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): December 1, 2020

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 December 1, 2020, the Board of Directors (the “Board”) of Performance Food Group Company (the “Company”) appointed Warren M. Thompson to the Board, effective immediately, to serve until the Company’s 2021 annual meeting of stockholders and until the election and qualification of his successor or until his earlier resignation or removal. The Board has determined that Mr. Thompson 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 Mr. Thompson to serve as a member of the Company’s Audit Committee and as a member of the Technology Committee, effective December 1, 2020.

Mr. Thompson (61) is Chairman of the Board and President of Thompson Hospitality, a private retail food and facilities management firm. Mr. Thompson founded Thompson Hospitality in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson currently serves on the Board of Directors of Duke Realty Corp. Mr. Thompson received his Bachelor of Arts degree in Managerial Economics from Hampden-Sydney College and holds an MBA from the University of Virginia’s Darden Graduate School of Business Administration.

The compensation of Mr. Thompson 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 the standard compensation arrangement described above, there is no arrangement or understanding between Mr. Thompson and any other person pursuant to which he was selected as a director. Mr. Thompson 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 December 1, 2020, the Company issued a press release announcing the appointment of Mr. Thompson to the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K 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.

Exhibit	Description
99.1	Press Release of Performance Food Group Company
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 hereunto duly authorized.

	PERFORMANCE FOOD GROUP COMPANY
Date: December 1, 2020	By:	/s/ A. Brent King
	Name:	A. Brent King
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE
For Immediate Release	Investors:	Media:
December 1, 2020	Bill Marshall	Trisha Meade
	VP, Investor Relations	Director, Communications & Engagement
	(804) 287-8108	(804) 285-5390
	Bill.Marshall@pfgc.com	mediarelations@pfgc.com

Performance Food Group Company Appoints Warren Thompson to Board of Directors

RICHMOND, Va. – Performance Food Group Company (PFG) (NYSE: PFGC) today announced that it has appointed Warren M. Thompson to serve as an independent director on its Board of Directors, effective today. This appointment expands PFG’s Board to 11 directors. The Board appointed Mr. Thompson to serve as a member of the Company’s Audit Committee and as a member of the Technology Committee, also effective immediately.

Mr. Thompson, 61, currently serves as President and Chairman of Thompson Hospitality Corporation, the largest minority-owned foodservice and facilities management company in the U.S. The company was founded in 1992 when Mr. Thompson completed a leveraged buyout of 31 Bob’s Big Boy restaurants from Marriott Corporation. Today, through an alliance with Compass Group, Thompson Hospitality serves more than 65 Fortune 100 companies, large universities and hospitals. It has developed a niche business in providing food service to many of the nation’s historically black colleges and universities (HBCUs), becoming the largest player in that segment. Mr. Thompson began his career with Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in numerous positions, before culminating his career there as Vice President Operations for the Host Division.

“I am excited to welcome Warren to our Board,” said George Holm, PFG Chairman, President & Chief Executive Officer. “We believe that PFG will benefit tremendously from adding his extensive management experience and deep foodservice industry knowledge to the broad expertise and capabilities of our current Board. We look forward to working with Warren and gaining his valuable insights as we continue to execute PFG’s long-term strategic vision.”

Mr. Thompson currently serves on the board of Duke Realty (NYSE: DRE), and previously served on the boards of two other public companies, Federal Realty Investment Trust and Hilb Rogal & Hobbs Company. He serves on the Board of Trustees of Hampden-Sydney College. In addition, he has been a member of the University of Virginia Board of Visitors, the University of Virginia Darden School of Business Foundation Board and PepsiCo, Inc.’s African American Advisory Board.

Mr. Thompson received his bachelor’s degree in Managerial Economics from Hampden-Sydney College and holds a master’s in Business Administration from the University of Virginia’s Darden Graduate School of Business Administration.

About Performance Food Group Company

Built on the many proud histories of our family of companies, Performance Food Group is a customer-centric foodservice distribution leader headquartered in Richmond, Virginia. Grounded by roots that date back to a grocery peddler in 1885, PFG today has a nationwide network of over 100 distribution facilities,

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thousands of talented associates and valued suppliers across the country. With the goal of helping our customers thrive, we market and deliver quality food and related products to over 200,000 locations including independent and chain restaurants, schools, business and industry locations, healthcare facilities, vending distributors, office coffee service distributors, big box retailers, theaters and convenience stores. Building strong relationships is core to PFG’s success – from connecting associates with great career opportunities to connecting valued suppliers and quality products with PFG’s broad and diverse customer base. To learn more about PFG, visit pfgc.com.

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Document and Entity Information	Dec. 01, 2020
Cover [Abstract]
Entity Registrant Name	Performance Food Group Co
Amendment Flag	false
Entity Central Index Key	0001618673
Document Type	8-K
Document Period End Date	Dec. 01, 2020
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