PFGC 8-K
Performance Food Group Co (PFGC)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 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 to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power in accordance with the Board’s recommendations with respect to (i) the election, removal and/or replacement of directors of the Company (other than any removal or replacement of Mr. Ferguson) and (ii) any other proposal submitted to stockholders; provided, however, that in the event both Institutional Shareholder Services Inc. and Glass Lewis & Co. recommend otherwise with respect to any Company-sponsored proposal submitted to stockholders (other than the election or removal of directors), Sachem Head will be permitted to vote in accordance with such recommendation; provided, further, that Sachem Head will be permitted to vote in its sole discretion with respect to any proposal to approve an extraordinary transaction.
The Cooperation Agreement also includes customary standstill restrictions and mutual non-disparagement provisions.
The Cooperation Agreement will remain in place until the later of (i) thirty (30) days prior to the last date pursuant to which non-proxy access stockholder nominations for directors are permitted pursuant to the Company’s Amended and Restated Bylaws in connection with the Company’s 2026 annual meeting of stockholders, and (ii) twenty (20) days after the date on which Mr. Ferguson ceases to serve on the Board (such later date, the “Standstill Termination Date”).
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Cooperation Agreement, on September 23, 2025, Mr. Ferguson was appointed to the Board, with a term expiring at the 2025 Annual Meeting, and to the Audit Committee of the Board. The Board has determined that Mr. Ferguson 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 compensation of Mr. Ferguson for his service as a non-employee director will be consistent with that of the Company’s other non-employee directors. The cash portion of his compensation will be prorated from the date of his appointment.
Other than with respect to the matters described in Item 1.01 of this Current Report on Form 8-K and the standard compensation arrangement described above, there is no arrangement or understanding between Mr. Ferguson and any other person pursuant to which he was selected as a director. Mr. Ferguson 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.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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99.1 |
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104 |
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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 hereunto duly authorized.
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PERFORMANCE FOOD GROUP COMPANY |
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Date: |
September 23, 2025 |
By: |
/s/ A. Brent King |
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A. Brent King |
Exhibit 10.1
Execution Version
Cooperation Agreement
September 23, 2025
Sachem Head LP
c/o Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, New York 10019
Ladies and Gentlemen:
Performance Food Group Company (the “Company”), on the one hand, and Sachem Head Capital Management LP and Sachem Head LP, together with each of the parties listed on Schedule A and their respective affiliates (collectively, “Sachem Head”), on the other hand, have mutually agreed to the terms contained in this letter agreement (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company and Sachem Head as a “Party” and, collectively, as the “Parties.”
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Notwithstanding the foregoing, the restrictions in this Section 1(g) shall not (A) prevent Sachem Head or its representatives from making (i) any factual statement as required by applicable subpoena, legal process or other legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such requirement did not arise as a result of action by Sachem Head) or (ii) any private communication to the Company regarding any matter that would not reasonably be expected to trigger public disclosure obligations for any persons or result in any public disclosure of such communications or (B) prevent Sachem Head from tendering shares, receiving payment for shares, voting shares or otherwise participating in any transaction on the same basis as the other stockholders of the Company or from participating in any such transaction that has been approved by the Board, subject to the other terms of this Letter Agreement or from making public statements regarding how it intends to vote, and the reasons therefor, with respect to any Change of Control Transaction involving the Company that has been publicly announced by the Company or from otherwise advocating in support of (or in opposition to) such Change of Control Transaction to which Sachem Head is not a party following its public announcement.
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If to the Company:
Performance Food Group Company
12500 West Creek Parkway
Richmond, VA 23238
Attention: Brent King
Email: [Redacted]
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With a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: Elizabeth Gonzalez-Sussman
Micah Kegley
Richard Grossman
Email: [Redacted]
[Redacted]
[Redacted]
If to Sachem Head:
Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, NY 10019
Attention: Michael D. Adamski
Email: [Redacted]
With a copy to (which shall not constitute notice):
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Attention: Richard M. Brand
Kiran S. Kadekar
Email: [Redacted]
[Redacted]
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[Signature Page Follows]
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If the terms of this Letter Agreement are in accordance with your understanding, please sign below and this Letter Agreement will constitute a binding agreement among us.
PERFORMANCE FOOD GROUP COMPANY
By:/s/ A. Brent King
Name: A. Brent King
Title: EVP, General Counsel and Secretary
Acknowledged and agreed to as of the date first written above:
SACHEM HEAD CAPITAL MANAGEMENT LP
By: UNCAS GP LLC, its General Partner
By:/s/ Scott Ferguson
Name: Scott Ferguson
Title: Managing Member
SACHEM HEAD LP
By: Sachem Head GP LLC, its General Partner
By:/s/ Scott Ferguson
Name: Scott Ferguson
Title: Managing Member
[Signature Page to Letter Agreement]
SCHEDULE A
LIST OF SACHEM HEAD PARTIES
Sachem Head Capital Management LP
Sachem Head LP
Uncas GP LLC
Sachem Head GP LLC
Scott D. Ferguson
SH Stony Creek Master Ltd.
Sachem Head Master LP
Sachem Head Offshore Ltd.
EXHIBIT A
FORM OF IRREVOCABLE RESIGNATION LETTER
[●], 20[●]
Board of Directors
Performance Food Group Company
12500 West Creek Parkway
Richmond, VA 23238
Re: Irrevocable Resignation
Ladies and Gentlemen,
This letter is delivered pursuant to Section 1(d) of the Cooperation Agreement, dated as of September 23, 2025 (the “Letter Agreement”), by and between the Company and Sachem Head. Capitalized terms used herein but not defined shall have the meaning set forth in the Letter Agreement.
I hereby irrevocably resign from my position as a director of the Company and from any and all committees of the Board on which I serve, subject to the Board’s acceptance of this resignation, effective upon the earliest of (i) the date on which Sachem Head ceases to satisfy the Minimum Ownership Requirement and (ii) the date on which Sachem Head has been determined by a final non-appealable judgment of a court of competent jurisdiction to have materially breached any of its obligations under the Letter Agreement (and not cured such breach within ten (10) calendar days after written notice from the Company specifying such breach).
This resignation is irrevocable and may not be withdrawn by me at any time.
Name:
EXHIBIT B
PRESS RELEASE
Advisors
BofA Securities and JP Morgan are serving as financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to the Company. White & Case LLP is serving as legal advisor, and Longacre Square Partners is serving as strategy and communications advisor, to Sachem Head.
About Scott Ferguson
Scott is the managing partner and portfolio manager of Sachem Head Capital Management, a value-oriented investment management firm based in New York. Prior to founding Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined at the firm’s inception in 2003. Prior to Pershing Square, Scott earned an M.B.A. from Harvard Business School in 2003 and was a vice president at American Industrial Partners, an operations focused private equity firm, from 1999 to 2001. Scott was also a business analyst at McKinsey & Company from 1996 to 1999. Scott graduated from Standford University with an A.B. in Public Policy in 1996.
He currently serves on the board of directors of the Henry Street Settlement and is also a board member at the Robin Hood Foundation. Scott has served on the Supervisory Board of Delivery Hero SE, a leading global food delivery company, since June 2024 and was formerly on the boards of Elanco Animal Health Incorporated, Olin Corporation, Autodesk, Inc. and US Foods Holding Corp.
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 approximately 43,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit pfgc.com.
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 integration of our acquisition of Cheney Bros., Inc. (the “Cheney Brothers
Acquisition”) 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 28, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025, 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:
Performance Food Group Contacts:
Investors:
Bill Marshall
SVP, Investor Relations
(804) 287-8108
Media:
Leigh Parrish or Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Sachem Head Contact:
Dan Zacchei / Joe Germani
Longacre Square Partners
Advisors
BofA Securities and JP Morgan are serving as financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to the Company. White & Case LLP is serving as legal advisor, and Longacre Square Partners is serving as strategy and communications advisor, to Sachem Head.
About Scott Ferguson
Scott is the managing partner and portfolio manager of Sachem Head Capital Management, a value-oriented investment management firm based in New York. Prior to founding Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined at the firm’s inception in 2003. Prior to Pershing Square, Scott earned an M.B.A. from Harvard Business School in 2003 and was a vice president at American Industrial Partners, an operations focused private equity firm, from 1999 to 2001. Scott was also a business analyst at McKinsey & Company from 1996 to 1999. Scott graduated from Standford University with an A.B. in Public Policy in 1996.
He currently serves on the board of directors of the Henry Street Settlement and is also a board member at the Robin Hood Foundation. Scott has served on the Supervisory Board of Delivery Hero SE, a leading global food delivery company, since June 2024 and was formerly on the boards of Elanco Animal Health Incorporated, Olin Corporation, Autodesk, Inc. and US Foods Holding Corp.
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 approximately 43,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit pfgc.com.
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 integration of our acquisition of Cheney Bros., Inc. (the “Cheney Brothers Acquisition”) 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 28, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025, 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:
Performance Food Group Contacts:
Investors:
Bill Marshall
SVP, Investor Relations
(804) 287-8108
Media:
Leigh Parrish or Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Sachem Head Contact:
Dan Zacchei / Joe Germani
Longacre Square Partners