Form 8-K - Current report

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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): December 13, 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: [phone]

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. ☐

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Changes

On December 13, 2024, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) appointed Scott McPherson to serve as the Company’s President and Chief Operating Officer, effective as of January 1, 2025. Mr. McPherson, age 54, has served as the Company’s Executive Vice President and Chief Field Operations Officer since December 2023, having previously served as Executive Vice President (PFG) and President & CEO of the Company’s Convenience segment from August 2022 to December 2023, after serving as President and CEO of Core-Mark International since 2018.

On December 13, 2024, the Board also appointed Craig Hoskins as the Company’s Executive Vice President and Chief Development Officer, effective as of January 1, 2025. Mr. Hoskins, age 63, has served as the Company’s President and Chief Operating Officer since January 2022, having previously served as Executive Vice President and President and CEO of the Company’s Foodservice segment since January 2019.

Compensation Changes

In connection with the foregoing changes, effective as of December 29, 2024, the Human Capital and Compensation Committee of the Board (the “Compensation Committee”) approved an increase in Mr. McPherson’s base salary to $750,000 per year. Mr. McPherson’s annual cash incentive target under the Company’s annual incentive program for fiscal 2026 will be 135% of his base salary and his annual long-term incentive equity award target will be $2,500,000. The Compensation Committee also approved a $450,000 grant of time-based restricted stock that will vest in three equal installments on January 1, 2026, January 1, 2027 and January 1, 2028.

Other than the compensation arrangement described above, there is no arrangement or understanding between Mr. McPherson or Mr. Hoskins and any other person pursuant to which either was selected as an executive officer. There are no family relationships between either Mr. McPherson or Mr. Hoskins and any director or other executive officer of the Company. Neither Mr. McPherson nor Mr. Hoskins has 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 December 16, 2024, the Company issued a press release announcing the changes discussed above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in 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 Securities Exchange Act of 1934, as amended (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
104		Cover page Interactive Data File (embedded within Inline XBRL document)

 

 

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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: December 16, 2024		By:	/s/ A. Brent King
			A. Brent King
			Executive Vice President, General Counsel and Secretary

 

 

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NEWS RELEASE
For Immediate Release		Investors:					Media:
		Bill Marshall					Scott Golden
		VP, Investor Relations					Director, Communications & Engagement
		804-287-8108					804-484-7873
		[e-mail]					[e-mail]

Performance Food Group Company Announces
Executive Leadership Team Changes

RICHMOND, Va. – Dec. 16, 2024—Performance Food Group Company (PFG) (NYSE: PFGC) is pleased to announce its board of directors has approved two changes to PFG’s leadership team. Effective Jan. 1, 2025, Scott McPherson has been promoted to President & Chief Operating Officer (COO), while Craig Hoskins will transition into the newly established position of Executive Vice President (EVP) & Chief Development Officer.

 

In his new role, McPherson will continue overseeing PFG’s three business segments: Foodservice, Convenience and Vistar. He will focus on the company’s growth and will be responsible for all aspects of these businesses. McPherson will report to George Holm, PFG’s Chairman & Chief Executive Officer (CEO).

Throughout his 30-year career, McPherson has held numerous leadership positions with Core-Mark including Senior Vice President roles for the company’s U.S. Division, Corporate Development, COO, and President and Chief Executive Officer (CEO). Most recently, he served as EVP & Chief Field Operations Officer, PFG.

Craig Hoskins will now lead the integration efforts of PFG’s two recent acquisitions, Cheney Brothers Inc. and Jose Santiago Inc., to help ensure the company maximizes the strengths of these two exceptional organizations across the PFG enterprise.

For the past three years, Hoskins has served as President & COO of PFG. He has also held positions as President & CEO, Performance Foodservice, and President & CEO, PFG Customized. His career with PFG began in 1990 with the legacy company that became Vistar, where he successively held roles in marketing, sales, purchasing and operations.

“At PFG, we believe that having a strong leadership team is one of the cornerstones of our success,” said Holm. “By investing in the development of our leaders, we ensure our team is equipped to drive innovation, foster growth, and seamlessly navigate an ever-evolving marketplace.”

 

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 more than 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 40,000 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.

 

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Document and Entity Information	Dec. 13, 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	Dec. 13, 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

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