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

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED SEPTEMBER [•], 2025

Performance Food Group has strategically expanded its scale, reach and capabilities to meet evolving customer and consumer needs. PFG One reflects our enterprise approach of leveraging collaboration across our three business segments—Foodservice, Convenience, and Specialty—to deliver integrated solutions that strengthen customer partnerships, create vendor growth opportunities and empower associates. This model combines the agility of a decentralized structure with the benefits of scale, positioning PFG as the partner of choice in a dynamic market. By aligning resources and expertise, PFG One drives innovation, responsiveness and long-term value creation, reinforcing our leadership in the growing food-away-from-home industry.

\2023 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

George Holm, Chairman & CEO

“By collaborating across our three operating segments, Foodservice, Convenience and Specialty, we expect to produce top and bottom-line performance that builds upon our track record of value creation for all stakeholders and extends our competitive advantage that sets PFG apart from our peers.”

Message from Our Chairman & CEO

Message from Our

Chairman & CEO

TO OUR STOCKHOLDERS,

It has been an exciting year for our Company, and I am proud of the significant milestones we achieved. It is the dedication and hard work of our approximately 43,000 associates that has enabled our company’s continued success. This year, we celebrated our 10-year anniversary as a public company by ringing the Closing Bell and hosting an Investor Day at the New York Stock Exchange. When we became a public company in 2015, our market cap was $2 billion with approximately $15 billion in annual net sales. At the close of fiscal 2025, we achieved a market cap of approximately $14 billion with $63.3 billion of net sales. Earlier in the year, we also moved higher on the Fortune 500 list, landing in the No. 80 position.

It is against this backdrop that we continued to execute our strategy, finishing fiscal 2025 with significant operational and growth momentum across our three operating segments. I am excited for what the future holds at PFG and our plans to achieve success.

Delivering on Long Runway for Strategic Growth

At our Investor Day in May, we highlighted the strategy that will drive continued growth for our company. PFG is a one-of-a-kind organization with a deep reach across the U.S. food-away-from-home market. Over the years we have built a distribution network to service this growing market and are

now reaching the size and scale needed to take full advantage of our market position. By collaborating across our three operating segments, Foodservice, Convenience and Specialty, we expect to produce top and bottom-line performance that builds upon our track record of value creation for all stakeholders and extends our competitive advantage that sets PFG apart from our peers. Central to everything we do is our customer-first approach and entrepreneurial culture, both of which will remain key to our success going forward.

Strengthening PFG’s Footprint and Market Position

M&A has been an important part of our strategy and, early in the fiscal year, we welcomed the associates from two outstanding companies – José Santiago and Cheney Brothers. These two acquisitions expanded PFG’s territories into Puerto Rico and within the Southeastern United States, respectively, and will drive sales and profit growth in the long term.

Our acquisition of José Santiago, Inc., the largest foodservice distributor in Puerto Rico, in July 2024, marked our first operating company in the Caribbean. Over the past year, we have seen great progress from this organization, and we anticipate more growth opportunities in the years to come as this acquisition not only strengthens our presence in Puerto Rico but also opens new avenues for expansion in the Caribbean region.

8.5%

TOTAL CASE VOLUME GROWTH

$7.4B

GROSS PROFIT IMPROVED 12.8%

$1.8B(1)

ADJUSTED EBITDA INCREASED 17.3%

$63.3B

NET SALES INCREASED 8.6%

$340.2M

NET INCOME

$2.18

DILUTED EARNINGS PER SHARE ("EPS")

Message from Our Chairman & CEO

OUR FISCAL 2025 FINANCIAL RESULTS

In October 2024, PFG acquired Cheney Brothers, a leading independent foodservice distributor. This acquisition has significantly increased our scale and geographic reach, allowing us to better serve our customers and strengthen our market position.

I am very pleased with the progress we have made this year to integrate both José Santiago and Cheney Brothers. The synergies and additional market penetration from these acquisitions are already beginning to materialize, and we are confident that they will continue to contribute positively to our overall growth strategy.

In addition, we continue to invest in our people and technology, to keep pace with our growth. Throughout fiscal 2025, we made strategic investments in our warehouse capacity and added to our fleet, all while improving safety standards and advancing sustainability. Our continued focus on innovation, operational excellence, and customer satisfaction will drive our success in the years to come, and ensure we extend our legacy of positive impact for our associates, customers, suppliers, and the communities we serve.

Building on the Strong Momentum Underway

PFG ended fiscal 2025 in a strong financial position and is poised to capture the upside potential of our new three-year financial plan. Going forward, we will continue to execute our balanced capital allocation strategy, focused on capital expenditures, leverage reduction, share repurchases and M&A.

In summary, I am very proud of our Company’s achievements during fiscal 2025 and the incredible team in place, and look forward to many more years of success at PFG.

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 directly comparable financial measures calculated in accordance with GAAP.

NotiCE of 2025 virtual annual meeting of stockholders

Notice of 2025 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 18, 2025.

The Annual Meeting will be held virtually and conducted exclusively via live audio webcast. 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/PFGC2025.

This Proxy Statement, together with a form of proxy card and the Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (the “Annual Report”), are first being sent to stockholders on or about October 10, 2025.

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

Ways To Vote Your Proxy

By Order of the Board of Directors,

LEADING FOOD AND FOODSERVICE DISTRIBUTOR

•

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.

•

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

•

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

APPROXIMATELY

43,000

associates nationwide

distribution centers

OVER

419M

miles logged with one of the

nation’s largest truck fleets

APPROXIMATELY

250,000

national and proprietary branded food and food-related products PFG delivers

MORE THAN

300,000

customers supported by PFG

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 approximately 43,000 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

CONVENIENCE

SPECIALTY

DISTRIBUTION

CENTERS

$1.8B

2025 ADJUSTED

EBITDA(2)

Our Geographic Footprint

Fiscal 2025 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 directly comparable financial measures calculated in accordance with GAAP.

Drive Sales Growth

Outperform with Our

People & Culture

Strategy

Deliver Operational

Efficiency by

Leveraging

Technology

Resulting in Strong

Adjusted EBITDA

Growth

Consistent Organic

Sales Growth

Adjusted

EBITDA Margin

Expansion

Capital Allocation

to Drive Stockholder

Value

PFG Strategies and Priorities

Our Strategic Roadmap to Success

Voting Roadmap

PROPOSAL 01:Election of Directors

Your Board of Directors recommends that you vote “FOR” the election of PFG’s 13 director nominees.See page 13 for further information.

(1) Appointed pursuant to the Cooperation Agreement (as defined below) with Sachem Head Capital Management LP and certain of its affiliates.

A = Audit and Finance, HC = Human Capital and Compensation, NCG = Nominating and Corporate Governance, T = Technology and Cybersecurity, (C) = Chair

Board Snapshot

(1)

Measurement period for calculating director tenure begins with the Company’s initial public offering in 2015.

Corporate Governance Highlights

Stockholder Rights

•

Majority voting standard for uncontested director elections

•

Proxy access right

•

Right to call a special meeting

•

Single class of voting stock with equal voting rights

Robust Board Oversight and Accountability

•

Significant stock ownership requirements for directors and executive officers

•

Annual election of all directors

•

Annual Board and committee self-evaluations

•

Nominating and Corporate Governance Committee oversight of sustainability

•

Technology and Cybersecurity Committee oversight of our cybersecurity program

•

Annual “say-on-pay” advisory vote

Board Independence

•

The Board has determined that all of our director nominees, other than our CEO, are independent

•

Fully independent Board Committees

•

Executive sessions of independent directors without members of management present at all regularly scheduled Board and committee meetings

•

Independent Lead Director with robust duties and oversight responsibilities

•

Year-round active stockholder engagement program regarding our long-term strategic initiatives to understand stockholder viewpoints and deliver feedback to the Board and senior leadership

•

Hosted 2025 Investor Day at the New York Stock Exchange ("NYSE")

Policies and Guidelines

•

Limits on the number of public company directorships held by our directors

•

Policies prohibiting hedging and pledging our shares

•

Clawback policy for incentive compensation

PROPOSAL 01:Election of Directors

Your Board of Directors recommends that you vote “FOR” the election of PFG’s 13 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 2026.See page 41 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 46 for further information.

Framework of 2025 Named Executive Officer Compensation

Base Salary: Compensation to recognize ongoing performance of job responsibilities.Cash Incentive Opportunity: Compensation “at-risk” and designed to encourage the achievement of annual business goals.Long-Term Equity Incentive Opportunity: Compensation “at-risk” and designed to encourage the creation of stockholder value and the achievement of long-term business goals. Executives receive a mix of restricted shares (40%) and performance shares (60%).

Fiscal Year 2025 Compensation Highlights

Our current executive compensation program is intended to achieve two fundamental objectives: (i) attract, motivate, and retain high-caliber talent; and (ii) align executive compensation with achievement of our overall business goals and stockholder interests. The material elements of our executive compensation program for NEOs include base salary, a cash incentive opportunity, a long-term equity incentive opportunity, and broad-based employee benefits.

Table of Contents

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 28, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025, 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.