of (1) the 90 th day prior to such annual meeting and (2) the 10 th day following the date on which public disclosure of the 2026 annual meeting date is first made by our company.

In addition to satisfying the foregoing advance notice requirements under our bylaws, including the earlier notice deadlines set forth above, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than our company’s nominees must also provide notice to our corporate secretary that sets forth the information required by Rule 14a-19 under the Exchange Act not later than March 16, 2026 (60 days prior to the first anniversary of the 2025 annual meeting). If the date of the 2026 annual meeting changes by more than 30 days from the date of this year’s annual meeting, such notice must instead be provided by the later of 60 days prior to the date of the 2026 annual meeting and the 10 th day following public announcement by our company of the date of the 2026 annual meeting.

All notices of stockholder proposals, including notices of proposals for director nominations, must be addressed to our corporate secretary at B&G Foods, Inc., Attention: Corporate Secretary, Four Gatehall Drive, Parsippany, NJ 07054.

Householding

Some brokers, banks and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports or notices of Internet availability of proxy materials, as applicable. This means that only one copy of such items may have been sent to multiple stockholders in your household. B&G Foods will promptly deliver a separate copy of these documents to you if you so request by writing or calling as follows: B&G Foods, Inc., Attention: Corporate Secretary, Four Gatehall Drive, Parsippany, NJ 07054; telephone, 973.401.6500. If you want to receive separate copies of the annual report and proxy statement or notice of Internet availability of proxy materials, as applicable, in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker, bank or other nominee record holder, or you may contact us at the above address and phone number.

By Order of the Board of Directors,

Scott E. Lerner

Secretary

Parsippany, New Jersey

March 26, 2025

B&G Foods, Inc. ENDORSEMENT_LINE SACKPACKC123456789 ENDORSEMENT_LINE SACKPACK 000000000.000000 ext000000000.000000 ext000000000.000000 ext 000000000.000000 ext000000000.000000 ext000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to https://www.investorvote.com/BGS or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money!Sign up for electronic delivery at https://www.investorvote.com/BGS2025 Annual Meeting Proxy Card1234 5678 9012 345T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.TProposals — The Board of Directors recommends a vote FOR each of the nominees in Proposal No. 1 and FOR Proposal Nos. 2 and 3.1.Election of Directors (Proposal No. 1):DeAnn L. Brunts 04 - Charles F. Marcy 07 - Cheryl M. Palmer 02- Debra Martin Chase 05 - Robert D. Mills08 - Alfred Poe 03- Kenneth C. Keller 06 - Dennis M. Mullen 09 - Stephen C. Sherrill2.Approval, by non-binding advisory vote, of executive compensation (Proposal No. 2):3.Ratification of appointment of KPMG LLP as independentregistered public accounting firm (Proposal No. 3):ForAgainst Abstain Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.C 1234567890J N T1 U P X6 4 9 9 4 0MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

The 2025 Annual Meeting of Stockholders of B&G Foods, Inc. will be held onThursday, May 15, 2025, 11:00 a.m., Eastern Time, virtually via the Internet at https://meetnow.global/MDU4NM5.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Important notice reguarding the Internet availability of proxy materials for the Annual Meeting.The Proxy Statement and the 2024 Annual Report to Stockholders are available at: https://materials.proxyvote.com/05508RT IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.TProxy — B&G Foods, Inc.Notice of 2025 Annual Meeting of Stockholders — May 15, 2025 This Proxy is Solicited on behalf of the Board of DirectorsThe undersigned holder of Common Stock of B&G FOODS, INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Bruce C. Wacha and Scott E. Lerner, or either one of them, with full power to act alone and to designate substitutes, the true and lawful proxies of the undersigned for and in the name and stead of the undersigned, to vote all shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held virtually via the Internet at https://meetnow.global/​MDU4NM5, on May 15, 2025 at 11:00 a.m., Eastern Time, and at any and all adjournments and postponements thereof (the “Annual Meeting”), on all matters that may come before such Annual Meeting. Said proxies are instructed to vote on the following matters in the manner herein specified.If this proxy is properly executed, the shares of Common Stock covered hereby will be voted as specified herein. If no specification is made, such shares will be voted “FOR” each of the nominees in Proposal No. 1 and “FOR” each of Proposal Nos. 2 and 3; and in the discretion of the persons named as proxies as to any other matter that may properly come before the Annual Meeting. The undersigned hereby revokes all previous proxies.(Continued and to be marked, dated and signed, on the other side)Change of Address — Please print new address below.Comments — Please print your comments below.

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