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)
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