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): July 18, 2024
Performance Food Group Company
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-37578 | 43-1983182 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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):
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☐ | 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:
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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.
On July 18, 2024, Patrick T. Hagerty, Executive Vice President and Chief Commercial Officer of Performance Food Group Company (the “Company”) notified the Company of his intention to retire and resign from his position as Executive Vice President and Chief Commercial Officer. On the same date, the Human Capital and Compensation Committee of the Board of Directors of the Company authorized a letter agreement with Mr. Hagerty (the “Letter Agreement”) setting forth the terms of Mr. Hagerty’s voluntary retirement from the Company on January 4, 2025 (the “Retirement Date”). On July 19, 2024, the Company and Mr. Hagerty entered into the Letter Agreement.
The Letter Agreement provides that, until the Retirement Date, Mr. Hagerty will continue to receive his current base salary and benefits and continue to vest in any outstanding equity. Following the Retirement Date, Mr. Hagerty will provide consulting services for the Company through June 30, 2025 (the “Consulting Period”). In consideration for such services and subject to Mr. Hagerty’s agreement to certain standard terms and conditions, Mr. Hagerty will receive aggregate payments of $312,500 for the Consulting Period, a portion of which will be paid at the conclusion of the Consulting Period, subject to Mr. Hagerty’s execution and nonrevocation of a release of claims in favor of the Company. The Letter Agreement further provides that Mr. Hagerty will be eligible to receive (i) a fiscal year 2025 equity award in the form of restricted stock with a grant date value of $750,000, which will vest over 12 months following the date of grant, (ii) Company-paid participation in the Company’s group health plans during the Consulting Period and (iii) for a period of two years following the Retirement Date, Company-provided executive physicals. Mr. Hagerty will remain eligible to receive 50% of his fiscal 2025 annual bonus for fiscal 2025 at the actual level of performance and will continue to vest in the unvested portions of any equity awards that are unvested and outstanding as of the Retirement Date, subject to the terms of the applicable award agreements. Mr. Hagerty will also be eligible for “retirement” vesting of his unvested and outstanding equity awards at the conclusion of the Consulting Period in accordance with the terms of such awards. Mr. Hagerty is also subject to certain restrictive covenants under the Letter Agreement, including customary confidentiality covenants as well as non-competition and non-solicitation restrictions for a period of 18 months following the end of the Consulting Period.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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| | PERFORMANCE FOOD GROUP COMPANY |
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Date: July 22, 2024 | | By: | /s/ A. Brent King |
| | | A. Brent King |
| | | Executive Vice President, General Counsel and Secretary |
