Performance Food Group Co. presents its definitive proxy outlining governance, director elections, auditor ratification, and executive compensation. Stockholders are asked to elect 13 director nominees, ratify Deloitte & Touche LLP as auditor for fiscal 2026, and approve named executive officer pay in a non-binding advisory vote. The proxy discloses a governance framework with independent directors, committee structures (Audit and Finance; Compensation; Nominating and Corporate Governance; Technology and Cybersecurity), proxy access, special meeting rights, and limits on outside directorships. Director pay includes a $105,000 cash retainer and $180,000 equity retainer, plus a $100,000 lead director equity retainer. CEO base salary was increased to $750,000 effective January 1, 2025. Long-term equity awards use Relative TSR metrics; recent performance-share vesting ranged from 171.60% to 185.56% of target for completed cycles. The company reports approximately 38,139 employees in North America and discloses use of non-GAAP measures (Adjusted EBITDA, Adjusted Diluted EPS) with reconciliations in Appendix A.
Scott D. Ferguson and affiliated Sachem Head entities reported an indirect beneficial ownership of 3,350,000 shares of Performance Food Group Co (PFGC) on Form 3. The filing states it is an initial ownership statement and is filed jointly by Mr. Ferguson, Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC, all sharing the same business address. The filing disclaims direct beneficial ownership except to the extent of any pecuniary interest.
Performance Food Group Co insider Chasity D. Grosh, identified as Senior Vice President and Chief Accounting Officer, reported a sale of 434 shares of Common Stock on 09/28/2025 at a reported price of $104.3 per share. After the transaction she beneficially owned 8,444 shares, held directly. The Form 4 was executed by an attorney-in-fact on 09/29/2025. The filing shows transaction code F as reported on the form.
Performance Food Group Company entered into a Cooperation Agreement with Sachem Head Capital and its affiliates, resolving a potential proxy contest around the 2025 annual meeting. Sachem Head withdrew its director nominations and business proposal in connection with the agreement.
The Board expanded from 12 to 13 members and appointed Scott D. Ferguson, a principal of Sachem Head, as a director with a term expiring at the 2025 annual meeting, and to the Audit and Finance Committee. The Company agreed to nominate him on its slate at that meeting, subject to conditions, and his compensation will match other non-employee directors on a prorated basis.
Sachem Head agreed, until a specified standstill termination date, to vote its shares in line with Board recommendations on director elections and most other matters, with limited exceptions tied to proxy advisor recommendations and extraordinary transactions. Mr. Ferguson submitted an irrevocable resignation letter that becomes effective if Sachem Head’s net long ownership falls below 1.0% of common stock or upon certain uncured material breaches of the agreement.
Performance Food Group Company disclosed that on September 15, 2025 it entered into a clean team agreement with US Foods Holding Corp.. The agreement allows the companies to share certain non-public, confidential and proprietary information so they can evaluate regulatory considerations and possible synergies for a potential business combination. The disclosure emphasizes that this information exchange is structured through a clean team arrangement, which is commonly used to handle sensitive data in exploratory transaction work. The company also noted that on September 16, 2025 it issued a press release about this event, which is included as Exhibit 99.1.
Erika T. Davis, Executive Vice President and Chief Human Resources Officer of Performance Food Group Company (PFGC), sold 4,100 shares of the issuer's common stock on 09/02/2025 at a weighted average price of $105.06 per share. Following the sale, she beneficially owned 46,541 shares.
The Form 4 discloses the sale was made under a Rule 10b5-1 trading plan established by Ms. Davis on February 27, 2025, and the sale comprised multiple transactions at prices ranging from $105.00 to $105.15. No derivative transactions or other changes in beneficial ownership are reported.
Scott E. McPherson, President and Chief Operating Officer of Performance Food Group Co. (PFGC), reported a sale of 1,069 shares of the company's common stock on 09/02/2025 at a price of $105.18 per share. After the transaction he beneficially owned 171,883 shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025.
Performance Food Group Company director and CEO George L. Holm reported option exercise and contemporaneous stock sales on 09/02/2025. Mr. Holm exercised 35,436 fully vested options with a $19 exercise price, resulting in acquisition of 35,436 common shares. Those 35,436 shares were sold the same day in multiple transactions under a Rule 10b5-1 trading plan established August 29, 2024, at weighted average prices of $103.58, $104.47 and $105.10 across the lots. Following these transactions, he beneficially owned 1,621,552 common shares (directly). The Form 4 was signed by an attorney-in-fact on 09/03/2025.
A. Brent King, Executive Vice President, General Counsel and Secretary of Performance Food Group Company (PFGC), reported related transactions on 09/02/2025 executed under a Rule 10b5-1 trading plan established February 26, 2025. He exercised 6,334 fully vested options with an exercise price of $32.50, resulting in 6,334 shares issued. Those 6,334 shares were then sold in multiple transactions at a weighted average price of $105.10 per share, with sale prices ranging from $105.00 to $105.23. Following these transactions, the reporting person’s beneficial ownership was reported as 62,852 shares.
Performance Food Group Company insider sale. Executive Vice President and Chief Financial Officer Hugh Patrick Hatcher sold 5,000 shares of PFGC common stock on 09/02/2025 under a pre-established Rule 10b5-1 trading plan. The reported weighted-average sale price was $105.07, with individual trade prices ranging from $105.00 to $105.21.
After the sale, the reporting person beneficially owns 47,655 shares, held directly. The sale was effected pursuant to a 10b5-1 plan established on February 7, 2025; the filer states they will provide details of the number of shares sold at each price upon request.