UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): November 10, 2017
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in 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) |
(804)484-7700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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) orRule 12b-2 of the Securities Exchange Act of1934 (§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 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 10, 2017, Performance Food Group Company (the “Company”) held its 2017 annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 29, 2017 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 – Election of Directors
At the annual meeting, the Company’s stockholders elected the persons listed below as Class II directors for a three-year term expiring at the Company’s 2020 annual meeting of stockholders or until their respective successors are duly elected and qualified:
| | | | | | | | | | | | |
| | | Votes Cast
For | | | Votes
Withheld | | | Broker
Non-Votes | |
Meredith Adler | | | 70,753,689 | | | | 22,496,845 | | | | 2,267,808 | |
Jeffrey M. Overly | | | 57,825,198 | | | | 35,425,336 | | | | 2,267,808 | |
Douglas M. Steenland | | | 69,825,961 | | | | 23,424,573 | | | | 2,267,808 | |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
94,647,655 | | 298,473 | | 572,214 | | N/A |
Proposal No. 3 –Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, in anon-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
89,813,340 | | 2,762,674 | | 674,520 | | 2,267,808 |
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: November 13, 2017 | | | | By: | | /s/ A. Brent King |
| | | | Name: | | A. Brent King |
| | | | Title: | | Senior Vice President, General Counsel and Secretary |
