UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 November 20, 2024, Performance Food Group Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders approved the Performance Food Group Company 2024 Omnibus Incentive Plan (the “2024 Omnibus Incentive Plan”), which had been previously approved by the Company’s Board of Directors subject to stockholder approval.
The material terms of the 2024 Omnibus Incentive Plan are described under “Proposal 4 – Approval of 2024 Omnibus Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 10, 2024 (the “Proxy Statement”). This description is incorporated by reference in Item 5.02 of this Current Report on Form 8-K.
The description of the material terms of the 2024 Omnibus Incentive Plan is qualified in its entirety by reference to the full text of the 2024 Omnibus Incentive Plan, which is filed as Exhibit 10.1 and incorporated by reference in Item 5.02 of this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders voted on the matters disclosed in 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
The Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER |
George L. Holm |
141,230,486 |
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1,297,564 |
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40,743 |
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5,175,521 |
Manuel A. Fernandez |
141,413,439 |
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1,113,503 |
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41,851 |
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5,175,521 |
Barbara J. Beck |
141,251,803 |
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1,255,222 |
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61,768 |
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5,175,521 |
Danielle M. Brown |
142,345,691 |
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180,201 |
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42,901 |
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5,175,521 |
William F. Dawson, Jr. |
140,303,078 |
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2,223,337 |
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42,378 |
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5,175,521 |
Laura Flanagan |
142,233,470 |
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267,226 |
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68,097 |
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5,175,521 |
Matthew C. Flanigan |
142,314,637 |
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211,779 |
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42,377 |
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5,175,521 |
Kimberly S. Grant |
140,351,400 |
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2,176,186 |
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41,207 |
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5,175,521 |
Jeffrey M. Overly |
140,234,749 |
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2,290,778 |
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43,266 |
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5,175,521 |
David V. Singer |
142,338,474 |
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187,665 |
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42,654 |
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5,175,521 |
Randall N. Spratt |
142,336,838 |
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189,375 |
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42,580 |
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5,175,521 |
Warren M. Thompson |
141,490,032 |
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1,035,921 |
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42,840 |
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5,175,521 |
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 2025.
Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes |
145,299,856 |
2,403,379 |
41,079 |
N/A |
Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved, in a non-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 |
141,673,998 |
843,122 |
51,673 |
5,175,521 |
Proposal No. 4 – Approval of the 2024 Omnibus Incentive Plan
The Company’s stockholders approved the 2024 Omnibus Incentive Plan.
Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes |
140,803,363 |
1,753,164 |
12,266 |
5,175,521 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
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10.1 |
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104 |
Cover page Interactive Data File (embedded within Inline XBRL document). |
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 |
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Date: November 20, 2024 |
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By: |
/s/ A. Brent King |
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A. Brent King |
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Executive Vice President, General Counsel and Secretary |