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Performance Food Group (NYSE:PFGC) sets 2027 handoff to non-executive chair

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8-K

Rhea-AI Filing Summary

Performance Food Group Company (PFGC) announced several Board governance changes. The Board elected George L. Holm, currently Executive Chair, to become Non-Executive Chair effective January 1, 2027. The independent directors also elected Matthew C. Flanigan, who chairs the Audit and Finance Committee, to serve as Lead Independent Director following the 2026 Annual Meeting of Stockholders.

As part of an ongoing Board refreshment process, directors Manuel A. Fernandez, William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection at the 2026 Annual Meeting; this is stated not to result from any disagreement with the company. After the meeting, the Board size will decrease from 14 to 10 directors, including 8 independent directors.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size before change 14 directors Board size prior to the 2026 Annual Meeting
Board size after change 10 directors Board size following the 2026 Annual Meeting
Independent directors after change 8 directors Number of independent directors on the Board after the 2026 Annual Meeting
Effective date Non-Executive Chair January 1, 2027 Date George L. Holm becomes Non-Executive Chair
Operating locations more than 150 locations PFG’s facilities across North America
Customer locations served over 350,000 locations Number of customer locations receiving food and food-related products
Employees over 44,000 associates Workforce size contributing to PFG’s operations
Lead Independent Director regulatory
"elected Matthew C. Flanigan to serve as Lead Independent Director"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
Non-Executive Chair regulatory
"will transition to become Non-Executive Chair, effective January 1, 2027"
Board refreshment regulatory
"as part of its commitment to ongoing Board refreshment, Mr. Fernandez and directors"
Board refreshment is the deliberate replacement or addition of corporate board members to bring new skills, perspectives or energy to a company’s oversight team. For investors, it matters because a refreshed board can change a company’s strategy, improve oversight of management and reduce risk—similar to updating the coaching staff of a sports team to fix weaknesses and boost future performance, which can influence investor confidence and the stock price.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Annual Meeting of Stockholders regulatory
"following PFG’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

FAQ

What Board leadership changes did Performance Food Group (PFGC) announce in this 8-K?
Performance Food Group’s Board elected George L. Holm to transition from Executive Chair to Non-Executive Chair effective January 1, 2027, and chose Matthew C. Flanigan to become Lead Independent Director following the 2026 Annual Meeting.

Who will be the new Lead Independent Director at PFGC after the 2026 Annual Meeting?
The independent directors elected Matthew C. Flanigan to serve as Lead Independent Director after PFGC’s 2026 Annual Meeting. Flanigan currently chairs the Board’s Audit and Finance Committee and will succeed Manuel A. Fernandez, who has held the role since 2019.

Which PFGC directors are not standing for reelection at the 2026 Annual Meeting?
Directors Manuel A. Fernandez, William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection at the 2026 Annual Meeting. The company states this decision does not result from any disagreement with its operations, policies or practices.

How will the size and independence of PFGC’s Board change after the 2026 Annual Meeting?
After the 2026 Annual Meeting, PFGC’s Board will shrink from 14 to 10 directors, of whom 8 will be independent. The company describes these changes as part of its commitment to ongoing Board refreshment and governance evolution.

When will George L. Holm become Non-Executive Chair of Performance Food Group?
George L. Holm will become Non-Executive Chair of Performance Food Group effective January 1, 2027. He currently serves as Executive Chair and will continue on the Board in this new non-executive leadership capacity after the transition date.

How large is Performance Food Group’s business footprint mentioned in this filing?
Performance Food Group is described as operating more than 150 locations and serving over 350,000 locations, with more than 44,000 associates. These figures highlight its scale as one of the largest food and foodservice distribution companies in North America.

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Understanding 8-K Material Events →
Performance Food Group Co false 0001618673 0001618673 2026-08-18 2026-08-18
 
 

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): August 18, 2026

 

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2026, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) elected George L. Holm as Non-Executive Chair of the Board (transitioning from his current role as Executive Chair of the Board), effective January 1, 2027.

 

Item 8.01

Other Events.

On August 20, 2026, the Company issued a press release to announce that the independent directors of the Board have elected Matthew C. Flanigan to serve as Lead Independent Director following the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Flanigan, who currently chairs the Board’s Audit and Finance Committee, will succeed Manuel A. Fernandez, who has served in the role since 2019. The Company also announced that, as part of its commitment to ongoing Board refreshment, Mr. Fernandez and directors William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection to the Board at the Annual Meeting. The foregoing was not the result of any disagreement between any such director and the Company or the Board on any matter relating to the Company’s operations, policies or practices. Following the Annual Meeting, the Board will decrease in size from 14 to 10 directors, eight of whom will be independent. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

99.1    Press release dated August 20, 2026
104    Cover page Interactive Data File (embedded within Inline XBRL document)

 

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 thereunto duly authorized.

 

    PERFORMANCE FOOD GROUP COMPANY
Date: August 20, 2026     By:  

/s/ A. Brent King

      A. Brent King
      Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Performance Food Group Company Announces Board Updates

Matthew C. Flanigan to Become Lead Independent Director

Board to Be Resized to 10 Directors at 2026 Annual Meeting

RICHMOND, Va. – August 20, 2026 – Performance Food Group Company (“PFG” or the “Company”) (NYSE: PFGC) today announced that the independent directors of the Company’s Board of Directors (the “Board”) have elected Matthew C. Flanigan to serve as Lead Independent Director following PFG’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Flanigan, who currently chairs the Board’s Audit and Finance Committee, will succeed Manuel A. Fernandez, who has served in the role since 2019.

The Company also announced that Fernandez and directors William F. Dawson, Jr., Laura Flanagan and Scott D. Ferguson will not stand for reelection to the Board at the Annual Meeting. Following the Annual Meeting, the Board will decrease in size from 14 to 10 directors, eight of whom will be independent. In addition, George L. Holm, Executive Chair of the Board, will transition to become Non-Executive Chair, effective January 1, 2027.

“On behalf of the entire Board, I want to thank Manny, Bill, Laura and Scott for their contributions to PFG,” said Holm. “Over their tenures, Manny and Bill have helped guide PFG through significant transformation, including its IPO to becoming a Fortune 100 company. Laura joined as part of the Core-Mark acquisition and brought important insights in the boardroom during and beyond that successful transaction and Scott provided valuable investor perspectives during his tenure. We are grateful for their unique perspectives and the ways each has made their mark on our Company’s success.”

Holm continued, “PFG has tremendous momentum and a clear plan focused on margin expansion, disciplined capital allocation and consistent organic sales growth, and as our new Lead Independent Director, Matt will play an important role in helping to guide this strategy. Together with Matt and the rest of the Board, I look forward to continuing to work alongside Scott McPherson and the leadership team as they execute our plan to build on our scale and diversified position across the food-away-from-home market.”

Flanigan said, “I am honored to have been selected to serve as Lead Independent Director. I also want to recognize Manny for his more than seven years of service in this role. His leadership on our Board and his focus on strong governance have been invaluable to PFG. Looking forward, our Board is enthusiastic about our Company’s prospects, and confident that we are executing the right strategy and priorities to deliver sustainable long-term growth. We will continue to evaluate our Board’s size and composition consistent with our commitment to ongoing Board refreshment.”

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other nonhistorical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section entitled Item 1A. Risk Factors in PFG’s Annual Report on Form 10-K for the fiscal year ended June 27, 2026 filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2026, 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 at www.sec.gov, could cause actual future results to differ materially from those expressed in any forward-looking statements:

 

  •  

costs and risks associated with a potential cybersecurity incident or other technology disruption;

 

  •  

our reliance on technology and risks associated with disruption or delay in implementation of new technology, including artificial intelligence (“AI”), and the integration of AI into our processes;

 

  •  

economic factors, including inflation or other adverse changes such as a downturn in economic conditions, geopolitical events, tariff increases or modifications, or a public health crisis, negatively affecting consumer confidence and discretionary spending;

 

  •  

our growth and innovation strategy may not achieve the anticipated results;

 

  •  

competition in our industry is intense, and we may not be able to compete successfully or adjust our cost structure where one or more of our competitors successfully implement lower costs;

 

  •  

we do not have long-term contracts with certain customers;

 

  •  

group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these organizations;

 

  •  

our reliance on third-party suppliers;

 

  •  

we operate in a low margin industry, which could increase the volatility of our results of operations;

 

  •  

our inability to increase our sales in the highest margin portion of our business;

 

  •  

changes in pricing practices of our suppliers;

 

  •  

our profitability is directly affected by cost inflation and deflation, commodity volatility and other factors;

 

  •  

volatility of fuel and other transportation costs;

 

  •  

risks relating to acquisitions, such as the risk that we are not able to realize the benefits of acquisitions or successfully integrate the businesses we acquire or that we incur significant integration costs;

 

  •  

changes in eating habits of consumers;

 

  •  

a portion of our sales volume is dependent upon the distribution of cigarettes and other tobacco products, sales of which are generally declining;

 

  •  

labor relations and cost risks and availability of qualified labor;

 

  •  

extreme weather conditions, including hurricane, flood, tornado, blizzard, earthquake, fire, and natural disaster damage and extreme heat or cold;

 

  •  

negative media exposure and other events that damage our reputation;

 

  •  

environmental, health, and safety costs, including compliance with current and future environmental laws and regulations relating to carbon emissions and climate change and related legal or market measures;

  •  

our inability to comply with requirements imposed by applicable law or government regulations, including changes in regulation of e-vapor products and other alternative nicotine products;

 

  •  

increase in excise taxes or reduction in credit terms by taxing jurisdictions;

 

  •  

the potential impact of product recalls and product liability claims relating to the products we distribute and other litigation;

 

  •  

adverse judgments or settlements or unexpected outcomes in legal proceedings;

 

  •  

the cost and adequacy of insurance coverage and increases in the number or severity of insurance and claims expenses;

 

  •  

impact of uncollectibility of accounts receivable;

 

  •  

risks relating to our outstanding indebtedness, including the impact of interest rate increases on our variable rate debt; and

 

  •  

our ability to raise additional capital on commercially reasonable terms or at all.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement, including any contained herein, speaks only as of the time of this release or as of the date it was made, and we do not undertake to update or revise it as more information becomes available or to disclose any facts, events, or circumstances after the date of this release or our statement, as applicable, that may affect the accuracy of any forward-looking statement, except as required by law.

About Performance Food Group Company

Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. Founded and headquartered in Richmond, Virginia, PFG and our family of companies market and deliver quality food and food-related products to over 350,000 locations, including independent and chain restaurants, schools, business and industry locations, vending and office coffee service distributors, retailers, convenience stores, and theaters, and direct to consumers. PFG’s success as a Fortune 100 company is achieved through our over 44,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit pfgc.com.

Investors:

Bill Marshall

Sr. Vice President, Investor Relations

(804) 287-8108

bill.marshall@pfgc.com

Media:

Scott Golden

Director, Communications & Engagement

(804) 484-7999

mediarelations@pfgc.com

Source: View Original Filing on SEC EDGAR

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