Performance Food Group discloses receipt of Sachem Head nomination letter

Performance Food Group (PFGC) disclosed that Sachem Head delivered a nomination notice for four candidates to stand for election to PFG’s board of directors at the company’s 2025 annual meeting of stockholders. PFG issued the following statement: “Under the leadership of PFG’s Board of Directors and management team, we are executing at a high level against the key strategic levers of our three-year plan centered on driving consistent organic sales growth, focusing on people and culture and leveraging technology to expand margins. Our ‘PFG One’ strategy positions us to lead in food away from home, and as we capitalize on the sales opportunities and synergies across our three segments – Foodservice, Convenience and Specialty – we are poised to deliver further growth, margin expansion and value creation. PFG recently reported strong fiscal 2025 results, with the Company achieving top- and bottom-line growth through market share gains and margin expansion across all three business segments. Our growth accelerated as we ended the year, and we provided fiscal 2026 revenue and EBITDA guidance in line with our three-year plan. Against this backdrop, Sachem Head has focused its dialogue with us on the suggestion that PFG explore a potential business combination with US Foods and, absent a transaction, that PFG consider ways to further improve margins. We have not heard directly from US Foods in several months, and to date, US Foods has not put forward any transaction proposal that outlines how a possible business combination would deliver value and certainty to PFG stockholders. While we are confident in our strategy, the PFG Board is committed to taking actions that are in the best interests of all PFG stockholders and would evaluate any bona fide, value-enhancing transaction proposal. Given the successful execution of our strategy and the confidence of the Board and management team in the path forward, any potential transaction must achieve a high bar in accounting for value, speed, and certainty to completion – taking into consideration associated risks, including potential disruption to our business in addition to regulatory, synergy and integration risks. The PFG Board’s Nominating and Corporate Governance Committee regularly reviews the composition and balance of the Board and its committees to ensure that it reflects PFG’s evolving business needs. PFG benefits from an engaged and experienced Board that has a proven track record of being good stewards of PFG stockholders’ investments and regularly evaluating a range of potential paths to generate stockholder value. The Board is composed of strong leaders that are well-equipped to provide effective oversight of the Company and our strategic direction. Among other qualifications, our directors bring experience in restaurants and foodservice distribution, as well as in executive leadership, financial operations, supply chain and logistics, technology, capital allocation and M&A. It is worth noting that, while PFG’s management team has met with Sachem Head in the past, the Company had not received any outreach from Sachem Head for the last five months and only received a request to meet again at the time of its director nominations notice. The Nominating and Corporate Governance Committee will review Sachem Head’s nomination letter, and the Board has requested to interview the nominees, in accordance with the Company’s established processes. The Company will evaluate Sachem Head’s nominees and provide recommendations to stockholders in due course. PFG regularly engages with our stockholders to hear their views and share ours on a variety of topics, and we plan to continue engaging with and hearing the perspectives of our stockholders over the coming weeks.”