Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e) Compensatory Arrangements of Certain Officers.
On August 23, 2021, the Board of Directors (the Board) of Core-Mark Holding Company Inc. (the Company) approved the Core-Mark
Holding Company, Inc. Executive Change in Control Severance Pay Plan (the Executive Severance Plan) in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 17, 2021, by and
among the Company, Performance Food Group Company, Longhorn Merger Sub I, Inc., and Longhorn Merger Sub II, LLC (the Merger Agreement), including the merger of Longhorn Merger Sub I, Inc. with and into the Company (the
merger).
Under the Executive Severance Plan, employees of the Company with the title of Vice President, Senior Vice President or Executive
Vice President (participants) are eligible for severance in the event of a participants termination of employment by the Company without cause or by the participant for good reason during the period
commencing on the effective time of the merger and ending on the date that is twelve (12) months thereafter (a Qualifying Termination).
The Executive Severance Plan provides that participants are eligible to receive a cash severance payment upon a Qualifying Termination, the amount of which is
determined based on the participants years of service with the Company, as set forth in the following table:
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Less than 2 years of service 2 months of base salary and target bonus.
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Between 2 and 5 years of service 4 months of base salary and target bonus.
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Between 5 and 10 years of service 8 months of base salary and target bonus.
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Between 10 and 20 years of service 12 months of base salary and target bonus.
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More than 20 years of service 18 months of base salary and target bonus.
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Additionally, Vice Presidents and Senior Vice Presidents are eligible for a minimum benefit payment equal to 12 months of base salary and target bonus and
Executive Vice Presidents are eligible for a minimum benefit of payments equal to 18 months of base salary and target bonus. No severance payment will exceed 18 months of base salary and target bonus. Participants are also entitled to receive a
prorated bonus for the year in which a Qualifying Termination occurs, with the amount of such prorated bonus equal to the product of (a) the participants target bonus for the year in which the Qualifying Termination occurs, and (b) a
fraction, the numerator of which is the number of days from January 1 through the date of the Qualifying Termination, and the denominator of which is 365. In addition, upon a Qualifying Termination, the Company will provide reimbursement for
the cost of COBRA premiums for the number of months for which the participant receives the severance payments.
All severance benefits under the Executive
Severance Plan are conditioned on the participant signing and not revoking a general release of claims. The Executive Severance Plan does not provide for any excise tax gross-up payments.
The foregoing description of the Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the complete copy
of the Executive Severance Plan attached hereto as Exhibit 10.1.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On August 25, 2021, the Company held a special meeting of the Companys stockholders (the Special Meeting), at
which holders of 38,293,588 shares of common stock were present in person or by proxy, representing 84.8% of the voting power of the shares of the Companys common stock as of July 13, 2021, the record date for the Special Meeting, and
constituting a quorum for the transaction of business. Each of the proposals listed below is described in more detail in the definitive proxy statement/prospectus filed July 14, 2021, and incorporated herein by reference. A summary of the
voting results at the Special Meeting for each of the proposals is set forth below:
1. Merger Agreement Proposal. The stockholders
adopted the Merger Agreement. The voting results for this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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35,180,907
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3,054,606
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58,075
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0
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