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): March 21, 2005 (March 15, 2005)
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Tennessee | | 0-22192 | | 54-0402940 |
| (State or Other Jurisdiction of | | (Commission | | (I.R.S. Employer |
| Incorporation) | | File Number) | | 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)
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 15, 2005, after consideration of the performance of the Company and the individuals noted and such other matters and information as deemed appropriate, the Compensation Committee (the “Committee”) of the Board of Directors of Performance Food Group Company approved the following actions:
Fiscal 2004 Bonuses. Fiscal 2004 discretionary bonuses for the Company’s named executive officers for 2004 were approved as follows:
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| | | | | | | | | | | Restricted | |
| | | | | | | | | | | Stock Bonus | |
| | | | | | | Cash Bonus | | | Amount (in | |
| Name | | Title | | | Amount | | | Shares)(2) | |
| Robert C. Sledd | | Chairman, President and Chief Executive Officer | | $ | 91,000 | | | | 6,000 | |
| Tom Hoffman | | Chief Executive Officer - Customized Segment | | $ | 164,000 | (1) | | | 5,000 | |
| Steve Spinner | | Chief Executive Officer - Broadline Segment | | $ | 61,000 | | | | 3,500 | |
| John D. Austin | | Senior Vice President and Chief Financial Officer | | $ | 47,000 | (3) | | | 2,500 | |
| (1) | | Mr. Hoffman’s cash bonus includes $118,000 earned by Mr. Hoffman with respect to prior fiscal periods under longer-term performance criteria established under the Company’s prior bonus plan. |
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| (2) | | The shares of restricted stock vest 50% on the first anniversary of the date of grant and 25% on each of the second and third anniversaries of the date of grant; provided that such restricted shares will become fully vested upon the recipient’s death, Disability or Retirement or upon a Change in Control of the Company (each as defined in the 2003 Equity Incentive Plan (the “2003 Plan”)). The restricted share awards are subject to the terms of the 2003 Plan and the individual award agreements substantially in the form of Exhibit 10.38 hereto and incorporated herein by reference. |
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| (3) | | The Compensation Committee also approved awarding a cash bonus of $75,000 to Mr. Austin upon the consummation of the sale of the Company’s Fresh-cut division to Chiquita Brands International, Inc. provided that Mr. Austin remains continuously employed by the Company to such date. |
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Fiscal 2005 Base Salaries. The base salary levels, retroactive to January 2, 2005, of the persons who are anticipated to constitute the Company’s named executive officers for 2005 were set as follows:
| | | | | | | | | |
| Name | | Title | | | 2005 Base Salary | |
| Robert C. Sledd | | Chairman, President and Chief Executive Officer | | $ | 635,000 | |
| Tom Hoffman | | Chief Executive Officer - Customized Segment | | $ | 320,000 | |
| Steve Spinner | | Chief Executive Officer - Broadline Segment | | $ | 420,000 | |
| John D. Austin | | Senior Vice President and Chief Financial Officer | | $ | 325,000 | |
| Keith Middleton | | Controller | | $ | 190,000 | |
2005 Cash Incentive Plan. The Performance Food Group Company 2005 Cash Incentive Plan (the “Cash Incentive Plan”) is intended to provide incentives to members of management, including the Company’s named executive officers, in the form of cash bonus payments for achieving certain performance goals established by the Committee. The performance awards will be based on achievement of established earnings before interest and taxes goals as well as other criteria of the type specified in Section 11 of the 2003 Plan specific to the individual. Actual awards can range from zero to 123% of a participant’s base salary. The Compensation Committee will administer and make all determinations under the Cash Incentive Plan.
Item 9.01. Financial Statements and Exhibits
| | | | | |
| (c) | | Exhibit No. | | Exhibit |
| | | 10.37 | | Performance Food Group Company 2005 Cash Incentive Plan |
| | | | | |
| | | 10.38 | | Form of Restricted Share Award Agreement |
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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.
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| | PERFORMANCE FOOD GROUP COMPANY
| |
| | By: | /s/ John D. Austin | |
| | | John D. Austin | |
| | | Senior Vice President and
Chief Financial Officer | |
| |
Date: March 21, 2005
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EXHIBIT INDEX
| | | | | | | |
| (c) | | Exhibit No. | | Exhibit |
| | | 10.37 | | | Performance Food Group Company 2005 Cash Incentive Plan |
| | | | | | | |
| | | 10.38 | | | Form Restricted Share Award Agreement |
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