Performance Food Group Co 8-K, filed Apr 13, 2020
Performance Food Group Co (PFGC)
8-K
2020-04-13
For: 2020-04-13
View Original
Added on
April 09, 2026
About this 8-K
Performance Food Group Co filed this 8-K on April 13, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): April 13, 2020
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (804 )
484-7700
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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 7.01 |
Regulation FD Disclosure
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On April 13, 2020, Performance Food Group Company (the “Company”) issued a press release announcing several corporate actions to strengthen its business and improve its
cash position during the novel coronavirus pandemic, including the decision of the board of directors and the executive officers of the Company to defer 25% of their board fees and salary, respectively, for the period commencing on April 6, 2020,
through December 31, 2020 or at such time as approved by the Compensation Committee, and its decision to furlough or eliminate approximately 3,000 of its 25,000 employees. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and
incorporated by reference in this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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| 99.1 | ||
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104
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Cover page Interactive Data File (embedded within Inline XBRL document)
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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
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Date:
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April 13, 2020
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By:
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/s/ A. Brent King
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A. Brent King
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Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
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NEWS RELEASE
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For Immediate Release
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Investors:
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Media:
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April 13, 2020
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Bill Marshall
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Trisha Meade
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Vice President, Investor Relations
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Director, Communications & Engagement
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(804) 287-8108
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(804) 285-5390
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bill.marshall@pfgc.com
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mediarelations@pfgc.com
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Performance Food Group Company Provides Update on Partnerships and Corporate Actions
RICHMOND, Va. – Performance Food Group Company (PFG or the company) (NYSE: PFGC) today announced several updates on actions it has taken during the novel coronavirus
pandemic (COVID-19).
“During the COVID-19 pandemic we have made important decisions to protect the organization,” said George Holm, PFG Chairman, President & CEO. “Many of these moves are
opening new lines of business and providing important resources to the communities and customers we serve. There are other decisions that are difficult for any company to make, but necessary during challenging times. We are confident that we have
taken the appropriate steps and look forward to a time when we can resume a more normal operating environment."
An update to the actions our company has made to support our customers and communities and to manage our cost base
include:
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Distributing groceries to approximately 1,000 grocery locations as PFG builds out its distribution capabilities to this channel
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Supporting our customers and communities by partnering with Fahrenheit Advisors to produce a webinar series that offers operator insights in the areas of liquidity, employee
management and business strategy – all through the lens of recently passed legislation
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Providing online resources and links to assist and guide customers with resources to secure small business loans and access to free safety training courses
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Supporting the restaurant industry through the website showmetheeats.com, a publicly available
resource showing restaurant locations that are open for business
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Continuing and expanding our partnerships with local foodbanks to meet the growing food insecurity across the country
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The company has taken the following measures to protect its long-term financial position:
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Furloughed or eliminated a total of approximately 3,000 positions across the organization
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Deferred 25% of senior management’s base compensation and 25% of board of directors' cash fees for the period commencing on April 6, 2020, through December 31, 2020 or at such
time as approved by the Compensation Committee
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Further reduction in capital expenditure activities
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These actions are in addition to the previously announced items disclosed in the March 30, 2020 press release including:
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Drew $400 million from the $3.0 billion credit facility which was put to cash on the company's balance sheet
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Suspended our share repurchase program
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About Performance Food Group Company
Built on the many proud histories of our family of companies, Performance Food Group is a customer-centric foodservice distribution leader headquartered in Richmond,
Virginia. Grounded by roots that date back to a grocery peddler in 1885, PFG today has a nationwide network of over 100 distribution centers, over 20,000 talented associates and thousands of valued suppliers across the country. With the goal of
helping our customers thrive, we market and deliver quality food and related products to over 200,000 locations including independent and chain restaurants, schools, business and industry locations, healthcare facilities, vending distributors, office
coffee service distributors, big box retailers, theaters and convenience stores. Building strong relationships is core to PFG’s success – from connecting associates with great career opportunities to connecting valued suppliers and quality products
with PFG’s broad and diverse customer base. To learn more about PFG, visit pfgc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, all statements that do not relate solely to historical or current facts. You can identify these forward-looking statements by the use of
words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable
words.
Such forward-looking statements are subject to various risks and
uncertainties, including but not limited to the factors discussed under the section entitled “Risk Factors” in PFG’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019 filed with the Securities and Exchange Commission (the “SEC”) on
August 16, 2019, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, which could cause actual future results to differ materially from those expressed in any forward-looking
statements. Such factors include:
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the impact of COVID-19 on the global markets and the restaurant industry specifically is currently unknown;
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competition in our industry is intense, and we may not be able to compete successfully;
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we operate in a low margin industry, which could increase the volatility of our results of operations;
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we may not realize anticipated benefits from our operating cost reduction and productivity improvement efforts;
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our profitability is directly affected by cost inflation or deflation and other factors;
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we do not have long-term contracts with certain of our customers;
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group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these
organizations;
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changes in eating habits of consumers;
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extreme weather conditions;
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our reliance on third-party suppliers;
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labor relations and costs risks and availability of qualified labor;
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volatility of fuel and other transportation costs;
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inability to adjust cost structure where one or more of our competitors successfully implement lower costs;
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we may be unable to increase our sales in the highest margin portions of our business;
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changes in pricing practices of our suppliers;
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our growth strategy may not achieve the anticipated results;
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risks relating to acquisitions, including the risks that we are not able to realize benefits of acquisitions or successfully integrate the
businesses we acquire;
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environmental, health, and safety costs;
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the risk that we fail to comply with requirements imposed by applicable law or government regulations;
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our reliance on technology and risks associated with disruption or delay in implementation of new technology;
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costs and risks associated with a potential cybersecurity incident or other technology disruption;
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product liability claims relating to the products we distribute and other litigation;
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adverse judgments or settlements;
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negative media exposure and other events that damage our reputation;
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anticipated multiemployer pension related liabilities and contributions to our multiemployer pension plan;
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decrease in earnings from amortization charges associated with acquisitions;
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impact of uncollectibility of accounts receivable;
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difficult economic conditions affecting consumer confidence;
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departure of key members of senior management;
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risks relating to federal, state, and local tax rules;
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the cost and adequacy of insurance coverage;
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risks relating to our outstanding indebtedness; and
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our ability to maintain an effective system of disclosure controls and internal control over financial reporting.
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Any forward-looking statement, including any contained herein, speaks only as of the time of this press release and we do not undertake
to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this press release that may affect the accuracy of any forward-looking statement, except as required by law.