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 19, 2016
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 Number) |
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12500 West Creek Parkway Richmond, Virginia | | 23238 |
| (Address of registrant’s principal executive office) | | (Zip code) |
(804) 484-7700
(Registrant’s telephone number, including area code)
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:
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| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
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| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | | 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 19, 2016, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) elected Meredith Adler to the Board, effective September 20, 2016, to serve as a Class II director.
Ms. Adler, 62, served as a Managing Director and Senior Equity Analyst at Barclays Capital, and at Lehman Brothers prior to its acquisition by Barclays, from 1996 until her retirement in July 2016. In her role at Barclays, Ms. Adler followed a wide range of consumer-oriented companies, including foodservice distributors, food and drug retailers, discounters, and healthy living retailers.
It is expected that Ms. Adler will receive the standard compensation paid to the Company’s outside directors, prorated from the date of her appointment, which compensation will be determined by the Board in September 2016 in connection with the Company’s review of its director compensation.
There is no arrangement or understanding between Ms. Adler and any other persons pursuant to which she was selected as a director. Ms. Adler does not have any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing Ms. Adler’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release of Performance Food Group Company. |
SIGNATURE
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.
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| | PERFORMANCE FOOD GROUP COMPANY (Registrant) |
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Dated July 20, 2016 | | By: | | /s/ A. Brent King |
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| | Name: | | A. Brent King |
| | Title: | | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit
No. | | Description |
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| 99.1 | | Press Release of Performance Food Group Company. |
