B AND G FOODS INC (BGS)
Sector: Consumer Staples
2026 Annual Meeting Analysis
B AND G FOODS INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Proposal No. 1)
Sherrill has served since 1996; the 3-year TSR gap vs. the disclosed peer group median is only -4.6pp, well below the 20pp trigger threshold for negative absolute TSR, so no performance flag fires despite BGS's steep absolute decline.
Brunts joined in May 2015 and has well over 24 months of tenure; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and she brings relevant CFO and financial-expertise credentials to the audit committee.
Chase joined in July 2020; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and she brings legal, business, and diversity-focused experience relevant to the board's stated priorities.
Keller joined as CEO and director in June 2021; as an executive director he is subject to the same TSR trigger, but the 3-year peer-group gap of -4.6pp does not exceed the 20pp threshold, so no trigger fires independent of the Say on Pay vote.
Marcy has served since 2010; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and he brings deep food-industry CEO and strategic-planning experience to the board.
Mills joined in March 2018; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and he provides technology, cybersecurity, and digital commerce expertise the board otherwise lacks.
Mullen has served since 2006; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and he brings food-industry CEO and governance experience.
Palmer has served since 2010; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and she contributes brand marketing and retail food-industry experience.
Poe has served since 1997; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and he brings packaged-foods CEO and compensation-committee-chair experience.
Wenner has served since 1997; the 3-year peer-group gap of -4.6pp does not exceed the 20pp trigger threshold, and his 22-year tenure as BGS CEO provides operational and historical insight the board values.
All ten directors receive a FOR vote. BGS's 3-year stock return of -54.1% is alarming in absolute terms, but the policy's primary benchmark for director elections is the company's disclosed compensation peer group. Against that peer group, BGS trails the median by only -4.6 percentage points over three years — well below the 20pp trigger threshold that applies when a company's absolute 3-year return is negative. Because the entire peer group has also suffered significant losses (peer median 3-year TSR: -49.5%), BGS's underperformance relative to peers is modest and does not clear the trigger. No director exhibits overboarding, independence problems, attendance failures, or other disqualifying flags.
Say on Pay
✓ FORCEO
Kenneth C. Keller
Total Comp
$4,589,619
Prior Support
82%%
CEO Kenneth Keller's total reported compensation of approximately $4.59 million is reasonable for a CEO at a Consumer Defensive company with BGS's current market cap of roughly $400 million, and does not appear to materially exceed benchmark levels for this title-sector-market cap combination. The prior year Say on Pay vote received 82% support, well above the 70% threshold that would require visible changes. The pay program is structured with a meaningful variable component — the 2025 annual bonus paid out at only 58% of target for corporate participants due to missing the adjusted EBITDA goal, and long-term equity awards (performance share units and restricted stock) tie a significant portion of pay to multi-year financial outcomes including adjusted EBITDA, net sales, and working capital targets. While BGS's absolute stock performance has been poor, the peer-group comparison shows BGS only modestly trails peer-median TSR over three years, and the variable pay structure did respond to underperformance by reducing annual bonus payouts below target — demonstrating meaningful pay-for-performance alignment rather than rewarding executives despite poor results.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,367,000
Non-Audit Fees
$43,978
Non-audit fees (tax services of $43,978) represent only about 1.9% of audit fees ($2,367,000), far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire. KPMG is a Big 4 firm appropriate for BGS's size and complexity, and there are no disclosed material financial restatements.
Overall Assessment
B&G Foods' 2026 annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. All three receive FOR votes — the director TSR trigger does not fire because BGS's 3-year underperformance relative to its disclosed compensation peer group is only -4.6pp against a 20pp threshold, CEO pay is reasonable given current company size and the program paid below-target bonuses in 2025, and KPMG's non-audit fee ratio is a negligible 1.9% of audit fees. There are no stockholder proposals on this ballot.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing