000008106112/3100000810612022-04-012022-04-01
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) April 1, 2022
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PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
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| Florida | | 000-00981 | | 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) | | |
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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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Securities registered pursuant to Section 12(b) of the Act: None |
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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 Agreement
Publix Super Markets, Inc. (Company) and Bridgid A. O'Connor, Officer of the Company, entered into an Indemnification Agreement dated April 1, 2022. 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 1, 2022, the Company filed Articles of Amendment to its Restated Articles of Incorporation in order to effect a 5-for-1 stock split of the Company’s common stock, par value $1.00 per share (Common Stock), and an increase in the number of authorized shares of Common Stock from 1,000,000,000 to 4,000,000,000 shares, to be effective as of the close of business on April 14, 2022. The Articles of Amendment were approved by action of the Company’s Board of Directors on April 1, 2022, and without the need for stockholder approval, in accordance with Section 607.10025 of the Florida Business Corporation Act.
The Articles of Amendment to the Restated Articles of Incorporation, as filed on April 1, 2022, are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01. Other Events
On April 1, 2022, the Company announced its Board of Directors declared a post-split quarterly dividend of $0.09 per share, payable May 2, 2022 to stockholders of record as of the close of business April 15, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d). Exhibits
104. Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: April 1, 2022 | By: | /s/ David P. Phillips |
| | David P. Phillips, Executive Vice President, Chief Financial Officer and |
| | Treasurer (Principal Financial and Accounting Officer) |
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