Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - PINNACLE FOODS INC. | ex991pressrelease9102015.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
ý | CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): September 9, 2015
Commission File Number 001-35844
___________________________________
Pinnacle Foods Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware | 35-2215019 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
399 Jefferson Road Parsippany, New Jersey | 07054 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (973) 541-6620
_________________
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) On September 9, 2015, Mr. Jason Giordano tendered his resignation as a member of the Board of Directors (the “Board”) of Pinnacle Foods Inc. (“the Company”), effective September 11, 2015. Mr. Giordano is a non-independent member of the Board, and he is currently a managing director in the private equity group at Blackstone, the Company’s former majority shareholder. Mr. Giordano’s resignation is not in connection with any known disagreement with the Company. Mr. Giordano’s membership on the Company’s Nominating and Corporate Governance Committee will also cease upon his resignation.
(d) On September 9, 2015, the Board elected Mr. Ioannis Skoufalos, Global Product Supply Officer of the Procter & Gamble Company, as an independent director of the Company, effective September 16, 2015. Mr. Skoufalos will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee. The Company expects Mr. Skoufalos to stand for election at the annual meeting of shareholders in 2018.
Mr. Skoufalos’ compensation for his services as a director will be consistent with that of the Company’s other independent non-employee directors, except that he will receive a pro rata portion of the annual board member retainer for service on the Board (currently $80,000 per year). Additionally, Mr. Skoufalos will also receive the Company’s annual Board equity award of restricted stock, pro-rated for Board service during the 2015 fiscal year, and representing the full annual equity award for Board service through the 2016 fiscal year (currently based on a grant date fair value of $150,000 per year) on the date of the Company’s 2016 annual shareholder meeting.
Other than the standard compensation arrangements described above, there are no arrangements or understandings between Mr. Skoufalos and any other person pursuant to which he was elected as a director. Mr. Skoufalos is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company to announce the election of Mr. Skoufalos and the resignation of Mr. Giordano is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description of Exhibit | |
99.1 | Press release issued by Pinnacle Foods Inc., dated September 10, 2015. | |
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 thereto duly authorized.
PINNACLE FOODS INC
By: | /s/ CRAIG STEENECK | |
Name: | Craig Steeneck | |
Title: | Executive Vice President and Chief Financial Officer | |
Date: | September 10, 2015 | |
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
99.1 | Press release issued by Pinnacle Foods Inc., dated September 10, 2015. | |