PFGC 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): July 18, 2024

 

Performance Food Group Company

(Exact name of Registrant as Specified in Its 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)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

Not Applicable

(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 Instructions A.2. below):

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PFGC	New York Stock Exchange

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. ☐

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2024, Patrick T. Hagerty, Executive Vice President and Chief Commercial Officer of Performance Food Group Company (the “Company”) notified the Company of his intention to retire and resign from his position as Executive Vice President and Chief Commercial Officer. On the same date, the Human Capital and Compensation Committee of the Board of Directors of the Company authorized a letter agreement with Mr. Hagerty (the “Letter Agreement”) setting forth the terms of Mr. Hagerty’s voluntary retirement from the Company on January 4, 2025 (the “Retirement Date”). On July 19, 2024, the Company and Mr. Hagerty entered into the Letter Agreement.

The Letter Agreement provides that, until the Retirement Date, Mr. Hagerty will continue to receive his current base salary and benefits and continue to vest in any outstanding equity. Following the Retirement Date, Mr. Hagerty will provide consulting services for the Company through June 30, 2025 (the “Consulting Period”). In consideration for such services and subject to Mr. Hagerty’s agreement to certain standard terms and conditions, Mr. Hagerty will receive aggregate payments of $312,500 for the Consulting Period, a portion of which will be paid at the conclusion of the Consulting Period, subject to Mr. Hagerty’s execution and nonrevocation of a release of claims in favor of the Company. The Letter Agreement further provides that Mr. Hagerty will be eligible to receive (i) a fiscal year 2025 equity award in the form of restricted stock with a grant date value of $750,000, which will vest over 12 months following the date of grant, (ii) Company-paid participation in the Company’s group health plans during the Consulting Period and (iii) for a period of two years following the Retirement Date, Company-provided executive physicals. Mr. Hagerty will remain eligible to receive 50% of his fiscal 2025 annual bonus for fiscal 2025 at the actual level of performance and will continue to vest in the unvested portions of any equity awards that are unvested and outstanding as of the Retirement Date, subject to the terms of the applicable award agreements. Mr. Hagerty will also be eligible for “retirement” vesting of his unvested and outstanding equity awards at the conclusion of the Consulting Period in accordance with the terms of such awards. Mr. Hagerty is also subject to certain restrictive covenants under the Letter Agreement, including customary confidentiality covenants as well as non-competition and non-solicitation restrictions for a period of 18 months following the end of the Consulting Period.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Letter Agreement, dated July 19, 2024, between the Company and Patrick T. Hagerty
104		Cover page Interactive Data File (embedded within Inline XBRL document)

 

 

 

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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 thereunto duly authorized.

 

		PERFORMANCE FOOD GROUP COMPANY
Date: July 22, 2024		By:	/s/ A. Brent King
			A. Brent King
			Executive Vice President, General Counsel and Secretary

 

 

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Exhibit 10.1

 

July 19, 2024

 

Mr. Patrick T. Hagerty

EVP, Chief Commercial Officer

PFG - Performance Food Group

 

Dear Pat,

This letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your continuing employment with and retirement from Performance Food Group, Inc. (“PFG” or the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”), and your services as a consultant to the Company following your retirement. You and PFG may also be referred to below as the “Parties.”

 

 

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If you agree to the terms set forth in this Letter Agreement, please indicate your agreement and acceptance by voluntarily signing this Letter Agreement in the spaces provided and return the original of each document to me.

[SIGNATURE PAGE FOLLOWS]

 

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Pat, I recognize and appreciate your valuable contributions to PFG over the years and wish you all the best in your future endeavors.

 

PERFORMANCE FOOD GROUP COMPANY

 

By: /s/ George L. Holm____________

George L. Holm

Chairman & Chief Executive Officer

 

Agreed and accepted:

/s/ Patrick T. Hagerty____________

Patrick T. Hagerty

 

 

Date: July 19, 2024

 

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EXHIBIT A

RELEASE

In consideration of the payment offered to me by Performance Food Group, Inc. (the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”) in Section 2(c)(ii) of the letter agreement dated as of July 19, 2024 (the “Letter Agreement”), I on behalf of myself, and on behalf of my heirs, executors, administrators, representatives, successors, and assigns (the “Releasors”), hereby release, acquit, and forever discharge the Company, all of its past, present and future subsidiaries and affiliates (including, without limitation, all other members of the Company Group), and all of their respective directors, officers, employees, agents, trustees, partners, shareholders, consultants, independent contractors and representatives, insurers, and all of their respective heirs, successors, and assigns and all persons acting by, through, under or in concert with them (the “Releasees”) from any and all claims, charges, complaints, obligations, promises, agreements, controversies, damages, remedies, demands, actions, causes of action, suits, rights, costs, debts, expenses and liabilities of every kind whatsoever, in law or in equity, known or unknown, suspected or unsuspected, whether or not mature or ripe (collectively, “Claims”) which I or any of the other Releasors ever had, now have or may hereafter claim to have against any of the Releasees by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time through the date upon which I sign this Release, including, but not limited to, any such Claims (a) arising out of or relating in any way to my employment with the Company or any of the other Releasees, (b) arising out of or relating to tort, fraud or defamation, and (c) arising under any federal, state local or foreign statute or regulation, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) (“ADEA”), the Americans With Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the Equal Pay Act, the Genetic Information Non-Discrimination Act, the Immigration Reform and Control Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act, the Fair Credit Reporting Act, the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514A, also known as the Sarbanes Oxley Act, the Securities Exchange Act of 1934, the Immigration Reform and Control Act, the National Labor Relations Act, and the Labor Management Relations Act, the Fair Labor Standards Act (if and to the extent such claims may be waived by private agreement), and the Colorado Anti-Discrimination Act, the Colorado Minimum Wage Order, the Colorado Labor Relations Act, and the Colorado Labor Peace Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) relating to wrongful employment termination; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and me; provided, however, that notwithstanding the foregoing, nothing contained in this Release shall in any way diminish or impair: (I) any rights I may have to vested benefits under the Company’s health, welfare and qualified retirement plans; (II) my ability to bring proceedings to enforce the Letter Agreement; (III) any Claims I may have that cannot be waived under applicable law, such as unemployment benefits, workers’ compensation and disability benefits; (IV) any rights I may have to indemnification in my capacity as a current or former officer of the Company or any other member of the Company Group; or (V) my right to challenge the validity of the release of ADEA claims set forth in this Release.

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I acknowledge and agree that:

A. The benefits I am receiving under the Letter Agreement constitute consideration over and above any benefits that I might be entitled to receive without executing this Release.

B. The Company has advised me in writing to consult with an attorney prior to signing this Release.

C. I have been given the opportunity to seek the advice of counsel.

D. I have carefully read and fully understand all of the provisions of this Release.

E. In no event may I sign this Release prior to the later of the Departure Date or at the end of the Consulting Period, as defined above.

F. I was given a period of at least twenty-one (21) days following the end of the Consulting Period (as defined in the Letter Agreement) within which to consider this Release.

G. Changes to this Release, whether material or immaterial, will not restart the running of the twenty-one (21)-day period for my execution of this Release.

D. The Company has advised me of my statutory right to revoke my agreement to this Release at any time within seven (7) days of my signing this Release by delivering written notice of such revocation to A. Brent King, EVP, Secretary and General Counsel, Performance Food Group, 12500 West Creek Parkway, Richmond, Virginia 23238 (brent.king@pfgc.com) and this Release shall become final and binding if no such notice of revocation is received by the Company within such seven (7) day period.

I warrant and represent that my decision to sign this Release was (1) entirely voluntary on my part; (2) not made in reliance on any inducement, promise, or representation, whether express or implied, other than the inducements, representations, and promises expressly set forth herein and in the Letter Agreement; and (3) did not result from any threats or other coercive activities to induce my agreement to this Release.

This Agreement will not become effective until the eighth (8th) calendar day after the date on which I execute it. If I exercise my right to revoke this Release within seven (7) days of my execution of this Release, I (1) warrant and represent that I shall notify the Company, through Mr. King, in writing, in accordance with the attached Letter Agreement, of my revocation of this Release; (2) this Release shall be of no force or effect; and (3) I shall have no right to the payments or benefits set forth in Section 2(c)(ii) of the Letter Agreement.

Except as otherwise provided for in the Letter Agreement, I acknowledge that I have been paid by the Company for all hours worked as an employee of the Company and am in receipt of all amounts due from the Company or any other Releasees, including but not limited to the following: (1) all wages, incentive compensation and bonuses and (2) reimbursement for all reasonable and necessary business travel and entertainment expenses incurred by me on behalf of the Company. I also acknowledge and represent that: (i) I have suffered no injuries or occupational diseases arising out of or in connection with my employment with the Company; (ii) I have received all leave to which I was entitled under the Family and Medical Leave Act (“FMLA”) or similar state law; (iii) I am not currently aware of any facts or circumstances constituting a violation of the FMLA or the Fair Labor Standards Act or similar state law by the Company or any of the other Releasees; (iv) I am not aware of any facts that may constitute violations of the Company’s Code of Conduct and/or legal obligations, including the federal securities laws; and

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(v) I have not filed any employment discrimination, wrongful discharge, wage and hour, or any other complaints or charges in any local, state or federal court, tribunal, or administrative agency against the Company or any of the other Releasees.

Nothing in this Release or the Letter Agreement precludes me from filing a charge or complaint with, or voluntarily participating in an investigation or proceeding conducted by the National Labor Relations Board, the EEOC (or other similar state or local agency), the U.S. Department of Labor, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information, or from testifying truthfully in the course of any administrative, legal or arbitration proceeding, provided that the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege, as I understand that the Company Group does not authorize the waiver of the attorney-client privilege or work product protection or any other privilege or protection belonging to the Company Group.

 

 

Signature: ________________________________

Patrick T. Hagerty

 

Date: ____________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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v3.24.2

Document and Entity Information	Jul. 18, 2024
Cover [Abstract]
Entity Registrant Name	Performance Food Group Company
Amendment Flag	false
Entity Central Index Key	0001618673
Document Type	8-K
Document Period End Date	Jul. 18, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-37578
Entity Tax Identification Number	43-1983182
Entity Address, Address Line One	12500 West Creek Parkway
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23238
City Area Code	804
Local Phone Number	484-7700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	PFGC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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