Performance Food Group Company (PFGC) Proxy filing summary

Executive summary

• FY26 net sales $67.8B, up 7.2%; gross profit $8.1B, up 9.1%; adjusted EBITDA $1.93B, up 9.2%; net income $359.3M and diluted EPS $2.29.

• Total case volume grew 5.1%; independent restaurant case growth, Convenience market-share gains and Specialty strength supported results.

• Three-year roadmap targets revenue and share growth, gross-margin expansion, operating leverage, procurement savings, disciplined capital allocation and continued M&A; CustomerFirst usage reached 46% in FY26.

• Scott McPherson became CEO and George Holm Executive Chair on Jan. 1, 2026; Holm is scheduled to become Non-Executive Chair on Jan. 1, 2027.

Voting matters and shareholder proposals

• Stockholders are asked to elect 10 directors, ratify Deloitte & Touche LLP for FY27, and approve named executive officer compensation in a non-binding advisory vote; the Board recommends FOR each.

• The virtual annual meeting is Nov. 18, 2026; holders of record on Sept. 30, 2026 may vote, with proxies due by 11:59 p.m. ET on Nov. 17.

• Rule 14a-8 proposals for the 2027 annual meeting must reach the Secretary by June 11, 2027; proxy access notices are due May 12–June 11, 2027.

Board of directors and corporate governance

• The 10 nominees serve through the 2027 annual meeting; Dawson, Fernandez and Flanagan will not stand for re-election, and Ferguson resigned Aug. 24, 2026.

• Eight of the 10 nominees are independent; Matthew Flanigan will succeed Fernandez as Lead Independent Director following the annual meeting.

• The Board held 12 meetings in FY26; all four standing committees conduct oversight across audit and finance, compensation, governance, and technology and cybersecurity.

• Governance features include annual director elections, majority voting, proxy access, special-meeting rights, annual Board evaluations and one class of voting stock with equal rights.