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): December 2, 2016
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 2, 2016, Performance Food Group Company (the “Company”) held its 2016 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 October 17, 2016 (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 I directors for a three-year term expiring at the Company’s 2019 annual meeting of stockholders or until their respective successors are duly elected and qualified:
| Votes Cast For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| George L. Holm |
85,969,605 | 9,175,225 | 1,969,156 | |||||||||
| Arthur B. Winkleblack |
83,278,836 | 11,865,994 | 1,969,156 | |||||||||
| John J. Zillmer |
86,215,115 | 8,929,715 | 1,969,156 | |||||||||
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 2017.
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 97,015,520 |
78,614 | 19,852 | 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 | |||
| 89,761,784 |
5,230,685 | 152,361 | 1,969,156 |
Proposal No. 4 – Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years as set forth below.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 89,828,638 |
3,162,976 | 1,744,874 | 408,342 | 1,969,156 |
In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
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: December 2, 2016 | By: | /s/ A. Brent King | ||||
| Name: | A. Brent King | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||