PFGC Files 8-K: Management Changes & New Agreements

TL;DR

PFGC 8-K dropped: new execs, deals, and board shuffles. Watch this space.

AI Summary

On September 23, 2025, Performance Food Group Company (PFGC) filed an 8-K reporting the entry into a material definitive agreement, the departure of directors or certain officers, and the election/appointment of new directors and officers. The filing also includes information on compensatory arrangements for certain officers and Regulation FD disclosures. Financial statements and exhibits are also part of this report.

Why It Matters

This 8-K filing indicates significant corporate actions at Performance Food Group, including potential changes in leadership and new material agreements, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and material agreements can signal shifts in strategy or underlying business issues, warranting closer scrutiny.

Key Players & Entities

• Performance Food Group Company (company) — Registrant
• 0001193125-25-213333.txt (document) — Filing identifier
• September 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 431983182 (identifier) — IRS Employer Identification No.
• 12500 West Creek Parkway (address) — Principal Executive Offices
• Richmond (location) — City of Principal Executive Offices
• Virginia (state) — State of Principal Executive Offices
• 23238 (zip_code) — Zip code of Principal Executive Offices
• (804) 484-7700 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PFGC New York Stock Excha

Filing Documents

• pfgc-20250923.htm (8-K) — 59KB
• pfgc-ex10_1.htm (EX-10.1) — 199KB
• pfgc-ex99_1.htm (EX-99.1) — 65KB
• img156502227_0.jpg (GRAPHIC) — 32KB
• img238193810_0.jpg (GRAPHIC) — 32KB
• 0001193125-25-213333.txt ( ) — 555KB
• pfgc-20250923.xsd (EX-101.SCH) — 23KB
• pfgc-20250923_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 23, 2025, Performance Food Group Company (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Sachem Head Capital Management LP, Sachem Head LP and certain of their affiliates (collectively, "Sachem Head"). Concurrently with the execution of the Cooperation Agreement, Sachem Head irrevocably withdrew its notice of nomination of candidates for election to the Board of Directors of the Company (the "Board") and business proposal intended to be presented at the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Pursuant to the Cooperation Agreement, the Board (i) increased the size of the Board from twelve (12) to thirteen (13) directors, (ii) appointed Scott D. Ferguson, a principal of Sachem Head, to the Board, with a term expiring at the 2025 Annual Meeting, and (iii) appointed Mr. Ferguson to the Audit and Finance Committee (the "Audit Committee") of the Board. The Company also agreed to include Mr. Ferguson on its slate of director nominees recommended by the Board for election at the 2025 Annual Meeting, subject to specified conditions. Additionally, pursuant to the Cooperation Agreement, Mr. Ferguson delivered to the Company an irrevocable resignation letter pursuant to which he will resign from the Board and all applicable committees thereof effective upon the earliest of (i) the date on which Sachem Head ceases to beneficially own a "net long position" that is at least 1.0% of the Company's then outstanding shares of common stock ("Common Stock") and (ii) the date on which Sachem Head has been determined by afinal non-appealable judgment of a court of competent jurisdiction to have materially breached any of its obligations under the Cooperation Agreement that has not been cured after written notice from the Company. Under the Cooperation Agreement, until the Standstill Termination Date (as defined below), Sachem Head agreed t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 23, 2025, the Company issued a press release announcing its entry into the Cooperation Agreement and the appointment of Mr. Ferguson to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01 of this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Cooperation Agreement, by and among Performance Food Group Company, Sachem Head Capital Management LP, Sachem Head LP and each of the parties listed on Schedule A thereto, dated as of September 23, 2025 99.1 Press release dated September 23, 2025 104 Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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: September 23, 2025 By: /s/ A. Brent King A. Brent King Executive Vice President, General Counsel and Secretary