8-K

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): June 28, 2024

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.

Director Election

On June 28, 2024, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) appointed Danielle M. Brown to the Board, effective immediately. The Board has determined that Ms. Brown qualifies as an independent director under the corporate governance standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and the applicable rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board also appointed Ms. Brown to serve as a member of the Company’s Audit and Finance Committee and as a member of the Technology and Cybersecurity Committee, effective immediately.

Ms. Brown (53) has served as Senior Vice President and Chief Information Officer (CIO) of Whirlpool Corporation, a global kitchen and laundry appliance company, since November 2020. Ms. Brown has been in information technology (IT) leadership for more than 20 years, including serving as CIO of Brunswick Corporation, a global manufacturer of marine products, from 2016 to November 2020. Prior to her role at Brunswick, Ms. Brown served for 16 years in roles of increasing responsibility with DuPont Corporation, including CIO for a global business unit and head of global transformation and productivity. Ms. Brown has served on the Board of Directors of PRA Group, Inc., a global leader in acquiring and collecting nonperforming loans, since 2019. Ms. Brown received her Bachelor of Science degree in computer science from Indiana University of Pennsylvania and holds a Master of Science degree in information science from Penn State University and an MBA from Drexel University.

The compensation of Ms. Brown for her service as a non-employee director will be consistent with that of the Company’s other non-employee directors. The cash portion of her compensation will be prorated from the date of her appointment.

Other than the standard compensation arrangement described above, there is no arrangement or understanding between Ms. Brown and any other person pursuant to which she was selected as a director. Ms. Brown does not have any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 1, 2024, the Company issued a press release announcing the appointment of Ms. Brown 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Performance Food Group Company, dated July 1, 2024
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: July 1, 2024	By:	/s/ A. Brent King
		A. Brent King
		Executive Vice President, General Counsel and Secretary

EX-99.1

 

NEWS RELEASE
For Immediate Release	Investors:	Media:
	Bill Marshall	Scott Golden
	Vice President, Investor Relations	Director, Communications & Engagement
	(804) 287-8108	(804) 484-7999
	bill.marshall@pfgc.com	mediarelations@pfgc.com

Performance Food Group Company Appoints Danielle Brown to Board of Directors

RICHMOND, Va. – July 1, 2024 --Performance Food Group Company (PFG) (NYSE: PFGC) today announced it has appointed Danielle M. Brown to serve as an independent director on its Board of Directors, effective June 28, 2024. This appointment expands PFG’s Board to 12 directors. The Board appointed Ms. Brown to serve as a member of the Company’s Audit and Finance Committee and Technology and Cybersecurity Committee.

Ms. Brown, 53, currently serves as Senior Vice President and Chief Information Officer (CIO) of Whirlpool Corporation’s Global Information Technology function.

Ms. Brown has been in information technology (IT) leadership for more than 20 years, including serving as CIO at Brunswick Corporation for four years prior to joining Whirlpool Corp. Previously, Ms. Brown spent 16 years at DuPont, where she held a series of IT roles of increasing responsibility, including Asia Pacific Applications Delivery; Global Chief Information Officer for Crop Protection, oversight of a $3.2-billion DuPont Strategic Business Unit; and IT Transformational Productivity Leader.

“I am excited to welcome Dani to our Board of Directors,” said George Holm, PFG Chairman & Chief Executive Officer. “Her extensive experience and knowledge in IT will be a valuable addition to our Board. We look forward to working with Dani and gaining her insights as we execute PFG’s long-term strategic vision.”

Ms. Brown currently serves as a member of the board of PRA Group (Nasdaq: PRAA), and Corewell Health, a non-profit healthcare system. Additionally, she is a member of the Executive Leadership Council, a not-for-profit that opens the channels of opportunity for the development of Black executives to positively impact business and communities.

Ms. Brown holds a BS in computer science from Indiana University of Pennsylvania, as well as a master’s degree in management information systems from Penn State University and an MBA from Drexel University. She is also a Six Sigma Black Belt.

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 related products to over 300,000 locations including independent and chain restaurants; businesses, schools and healthcare

facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. PFG’s success as a Fortune 100 company is achieved through our more than 37,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, including how you can join our team,visit pfgc.com.

XML

Document and Entity Information	Jun. 28, 2024
Cover [Abstract]
Entity Registrant Name	Performance Food Group Company
Amendment Flag	false
Entity Central Index Key	0001618673
Document Type	8-K
Document Period End Date	Jun. 28, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-37578
Entity Tax Identification Number	43-1983182
Entity Address, Address Line One	12500 West Creek Parkway
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23238
City Area Code	804
Local Phone Number	484-7700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	PFGC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false