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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/23 Performance Food Group Co. 10-K 7/01/23 116:21M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.17M
2: EX-4.8 Instrument Defining the Rights of Security Holders HTML 72K
3: EX-10.21 Material Contract HTML 110K
4: EX-21.1 Subsidiaries List HTML 65K
5: EX-23.1 Consent of Expert or Counsel HTML 33K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
15: R1 Document and Entity Information HTML 106K
16: R2 Consolidated Balance Sheets HTML 138K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
18: R4 Consolidated Statements of Operations HTML 104K
19: R5 Consolidated Statements of Comprehensive Income HTML 61K
20: R6 Consolidated Statements of Shareholders' Equity HTML 107K
21: R7 Consolidated Statements of Cash Flows HTML 151K
22: R8 Reconciliation of Cash and Restricted Cash HTML 43K
23: R9 Pay vs Performance Disclosure HTML 45K
24: R10 Insider Trading Arrangements HTML 39K
25: R11 Summary of Business Activities HTML 44K
26: R12 Summary of Significant Accounting Policies and HTML 118K
Estimates
27: R13 Recently Issued Accounting Pronouncements HTML 52K
28: R14 Business Combinations HTML 133K
29: R15 Goodwill and Other Intangible Assets HTML 268K
30: R16 Concentration of Sales and Credit Risk HTML 39K
31: R17 Property, Plant, and Equipment HTML 100K
32: R18 Debt HTML 170K
33: R19 Derivatives and Hedging Activities HTML 249K
34: R20 Insurance Program Liabilities HTML 64K
35: R21 Fair Value of Financial Instruments HTML 39K
36: R22 Leases HTML 271K
37: R23 Income Taxes HTML 262K
38: R24 Retirement Plans HTML 43K
39: R25 Commitments and Contingencies HTML 56K
40: R26 Related-Party Transactions HTML 42K
41: R27 Earnings Per Share ("Eps") HTML 87K
42: R28 Stock-based Compensation HTML 242K
43: R29 Segment Information HTML 406K
44: R30 Schedule 1 - Registrant's Condensed Financial HTML 286K
Statements
45: R31 Summary of Significant Accounting Policies and HTML 185K
Estimates (Policies)
46: R32 Business Combinations (Tables) HTML 116K
47: R33 Goodwill and Other Intangible Assets (Tables) HTML 271K
48: R34 Property, Plant, and Equipment (Tables) HTML 96K
49: R35 Debt (Tables) HTML 122K
50: R36 Derivatives and Hedging Activities (Tables) HTML 226K
51: R37 Insurance Program Liabilities (Tables) HTML 61K
52: R38 Leases (Tables) HTML 261K
53: R39 Income Taxes (Tables) HTML 251K
54: R40 Earnings Per Common Share (Tables) HTML 83K
55: R41 Stock-based Compensation (Tables) HTML 206K
56: R42 Segment Information (Tables) HTML 397K
57: R43 Summary of Business Activities - Additional HTML 48K
Information (Detail)
58: R44 Summary of Significant Accounting Policies and HTML 82K
Estimates - Additional Information (Detail)
59: R45 Recently Issued Accounting Pronouncements - HTML 74K
Additional Information (Detail)
60: R46 Business Combinations - Additional Information HTML 116K
(Detail)
61: R47 Business Combinations - Summary of Purchase Price HTML 59K
for Acquisition (Detail)
62: R48 Business Combinations - Summary of Purchase Price HTML 71K
Allocation of Major Class of Assets Acquired and
Liabilities Assumed (Detail)
63: R49 Business Combinations - Summary of Unaudited HTML 37K
Pro-Forma Consolidated Financial Information
(Detail)
64: R50 Goodwill and Other Intangible Assets - Changes in HTML 61K
Carrying Amount of Goodwill (Detail)
65: R51 Goodwill and Other Intangible Assets - Schedule of HTML 83K
Intangible Assets by Major Category (Detail)
66: R52 Goodwill and Other Intangible Assets - Additional HTML 35K
Information (Detail)
67: R53 Goodwill and Other Intangible Assets - Estimated HTML 49K
Future Amortization Expense on Intangible Assets
(Detail)
68: R54 Concentration of Sales and Credit Risk - HTML 49K
Additional Information (Detail)
69: R55 Property, Plant, and Equipment - Summary of HTML 74K
Property Plant and Equipment (Detail)
70: R56 Property, Plant, and Equipment - Additional HTML 35K
Information (Detail)
71: R57 Debt - Schedule of Debt (Detail) HTML 62K
72: R58 Debt - Schedule of Debt (Parenthetical) (Detail) HTML 54K
73: R59 Debt - Additional Information (Detail) HTML 168K
74: R60 Debt - Summary of Outstanding Borrowings, HTML 50K
Availability, and Average Interest Rate under ABL
Facility (Detail)
75: R61 Debt - Summary of Outstanding Borrowings, HTML 43K
Availability, and Average Interest Rate under ABL
Facility (Parenthetical) (Detail)
76: R62 Debt - Schedule of Fiscal Year Maturities of Long HTML 52K
Term Debt Excluding Finance Lease Obligation
(Detail)
77: R63 Derivatives and Hedging Activities - Additional HTML 78K
Information (Detail)
78: R64 Derivatives and Hedging Activities - Schedule of HTML 47K
Outstanding Swap Agreements (Detail)
79: R65 Derivatives and Hedging Activities - Effect of HTML 59K
Interest Rate Swaps Designated in Hedging
Relationships on Consolidated Statement of
Operations (Detail)
80: R66 Derivatives and Hedging Activities - Summary of HTML 61K
Fair Value of Derivative Financial Instruments
(Detail)
81: R67 Derivatives and Hedging Activities - Summary of HTML 65K
Derivative Assets and Liability Balance by Type of
Financial Instrument Before and After Effects of
Offsetting (Detail)
82: R68 Insurance Program Liabilities - Summary of HTML 40K
Activity in All Types of Deductible Insurance
Program Liabilities (Detail)
83: R69 Fair Value of Financial Instruments - Additional HTML 44K
Information (Detail)
84: R70 Leases - Additional Information (Detail) HTML 79K
85: R71 Leases - Summary of Right-of-Use Assets and Lease HTML 66K
Liabilities in Consolidated Balance Sheet (Detail)
86: R72 Leases - Summary of Location of Lease Costs in HTML 46K
Consolidated Statement of Operations (Detail)
87: R73 Leases - Summary of Supplemental Cash Flow HTML 47K
Information related to Leases (Detail)
88: R74 Leases - Summary of Future Minimum Lease Payments HTML 72K
Under Non-Cancelable Leases (Detail)
89: R75 Income Taxes - Schedule of Income Tax Expense HTML 60K
(Benefit) (Detail)
90: R76 Income Taxes - Additional Information (Detail) HTML 48K
91: R77 Income Taxes - Schedule Effective Income Tax Rate HTML 53K
from Continuing Operation (Detail)
92: R78 Income Taxes - Schedule of Significant Deferred HTML 83K
Tax Assets and Liabilities (Detail)
93: R79 Retirement Plans - Additional Information (Detail) HTML 47K
94: R80 Commitments and Contingencies - Additional HTML 34K
Information (Detail)
95: R81 Related-Party Transactions - Additional HTML 40K
Information (Detail)
96: R82 Earnings Per Common Share - Additional Information HTML 35K
(Detail)
97: R83 Earnings Per Common Share - Schedule of HTML 68K
Reconciliation of Numerators and Denominators for
Basic and Diluted Earnings Per Common Share
Computations (Detail)
98: R84 Stock-based Compensation - Additional Information HTML 135K
(Detail)
99: R85 Stock-based Compensation - Summary of Stock Option HTML 91K
Activity (Detail)
100: R86 Stock-based Compensation - Summary of Weighted HTML 59K
Average Assumptions (Detail)
101: R87 Stock-based Compensation - Summary of Changes in HTML 69K
Nonvested Restricted Shares and Restricted Stock
Units (Detail)
102: R88 Segment Information - Additional Information HTML 47K
(Detail)
103: R89 Segment Information - Schedule of Segment HTML 68K
Reporting Information, by Segment (Detail)
104: R90 Segment Information - Schedule of Adjusted EBDITA HTML 67K
and Reconciliation to Consolidated Income Before
Taxes (Detail)
105: R91 Segment Information - Summary Assets by Reportable HTML 50K
Segment, Excluding Intercompany Receivables
(Detail)
106: R92 Segment Information - Summary Sales Mix for HTML 62K
Principal Product and Service Categories (Detail)
107: R93 Schedule 1 - Registrant's Condensed Financial HTML 96K
Statements - Condensed Balance Sheets (Detail)
108: R94 Schedule 1 - Registrant's Condensed Financial HTML 46K
Statements - Condensed Balance Sheets
(Parenthetical) (Detail)
109: R95 Schedule 1 - Registrant's Condensed Financial HTML 65K
Statements - Condensed Statements of Operations
and Comprehensive Income (Detail)
110: R96 Schedule 1 - Registrant's Condensed Financial HTML 97K
Statements - Condensed Statements of Cash Flows
(Detail)
111: R97 Schedule 1 - Registrant's Condensed Financial HTML 36K
Statements - Description of Performance Food Group
Company - Additional Information (Detail)
114: XML IDEA XML File -- Filing Summary XML 217K
112: XML XBRL Instance -- pfgc-20230701_htm XML 5.57M
113: EXCEL IDEA Workbook of Financial Report Info XLSX 240K
10: EX-101.CAL XBRL Calculations -- pfgc-20230701_cal XML 324K
13: EX-101.DEF XBRL Definitions -- pfgc-20230701_def XML 1.18M
12: EX-101.LAB XBRL Labels -- pfgc-20230701_lab XML 2.07M
14: EX-101.PRE XBRL Presentations -- pfgc-20230701_pre XML 1.68M
11: EX-101.SCH XBRL Schema -- pfgc-20230701 XSD 274K
115: JSON XBRL Instance as JSON Data -- MetaLinks 744± 1.17M
116: ZIP XBRL Zipped Folder -- 0000950170-23-043011-xbrl Zip 816K
| EX-4.8 |
Exhibit 4.8
DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of the capital stock of Performance Food Group Company (the “Company”). This description is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the “Bylaws”), copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K.
The Company’s purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “DGCL”). The Company’s authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, (“Common Stock”), and 100,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). Unless the Company’s Board of Directors (the “Board of Directors”) determines otherwise, the Company will issue all shares of its capital stock in uncertificated form.
Common Stock
Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including the election or removal of directors. The holders of Common Stock do not have cumulative voting rights in the election of directors. Upon the Company’s liquidation, dissolution, or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Stock having liquidation preferences, if any, the holders of Common Stock will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of Common Stock do not have preemptive, subscription, redemption, or conversion rights. The Common Stock is not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Common Stock. All shares of the Company’s outstanding Common Stock are fully paid and non-assessable. The rights, powers, preferences, and privileges of holders of Common Stock are subject to those of the holders of any shares of Preferred Stock that the Company may authorize and issue in the future.
Preferred Stock
The Certificate of Incorporation authorizes the Board of Directors to establish one or more series of Preferred Stock (including convertible preferred stock). The authorized shares of Preferred Stock are available for issuance generally without further action by the Company’s stockholders. The Board of Directors may determine, with respect to any series of Preferred Stock, the powers, including preferences and relative participations, optional or other special rights, and the qualifications, limitations, or restrictions thereof, of that series, including:
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the designation of the series; |
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the number of shares of the series, which the Board of Directors may, except where otherwise provided in the Preferred Stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding); |
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whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; |
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the dates at which dividends, if any, will be payable; |
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the redemption rights and price or prices, if any, for shares of the series; |
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the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company’s affairs; |
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whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible, and all other terms and conditions upon which the conversion may be made; |
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restrictions on the issuance of shares of the same series or of any other class or series; and |
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the voting rights, if any, of the holders of the series. |
The Company could issue a series of Preferred Stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of Common Stock might believe to be in their best interests or in which the holders of Common Stock might receive a premium for shares of Common Stock over the market price of the Common Stock. Additionally, the issuance of Preferred Stock may adversely affect the rights of holders of Common Stock by restricting dividends on the Common Stock, diluting the voting power of the Common Stock, or subordinating the liquidation rights of the Common Stock. As a result of these or other factors, the issuance of Preferred Stock could have an adverse impact on the market price of the Common Stock.
Dividends
Delaware law permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the Board of Directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.
Declaration and payment of any dividend will be subject to the discretion of the Board of Directors. The time and amount of dividends will depend upon the Company’s financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in the Company’s debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders, and any other factors the Board of Directors may consider relevant.
The Company has no current plans to pay dividends on the Common Stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board of Directors and will depend on, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions, and other factors that the Board of Directors may deem relevant. Because the Company is a holding company and has no direct operations, the Company will only be able to pay dividends from funds it receives from its subsidiaries. In addition, the Company’s ability to pay dividends will be limited by covenants in the Company’s existing indebtedness and may be limited by the agreements governing other indebtedness that the Company or its subsidiaries incur in the future.
Anti-Takeover Effects of the Certificate of Incorporation and the Bylaws and Certain Provisions of Delaware Law
The Certificate of Incorporation, the Bylaws, and Delaware law contain provisions that are summarized in the following paragraphs and that are intended to enhance the likelihood of continuity and stability in the composition of the Board of Directors. These provisions are intended to avoid costly takeover battles, reduce the Company’s vulnerability to a hostile change of control, and enhance the ability of the Board of Directors to maximize stockholder value in connection with any unsolicited offer to acquire the Company. However, these provisions may have an anti-takeover effect and may delay, deter, or prevent a merger or acquisition of the Company by means of a
tender offer, a proxy contest, or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of Common Stock held by stockholders.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange (“NYSE”), which would apply if and so long as the Common Stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Common Stock. Additional shares that may be issued in the future may be utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions, or employee benefit plans.
The Board of Directors may generally issue shares of Preferred Stock on terms calculated to discourage, delay, or prevent a change of control of the Company or the removal of the Company’s management. Moreover, authorized but unissued shares of Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions, or employee benefit plans.
One of the effects of the existence of unissued and unreserved Common Stock or Preferred Stock may be to enable the Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult, or discourage, an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby to protect the continuity of the Company’s management and possibly deprive the Company’s stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.
Business Combinations
The Company has opted out of Section 203 of the DGCL, which governs business combinations with interested stockholders; however, the Certificate of Incorporation contains similar provisions providing that the Company may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:
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prior to such time, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the Company’s voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
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at or subsequent to that time, the business combination is approved by the Board of Directors and by the affirmative vote of holders of at least 66 2⁄3% of the Company’s outstanding voting stock that is not owned by the interested stockholder. |
Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the Company’s outstanding voting stock. For purposes of this section only, “voting stock” means stock of any class or series entitled to vote generally in the election of directors.
Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Company for a three-year period. This provision may encourage companies interested in acquiring the Company to negotiate in advance with the Board of Directors because the stockholder approval requirement would be avoided if the Board of Directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These
provisions also may have the effect of preventing changes in the Board of Directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Director Vacancies
The Certificate of Incorporation provides that, subject to the rights granted to one or more series of Preferred Stock then outstanding, any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancies on the Board of Directors will be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, or by a sole remaining director.
No Cumulative Voting
Under Delaware law, the right to vote cumulatively does not exist unless a corporation’s certificate of incorporation specifically authorizes cumulative voting. The Certificate of Incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority of the shares of the Company’s stock entitled to vote generally in the election of directors will be able to elect all the Company’s directors. The lack of cumulative voting makes it more difficult for the Company’s existing stockholders to replace the Board of Directors as well as for another party to obtain control of the Company by replacing the Board of Directors. Because the Board of Directors has the power to retain and discharge the Company’s officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.
Special Stockholder Meetings
The Certificate of Incorporation provides that special meetings of the Company’s stockholders may be called at any time by or at the direction of the Board of Directors or the chair of the Board of Directors, or by the stockholders as may be permitted by the Bylaws. The Bylaws provide that the Board of Directors shall call a special meeting of the Company’s stockholders upon the written request of one or more stockholders owning in the aggregate at least 20% of the outstanding shares of Common Stock (which are determined to be Net Long Shares (as defined in the Bylaws) by the Board of Directors), subject to certain requirements as set forth in the Bylaws.
Director Nominations and Stockholder Proposals
The Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board of Directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide the Company with certain information. Generally, to be timely, a stockholder’s notice must be delivered to the Secretary of the Company at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the preceding year’s annual meeting of stockholders. The Bylaws also specify requirements as to the form and content of a stockholder’s notice. The Bylaws allow the chair of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings that may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of the Company.
Stockholder Action by Written Consent
The Certificate of Incorporation precludes stockholder action by written consent; provided however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more series, may be taken by written consent.
Amendments to Governing Documents
The Certificate of Incorporation and the Bylaws provide that the Board of Directors is expressly authorized to make, repeal, alter, amend or rescind, in whole or in part, the Bylaws without a stockholder vote in any matter not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation. Pursuant to the Certificate of Incorporation, any amendment, alteration, rescission, or repeal of the Bylaws by the Company’s stockholders requires the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of the Company’s stock entitled to vote thereon, voting together as a single class.
The Certificate of Incorporation provides generally that the Certificate of Incorporation may be amended, altered, repealed, or rescinded only by the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of the Company’s stock entitled to vote thereon, voting together as a single class.
Exclusive Forum
The Certificate of Incorporation provides that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer, or stockholder of the Company to the Company or the Company’s stockholders, (iii) action asserting a claim against the Company or any director, officer, or stockholder of the Company arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws, or (iv) action asserting a claim against the Company or any director, officer, or stockholder of the Company governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the forum provisions in the Certificate of Incorporation. However, the enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Computershare Trust Company, N.A.
Listing
The Common Stock is listed on the NYSE under the symbol “PFGC.”