Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2019
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PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
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Florida | | 0-00981 | | 59-0324412 |
(State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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3300 Publix Corporate Parkway | | | | |
Lakeland, Florida | | | | 33811 |
(Address of principal executive offices) | | | | (Zip Code) |
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| | (863) 688-1188 | | |
| | (Registrant’s telephone number, including area code) | | |
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:
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¨ | 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)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01. Entry into a Material Definitive Agreement
Indemnification Agreements
Effective May 1, 2019, Publix Super Markets, Inc. (the “Company”) appointed William E. Crenshaw as Trustee of the Publix Super Markets, Inc. Employee Stock Ownership Plan and the Publix Super Markets, Inc. Employee Stock Ownership Trust (collectively, the “Plan and Trust”) to serve with current Trustees Tina P. Johnson and David P. Phillips. As a result, the Company entered into an Indemnification Agreement dated May 1, 2019 with William E. Crenshaw as Trustee of the Plan and Trust. This Indemnification Agreement is in the same form as the Indemnification Agreement attached as an exhibit to the current report of the Company on Form 8-K dated July 1, 2015. The Indemnification Agreement has been entered into between the Company and the Trustees of the Plan and Trust as previously reported.
The Company and Douglas A. Harris, Jr., officer of the Company, entered into an Indemnification Agreement dated May 1, 2019. This Indemnification Agreement is in the same form as the Indemnification Agreement attached as an exhibit to the quarterly report of the Company on Form 10-Q for the quarter ended March 31, 2001. The Indemnification Agreement has been entered into between the Company and all of its directors and officers as previously reported.
Item 2.02. Results of Operations and Financial Condition
On May 1, 2019, the Company issued a press release to report its first quarter results for 2019 and stock price effective May 1, 2019. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing information, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d). Exhibits
SIGNATURE
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, hereunto duly authorized.
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| | PUBLIX SUPER MARKETS, INC. |
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Dated: May 1, 2019 | By: | /s/ David P. Phillips |
| | David P. Phillips, Executive Vice President and Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
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