Business Context and Reporting Period
This Form 8-K Current Report was filed by Performance Food Group Company on May 16, 2018. The filing primarily addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on personnel appointments rather than financial performance data.
Material Changes
The material change reported is the appointment of Randall N. Spratt to the Board of Directors, effective immediately on May 16, 2018. Mr. Spratt was appointed as a Class III director and has been determined to qualify as an independent director under NYSE corporate governance standards and Section 10A(m)(3) of the Exchange Act.
Management Commentary and Governance Details
- Background: Mr. Spratt most recently served as Executive Vice President, Chief Information Officer, and Chief Technology Officer for McKesson Corporation (2009–2015). He joined McKesson in 1999 and held various executive roles prior to his CIO/CTO tenure.
- Other Board Service: He currently serves on the boards of Imperva, Inc. (audit and compensation committees) and Interactive Health Holdings.
- Compensation: His compensation will be consistent with other non-employee directors, with the cash portion prorated from the date of appointment.
- Conflicts of Interest: The filing states Mr. Spratt has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the independence status of Randall N. Spratt against current NYSE listing standards.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Confirm the prorated compensation structure for the remainder of the fiscal year.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.