B&G Foods amends bylaws on advance notice and forum selection

B&G Foods, Inc.

Board approved bylaw amendments updating advance notice requirements for director nominations to align with Rule 14a-19 universal proxy rules.
Stockholders must represent they will solicit proxies from holders of at least 67% of voting power for director elections.
Added exclusive forum provisions: Delaware Chancery for internal claims, federal courts for Securities Act claims.
Amendments adopted and effective as of November 8, 2022.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

B&G Foods, Inc.: Amended advance notice provisions for director nominations to comply with universal proxy rules under Rule 14a-19, including requirement for stockholder to solicit proxies from at least 67% voting power, and added a Delaware exclusive forum provision for certain claims and a federal forum provision (effective 2022-11-08).

Change: bylaw amendment
Effective: 2022-11-08

Exact text from the filing

On November 8, 2022, the board of directors of B&G Foods adopted and approved an amendment to the bylaws of B&G Foods.

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Source: SEC EDGAR

accession 0001104659-22-116474

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