UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PINNACLE FOODS INC.
(Name of Registrant as Specified In Its Charter)
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PINNACLE FOODS INC. 2018 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING
LETTER FROM OUR INDEPENDENT BOARD CHAIR |
April 20, 2018 |
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Dear Fellow Shareholders:
It is our pleasure to invite you to participate in the 2018 Annual Meeting of Shareholders of Pinnacle Foods Inc. at 10:00 a.m., Eastern Daylight Time, on Wednesday, May 30, 2018. We will be conducting our Annual Meeting of Shareholders by means of remote communication via the Internet. To attend the meeting, please log on at www.virtualshareholdermeeting.com/PF2018. At this site you will be able to vote electronically and submit questions during the Annual Meeting. You will need the 16-digit control number included with these proxy materials to attend the Annual Meeting.
As Pinnacle Foods Independent Board Chairman and Lead Director, I am writing to thank you for your investment and share with you a few highlights.
Since our IPO in March 2013, we have delivered ~200% Total Shareholder Return (~26% on an annualized basis, including reinvestment of dividends), outperforming the S&P 500 (up ~88%) and the S&P 500 Packaged Food & Meat Index (up ~57%).
We remain focused on the innovations and smart acquisitions that will help us respond to consumer needs and drive growth, in an era of evolving consumer food-purchasing behaviors and rapidly changing retail environment.
We know that one of our most important tasks as a board is to select a superb CEO. We believe that Pinnacles CEO Mark Clouse is just that. We are proud of Marks performance since he joined Pinnacle in May 2016. But we are equally proud that he is the kind of leader who gets the best out of others. Over time, we believe this is a better guarantor of sustainable success than almost anything else.
I am also honored by the experience, high level of relevant skills and dedication of my board colleagues. A number of our directors have individually purchased shares, demonstrating their confidence in our Company and its long term strategy. We are heartened by the 96.5% support you gave our pay plans last year and humbled by the over 99% support you gave to our directors that ran for re-election.
We encourage you to support us with your votes and urge you to read the pages that follow to cast informed votes. We invite you to attend our Annual Meeting and to share your thoughts with us throughout the year via the means summarized in this proxy. Again, thank you for placing your faith in us. We work to earn it every day.
Sincerely,
Roger K. Deromedi Independent Chairman of the Board and Lead Director |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE AND TIME
May 30, 2018
10:00 a.m., Eastern Daylight Time
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VIRTUAL MEETING URL:
www.virtualshareholdermeeting.com/PF2018 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Wednesday, May 30, 2018:
This Notice of Annual Meeting and Proxy Statement are being distributed or made available, as the case may be, on or about April 20, 2018.
Our Proxy Statement and 2017 Annual Report on Form 10-K are available online at https://www.proxyvote.com
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See additional information about voting, attending our meeting and contacting us in the Users Guide at the end of this proxy statement.
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Perfect Size for 1 DUNCAN HINES
We open this proxy with a request that you vote in support of the members of our Board of Directors (the Board) up for election in 2018. We oversee Pinnacle Foods on behalf of you, our shareholders, and we take that responsibility seriously.
We believe we have strong board governance and practices. But more importantly, we believe we have strong board members. Philosophies, processes and practices cannot substitute for high caliber individuals with the right skills and experiences and a willingness to use them decisively and thoughtfully.
Seven of our eight board members are independent, including our board chairman. Two of our directors are people of color and two are women.
Our directors skills are summarized in their individual bios. They include all of the categories important to where Pinnacle Foods is today and to where we hope to be going forward:
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Leadership Experience
Public Company Expertise
Operations Experience
Consumer Packaged Goods Experience |
Financial Acumen1
Marketing Experience
Expertise in Information Technology
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1 | The director has the financial acumen to meet the New York Stock Exchange criteria to serve on the Audit Committee. |
PROPOSAL 1 ELECTION OF DIRECTORS
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
WHO WE ARE:
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2018
The following information describes the offices held, other business directorships and the class and term of each of Ms. Fandozzi, Mr. Jung and Mr. Skoufalos. Beneficial ownership of equity securities of Ms. Fandozzi, Mr. Jung and Mr. Skoufalos is shown under Ownership of Securities below.
Directors Whose Term Expires in 2018
Independent
Director Since: 2012
Age: 46
Board Committees: Nominating & Corporate Governance, Chair Compensation |
ANN FANDOZZI
Chief Executive Officer, ABRA Auto Body & Glass (since October 2016)
Ms. Fandozzi is Chief Executive Officer of ABRA Auto Body & Glass. ABRA is a leading provider of vehicle repair services specializing in collision repair, paintless dent removal, and auto glass repair and replacement. Ms. Fandozzi serves as a member of Ghost Robotics, a company that develops autonomous, legged robots offering superior operability over wheeled and tracked devices in unstructured environments.
Previous Experience
June 2012 October 2016: President & CEO, Ride and vRide (ride sharing platform)
2007 2012: Corporate Vice President, Global e-business, Direct to Consumer & Sears/Kenmore units (and various senior management positions), Whirlpool Corporation
2002 2007: Global Executive Director, Family Vehicles, DaimlerChrysler Corporation
Previously held roles at Ford Motor Company, McKinsey and Company, Wharton Financial Institutions Center, and Lockheed Martin
Education
Ms. Fandozzi graduated with a BE in Computer Engineering from the Stevens Institute of Technology, and received her MSE in Systems Engineering from the University of Pennsylvania, and her MBA from the Wharton School of the University of Pennsylvania.
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PROPOSAL 1 ELECTION OF DIRECTORS
Independent
Director Since: 2015
Age: 56
Board Committees: Audit Compensation |
MARK JUNG
Executive Chairman, Accela, Inc. (since March 2017)
Mr. Jung is currently the Executive Chairman of Accela. Accela is a leading provider of cloud-based productivity and civic engagement solutions for government. Mr. Jung has also served as a consultant to ABRY Partners, a private equity firm, since March 2015. Mr. Jung serves as a member of the board of directors of DataXu, a software developer for online marketing; lnMar, a provider of intelligent commerce network solutions; and Samba Safety, a provider of driver risk management solutions. Mr. Jung also serves as Advisory Director of Berkshire Partners, a Boston based investment firm.
Previous Experience
August 2016 March 2017: Chairman and acting CEO, Accela
March 2015 March 2016: Senior Advisor to ABRY Partners, a private equity firm
May 2013 March 2015: Executive Chairman, OL2 (leading cloud solutions provider for gaming and graphics-rich applications)
February 2012 May 2013: Operating Partner, Khosla Ventures (private venture capital fund)
December 2008 January 2012: Independent director and advisor, various technology companies
Education
Mr. Jung graduated with a BS in engineering from Princeton University and received his MBA from Stanford University Graduate School of Business.
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Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
Independent
Director Since: 2015
Age: 60
Board Committees: Nominating & Corporate Governance Compensation |
IOANNIS SKOUFALOS
Global Product Supply Officer, The Procter & Gamble Company (since 2011)
Mr. Skoufalos is the Global Product Supply Officer of P&G. P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership consumer product brands. Mr. Skoufalos also serves as a member of the Board of Directors for the National Association of Manufacturers.
Previous Experience
1984 2011: Various positions of increasing responsibility in engineering, manufacturing, product supply in various geographies, P&G
Education
Mr. Skoufalos graduated with a BS in Chemical Engineering from Leeds University (UK) and received his MS in Food Engineering from Leeds University.
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PROPOSAL 1 ELECTION OF DIRECTORS
WHO WE ARE:
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
Directors Whose Term Expires in 2019
Age: 49
Non-Independent
Director Since: 2016
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MARK CLOUSE
Chief Executive Officer, Pinnacle Foods, Inc. (since May 2016)
Mr. Clouse was appointed Chief Executive Officer and Director of the Company in May 2016.
Previous Experience
January 2016 May 2016: Executive Vice President and Chief Commercial Officer, Mondelez International, Inc.
July 2014 December 2015: Executive Vice President and Chief Growth Officer, Mondelez
October 2012 March 2015: Executive Vice President, North America, Mondelez
June 2011 October 2012: President, North America Snacks and Confectionary, Mondelez
October 2010 June 2011: Senior Vice President, Biscuits Global Category, Mondelez
January 2008 September 2010: Managing Director, Kraft Foods Brazil
January 2006 January 2008: President, Kraft Foods Greater China
Education
Mr. Clouse is a graduate of the U.S. Military Academy at West Point, with a degree in economics.
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Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
Independent
Chairman, Lead Director Since: 2016
Director Since: 2007
Age: 64 |
ROGER DEROMEDI
Independent Chairman and Lead Director, Pinnacle Foods, Inc. (since 2016)
Mr. Deromedi served as Non-Executive Chairman of the Board of Pinnacle Foods from 2009 to March 2016. Previously, Mr. Deromedi was Executive Chairman of the Board from 2007 to 2009. Mr. Deromedi is on the Board of Directors of the Jeffrey Ballet, and on the Board of Trustees of the Field Museum of Natural History.
Previous Experience
July 2013 July 2015: Executive Advisor (independent contractor), Consumer Goods Sector, Blackstone
December 2003 June 2006: Chief Executive Officer, Kraft Foods
Previously co-Chief Executive Officer, Kraft Foods; President and Chief Executive Officer, Kraft Foods International
Education
Mr. Deromedi graduated with a BA in economics and mathematics from Vanderbilt University and received his MBA from the Stanford Graduate School of Business.
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PROPOSAL 1 ELECTION OF DIRECTORS
Directors Whose Term Expires in 2020
Independent
Director Since: 2014
Age: 54
Board Committees: Compensation, Chair Audit |
JANE NIELSEN
Chief Financial Officer, Ralph Lauren Corporation (since September 2016)
Ms. Nielsen has been the Senior Vice President and Chief Financial Officer of Ralph Lauren Corporation since September 2016. Ralph Lauren Corporation is a global leader in the design, marketing and distribution of premium lifestyle products.
Previous Experience
September 2011 August 2016: Executive Vice President, Chief Financial Officer, Coach, Inc.
2009 2011: Senior Vice President, Chief Financial Officer, PepsiCo Beverages America and Global Nutrition Group
1996 2009: Successively senior roles in finance, mergers and Integration, Investor relations, and strategic planning, PepsiCo and Pepsi Bottling Group
1990 1996: Strategy consulting, Marakon Associates
1986 1990: Analyst, Credit Suisse First Boston
Education
Ms. Nielsen graduated with a BA in Economics from Smith College and received her MBA from Harvard Business School.
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PROPOSAL 1 ELECTION OF DIRECTORS
Independent
Director Since: 2014
Age: 63
Board Committees: Nominating & Corporate Governance Audit |
MUKTESH PANT
Vice Chairman, Senior Advisor, Yum Restaurants China (since March 2018)
Mr. Pant has been Vice Chairman of the Board and Senior Advisor of Yum Restaurants China since March 2018. Mr. Pant served as the Chief Executive Officer of Yum Restaurants China from August 2015 to March 2018. Yum Restaurants China operates a chain of restaurants, pizza huts, and pizza hut delivery stores.
Previous Experience
January 2014 August 2015: Chief Executive Officer, KFC (subsidiary, Yum! Brands)
2005 2014: Various senior leadership positions, Yum! Brands, including CEO, Yum! Restaurants International; President Global Branding, Yum! Brands; President and Chief Marketing Officer, Yum! Restaurants International; Global Chief Concept Officer, Yum! Brands; President, Taco Bell International
Education
Mr. Pant graduated with a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology.
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PROPOSAL 1 ELECTION OF DIRECTORS
Independent
Director Since: 2008
Age: 67
Board Committees: Audit, Chair Compensation |
RAYMOND SILCOCK
Chief Financial Officer, CTI Foods (since June 2016)
Mr. Silcock is Executive Vice President and Chief Financial Officer of CTI Foods since June 2016. CTI Foods is a culinary-driven company that offers a diverse range of custom food solutions to the foodservice industry. Mr. Silcock is an Advisory Partner with Alliance Consumer Growth, a private equity company.
Previous Experience
June 2013 March 2016: Executive Vice President, Chief Financial Officer, Diamond Foods March 2012 February 2013: Senior Vice President, Chief Financial Officer, The Great Atlantic and Pacific Tea Company 2011 2012: Head of Finance, The Great Atlantic and Pacific Tea Company 2009 2011: Independent Management Consultant 2007 2009: Senior Vice President, Chief Financial Officer, UST Inc.
Education
Mr. Silcock received his MBA from the Wharton School of the University of Pennsylvania and is a Fellow of the Chartered Institute of Cost & Management Accountants (United Kingdom).
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF ANN FANDOZZI, MARK JUNG AND IOANNIS SKOUFALOS.
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Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
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PROPOSAL 1 ELECTION OF DIRECTORS
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
HOW WE OPERATE:
Board Committees
The following table summarizes the current membership of each of the Boards Committees:
Audit
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Compensation
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Nominating and
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Mark Clouse
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Roger Deromedi
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Ann Fandozzi
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Mark Jung
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PROPOSAL 1 ELECTION OF DIRECTORS
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
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PROPOSAL 1 ELECTION OF DIRECTORS
The table below sets forth information regarding director compensation for the fiscal year ended December 31, 2017.
Name(1) |
Fees Earned or ($) |
Stock Awards(2) ($) |
All Other Compensation ($) |
Total ($) |
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Roger Deromedi
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180,000 | 194,994 | | 374,994 | ||||||||||||
Ray Silcock
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95,000 | 150,000 | | 245,000 | ||||||||||||
Ann Fandozzi
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95,000 | 150,000 | | 245,000 | ||||||||||||
Jane Nielsen
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95,000 | 150,000 | | 245,000 | ||||||||||||
Muktesh Pant
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80,000 | 150,000 | | 230,000 | ||||||||||||
Ioannis Skoufalos
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80,000 | 150,000 | | 230,000 | ||||||||||||
Mark Jung
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80,000 | 150,000 | | 230,000 |
(1) | The aggregate number of outstanding equity awards held by our non-employee directors at December 31, 2017 was as follows: Mr. Deromedi, 3,194 unvested restricted stock units and 167,080 vested stock options; Mr. Silcock, 2,457 unvested restricted stock units; Ms. Fandozzi, 2,457 shares of unvested restricted stock units; Ms. Nielsen, 2,457 unvested restricted stock units; Mr. Pant 2,457 unvested restricted stock units; Mr. Skoufalos 2,457 unvested restricted stock units; and Mr. Jung 2,457 unvested restricted stock units. |
(2) | Amounts included in this column reflect the aggregate grant date fair value of restricted stock units granted during fiscal year 2017, calculated in accordance with Financial Accounting Standards Based Accounting Standards Codification Topic 718, Compensation-Stock Compensation (FASB ASC Topic 718). The annual equity grant to directors was made on May 23, 2017 in the form of restricted stock units. The restricted stock units vest on May 23, 2018. |
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 1 ELECTION OF DIRECTORS
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Corn BIRDS EYE
In connection with the audit of the 2017 financial statements, we entered into an agreement with Deloitte & Touche LLP, which sets forth the terms by which Deloitte & Touche LLP will perform audit services for the Company.
The following table presents fees for professional services rendered for the audit of our financial statements and audit of our internal controls over financial reporting for 2017 and 2016 and fees billed for other services rendered by Deloitte & Touche LLP and its affiliates for those periods ($ in thousands). The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte & Touche LLPs independence and concluded that it was.
2017
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Audit Fees1
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1 | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for the audit of the Companys annual financial statements and audit of our internal controls over financial reporting, the reviews of interim financial statements, and services associated with other SEC filings. The fees are for services that are normally provided by Deloitte & Touche LLP in connection with statutory or regulatory filings or engagements. |
2 | Includes fees billed for services performed related to due diligence services. |
3 | Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning. |
Proposal 2 Ratification of Independent Registered Public Accounting Firm
Pinnacle Foods 2018 Proxy Statement |
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PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.
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PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of The Board of Directors and Certain Governance MattersCommittee MembershipAudit Committee. Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16 Communications with Audit Committee. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.
Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.
Submitted by the Audit Committee of the Companys Board of Directors:
Raymond Silcock, Chair
Mark Jung
Jane Nielsen
Muktesh Pant
Pinnacle Foods 2018 Proxy Statement |
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Elements of Compensation
The following table lists the key elements of our 2017 executive leadership team compensation program:
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Key Features
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Base Salary |
Provide a competitive level of fixed compensation |
Fixed pay component based on level of responsibility of position held Adjustments based on individual performance, internal equity and external benchmarking against peer group companies Targeted at the median of the peer group |
15-35% | |||
Annual Incentive Plan Awards (Management Incentive Plan) |
Motivate and reward executive contributions in achieving annual performance goals |
Variable pay component Payouts are based on a formula that includes Company performance against Adjusted EBITDA and operational objectives, as well as individual performance against pre-determined objectives Payouts are made in cash in March of the subsequent year Targeted at the median of the peer group
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15-30% | |||
Long-Term Incentive Awards |
Motivate and reward executive contributions in achieving long-term objectives
Align the interests of our executives with our shareholders |
Variable pay component Awards are issued as performance-based restricted shares and stock options and have a multi-year vesting period Option award value is fixed at grant, and ultimate value to the executive is based on stock performance Awards in the form of performance-based restricted shares have ultimate value based on our relative total shareholder return against our peer group. Targeted at the median of the peer group
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40-75% | |||
Post Termination Compensation |
Provide temporary income following an executives involuntary termination of employment |
Fixed pay component Payments are formula-driven based on executives salary, bonus target and level in the organization Targeted at the median of the peer group
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Base Salary Changes in 2017
In April 2017, each of the Named Executive Officers was awarded a merit increase based on his performance in the preceding year. Messrs. Clouse, Steeneck, Schiller, Boever and Wittman received base pay merit increases in the range of 1.5-3.0%, consistent with the Companys merit guidelines, which can range from 0% to 6% of base salary based on individual performance.
Named Executive Officer
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2016 Annual Base Salary
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2017 Additional Annual Base Salary Adjustments
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2017 Annual Base Salary
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Mark A. Clouse
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$
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950,000
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2.6%
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|
|
N/A
|
|
$
|
975,000
|
| ||||
Craig D. Steeneck
|
$
|
601,000
|
|
|
3.0%
|
|
|
N/A
|
|
$
|
619,000
|
| ||||
Mark L. Schiller
|
$
|
600,000
|
|
|
2.0%
|
|
|
N/A
|
|
$
|
612,000
|
| ||||
Christopher J. Boever1
|
$
|
430,000
|
|
|
3.0%
|
|
|
8.9%
|
|
$
|
490,000
|
| ||||
D. Michael Wittman
|
$
|
430,000
|
|
|
1.5%
|
|
|
N/A
|
|
$
|
436,500
|
|
1 | On June 26, 2017, Mr. Boever received an additional adjustment of 8.9% to more closely align his base pay for individuals in his position in the Companys peer group. |
26 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
As illustrated below, the MIP payout is calculated by multiplying an individuals annual base salary times the target bonus, multiplied by the Company score and then multiplied by the individuals individual score:
Based on the Committees decision that no bonus would be paid to executives, individual goal achievement percentages were not determined for each Named Executive Officer. The 2017 MIP Awards were calculated as follows:
Named Executive Officer
|
Annual
|
Annual
|
Company
|
Individual Goal
|
Total % of
|
2017 MIP
|
||||||||||||||||||
Mark Clouse
|
|
100%
|
|
$
|
975,000
|
|
|
0%
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0
|
| ||||||
Craig Steeneck
|
|
85%
|
|
$
|
526,150
|
|
|
0%
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0
|
| ||||||
Mark Schiller
|
|
85%
|
|
$
|
520,200
|
|
|
0%
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0
|
| ||||||
Christopher Boever
|
|
85%
|
|
$
|
416,500
|
|
|
0%
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0
|
| ||||||
D. Michael Wittman
|
|
85%
|
|
$
|
371,025
|
|
|
0%
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0
|
|
Pinnacle Foods 2018 Proxy Statement |
|
| |
|
|
27 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
On April 1, 2017, the Board granted nonqualified stock options to the following executives in the following amounts:
Named Executive Officer
|
Stock Options
|
Exercise Price
|
||||||
Mark A. Clouse
|
|
156,500
|
|
|
$57.87
|
| ||
Craig D. Steeneck
|
|
43,469
|
|
|
$57.87
|
| ||
Mark L. Schiller
|
|
42,977
|
|
|
$57.87
|
| ||
Christopher J. Boever
|
|
27,086
|
|
|
$57.87
|
| ||
D. Michael Wittman
|
|
26,274
|
|
|
$57.87
|
|
Performance Share Units
The performance share units are eligible to vest after a three-year performance period beginning on April 1, 2017 and ending on March 31, 2020. The number of performance share units that vest and are settled at the end of the performance period is based on the Companys cumulative total shareholder return relative to the total shareholder returns of members of a performance peer group.
The Committee approved a performance peer group as a means of establishing performance targets for the 2017 performance share unit grants. At the end of the performance period, the Companys total shareholder return position will be ranked relative to the total shareholder returns of each member of the performance peer group. Pinnacle is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period. The companies in the performance peer group consist of Pinnacle plus nineteen other consumer products companies, nearly all of which are focused on food and beverage in North America, including all twelve companies mentioned above as our peer group for overall compensation purposes. The companies in the performance peer group for the performance period beginning on April 1, 2017 and ending on March 31, 2020 are:
B&G Foods | Hain Celestial Group | McCormick & Co. | ||
Campbell Soup Company | The Hershey Company | Post Holdings | ||
Church & Dwight | Hormel Foods | Snyders-Lance | ||
ConAgra Foods | J.M. Smuckers | TreeHouse Foods | ||
Dean Foods | Kellogg Company | Tyson Foods | ||
Flowers Foods | Kraft Heinz Company | |||
General Mills | Lancaster Colony |
28 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
The total number of performance share units that vest will be based on where the Companys total shareholder return falls within this ranking, and ranges from a 200% payout for ranking in the 91st percentile or above, to 100% payout for ranking in the 41st to 60th percentile, and 0% payout for ranking in the 10th percentile or below. The specific performance levels and corresponding payout levels are as set forth below:
Percentile Performance
|
Performance Characterization
|
Percentage of Award Vested
|
||||||
91st - 100th Percentile
|
|
Top 10%
|
|
|
200%
|
| ||
76th - 90th Percentile
|
|
Upper Quartile
|
|
|
150%
|
| ||
61st - 75th Percentile
|
|
Above Median
|
|
|
125%
|
| ||
41st - 60th Percentile
|
|
Median
|
|
|
100%
|
| ||
26th - 40th Percentile
|
|
Below Median
|
|
|
75%
|
| ||
11th - 25th Percentile
|
|
Lower Quartile
|
|
|
50%
|
| ||
1st - 10th Percentile
|
|
Bottom 10%
|
|
|
0%
|
|
Performance share units that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the performance share units are settled (or such accrued dividend equivalents will be forfeited to the extent the performance shares are forfeited).
On April 1, 2017, the Board granted performance share units to the following executives in the following amounts, and such amounts assume that the median level of performance is achieved (with the actual number of shares to be earned based on the performance criteria described above):
Named Executive Officer
|
Performance Share Units
|
|||
Mark A. Clouse
|
|
33,696
|
| |
Craig D. Steeneck
|
|
9,359
|
| |
Mark L. Schiller
|
|
9,253
|
| |
Christopher J. Boever
|
|
5,832
|
| |
D. Michael Wittman
|
|
5,657
|
|
Pinnacle Foods 2018 Proxy Statement |
|
| |
|
|
29 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
30 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Pinnacle Foods 2018 Proxy Statement |
|
| |
|
|
31 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
The Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Submitted by the Compensation Committee of the Companys Board of Directors:
Jane Nielsen, Chair
Ann Fandozzi
Raymond Silcock
Ioannis Skoufalos
32 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our Named Executive Officers for services rendered to us during the fiscal years reported below.
Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock ($) |
Option ($) |
Non-Equity ($) |
All Other ($) |
Total ($) |
||||||||||||||||||||||||
Mark A. Clouse Chief Executive Officer and Director |
|
2017
|
|
|
968,269
|
|
|
|
|
|
2,258,980
|
|
|
1,949,990
|
|
|
|
|
|
37,762
|
|
|
5,215,001
|
| ||||||||
|
2016
|
|
|
556,346
|
|
|
1,000,000
|
|
|
7,732,363
|
|
|
3,543,742
|
|
|
1,201,750
|
|
|
9,498
|
|
|
14,053,700
|
| |||||||||
Craig D. Steeneck Executive Vice President and Chief Financial Officer |
|
2017
|
|
|
614,154
|
|
|
|
|
|
627,427
|
|
|
541,624
|
|
|
|
|
|
42,662
|
|
|
1,825,867
|
| ||||||||
|
2016
|
|
|
596,356
|
|
|
250,000
|
|
|
616,302
|
|
|
525,874
|
|
|
730,516
|
|
|
38,961
|
|
|
2,758,008
|
| |||||||||
|
2015
|
|
|
579,119
|
|
|
|
|
|
604,563
|
|
|
370,220
|
|
|
624,929
|
|
|
38,764
|
|
|
2,217,594
|
| |||||||||
Mark L. Schiller Executive Vice President and Chief Commercial Officer |
|
2017
|
|
|
608,769
|
|
|
|
|
|
620,321
|
|
|
535,493
|
|
|
|
|
|
23,726
|
|
|
1,788,310
|
| ||||||||
|
2016
|
|
|
583,121
|
|
|
|
|
|
1,616,311
|
|
|
503,124
|
|
|
589,050
|
|
|
36,587
|
|
|
3,328,192
|
| |||||||||
|
2015
|
|
|
534,830
|
|
|
575,640
|
|
|
352,521
|
|
|
595,048
|
|
|
31,687
|
|
|
2,089,725
|
| ||||||||||||
Christopher J. Boever Executive Vice President and Chief Customer Officer |
|
2017
|
|
|
464,615
|
|
|
|
|
|
390,977
|
|
|
337,492
|
|
|
|
|
|
28,890
|
|
|
1,221,974
|
| ||||||||
|
2016
|
|
|
420,393
|
|
|
|
|
|
352,682
|
|
|
304,578
|
|
|
468,073
|
|
|
24,586
|
|
|
1,570,312
|
| |||||||||
|
2015
|
|
|
388,955
|
|
|
|
|
|
291,417
|
|
|
178,466
|
|
|
372,141
|
|
|
22,688
|
|
|
1,253,667
|
| |||||||||
D. Michael Wittman Executive Vice President and Chief Supply Chain Officer |
|
2017
|
|
|
434,750
|
|
|
|
|
|
379,245
|
|
|
327,374
|
|
|
|
|
|
42,410
|
|
|
1,183,779
|
| ||||||||
|
2016
|
|
|
427,346
|
|
|
|
|
|
352,682
|
|
|
304,578
|
|
|
318,290
|
|
|
37,154
|
|
|
1,440,050
|
| |||||||||
1 | Amounts included in this column for fiscal 2017 reflect the aggregate grant date fair value of performance based restricted stock units granted on April 1, 2017 calculated in accordance with FASB ASC Topic 718, utilizing the assumptions discussed in Note 5 to our consolidated financial statements for the year ended December 31, 2017. The performance conditions applicable to the performance share units are a market condition as defined under FASB ASC Topic 718, and not a performance condition as defined under FASB ASC Topic 718. |
2 | Amounts included in this column for fiscal 2017 reflect the aggregate grant date fair value of options granted on April 1, 2017 calculated in accordance with FASB ASC Topic 718, utilizing the assumptions discussed in Note 5 to our consolidated financial statements for the year ended December 31, 2017. For more information on these grants, see Compensation Discussion and AnalysisElements of CompensationLong Term Incentive Stock Options. |
3 | All Other Compensation includes group life insurance, commuting expenses, contributions made by the Company to 401(k) plans and contributions made by the Company to the Named Executive Officers Supplemental Savings Plan accounts. The amount of the contributions made by the Company under the Supplemental Savings Plan are set forth in the table entitled Nonqualified Deferred Compensation for Fiscal 2017. |
Pinnacle Foods 2018 Proxy Statement |
|
| |
|
|
33 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in Fiscal 2017
The following table provides supplemental information relating to grants of plan-based awards in fiscal 2017 to help explain information provided above in our Summary Compensation Table.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards1
|
Estimated Future Payouts Under Equity Incentive Plan Awards2
|
All Stock (#)
|
All Other (#)3
|
Exercise ($)
|
Grant Fair Value of Stock and Awards4 ($)
|
|||||||||||||||||||||||||||||||||||||||
|
Grant
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||||||||||
Mark A. Clouse |
|
4/1/2017
|
|
|
243,750
|
|
|
975,000
|
|
|
1,950,000
|
|
|
|
|
|
33,696
|
|
|
67,392
|
|
|
2,258,980
|
| ||||||||||||||||||||
|
4/1/2017
|
|
|
156,500
|
|
|
57.87
|
|
|
1,949,990
|
| |||||||||||||||||||||||||||||||||
Craig D. Steeneck |
|
4/1/2017
|
|
|
131,538
|
|
|
526,150
|
|
|
1,052,300
|
|
|
|
|
|
9,359
|
|
|
18,718
|
|
|
627,427
|
| ||||||||||||||||||||
|
4/1/2017
|
|
|
43,469
|
|
|
57.87
|
|
|
541,624
|
| |||||||||||||||||||||||||||||||||
Mark L. Schiller |
|
4/1/2017
|
|
|
130,050
|
|
|
520,200
|
|
|
1,040,400
|
|
|
|
|
|
9,253
|
|
|
18,506
|
|
|
620,321
|
| ||||||||||||||||||||
|
4/1/2017
|
|
|
42,977
|
|
|
57.87
|
|
|
535,493
|
| |||||||||||||||||||||||||||||||||
Christopher J. Boever |
|
4/1/2017
|
|
|
104,125
|
|
|
416,500
|
|
|
833,000
|
|
|
|
|
|
5,832
|
|
|
11,664
|
|
|
390,977
|
| ||||||||||||||||||||
|
4/1/2017
|
|
|
27,086
|
|
|
57.87
|
|
|
337,492
|
| |||||||||||||||||||||||||||||||||
D. Michael Wittman |
|
4/1/2017
|
|
|
92,756
|
|
|
371,025
|
|
|
742,050
|
|
|
|
|
|
5,657
|
|
|
11,314
|
|
|
379,245
|
| ||||||||||||||||||||
|
4/1/2017
|
|
|
26,274
|
|
|
57.87
|
|
|
327,374
|
|
1 | Reflects possible payouts under our MIP for 2017 performance. See Compensation Discussion and AnalysisElements of CompensationAnnual Incentive Awards (MIP)2017 Annual Incentive Plan Results for a discussion of threshold, target and maximum cash incentive compensation payouts. The actual amounts paid to our Named Executive Officers under our MIP for 2017 performance are disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
2 | Reflects awards of performance based restricted stock units on April 1, 2017. See the Compensation Discussion and Analysis-Elements of Compensation-Long Term Incentives-Performance Shares section above for further information. |
3 | Reflects stock option awards on April 1, 2017 with an exercise price of $57.87. See the Compensation Discussion and Analysis-Elements of Compensation-Long Term Incentives-Stock Options section above for further information. |
4 | Represents the grant date fair value of the performance based restricted stock units and options, calculated in accordance with FASB ASC Topic 718 and utilizing the assumptions discussed in Note 5 to our consolidated financial statements for the fiscal year ended December 31, 2017. |
34 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Outstanding Equity Awards at 2017 Fiscal Year End
The following table provides information regarding outstanding awards made to our Named Executive Officers as of our most recent fiscal year end.
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||||||
Name
|
Grant Date for
|
Number of
|
Number of
|
Equity
|
Option
|
Option
|
Option
|
Number
|
Market Have Not ($)(5)
|
Equity Not Vested
|
Equity Have Not Vested ($)(5)
|
|||||||||||||||||||||||||||||||||||||
Mark A. Clouse
|
|
5/23/2016
|
|
|
222,965
|
|
|
42.08
|
|
|
5/23/2019
|
|
|
5/23/2026
|
|
|
95,057(1)
|
|
|
5,653,040
|
|
|
47,528
|
|
|
2,826,490
|
| |||||||||||||||||||||
|
5/23/2016
|
|
|
172,101
|
|
|
42.08
|
|
|
5/23/2019
|
|
|
5/23/2026
|
|
|
36,686
|
|
|
2,181,716
|
| ||||||||||||||||||||||||||||
|
4/1/2017
|
|
|
156,500
|
|
|
57.87
|
|
|
4/1/2020
|
|
|
4/1/2027
|
|
|
33,696
|
|
|
2,003,901
|
| ||||||||||||||||||||||||||||
Craig D. Steeneck
|
|
4/1/2014
|
|
|
56,430
|
|
|
29.28
|
|
|
4/1/2024
|
|
|
12,437
|
|
|
739,628
|
| ||||||||||||||||||||||||||||||
|
4/1/2015
|
|
|
41,458
|
|
|
41.05
|
|
|
4/1/2018
|
|
|
4/1/2025
|
|
|
11,613
|
|
|
690,625
|
| ||||||||||||||||||||||||||||
|
4/1/2016
|
|
|
55,707
|
|
|
45.28
|
|
|
4/1/2019
|
|
|
4/1/2026
|
|
|
9,359
|
|
|
556,580
|
| ||||||||||||||||||||||||||||
|
4/1/2017
|
|
|
43,469
|
|
|
57.87
|
|
|
4/1/2020
|
|
|
4/1/2027
|
|
||||||||||||||||||||||||||||||||||
Mark L. Schiller
|
|
4/1/2015
|
|
|
39,476
|
|
|
41.05
|
|
|
4/1/2018
|
|
|
4/1/2025
|
|
|
11,842
|
|
|
704,244
|
| |||||||||||||||||||||||||||
|
4/1/2016
|
|
|
53,297
|
|
|
45.28
|
|
|
4/1/2019
|
|
|
4/1/2026
|
|
|
11,111
|
|
|
660,771
|
| ||||||||||||||||||||||||||||
|
6/15/2016
|
|
|
11,439 |
|
|
680,277 |
| ||||||||||||||||||||||||||||||||||||||||
|
4/1/2017
|
|
|
42,977
|
|
|
57.87
|
|
|
4/1/2020
|
|
|
4/1/2027
|
|
|
7,626(2)
|
|
|
453,518
|
|
|
9,253
|
|
|
550,276
|
| ||||||||||||||||||||||
Christopher J. Boever
|
|
4/1/2015
|
|
|
19,985
|
|
|
41.05
|
|
|
4/1/2018
|
|
|
4/1/2025
|
|
|
5,995
|
|
|
356,523
|
| |||||||||||||||||||||||||||
|
4/1/2016
|
|
|
28,469
|
|
|
45.28
|
|
|
4/1/2019
|
|
|
4/1/2026
|
|
|
5,935
|
|
|
352,954
|
| ||||||||||||||||||||||||||||
|
8/1/2016
|
|
|
3,228
|
|
|
50.36
|
|
|
4/1/2019
|
|
|
8/1/2026
|
|
|
711
|
|
|
42,283
|
| ||||||||||||||||||||||||||||
|
4/1/2017
|
|
|
27,086
|
|
|
57.87
|
|
|
4/1/2020
|
|
|
4/1/2027
|
|
|
5,832
|
|
|
346,829
|
| ||||||||||||||||||||||||||||
D. Michael Wittman
|
|
12/1/2015
|
|
|
5,767(3)
|
|
|
342,963
|
|
|||||||||||||||||||||||||||||||||||||||
|
4/1/2016
|
|
|
28,469
|
|
|
45.28
|
|
|
4/1/2019
|
|
|
4/1/2026
|
|
|
5,935
|
|
|
352,954
|
| ||||||||||||||||||||||||||||
|
8/1/2016
|
|
|
3,228
|
|
|
50.36
|
|
|
4/1/2019
|
|
|
8/1/2026
|
|
|
711
|
|
|
42,283
|
| ||||||||||||||||||||||||||||
|
4/1/2017
|
|
|
26,274
|
|
|
57.87
|
|
|
4/1/2020
|
|
|
4/1/2027
|
|
|
5,657
|
|
|
336,422
|
|
1 | Reflects time-vesting shares of restricted stock that had not vested as of December 31, 2017. All of the restricted stock units will vest on May 23, 2018, subject to employment conditions. |
2 | Reflects time-vesting shares of restricted stock units that had not vested as of December 31, 2017. One-half of the restricted stock units will vest on June 15, 2018, and the remaining onehalf will vest on June 15, 2019, subject to employment conditions. |
3 | Reflects time-vesting shares of restricted stock that had not vested as of December 31, 2017. All of the restricted stock will vest on December 1, 2018, subject to employment conditions. |
4 | Reflects performance shares granted on April 1, 2015 which vested on April 1, 2018, performance shares granted on April 1, 2016 which will vest on April 1, 2019 and performance shares granted on May 23, 2016 which will vest on May 23, 2019. Also reflects performance share units granted on June 15, 2016 and August 1, 2016 which will vest on April 1, 2019 and performance share units granted on April 1, 2017 which will vest on April 1, 2020. All performance awards are subject to performance conditions. See Compensation Discussion and Analysis- Elements of Compensation- Long Term Incentives for further information. |
5 | Market value is based upon the closing market price of our common stock on December 29, 2017. |
Pinnacle Foods 2018 Proxy Statement |
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| |
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35 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Option Exercises and Stock Vested in Fiscal 2017
The following table provides information regarding the amounts received by our Named Executive Officers upon exercise of options or similar instruments or the vesting of stock or similar instruments during our most recent fiscal year.
Option Awards | Stock Awards | |||||||||||||||||||
Name |
Number of (#) |
Value Received On Exercise1 ($) |
Number of Shares Acquired On Vesting (#) |
Value Received On Vesting2 ($) |
||||||||||||||||
Mark A. Clouse |
| | | | ||||||||||||||||
Craig D. Steeneck |
183,840 | 6,897,760 | 33,858 | 1,959,362 | ||||||||||||||||
Mark L. Schiller |
165,866 | 6,046,331 | 28,147 | 1,641,526 | ||||||||||||||||
Christopher J. Boever |
26,682 | 793,416 | 17,724 | 1,026,220 | ||||||||||||||||
D. Michael Wittman |
| | | |
1 | The value realized on exercise is based on the difference between the market price of the underlying securities at exercise and the exercise price. |
2 | The value realized on vesting is based on the closing market price of our common stock on the applicable vesting date (or previous trading day if the vesting date was not a trading day). |
36 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Payments are distributed in a lump sum or in annual installments for up to 5 years. All elections and payments under the Supplemental Savings Plan are subject to compliance with Section 409A of the Internal Revenue Code which may limit elections and require a delay in payment of benefits in specified circumstances.
Name(a) |
Executive Contributions in Last Fiscal Year ($)(b) |
Registrant Contributions to Last Fiscal Year ($)(c)1 |
Aggregate Earnings Last Fiscal ($)(d) |
Aggregate Withdrawals/ Distributions |
Aggregate Balance at Last Fiscal Year End ($)(f) |
|||||||||||||||
Mark A. Clouse Supplemental Savings Plan |
55,904 | 28,852 | 4,784 | | 90,589 | |||||||||||||||
Craig D. Steeneck Supplemental Savings Plan |
89,480 | 32,240 | 63,331 | | 515,531 | |||||||||||||||
Mark L. Schiller Supplemental Savings Plan |
25,043 | 13,553 | 20,430 | 10,725 | 603,893 | |||||||||||||||
Christopher J. Boever Supplemental Savings Plan |
280,498 | 19,881 | 170,989 | | 1,150,229 | |||||||||||||||
D. Michael Wittman Supplemental Savings Plan
|
|
22,591
|
|
|
14,491
|
|
|
5,911
|
|
|
|
|
|
66,071
|
|
1 | The amounts listed are reported in the Summary Compensation Table under All Other Compensation. |
Pinnacle Foods 2018 Proxy Statement |
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| |
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37 |
|
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
38 |
| |
PROPOSAL 3 NON-BINDING VOTE ON EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change in Control
Mark A. Clouse
Voluntary Termination |
Involuntary Termination Without Cause |
Termination For Cause |
Good Reason |
Change in Control |
Disability | Death | ||||||||||||||||||||||
Cash Severance |
$ |
|
|
$ |
3,900,000 |
|
$ |
|
|
$ |
3,900,000 |
|
$ |
5,850,000 |
|
$ |
|
|
$ |
|
| |||||||
Acceleration of Equity Award Vesting
|
|
12,356,891 |
|
|
|
|
|
19,785,745 |
|
|
16,345,999 |
|
|
16,345,999 |
| |||||||||||||
Health and Welfare Benefits |
|
18,000 |
|
|
18,000 |
|
|
18,000 |
|
|
|
|
|
500,000 |
| |||||||||||||
Total |
$ |
|
|
$ |
16,274,891 |
|
$ |
|
|
$ |
3,918,000 |
|
$ |
25,653,745 |
|
|
16,345,999 |
|
|
16,845,999 |
|
Craig D. Steeneck
Voluntary Termination |
Involuntary Termination Without Cause |
Termination For Cause |
Good Reason |
Change in Control |
Disability | Death | ||||||||||||||||||||||
Cash Severance |
$ |
|
|
$ |
1,717,725 |
|
$ |
|
|
$ |
1,717,725 |
|
$ |
2,576,588 |
|
$ |
|
|
$ |
|
| |||||||
Acceleration of Equity Award Vesting
|
|
2,609,368 |
|
|
2,609,368 |
|
|
|
|
|
2,609,368 |
|
|
3,610,522 |
|
|
2,609,368 |
|
|
2,609,368 |
| |||||||
Health and Welfare Benefits |
|
|
|
|
18,000 |
|
|
|
|
|
18,000 |
|
|
18,000 |
|
|
|
|
|
500,000 |
| |||||||
Total |
$ |
2,609,368 |
|
$ |
4,345,093 |
|
$ |
|
|
$ |
4,345,093 |
|
$ |
6,205,110 |
|
$ |
2,609,368 |
|
$ |
3,109,368 |
|
Mark L. Schiller
Voluntary Termination |
Involuntary Termination Without Cause |
Termination For Cause |
Good Reason |
Change in Control |
Disability | Death | ||||||||||||||||||||||
Cash Severance |
$ |
|
|
$ |
1,698,300 |
|
$ |
|
|
$ |
1,698,300 |
|
$ |
2,547,450 |
|
$ |
|
|
$ |
|
| |||||||
Acceleration of Equity Award Vesting
|
|
|
|
|
1,133,796 |
|
|
|
|
|
|
|
|
4,601,282 |
|
|
3,086,785 |
|
|
3,086,785 |
| |||||||
Health and Welfare Benefits |
|
|
|
|
18,000 |
|
|
|
|
|
18,000 |
|
|
18,000 |
|
|
|
|
|
500,000 |
| |||||||
Total |
$ |
|
|
$ |
2,850,096 |
|
$ |
|
|
$ |
1,716,300 |
|
$ |
7,166,732 |
|
$ |
3,086,785 |
|
$ |
3,586,785 |
|
Christopher J. Boever
Voluntary Termination |
Involuntary Termination Without Cause |
Termination For Cause |
Good Reason |
Change in Control |
Disability | Death | ||||||||||||||||||||||
Cash Severance |
$ |
|
|
$ |
1,359,750 |
|
$ |
|
|
$ |
1,359,750 |
|
|
2,039,625 |
|
$ |
|
|
$ |
|
| |||||||
Acceleration of Equity Award Vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,943,433 |
|
|
1,367,879 |
|
|
1,367,879 |
| |||||||
Health and Welfare Benefits |
|
|
|
|
18,000 |
|
|
|
|
|
18,000 |
|
|
18,000 |
|
|
|
|
|
500,000 |
| |||||||
Total |
$ |
|
|
$ |
1,377,750 |
|
$ |
|
|
$ |
1,377,750 |
|
$ |
4,001,058 |
|
$ |
1,367,879 |
|
$ |
1,867,879 |
|
D. Michael Wittman
Voluntary Termination |
Involuntary Termination Without Cause |
Termination For Cause |
Good Reason |
Change in Control |
Disability | Death | ||||||||||||||||||||||
Cash Severance |
$ |
|
|
$ |
1,211,288 |
|
$ |
|
|
$ |
1,211,288 |
|
$ |
1,816,931 |
|
$ |
|
|
$ |
|
| |||||||
Acceleration of Equity Award Vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,508,005 |
|
|
934,076 |
|
|
934,076 |
| |||||||
Health and Welfare Benefits |
|
|
|
|
18,000 |
|
|
|
|
|
18,000 |
|
|
18,000 |
|
|
|
|
|
500,000 |
| |||||||
Total |
$ |
|
|
$ |
1,229,288 |
|
$ |
|
|
$ |
1,229,288 |
|
$ |
3,342,936 |
|
$ |
934,076 |
|
$ |
1,434,076 |
|
Pinnacle Foods 2018 Proxy Statement |
|
| |
|
|
39 |
|
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about the Companys stock that could have been issued under the Companys equity compensation plans as of December 31, 2017:
Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted -Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (c) |
|||||||||
Equity Compensation Plans Approved by Security Holders |
1,788,512 | $ | 39.28 | 4,744,431 | ||||||||
Equity Compensation Plans Not Approved by Security Holders |
N/A | N/A | N/A | |||||||||
Total |
1,788,512 | $ | 39.28 | 4,744,431 |
40 |
| |
Name of beneficial owner | Amount and Nature of Beneficial Ownership |
Percent of Common Stock Outstanding |
||||||
Principal Shareholder |
||||||||
The Vanguard Groupa |
10,123,901 | 8.5% | ||||||
Capital World Investorsb |
9,807,050 | 8.2% | ||||||
TIAA-CREF Investment Management, LLC and Teachers Advisors, LLCc |
6,070,022 | 5.1% | ||||||
Directors and Named Executive Officers: |
||||||||
Mark Cloused |
105,057 | * | ||||||
Craig Steenecke |
294,449 | * | ||||||
Mark Schillerf |
101,822 | * | ||||||
D. Michael Wittman |
| | ||||||
Roger Deromedig |
631,524 | * | ||||||
Ioannis Skoufalosh |
8,719 | * | ||||||
Mark Jungh |
6,161 | * | ||||||
Muktesh Panth |
49,706 | * | ||||||
Raymond Silcockh |
93,540 | * | ||||||
Ann Fandozzih |
16,670 | * | ||||||
Jane Nielsenh |
12,089 | * | ||||||
Directors and Executive Officers as a Group (fifteen persons)(15)i |
1,635,857 | 1.38% |
* | Less than 1%. |
a | Beneficial ownership information is as of December 31, 2017 and is based on a Schedule 13G/A with respect to the Companys common stock filed with the SEC on February 7, 2018 by The Vanguard Group, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., in which The Vanguard Group reported that it has sole voting and dispositive power with respect to 10,050,354 shares of our common stock and shared voting and dispositive power with respect to 73,547 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
Pinnacle Foods 2018 Proxy Statement |
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| |
|
|
41 |
|
b | Beneficial ownership information is as of December 29, 2017 and is based on a Schedule 13G/A with respect to the Companys common stock filed with the SEC on February 14, 2018 by Capital World Investors, in which Capital World Investors reported that it has sole voting and dispositive power with respect to 9,807,050 shares of our common stock. The address of Capital World Investors is 333 South Hope Street Los Angeles, California 90071. |
c | Beneficial ownership information is as of December 31, 2017 and is based on a Schedule 13G/A with respect to the Companys common stock filed with the SEC on February 14, 2018 by TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC, in which TIAA-CREF Investment Management, LLC reported that it has sole voting and dispositive power with respect to 3,930,817 shares of our common stock and in which Teachers Advisors, LLC reported that is has sole voting and dispositive power with respect to 2,139,205 shares of our common stock. The address of TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC is 730 Third Avenue, New York, New York 10017. |
d | The amount includes 95,057 restricted shares that will vest within 60 days of April 16, 2018. |
e | The amount includes 97,888 shares subject to stock options that are currently exercisable and 12,245 performance shares that will vest within 60 days of April 16, 2018. |
f | The amount includes 39,476 shares subject to stock options that are currently exercisable, 11,685 performance shares, and 3,813 restricted stock units that will vest within 60 days of April 16, 2018. |
g | Shares of our common stock are held in revocable trust for the benefit of Mr. Deromedi. The amount includes 167,080 shares subject to stock options that are currently exercisable and 3,194 restricted stock units that will vest within 60 days of April 16, 2018. |
h | The amount includes 2,457 restricted stock units that will vest within 60 days of April 16, 2018. |
i | Includes our current directors, Named Executive Officers as well as individuals listed as executive officers in the 2018 Form 10-K. Includes 538,887 shares subject to stock options that are currently exercisable within 60 days of April 16, 2018, 40,073 performance shares that will vest within 60 days of April 16, 2018, 95,057 restricted shares that will vest within 60 days of April 16, 2018 and 21,749 restricted stock units that will vest within 60 days of April 16, 2018. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a companys common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Executive officers, directors and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of copies of such reports and written representations from our executive officers and directors, we believe that our executive officers and directors complied with all Section 16(a) filing requirements during 2017.
OTHER BUSINESS
The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.
By Order of the Board of Directors,
M. Kelley Maggs
Secretary
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.pinnaclefoods.com) and click on Financial Information under the Investor Center heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2017, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:
Corporate Secretary
Pinnacle Foods Inc.
399 Jefferson Road
Parsippany, New Jersey 07054
42 |
| |
2018 Annual Meeting of Stockholders
Date and Time
May 30, 2018, 10:00 a.m., Eastern Daylight Time |
Place
Virtual Annual Meeting:
| |
Record Date
April 2, 2018 |
Voting
Holders of shares of our common stock, par value $0.01
|
Pinnacle Foods 2018 Proxy Statement |
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|
43 |
|
Meeting Agenda and Voting Matters
Item | Proposals | Board Vote Recommendation | Page Reference (for more detail) | |||
1 |
Election of Directors | FOR the nominees | 1 | |||
2 |
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018 | FOR |
19 | |||
3 |
Advisory approval of the Companys executive compensation | FOR |
22 |
44 |
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Pinnacle Foods 2018 Proxy Statement |
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45 |
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46 |
| |
Pinnacle Foods 2018 Proxy Statement |
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| |
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|
47 |
|
PINNACLE FOODS INC. 399 JEFFERSON ROAD PARSIPPANY, NJ 07054 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/PF2018
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E45783-P08447 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PINNACLE FOODS INC.
The Board of Directors recommends you vote FOR the following: |
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below. | ||||||||||||||||||||||||||||
1. Election of Directors
|
☐ | ☐ | ☐ |
|
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Nominees: |
||||||||||||||||||||||||||||||||
01) Ann Fandozzi |
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02) Mark Jung |
||||||||||||||||||||||||||||||||
03) Ioannis Skoufalos |
||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3. |
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For |
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|
Against |
|
Abstain |
|||||||||||||||||||||||||
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018. |
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☐ |
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☐ |
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☐ |
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3. To approve, in a non-binding advisory vote, the compensation paid to the named executive officers. |
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☐ |
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☐ |
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☐ |
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NOTE: To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
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For address changes and/or comments, please check this box and write them on the back where indicated. |
☐ |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
E45784-P08447
PINNACLE FOODS INC. Annual Meeting of Shareholders May 30, 2018 10:00 AM EDT This Proxy is Solicited on Behalf of the Board of Directors of Pinnacle Foods Inc.
The undersigned revokes all previous proxies, acknowledges receipt of the Notice of the Annual Meeting of Shareholders to be held on May 30, 2018 and the Proxy Statement and appoints Craig D. Steeneck and M. Kelley Maggs, and each of them, the true and lawful agent and the proxy of the undersigned, with full power of substitution in each, to vote all shares of Common Stock of Pinnacle Foods Inc. (the Company) that the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the Annual Meeting of Shareholders of the Company to be held on Wednesday, May 30, 2018 at 10:00 a.m. Eastern Daylight Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present. The Proxies are authorized in their discretion to vote upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before the meeting. This Proxy, when properly executed, will be voted as specified on the reverse side. If no specification is made, this Proxy will be voted in accordance with the recommendation of the Board of Directors.
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Address Changes/Comments: |
||||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
|