Performance Food Group 2025 shareholder votes back board, auditor, pay

Rhea-AI Filing Summary

Performance Food Group Company reported the results of its 2025 Annual Meeting of Stockholders. Stockholders elected all nominated directors to one-year terms expiring at the 2026 annual meeting, with each nominee receiving a substantial majority of votes cast, including Barbara J. Beck, Danielle M. Brown, William F. Dawson, Jr., and the other named directors.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026, with 142,120,824 votes cast for the proposal. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 140,233,233 votes in favor, 2,190,151 against, and 285,466 abstentions, alongside 2,619,466 broker non-votes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

Performance Food Group Company

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37578	43-1983182
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12500 West Creek Parkway Richmond, Virginia		23238
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PFGC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 19, 2025, Performance Food Group Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 10, 2025 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified:

	Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
Barbara J. Beck	141,092,157		1,542,847		73,846		2,619,466
Danielle M. Brown	142,603,181		32,956		72,713		2,619,466
William F. Dawson, Jr.	141,004,647		1,631,864		72,339		2,619,466
Scott D. Ferguson	139,007,272		3,619,317		82,261		2,619,466
Manuel A. Fernandez	141,122,789		1,523,570		62,491		2,619,466
Laura Flanagan	142,624,310		13,440		71,100		2,619,466
Matthew C. Flanigan	142,610,838		25,253		72,759		2,619,466
Kimberly S. Grant	137,084,201		5,555,329		69,320		2,619,466
George L. Holm	141,401,119		1,249,099		58,632		2,619,466
Jeffrey M. Overly	140,418,541		2,230,337		59,972		2,619,466
David V. Singer	142,616,058		21,393		71,399		2,619,466
Randall N. Spratt	142,608,840		26,021		73,989		2,619,466
Warren M. Thompson	141,425,750		1,210,267		72,833		2,619,466

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
142,120,824	3,136,428	71,064	N/A

Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
140,233,233	2,190,151	285,466	2,619,466

SIGNATURES

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.

		PERFORMANCE FOOD GROUP COMPANY
Date: November 19, 2025		By:	/s/ A. Brent King
			A. Brent King
			Executive Vice President, General Counsel and Secretary

FAQ

What did PFGC stockholders vote on at the 2025 Annual Meeting?

Stockholders of Performance Food Group Company (PFGC) voted on three main items: the election of directors for one-year terms, ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote on named executive officer compensation.

Were all Performance Food Group (PFGC) director nominees elected in 2025?

Yes. All nominated directors, including Barbara J. Beck, Danielle M. Brown, William F. Dawson, Jr., Scott D. Ferguson, and the other listed nominees, were elected to serve one-year terms expiring at the 2026 Annual Meeting, each receiving more votes cast for than against.

Which audit firm did PFGC stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Performance Food Group Company’s independent registered public accounting firm for fiscal 2026, with 142,120,824 votes for, 3,136,428 against, and 71,064 abstentions.

How did PFGC stockholders vote on executive compensation in 2025?

In a non-binding advisory vote on named executive officer compensation, PFGC stockholders cast 140,233,233 votes for, 2,190,151 votes against, and 285,466 abstentions, with 2,619,466 broker non-votes.

What does the advisory vote on PFGC executive compensation mean?

The advisory vote shows stockholder views on the compensation of PFGC’s named executive officers as disclosed in the proxy statement. It is non-binding, meaning the board is not required to follow the result but receives feedback from stockholders.

When was Performance Food Group’s 2025 Annual Meeting held?

The 2025 Annual Meeting of Stockholders of Performance Food Group Company was held on November 19, 2025.