Form 8-K - Current report

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): November 30, 2023

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))

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. ☐

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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 30, 2023, Performance Food Group Company (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 10, 2023 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified:


	Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
George L. Holm	140,888,521	1,391,832	53,862	5,753,906
Manuel A. Fernandez	140,217,557	2,004,372	112,286	5,753,906
Barbara J. Beck	140,284,963	1,999,934	49,318	5,753,906
William F. Dawson, Jr.	140,552,932	1,726,320	54,963	5,753,906
Laura Flanagan	141,296,382	987,897	49,936	5,753,906
Matthew C. Flanigan	141,837,523	447,255	49,437	5,753,906
Kimberly S. Grant	140,509,971	1,774,801	49,443	5,753,906
Jeffrey M. Overly	135,482,242	6,801,867	50,106	5,753,906
David V. Singer	141,314,178	970,264	49,773	5,753,906
Randall N. Spratt	142,216,547	68,123	49,545	5,753,906
Warren M. Thompson	139,476,906	2,805,768	51,541	5,753,906

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024.


Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
145,734,230	2,297,570	56,321	N/A

Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.


Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes
141,416,550	732,957	184,708	5,753,906

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: November 30, 2023	By:	/s/ A. Brent King
		A. Brent King
		Executive Vice President, General Counsel and Secretary

Document and Entity Information	Nov. 30, 2023
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	Nov. 30, 2023
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