8-K 1 d483445d8k.htm FORM 8-K Form 8-K

 

 

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): November 10, 2017

 

 

PERFORMANCE FOOD GROUP COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-37578   43-1983182

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

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)

 

 

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:

 

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.

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 10, 2017, Performance Food Group Company (the “Company”) held its 2017 annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 29, 2017 (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

At the annual meeting, the Company’s stockholders elected the persons listed below as Class II directors for a three-year term expiring at the Company’s 2020 annual meeting of stockholders or until their respective successors are duly elected and qualified:

 

     Votes Cast
For
     Votes
Withheld
     Broker
Non-Votes
 

Meredith Adler

     70,753,689        22,496,845        2,267,808  

Jeffrey M. Overly

     57,825,198        35,425,336        2,267,808  

Douglas M. Steenland

     69,825,961        23,424,573        2,267,808  

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 2018.

 

Votes Cast

For

 

Votes Cast

Against

 

Abstentions

 

Broker

Non-Votes

94,647,655

  298,473   572,214   N/A

Proposal No. 3 – Non-Binding Vote on Executive 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

89,813,340

  2,762,674   674,520   2,267,808


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: November 13, 2017     By:  

/s/ A. Brent King

    Name:   A. Brent King
    Title:   Senior Vice President, General Counsel and Secretary