Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Election
On November 26, 2019, the Board of Directors (the "Board") of Performance Food
Group Company (the "Company") appointed Barbara J. Beck, Matthew C. Flanigan and
David V. Singer to the Board, effective immediately, to serve until the
Company's 2020 annual meeting of stockholders and until the election and
qualification of his or her successors or until his or her earlier resignation
or removal. The Board has determined that Ms. Beck and Messrs. Flanigan and
Singer each qualifies as an independent director under the corporate governance
standards of the New York Stock Exchange, the Company's Corporate Governance
Guidelines and the applicable rules of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Ms. Beck (59) has served as advisor to American Securities, the private equity
owner of Learning Care Group, Inc. ("Learning Care Group"), a leading for-profit
early education and child-care provider in North America, since July 2019. Ms.
Beck also serves on the Executive Council of American Securities. Ms. Beck
joined Learning Care Group in 2011 as Chief Executive Officer and served as the
Chief Executive Officer of Learning Care Group until July 2019. Prior to joining
Learning Care Group, Ms. Beck spent nine years as an executive of Manpower Inc.,
a world leader in the employment services industry. From 2006 to 2011, Ms. Beck
was President of Manpower's EMEA operations, overseeing Europe (excluding
France), the Middle East and Africa. She previously served as Executive Vice
President of Manpower's U.S. and Canada business unit from 2002 to 2005. Prior
to joining Manpower, Ms. Beck was an executive of Sprint, a global
communications company, serving in various operating and leadership roles for 15
years. Ms. Beck currently serves on the board of directors of Ecolab Inc. The
Board appointed Ms. Beck to serve on the Company's Compensation and Human
Resources Committee and Technology Committee, effective November 26, 2019.
Mr. Flanigan (57) served as Chief Financial Officer of Leggett & Platt,
Incorporated ("Leggett & Platt") from 2003 to May 2019. He previously served
Leggett & Platt as Executive Vice President from 2013 to May 2019, Senior Vice
President from 2005 to 2013, Vice President from 2003 to 2005, Vice President
and President of the Office Furniture Components Group from 1999 to 2003, and in
various capacities since 1997. Mr. Flanigan currently serves on the board of
directors of Jack Henry & Associates, Inc., as the Lead Director. The Board
appointed Mr. Flanigan to serve as Chairperson of the Company's Audit Committee
and as a member of the Technology Committee, effective November 26, 2019.
Mr. Singer (64) was the Chief Executive Officer of Snyder's-Lance, Inc., a
leading snack food company, from 2010 to 2013 and President and Chief Executive
Officer of Lance, Inc. from 2005 to 2010. He previously was Executive Vice
President and Chief Financial Officer of Coca-Cola Bottling Company Consolidated
from 2001 to 2005. He currently serves on the board of directors of Brunswick
Corporation, Flowers Foods, Inc., Hanesbrands, Inc. and SPX Flow, Inc. The Board
appointed Mr. Singer to serve on the Company's Nominating and Corporate
Governance Committee and Compensation and Human Resources Committee, effective
November 26, 2019.
The compensation of each of Ms. Beck and Messrs. Flanigan and Singer for his or
her services as a non-employee director will be consistent with that of the
Company's other non-employee directors. The cash portion of his or her
compensation will be prorated from the date of his or her appointment.
Other than the standard compensation arrangement described above, there is no
arrangement or understanding between Ms. Beck and Messrs. Flanigan and Singer
and any other person pursuant to which he or she was selected as a director.
Ms. Beck and Messrs. Flanigan and Singer do not have 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 November 26, 2019, the Company issued a press release announcing the
appointment of Ms. Beck and Messrs. Flanigan and Singer to the Board. 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
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.
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Item 9.01. Financial Statements and Exhibits.
Exhibit Description
99.1 Press Release of Performance Food Group Company
104 Cover page Interactive Data File (embedded within Inline XBRL Document)
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