Performance Food Group Co false 0001618673 0001618673 2021-01-28 2021-01-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 28, 2021

 

 

Performance Food Group Company

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37578   43-1983182
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

12500 West Creek Parkway

Richmond, Virginia

  23238
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

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 (see General Instructions A.2. below):

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   PFGC   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

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

Second Half Fiscal 2021 Awards

As previously reported, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors of Performance Food Group Company (the “Company”) approved in August 2020 a new cash-based incentive plan (the “Incentive Plan”) under the Company’s 2015 Omnibus Incentive Plan, as amended, for the Company’s fiscal year ending July 3, 2021 (“fiscal 2021”) that differs from the cash-based annual incentive plans established by the Compensation Committee in previous fiscal years. The Incentive Plan divides fiscal 2021 into two performance periods: (i) June 28, 2020 to December 26, 2020 (“1H21”) and (ii) December 27, 2020 to July 3, 2021 (“2H21”). The officers of the Company who are listed in the attached Exhibit A (the “Officers”), including all of the Company’s named executive officers, are eligible to participate in the Incentive Plan.

On January 28, 2021, the Compensation Committee granted cash-based incentive awards under the Incentive Plan to the Officers, for 2H21. The target opportunity for the 2H21 awards is based on the following components: (i) 30% on net sales during 2H21, as compared to a pre-established target; (ii) 30% on adjusted EBITDA during 2H21, as compared to a pre-established target; (iii) 30% on the monthly average of liquidity as a percentage of net sales during 2H21, as compared to a pre-established target; and (iv) 10% on long-term strategic planning. Payouts relating to each financial metric will range from 60% of target payout upon achieving a threshold performance level to 155% of target payout upon achieving the maximum performance level. The portion of the 2H21 awards attributable to long-term strategic planning will either be achieved at the 100% level or not be earned as determined by the Compensation Committee. When combined, total payouts cannot exceed 150% of target.


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.

 

    PERFORMANCE FOOD GROUP COMPANY
Date: February 2, 2021     By:  

/s/ A. Brent King

    Name:   A. Brent King
    Title:   Senior Vice President, General Counsel and Secretary


EXHIBIT A

 

 

Name

  Office
 

George L. Holm

  Chairman, President and Chief Executive Officer
 

James D. Hope

  Executive Vice President and Chief Financial Officer
 

Patrick T. Hagerty

  Executive Vice President and President and Chief Executive Officer of Vistar
 

Craig H. Hoskins

  Executive Vice President and President and Chief Executive Officer of the Foodservice Segment
 

A. Brent King

  Senior Vice President, General Counsel and Secretary
 

Erika T. Davis

  Senior Vice President and Chief Human Resources Officer
 

Donald S. Bulmer

  Senior Vice President and Chief Information Officer