Performance Food Group Co 8-K, filed Dec 22, 2021
Performance Food Group Co (PFGC)
About this 8-K
Performance Food Group Co filed this 8-K on December 22, 2021, reporting on events of December 20, 2021.
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
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| 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 December 20, 2021, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) elected Craig Hoskins to serve as the Company’s President and Chief Operating Officer effective as of January 1, 2022. Mr. Hoskins, age 59, previously served as Executive Vice President of the Company and President and Chief Executive Officer of the Company’s Foodservice business since January 2019, having previously served as President and Chief Executive Officer of PFG Customized Distribution and a Senior Vice President of the Company from January 2012 to January 2019. George Holm will remain as the Company’s Chairman and Chief Executive Officer.
On December 20, 2021, the Board also elected Patrick Hagerty as the Company’s Executive Vice President and Chief Commercial Officer effective as of January 1, 2022. Mr. Hagerty, age 62, previously served as the Company’s Executive Vice President and President and Chief Executive Officer of Vistar since January 2018, having previously served as a Senior Vice President of the Company and President and Chief Executive Officer of Vistar since September 2008.
Compensation Changes
In connection with the foregoing management changes, effective as of January 1, 2022, the Compensation and Human Resources Committee of the Board (the “Compensation Committee”) approved an increase in Mr. Hoskins’ base salary to $578,000 per year and approved a $1,000,000 equity grant comprised 60% of performance shares and 40% of time-based restricted stock. For the performance shares, 100% of the award will be earned based on the achievement of total shareholder return relative to companies in the S&P MidCap 400 Index that are public throughout the entire three-year performance period from July 4, 2021 to June 30, 2024. For the time-based restricted stock, one third of the shares will vest on each anniversary of the date of grant. In addition, effective as of January 1, 2022, the Compensation Committee increased Mr. Hagerty’s base salary to $578,000 per year and approved a $1,000,000 grant of time-based restricted stock that will vest in two equal installments on January 1, 2024 and January 2, 2025.
Other than the compensation arrangement described above, there is no arrangement or understanding between Mr. Hoskins or Mr. Hagerty and any other person pursuant to which either was selected as an executive officer. There are no family relationships between either Mr. Hoskins or Mr. Hagerty and any director or other executive officer of the Company. Neither Mr. Hoskins nor Mr. Hagerty has 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.
| Item 7.01 | Regulation FD Disclosure. |
On December 21, 2021, 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 Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 | |
| 99.1 | Press Release of Performance Food Group Company | |
| 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.
| PERFORMANCE FOOD GROUP COMPANY | ||||||
| Date: December 22, 2021 | By: | /s/ A. Brent King | ||||
| Name: | A. Brent King | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
| NEWS RELEASE | ||||
| For Immediate Release | Investors: | Media: | ||
| December 21, 2021 | Bill Marshall | Trisha Meade | ||
| VP, Investor Relations | Director, Communications & Engagement | |||
| (804) 287-8108 | (804) 285-5390 | |||
| Bill.Marshall@pfgc.com | mediarelations@pfgc.com | |||
Performance Food Group Company Announces Management Changes; Appoints Craig Hoskins President & Chief Operating Officer, Patrick Hagerty Executive Vice President & Chief Commercial Officer
RICHMOND, Va. – Performance Food Group Company (PFG) (NYSE: PFGC) today announced management changes designed to align the company’s reporting structure with its strategy to capture growth opportunities across business units.
Effective January 3, Craig Hoskins has been appointed President & Chief Operating Officer, overseeing PFG’s Foodservice and Vistar operations, and Patrick Hagerty has been appointed Executive Vice President & Chief Commercial Officer. Both continue to report to George Holm, PFG Chairman & Chief Executive Officer.
“I am excited to announce a new operating management structure for PFG,” said Mr. Holm. “Over the past several years, our company has been transformed through strategic acquisitions and organic expansion into new channels and lines of business. This new structure aligns the organization with our strategic vision to capture cross-channel growth opportunities. I am excited to have Craig and Pat’s experience, knowledge and leadership represented in these important roles as we embark on our next phase of growth.”
For the past three years, Mr. Hoskins has served as Executive Vice President of the Company and President & CEO of Foodservice. Prior to this role, Mr. Hoskins spent seven years as President & CEO of PFG Customized Distribution and Senior Vice President of PFG. His career with PFG began in 1990 with the legacy company which became Vistar, where Craig served in areas of increasing responsibility in marketing, sales, purchasing and operations.
“Craig has been a strong leader for PFG and a strong voice for our industry, serving as a board member and current Chairman of the Board of Directors of the International Foodservice Distributors Association,” said Mr. Holm. “Throughout his career with us he has helped PFG grow across multiple businesses, and I am looking forward to his partnership as he oversees our operating divisions.”
In his new role, Mr. Hagerty continues as a key member of PFG’s senior leadership team, with additional responsibilities as the company’s Chief Commercial Officer. Mr. Hagerty has served as Executive Vice President of PFG and Chief Executive Officer of Vistar since 2018. Prior to this, he was Senior Vice President of PFG and President & CEO of Vistar. He also served as Vice President and Chief Operating Officer and Vice President of Merchandising. Mr. Hagerty’s career with PFG began in 1994, with Multifoods Distribution Group, which became Vistar in 2002 and Performance Food Group in 2008. His industry leadership includes serving as the Chairman of the Board for the National Automatic Merchandising Association (NAMA), the trade association for the vending and office coffee service industry, in 2017.
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“We are fortunate to have Pat’s broad experience on PFG’s leadership team and in this new role for our company,” said Mr. Holm. “He has been a driving force as PFG has pursued our growth strategy, including broadening our focus in the convenience channel. I’m looking forward to working with him as PFG takes advantage of his expertise in multi-channel strategy across our total enterprise, to drive new and continuing successes for PFG.”
Performance Food Group is uniquely positioned as a leader across food and foodservice distribution, serving a wide variety of customers including independent and chain restaurants, businesses, schools and healthcare facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. The company expects to cross-sell products and services across these channels, with a focus on growing the independent restaurant business and expanding food and foodservice offerings to convenience stores. Supporting this expansion, the company has completed several acquisitions in both foodservice and convenience store distribution over the past several years, more than doubling annual run-rate revenue since fiscal 2019.
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.
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