Performance Food Group Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Performance Food Group Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF

ANNUAL

MEETING OF

STOCKHOLDERS

PROXY

STATEMENT

At Performance Food Group, we are proud of the heritage, talent and local knowledge of our family of companies. Across all locations, our shared culture unites us and helps us to consistently deliver the goods. PFG In Action guides how we show up for each other, our customers and our communities. At PFG, our commitment to our associates, customers and communities can be summed up in a simple phrase: We Deliver the Goods.

\2023 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice of 2024 Virtual

Annual Meeting of Stockholders

Logistics

Items of Business

Stockholders will also consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Proxy votes must be received no later than 11:59 P.M., Eastern Time, on November 19, 2024.

If you plan to participate virtually in the Annual Meeting, please see the instructions in the “Questions and Answers about Voting and the Annual Meeting” section of this Proxy Statement. Stockholders will be able to listen, vote electronically and submit questions online during the Annual Meeting. There will be no physical location for stockholders to attend. Stockholders may only participate online at www.virtualshareholdermeeting.com/PFGC2024.

This Proxy Statement, together with a form of proxy card and the Annual Report on Form 10-K for the fiscal year ended June 29, 2024 (the “Annual Report”), are first being sent to stockholders on or about October 10, 2024.

Your vote is important to us. Thank you for voting.

Ways To Vote Your Proxy

By Order of the Board of Directors,

Message from Our

Chairman & CEO

Our Company had an outstanding fiscal year, achieving record profit results while continuing our journey as one of the leading distributors of food and foodservice products in the U.S. We have set ourselves apart by expanding into new and exciting markets and broadening our range of products. As a result, we are increasing our share of the food-away-from-home market and engagement with consumers.

Our sales growth has placed us among some of the largest companies in the country. In 2024, PFG moved higher on the Fortune 500 list, securing the No. 84 position. This marks the second consecutive year that we were among the top 100 largest companies in the U.S., according to Fortune.

We lead with our Foodservice segment, which is one of the country's largest suppliers of food to independent and chain restaurants. PFG’s substantial and expanding salesforce is an important competitive advantage, propelling our business to new heights. We have consistently increased our market share, especially in the independent restaurant space, which remains a significant and profitable opportunity. Through our continuous development of proprietary brands, we believe we are at the forefront of this important channel and have substantial room to grow.

In fiscal 2024, our Vistar segment also achieved solid growth by expanding into new and growing channels such as online fulfillment and e-commerce platforms. Vistar is uniquely positioned as one of the largest distributors of candy, snacks, and beverages to a range of customers including movie theaters, vending machine operators, retail stores, schools, and hotels, among others.

The Company achieved $58.3 billion in net revenue, $435.9 million in net income and $1.5 billion in Adjusted EBITDA(1) during fiscal 2024, marking solid growth in several areas, including excellent performance in independent restaurants.

Executing Strategic M&A

In addition to a strong organic performance, PFG successfully expanded our business through targeted acquisitions in key geographies. In July 2024, PFG acquired José Santiago, Inc., the largest foodservice distributor in Puerto Rico, marking our Company’s first operating company located in the Caribbean. We expect strong growth opportunities in the future from this acquisition. In August 2024, we announced our intention to acquire Cheney Bros, Inc., a leading foodservice distributor in the Southeastern U.S. We closed the transaction on October 8th, adding to our strong foodservice distribution platform. This acquisition increases our scale and geographic reach. We believe that these deals will build on PFG’s legacy strength and drive sales and profit growth in the long term.

“Our sales growth has placed us among some of the largest companies in the country. In 2024, PFG moved higher on the Fortune 500 list, securing the No. 84 position. This marks the second consecutive year that we were among the top 100 largest companies in the U.S., according to Fortune.”

George Holm, Chairman & CEO

Message from Our Chairman & CEO

In fiscal 2024, PFG also acquired Green Rabbit, a company focused on online order fulfillment that ships directly to consumers and businesses. The transaction added three warehouses dedicated to this business, effectively doubling PFG’s fulfillment facilities. We are optimistic about the prospects for this platform going forward.

Earlier in fiscal 2024, PFG also acquired OLM Foods, which is focused on developing and selling high- quality food products and programs. OLM has partnered with our Core-Mark business to sell in the convenience store channel. Convenience is an important growth vehicle for PFG, and OLM is another avenue for our company to capture this growth.

Making Progress on ESG Initiatives

Throughout fiscal 2024, we have also made substantial strides in achieving our environmental, social and governance (ESG) goals, encompassing areas such as responsible sourcing, energy efficiency, renewable energy, waste management, and associate engagement and development. Noteworthy accomplishments include reducing power consumption intensity and reaching our goal of an 80 percent diversion rate for operational waste seven years ahead of schedule. On the road, we’ve started a collaborative pilot program to use all-electric refrigeration technology on battery-electric trucks. We have also introduced zero-emission, heavy-duty yard trucks to reduce our carbon footprint and ensure the safety of our drivers. Additionally, in the workplace we established PFG’s first Inclusion Council and formed Associate Resource Groups (ARGs) to encourage important conversations. I am extremely impressed by the organization’s dedication to fulfilling our ESG commitments and our ability to adapt and evolve along the way.

PFG ended fiscal 2024 in a strong financial position. During fiscal 2024, we generated strong cash flow which allowed us to return cash to stockholders through strategic share repurchases and pursue M&A opportunities. We spent $395.6 million of capital expenditures to expand warehouse capacity and add to our fleet to keep pace with our growth trajectory. Additionally, we completed $307.7 million in acquisitions (excluding José Santiago, Inc.) and $78.1 million in share repurchases. We also used our cash flow to reduce our outstanding debt.

In summary, I am very proud of our Company’s achievements during fiscal 2024. More importantly, I am excited for the future and building upon the momentum we have gathered over the past several years.

Best regards,

George L. Holm

Chairman & CEO

(1)

This Proxy Statement includes several metrics, including Adjusted EBITDA and Adjusted Diluted EPS, that are not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”). Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

LEADING FOOD AND FOODSERVICE DISTRIBUTOR

OVER

37,000

associates nationwide

OVER

372M

miles logged with one of the

nation’s largest truck fleets

MORE THAN

300,000

customer locations PFG

delivers to

distribution centers

APPROXIMATELY

250,000

national and proprietary

branded food and food-related

products PFG delivers

•

FOODSERVICE is one of the largest broadline distributors by net sales in the U.S., and markets and distributes food and food-related products to independent restaurants, chain restaurants, and other institutional “food-away-from-home” locations.

VISTAR is a leading national distributor of candy, snacks and beverages to vending and office coffee service distributors, retailers, theaters, hospitality providers and other channels.

•

•

CONVENIENCE is one of the largest foodservice and wholesale consumer products distributors in the convenience retail industry in North America.

Proxy Summary

Performance Food Group Company is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. PFG’s success as a Fortune 100 company is achieved through our more than 37,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve.

This summary highlights information about Performance Food Group Company (the “Company” or “PFG”). This summary does not contain all of the information you should consider in voting your shares; therefore, you should read the entire Proxy Statement carefully before voting. Except where the context requires otherwise, references to “the Company,” "PFG," “we,” “us” and “our” refer to Performance Food Group Company and our subsidiaries. Capitalized terms used but not defined herein have the meanings set forth in our Annual Report.

PFG at a Glance

Foodservice

Vistar

Convenience

distribution

centers(1)

Our Geographic Footprint

(1) Excludes José Santiago, Inc., which was acquired in July 2024.

Fiscal 2024 Performance Highlights(1)

(1)

Percentages presented for segments exclude corporate overhead and other non-reportable segments.

(2)

Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

Voting Roadmap

PROPOSAL 01:Election of Directors

Your Board of Directors recommends that you vote FOR the election of the 12 director nominees.See page 13 for further information.

Board Snapshot

Corporate Governance Highlights

OUR ESG PROGRAM

As an industry leader and one of the largest foodservice distribution companies in North America, PFG strives to preserve the environment, strengthen our social impact, and execute effective governance. We intend to advance our ESG goals by continuing to develop procedures, programs, and partnerships across our value chain.

Our ESG strategy is focused on the following key areas important to our business and stakeholders:

Environmental

Stewardship

Social

Stewardship

Governance

PFG is committed to preserving the environment, strengthening our social impact, and continuing effective governance. In fiscal 2024, we prioritized efforts to advance our ESG strategy and goals in our operations and throughout our value chain.

We have made consistent progress on our ESG goals since we began our ESG initiatives in 2021. In a relatively short span, we have not only set ambitious targets but have also made substantial strides towards achieving them.

PFG IN ACTION

Our shared culture unites us and helps us consistently deliver for our customers. This includes our dedication to sustainability. We are committed to doing the right thing and embracing ESG best practices while serving the communities where our customers, suppliers, and associates live and work.

We believe our ESG strategies are strong initial steps toward creating meaningful change, and we are making a tangible difference through our actions. Our inspired associates, innovative products, and impactful environmental policies are a testament to our commitment to making conscious and intentional steps toward creating a better world for all.

We know our success depends on strengthening the communities where we live and work and on preserving our environment. We continue to evaluate what we do and how we do it, and look for ways to become better every day.

PROPOSAL 01:Election of Directors

Your Board of Directors recommends that you vote "FOR" the election of the 12 director nominees.See page 13 for further information.

PROPOSAL 02Ratification of Independent Registered Public Accounting Firm

Your Board of Directors recommends that you vote "FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025.See page 39 for further information.

PROPOSAL 03Advisory Vote on Named Executive Officer Compensation

Your Board of Directors recommends that you vote "FOR" the approval of the compensation paid to our named executive officers.See page 50 for further information.

PROPOSAL 04Approval of 2024 Omnibus Incentive Plan

Your Board of Directors recommends that you vote “FOR” the approval of the 2024 Omnibus Incentive Plan.See page 81 for further information.

Framework of 2024 Named Executive Officer Compensation

Compensation Practices

WHAT WE DO

Performance-Driven Pay: We base a very high percentage of executive pay on Company performance through annual and long-term incentives that are capped. We require executives to achieve annual and long-term performance-based goals tied to stockholder value.

Pay Aligned to Peers: We target median compensation levels and benchmark market data of our peer group companies when making executive compensation decisions.

Annual Say-on-Pay: We hold an annual advisory Say-on-Pay vote concerning executive compensation.

Clawbacks: Our clawback policy subjects sign-on grants, incentive cash, and/or equity awards to clawbacks in the event of a restatement of the financial statements or an error in the calculation of such incentive-based or equity-based compensation, regardless of fraud or misconduct.

Stock Ownership Requirements: We apply mandatory stock ownership guidelines for executive officers and directors.

Independent Compensation Consulting Firm Reports Directly to the Human Capital and Compensation Committee (“Compensation Committee”): Our Compensation Committee engages an independent compensation consulting firm, that does not provide any other services to our Company, to provide counsel, make recommendations and evaluate risk in our compensation programs.

Double-Trigger Severance Agreements: We maintain double-trigger equity award vesting acceleration upon involuntary termination following a change in control (“CIC”).

Annual Risk Assessment: We perform an annual risk assessment of our compensation programs with the assistance of our independent compensation consulting firm.

WHAT WE DON’T DO

Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current plans, estimates, expectations and projections, and are not guarantees of future performance. They are based on management’s beliefs, projections or expectations that involve a number of risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. For factors that could cause actual results to differ from expected results, see the risks and uncertainties described in our publicly filed reports, including our Annual Report on Form 10-K for the fiscal year ended June 29, 2024 filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website atwww.sec.gov. These forward-looking statements speak only as of the date of this Proxy Statement. We undertake no obligation to publicly update or revise any forward-looking statement in this Proxy Statement.