Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2013, the board of directors of B&G Foods, acting upon the recommendation of the board's nominating and governance committee, approved amendments to our bylaws, effective as of that date.

The amendments to Sections 1.1.5 and 2.1 of our bylaws change the vote standard in uncontested elections of directors from a plurality of the votes cast to a majority of the votes cast. A majority of the votes cast means that the number of votes cast "for" a nominee for director must exceed the number of votes cast "against" that nominee. In contested elections of directors the vote standard will remain a plurality of the votes cast. A contested election is an election in which the number of nominees for director exceeds the number of directors to be elected.

The foregoing is a summary of the material amendments to our bylaws and is qualified in its entirety by reference to the bylaws, as amended and restated, that are attached to this report as Exhibit 3.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Bylaws of B&G Foods, Inc., as amended and restated through February 27, 2013

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