Performance Food Group Company
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):
March 2, 2007
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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0-22192
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54-0402940 |
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| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer Identification No.) |
| of Incorporation)
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File Number) |
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| 12500 West Creek Parkway, Richmond, Virginia
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23238 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (804) 484-7700
(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
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2007, the Compensation Committee (the “Committee”) of the Board of Directors
of Performance Food Group Company, a Tennessee corporation (the “Company”) approved the award to
certain of the Company’s employees of shares of restricted stock and stock appreciation rights to
be settled in shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
Below is the number of stock appreciation rights and restricted shares awarded to the individuals
that were identified as “named executive officers” in the Company’s proxy statement for its 2006
annual meeting of shareholders and those individuals that are expected to be identified as the
Company’s “named executive officers” in its proxy statement for its 2007 annual meeting
shareholders:
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Stock |
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Restricted |
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Appreciation |
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Share |
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Title |
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Rights |
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Award |
Robert C. Sledd
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Chairman
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—
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Steve Spinner
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President and Chief
Executive Officer
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37,800 |
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9,000 |
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Tom Hoffman
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Senior Vice President and
Chief Executive Officer -
Customized Segment
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10,500 |
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3,500 |
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John D. Austin
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Senior Vice President and
Chief Financial Officer
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14,700 |
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3,500 |
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Joseph J. Paterak,
Jr.
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Senior Vice President of
Strategy and Support
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9,450 |
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2,250 |
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Charlotte L. Perkins
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Chief Human Resources Officer
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8,400 |
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2,000 |
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In addition to the employees identified above, Keith Middleton, the Company’s Senior Vice
President and Controller, was awarded 4,748 stock appreciation rights and 1,583 shares of
restricted stock.
The stock appreciation rights, which, like the restricted shares, vest on March 2, 2011, have
a grant price equal to $29.46 per share, the closing market price for the Common Stock on The
Nasdaq Global Select Market on the date of grant, and expire ten years from the date of grant. The
stock appreciation rights will be settled in shares of Common Stock and provide for a maximum
appreciation of $60 per right. The stock appreciation rights, which were awarded pursuant to the
Performance Food Group Company 2003 Equity Incentive Plan (the “Plan”), vest and become exercisable
upon the occurrence of a change in control or potential change in control, as those terms are
defined in the Plan. Each recipient’s stock appreciation right award agreement contains provisions
dealing with, among other things, (i) the effect, on the award, of the termination of the grantee’s
service as an employee of the Company whether by early or normal retirement, disability, death, or
voluntary or involuntary termination; (ii) the stock appreciation rights’ transferability; and
(iii) the manner in which the grantee can exercise the stock appreciation rights.
The form of stock appreciation rights agreement is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
On March 2, 2007, the Committee also approved the following base salary levels,
effective March 1, 2007:
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2007 |
| Name |
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Title |
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Base Salaries |
Steve Spinner
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President and Chief Executive
Officer
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655,000 |
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Tom Hoffman
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Senior Vice President,
President and Chief Executive
Officer — Customized Segment
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$ |
360,000 |
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John D. Austin
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Senior Vice President and Chief
Financial Officer
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$ |
353,000 |
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Joseph J. Paterak, Jr.
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Senior Vice President of
Strategy and Support
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$ |
302,000 |
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Charlotte L. Perkins
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Chief Human Resources Officer
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$ |
270,000 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Stock Appreciation Right Award Agreement
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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By: |
/s/ John D. Austin
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Name: |
John D. Austin |
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Title: |
Senior Vice President and
Chief Financial Officer |
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Date: March 6, 2007
EXHIBIT INDEX
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| Exhibit |
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Description |
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10.1 |
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Form of Stock Appreciation Right Award Agreement |