8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 3, 2015

BOULDER BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33595	20-2949397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1600 Pearl Street – Suite 300 Boulder, Colorado		80302
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (303) 652-0521

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On July 3, 2015 the Board of Directors (the “Board”) of Boulder Brands, Inc. (the “Company”) and the Compensation Committee of the Board (the “Committee”) took several actions, as described below.

The Board determined that Duane Primozich’s service as our Executive Vice President, General Manager of Boulder Brands would end as of July 3, 2015 and Mr. Primozich will take on a role with the Company as Managing Director of Boulder Brands Investment Group. The Board also determined that TJ McIntyre’s role as our Executive Vice President, General Manager Natural Brands would end as of July 3, 2015. Mr. McIntyre will separate from the Company on a date to be determined.

In connection with the Company’s recent personnel and organizational changes and the Company’s desire to retain certain key management members, the Committee approved a retention bonus program for employees, including James Leighton, our Interim Chief Executive Officer and Chief Operating Officer, Christine Sacco, our Chief Financial Officer and Duane Primozich, our Managing Director of Boulder Brands Investment Group, as of July 3, 2015. In this regard, the Committee has approved an opportunity to receive a bonus in an amount up to $600,000 for Mr. Leighton, $320,000 for Ms. Sacco, and $234,500 for Mr. Primozich, which amount would be reduced to the extent that the executive actually earns an “Annual Bonus” and “Supplemental Bonus” under the terms of the Company’s Financial Performance Incentive Plan. The retention bonus awards, if any, will be paid on or before March 31, 2016 subject to the executive’s continued employment on such date. In the event the executive is involuntarily terminated prior to the payment date, they will be eligible for a pro-rata portion of the retention bonus.

Item 7.01. Regulation FD Disclosure.

On July 8, 2015, the Company issued a press release announcing the realignment of its organizational structure to enhance operational effectiveness, including a series of executive officer and management changes. The Company’s press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto is being “furnished” pursuant to Item 7.01 of Form 8-K and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit.

        The following exhibit is being “furnished” as part of this Current Report on Form 8-K

99.1 Press Release, dated July 8, 2015, issued by Boulder Brands, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 8, 2015	BOULDER BRANDS, INC.
	(registrant)
	By:	/s/ Timothy Kraft
		Timothy Kraft

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 8, 2015, issued by Boulder Brands, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BOULDER BRANDS REALIGNS ORGANIZATIONAL STRUCTURE TO

ENHANCE OPERATIONAL EFFECTIVENESS

Announces Management Changes to Streamline the Organization, Align Sales and Marketing, Improve

Accountability and Deliver Consistent, Profitable Growth

Boulder, CO – July 8, 2015 – Boulder Brands, Inc. (Nasdaq: BDBD) today announced that the Company has restructured its organization to better align functional teams, improve the Company’s operational effectiveness and deliver improved and consistent results. These initiatives include the integration of Boulder Brands’ sales, marketing and innovation functions to activate consumer-driven marketing programs and drive sustainable profitable growth.

Boulder Brands also announced today a series of executive officer and management changes in connection with the organizational realignment. In total, the Company has reduced its salaried headcount by approximately 15%. The Company anticipates deploying the bulk of the cost savings associated with these changes against enhanced marketing activities expected to help drive velocities of core products.

“This strategic alignment is an important first step toward implementing meaningful change across Boulder Brands,” said Jim Leighton, interim Chief Executive Officer. “Through this right-sizing of our organization, we are creating a more streamlined and integrated platform that will reduce administrative costs and allow us to focus our spending priorities towards innovative consumer marketing programs. Our objective is to more effectively introduce our brands to a broader base of consumers and better support these brands as distribution gains continue. The Board and management team are confident these actions will create value for shareholders by better focusing on operational initiatives that will deliver improved, sustainable results.”

The combined sales, marketing and innovation function will be led by Phil Anson, who has been appointed Chief Commercial Officer, effective immediately. Mr. Anson previously served as the Company’s Chief Innovation Officer and will continue to report to Mr. Leighton. Mr. Leighton added, “As founder of EVOL, Phil has unique expertise around the development, branding, marketing and distribution of food products that are highly complementary to Boulder Brands’ objectives.”

About Boulder Brands, Inc.

Boulder Brands, Inc. (NasdaqGM: BDBD) is committed to offering food solutions that give consumers opportunities to improve their lives - one product at a time. The company’s health and wellness platform consists of brands that target specific health trends: the Glutino^® and Udi’s Gluten Free^® brands for gluten-free diets; the Earth Balance^® brand for plant-based diets; the Level Life(TM) brand for diabetes-friendly diets; EVOL foods for consumers seeking simple and pure ingredients; and the Smart Balance^® brand for heart healthier diets. For more information about Boulder Brands, Inc., please visit www.boulderbrands.com.

Forward-looking Statements

Statements made in this press release that are not historical facts, including statements about the Company’s plans, strategies, beliefs, and expectations, including the Company’s outlook for all of 2015,

are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may include use of the words “expect,” “estimate,” “anticipate,” “plan,” “intend,” “project,” “may,” “believe” and similar expressions. Forward-looking statements speak only as of the date they are made, and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations, changes in financial condition, changes in general economic or business conditions, changes in estimates, expectations or assumptions, or circumstances or events arising after the issuance of this press release. Actual results may differ materially from such forward-looking statements for a number of reasons, including risks related to changes to the Company’s management team, the Company’s ability to implement its growth strategy, the Company’s ability to manage its supply chain effectively, the Company’s ability to drive product innovation, lack of growth in consumer demand for packaged food products in the health and wellness space, the Company’s ability to maintain distribution, the Company’s ability to generate purchase volume while maintaining or growing profitability, the Company’s ability to maintain the health of its brands, and to prevent erosion of the reputation or appeal of the Company’s brands, continued adverse developments with respect to the sale of the Company’s buttery spreads and related products, adverse developments with respect to the demand for the Company’s gluten free products, maintaining and upgrading the Company’s manufacturing facilities, the loss of a contract manufacturer, the Company’s rapid growth and need to build an infrastructure and workforce, termination of the Company’s relationships with its primary sales agents, changes in consumer preferences, potential unavailability of necessary capital, price increases, the Company’s ability to protect its intellectual property, the expiration of certain patents, any sustained economic downturn in the U.S. and abroad, fluctuations in various food and supply costs, regulation of the Company’s advertising, adverse publicity or consumer concern regarding safety and quality of its food products, the absence of long-term contracts with the Company’s customers, economic and political conditions in the U.S. and abroad, foreign currency fluctuations, the identification and execution and integration of acquisitions, the realization of the expected growth benefits from acquisitions, manufacturing gluten-free products, the Company’s internal control over financial reporting, labor disputes and adverse employee relations, conducting business outside of the U.S., potential liabilities of litigation, the potential unavailability of insurance, increases in costs of medical and employee benefits, the failure of the Company’s information technology systems to operate effectively, an impairment in the carrying value of the Company’s goodwill and intangible assets, volatility of the market price of the Company’s common stock, the numerous laws and regulations the Company is subject to, liabilities resulting from claims against the Company’s products, risks that customers will not accept the Company’s products for their stores, changes in retail distribution arrangements, competition, and the Company’s cash requirements and debt) as well as other risks and uncertainties set forth in the Company’s filings with the SEC.

Investor Contact:

Carole Buyers, CFA

Senior Vice President

Investor Relations & Business Development

Boulder Brands, Inc.

cbuyers@boulderbrands.com

720-550-5010