Performance Food Group Co 8-K, filed Aug 11, 2022
Performance Food Group Co (PFGC)
About this 8-K
Performance Food Group Co filed this 8-K on August 11, 2022, reporting on events of August 9, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
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 (see General Instructions A.2. below):
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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Changes
On August 9, 2022, James D. Hope, Executive Vice President and Chief Financial 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 Financial Officer, effective December 31, 2022. On the same date, the Board of Directors of the Company (the “Board”) appointed Patrick Hatcher, 52, as Executive Vice President and Chief Financial Officer of the Company, effective January 1, 2023. Following his retirement, Mr. Hope will remain as a consultant to the Company until August 31, 2023 to assist with the transition.
The Human Capital and Compensation Committee of the Board intends to review the compensation arrangement of Mr. Hatcher prior to the effective date of his appointment as Executive Vice President and Chief Financial Officer.
Mr. Hatcher has served as President and Chief Operating Officer of Vistar since 2021. Mr. Hatcher joined Vistar in 2010 and served as Senior Vice President and Chief Financial Officer of Vistar from 2010 to 2015 and Senior Vice President of Sales and Marketing from 2015 to 2021. Prior to joining Vistar, he spent approximately 10 years with MillerCoors in finance and numerous other functions. Mr. Hatcher received a Bachelor of International Relations degree from Bucknell University and a Master of Business Administration degree from Olin Business School.
On August 9, 2022, the Board also appointed Scott McPherson to serve as Executive Vice President of the Company and President and Chief Executive Officer of Core-Mark Holding Company, Inc. (“Core-Mark”), effective August 10, 2022. With this promotion, Mr. McPherson will add responsibility for Vistar. Mr. McPherson, 52, previously served as Senior Vice President and President and Chief Executive Officer of Core-Mark since the closing of the Company’s acquisition of Core-Mark on September 1, 2021. From July 2018 to the closing of the Company’s acquisition of Core-Mark, Mr. McPherson served as the President and Chief Executive Officer, and served on the board of directors, of Core-Mark. Mr. McPherson received a Bachelor of Science degree in Business Administration from Lewis & Clark College and a Master of Business Administration degree from the University of Portland.
Mr. McPherson entered into an employment agreement with the Company on September 1, 2021 in connection with the Company’s acquisition of Core-Mark. The employment agreement provides for an initial term of two years and the term automatically extends for additional one-year periods thereafter unless terminated by either the Company or Mr. McPherson. The employment agreement provided for an initial annual base salary of $592,251, an annual cash incentive bonus target of 100% of the annual base salary and an annual long-term incentive compensation award with a target grant date value of $1,000,000. In addition, the employment agreement provides that Mr. McPherson is a Tier II participant in the Company’s Executive Severance Plan, previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2020, and each of his outstanding and Core-Mark equity awards that converted into Company equity awards in connection with the acquisition of Core-Mark will vest in the event that Mr. McPherson’s employment is terminated by the Company without cause or by him with good reason (each as defined in the employment agreement), in either case, during the initial term of the employment agreement. In the event Mr. McPherson’s employment with the Company terminates for any reason, Mr. McPherson will be subject to certain restrictive covenants under his employment agreement, including customary confidentiality covenants as well as non-competition and non-solicitation restrictions for a period of 18 months.
There are no arrangements or understandings between Messrs. Hatcher and McPherson and any other persons pursuant to which either was elected to serve as an executive officer. There are no family relationships between Mr. Hatcher or Mr. McPherson and any director or executive officer of the Company. Neither Mr. Hatcher nor Mr. McPherson has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Consulting Agreement
On August 9, 2022, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Hope setting forth the terms of Mr. Hope’s voluntary retirement from the Company on December 31, 2022 (the “Retirement Date”). Until the Retirement Date, Mr. Hope will continue to receive his current base salary and benefits and continue to vest in any outstanding equity. After the Retirement Date, Mr. Hope will provide consulting services for the Company through August 31, 2023 (the “Consulting Period”). In consideration for such services and subject to Mr. Hope’s agreement to certain standard terms and conditions, Mr. Hope will receive aggregate payments of $400,000 for the Consulting Period, a portion of which will be paid at the conclusion of the Consulting Period, subject to Mr. Hope’s execution and nonrevocation of a release of claims in favor of the Company. In addition, for the duration of the Consulting Period, Mr. Hope will receive a cash supplement for health benefits continuation coverage and receive reimbursement of certain reasonable expenses incurred in performing such services. Mr. Hope will remain eligible to receive 50% of his fiscal 2023 annual bonus for fiscal 2023 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, including any annual equity grants awarded for fiscal 2023, subject to the terms of the applicable award agreements. Mr. Hope 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. Hope is also subject to certain restrictive covenants under the Consulting Agreement, including customary confidentiality covenants as well as non-competition and non-solicitation restrictions for a period of 12 months following the end of the Consulting Period.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On August 10, 2022, the Company issued a press release announcing the management changes discussed above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
10.1 |
|
Consulting Agreement, dated August 9, 2022, between the Company and James D. Hope |
99.1 |
|
Press Release of Performance Food Group Company, dated August 10, 2022 |
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 thereunto duly authorized.
|
|
PERFORMANCE FOOD GROUP COMPANY |
|
|
|
|
|
Date: August 11, 2022 |
|
By: |
/s/ A. Brent King |
|
|
|
A. Brent King |
|
|
|
Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
August 9, 2022
Mr. James D. Hope
EVP, Chief Financial Officer
PFG - Performance Food Group
Dear Jim,
As we have discussed, this letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your continuing employment with and retirement from Performance Food Group, Inc. (“PFG” or the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”), and your services as a consultant to the Company following your retirement. You and PFG may also be referred to below as the “Parties.”
If you agree to the terms set forth in this Letter Agreement, please indicate your agreement and acceptance by voluntarily signing this Letter Agreement and the Release in the spaces provided and return the original of each document to me.
Jim, I recognize and appreciate your valuable contributions to PFG over the years and wish you all the best in your future endeavors.
PERFORMANCE FOOD GROUP COMPANY
By: __/s/ George L. Holm_____________________
George L. Holm
Chairman & Chief Executive Officer
Agreed and accepted:
/s/ James D. Hope
James D. Hope
Date: August 9, 2022
EXHIBIT A
RELEASE
In consideration of the payment offered to me by Performance Food Group, Inc. (the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”) in Section 2(c)(ii) of the letter agreement dated as of August 9, 2023 (the “Letter Agreement”), I on behalf of myself, and on behalf of my heirs, executors, administrators, representatives, successors, and assigns (the “Releasors”), hereby release, acquit, and forever discharge the Company, all of its past, present and future subsidiaries and affiliates (including, without limitation, all other members of the Company Group), and all of their respective directors, officers, employees, agents, trustees, partners, shareholders, consultants, independent contractors and representatives, insurers, and all of their respective heirs, successors, and assigns and all persons acting by, through, under or in concert with them (the “Releasees”) from any and all claims, charges, complaints, obligations, promises, agreements, controversies, damages, remedies, demands, actions, causes of action, suits, rights, costs, debts, expenses and liabilities of every kind whatsoever, in law or in equity, known or unknown, suspected or unsuspected, whether or not mature or ripe (collectively, “Claims”) which I or any of the other Releasors ever had, now have or may hereafter claim to have against any of the Releasees by reason of any matter cause or thing whatsoever: (i) arising from the beginning of time through the date upon which I sign this Release, including, but not limited to, any such Claims (a) arising out of or relating in any way to my employment with the Company or any of the other Releasors, (b) arising out of or relating to tort, fraud or defamation, and (c) arising under any federal, state local or foreign statute or regulation, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) (“ADEA”), the Americans With Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Immigration Reform and Control Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Fair Credit Reporting Act, the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514A, also known as the Sarbanes Oxley Act, the Securities Exchange Act of 1934, the Immigration Reform and Control Act, the National Labor Relations Act, and the Labor Management Relations Act the Fair Labor Standards Act (if and to the extent such claims may be waived by private agreement), and the Texas Labor Code (including, but not limited to, the Texas Payday Law and Chapter 21 of the Texas Labor Code, and Texas Commission of Human Rights Act), each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to wrongful employment termination; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and me; provided, however, that notwithstanding the foregoing, nothing contained in this Section 3 shall in any way diminish or impair: (I) any rights I may have to vested benefits under the Company’s health, welfare and qualified retirement plans; (II) my ability to bring proceedings to enforce the Letter Agreement; (III) any Claims I may have that cannot be waived under applicable law, such as unemployment benefits, workers’ compensation and disability benefits; (IV) any rights I may have to indemnification in Executive’s capacity as a current or former officer of the Company or any other member of the Company Group; or (V) my right to challenge the validity of the release of ADEA claims set forth in this Release.
I acknowledge and agree that:
A. The benefits I am receiving under the Letter Agreement constitute consideration over and above any benefits that I might be entitled to receive without executing this Release.
B. The Company has advised me in writing to consult with an attorney prior to signing this Release.
C. I have been given the opportunity to seek the advice of counsel.
D. I have carefully read and fully understand all of the provisions of this Release.
E. In no event may I sign this Release prior to August 31, 2023.
F. I was given a period of at least twenty-one (21) days following the end of the Consulting Period (as defined in the Letter Agreement) within which to consider this Release.
G. Changes to this Release, whether material or immaterial, will not restart the running of the twenty-one (21)-day period for my execution of this Release.
D. The Company has advised me of my statutory right to revoke my agreement to this Release at any time within seven (7) days of my signing this Release by delivering written notice of such revocation to A. Brent King, EVP, Secretary and General Counsel, Performance Food Group, 12500 West Creek Parkway, Richmond, Virginia 23238 (brent.king@pfgc.com) and this Release shall be come final and binding if no such notice of revocation is received by the Company within such seven (7) day period.
I warrant and represent that my decision to sign this Release was (1) entirely voluntary on my part; (2) not made in reliance on any inducement, promise, or representation, whether express or implied, other than the inducements, representations, and promises expressly set forth herein and in the Letter Agreement; and (3) did not result from any threats or other coercive activities to induce my agreement to this Release.
This Agreement will not become effective until the eighth (8th) calendar day after the date on which I executes it. If I exercise my right to revoke this Release within seven (7) days of my execution of this Release, I (1) warrant and represent that I shall notify the Company, through Mr. King, in writing, in accordance with the attached Letter Agreement, of my revocation of this Release; (2) this Release shall be of no force or effect; and (3) I shall have no right to the payments or benefits set forth in Section 2(c)(ii) of the Letter Agreement.
Except as otherwise provided for in the Letter Agreement, I acknowledge that I have been paid by the Company for all hours worked as an employee of the Company and are in receipt of all amounts due from the Company or any other Releasees, including but not limited to the following: (1) all wages, incentive compensation and bonuses and (2) reimbursement for all reasonable and necessary business travel and entertainment expenses incurred by me on behalf of the Company. I also acknowledge and represent that: (i) I have suffered no injuries or occupational diseases arising out of or in connection with my employment with the Company; (ii) I have received all leave to which I was entitled under the Family and Medical Leave Act (“FMLA”) or similar state law; (iii) I am not currently aware of any facts or circumstances constituting a violation of the FMLA or the Fair Labor Standards Act or similar state law by the Company or any of the other Releasees; (iv) I am not aware of any facts that may constitute violations of the Company’s Code of Conduct and/or legal obligations, including the federal securities laws; and (v) I have not filed any employment discrimination, wrongful discharge, wage and hour, or any
other complaints or charges in any local, state or federal court, tribunal, or administrative agency against the Company or any of the other Releasees.
Nothing in this Release or the Letter Agreement precludes me from filing a charge or complaint with, or voluntarily participating in an investigation or proceeding conducted by National Labor Relations Board, the EEOC (or other similar state or local agency), the U.S. Department of Labor, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other federal, state or local agency charged with the enforcement of any laws including providing documents or other information, or from testifying truthfully in the course of any administrative, legal or arbitration proceeding, provided that the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege, as I understand that the Company Group does not authorize the waiver of the attorney-client privilege or work product protection or any other privilege or protection belonging to the Company Group.
Signature:
James D. Hope
Date: ____________________________________
Exhibit 99.1
Performance Food Group Company Announces Chief Financial Officer Jim Hope to Retire; Transitioning the Role to Vistar President & Chief Operating Officer Patrick Hatcher Planned for Final Quarter of Calendar 2022
August 10, 2022, RICHMOND, Va. – Performance Food Group Company (PFG) (NYSE: PFGC) today announced the upcoming retirement of Executive Vice President & Chief Financial Officer Jim Hope and the transition of the role to Patrick Hatcher, Vistar President & Chief Operating Officer during the final quarter of calendar 2022.
“Jim has been a driving force in PFG’s tremendous growth over the past several years. The depth of experience and enthusiasm he has brought to the CFO role has positioned us with the financial strength to deliver significant value to our stakeholders,” said PFG Chairman & CEO George Holm. “Patrick has shown his strength as a leader since joining us in 2010. We were excited to promote him to President & Chief Operating Officer for Vistar and now we are eager to have his talents on PFG’s senior leadership team. With Jim’s mentorship and guidance over the coming months, I am looking forward to a smooth transition as PFG continues our strategic and disciplined financial approach.”
“I have appreciated Jim’s strong voice on my team, along with his expertise and valuable guidance,” added Mr. Holm. “On behalf of the senior leadership team, we wish him well when he embarks on his retirement in the new year.”
“We recognize that a strong financial foundation has been key to PFG delivering on our growth strategy and for our shareholders,” said Mr. Holm. “Patrick’s understanding of our business and his expertise in finance make him an excellent choice to serve as the CFO for Performance Food Group.” Mr. Hope added, “This is an exciting time for PFG and with Patrick’s expertise, we will be well-positioned to continue on our successful path. I am confident that the transition period will be seamless and successfully prepare Patrick for his new role.”
Scott McPherson Promoted to PFG Executive Vice President
The company has also promoted Scott McPherson to PFG Executive Vice President and President & CEO of Convenience. With this promotion, Mr. McPherson will also provide executive oversight to the Vistar segment. He will continue to report to PFG President & Chief Operating Officer Craig Hoskins.
“I’m very pleased to add Scott’s vision and voice to PFG’s senior leadership team,” said Mr. Holm. “His leadership of Core-Mark has been a driving force in our fast and successful integration of that business into PFG’s family of companies. With Scott’s expanded scope, I am looking forward to continuing growth, innovation and success for PFG.”
Mr. McPherson held numerous leadership roles with Core-Mark, most recently serving as President & CEO. During his 30-year career with Core-Mark, he has held Senior Vice President roles for the company’s U.S. Division, Corporate Development and Business Operations & Development and served as President and Chief Operating Officer.
About Performance Food Group Company
Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations in the U.S. and parts of Canada. Founded and headquartered in Richmond, Virginia, PFG, and our family of companies, market and deliver quality food and related products to 300,000+ locations including independent and chain restaurants; businesses, schools and healthcare facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. PFG’s success as a Fortune 200 company is achieved through our more than 30,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit pfgc.com.
Investors: |
|
Media: |
Bill Marshall |
|
Scott Golden |
VP, Investor Relations |
|
Director, Communications & Engagement |
804-287-8108 |
|
804-484-7873 |
Bill.Marshall@pfgc.com |
|
Scott.Golden@pfgc.com |