Summary of B&G FOODS, INC.

Change in Directors or Principal Officers, Submission of Matters to a Vote of Sec

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Committee Appointment. On May 15, 2012, our board of directors appointed Cheryl M. Palmer to the audit committee of our board of directors, increasing the size of the committee to four members.

Item 5.07. Submission of Matters to a Vote of Security Holders.

B&G Foods' annual meeting of stockholders was held on May 15, 2012. The matters voted upon and the results of the voting were as follows:

Proposal No. 1: The stockholders elected eight directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

Director Nominee        For       Withheld   Broker Non-Votes

Robert C. Cantwell   28,956,284    882,146         13,968,499

Cynthia T. Jamison   29,325,793    512,637         13,968,499

Charles F. Marcy     29,342,448    495,982         13,968,499

Dennis Mullen        29,653,550    184,880         13,968,499

Cheryl M. Palmer     29,644,735    193,695         13,968,499

Alfred Poe           29,194,615    643,815         13,968,499

Steven C. Sherrill   29,527,272    311,158         13,968,499

David L. Wenner      29,515,868    322,562         13,968,499

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2012 annual meeting proxy statement.

For Against Abstain Broker Non-Votes

28,460,681 1,194,560 183,189 13,968,499

Proposal No. 3: The stockholders approved a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2012 (fiscal 2012).

For Against Abstain Broker Non-Votes

43,377,690 305,825 123,414 -