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OFFON

PERFORMANCE FOOD GROUP COMPANY

(CORE)
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Performance Food : Proxy Statement 2021

10/08/2021 | 05:22am EST

JOB INFO: 391151(1) PERFORMANCE FOOD GROUP PROXY TYPE: CLEAN

REVISION  24

NOTICE OF 2021

ANNUAL MEETING

OF STOCKHOLDERS

PROXY STATEMENT

STOCK EXCHANGE LISTING

PFG's common stock is traded on the New York Stock Exchange under the symbol "PFGC."

Notice of 2021 Virtual Annual Meeting of Stockholders

Logistics

WHENWHERE

Thursday, November 18, 2021 Meeting live via the internet - please visit

8:30 A.M. Eastern Time www.virtualshareholdermeeting.com/ PFGC2021

WHO CAN VOTE

You may vote at the Annual Meeting of Stockholders to be held on November 18, 2021 (the "Annual Meeting") if you were a stockholder of record at the close of business on September 29, 2021.

Items of Business

Board Recommendation

PROPOSAL 1

To elect the 11 director nominees listed in the Proxy Statement.

%FOR each

director nominee

PROPOSAL 2

To ratify the appointment of Deloitte & Touche LLP as our independent registered public

%FOR

accounting firm for fiscal 2022.

PROPOSAL 3

To approve, in a non-binding advisory vote, the compensation paid to the named executive officers.

%FOR

Stockholders will also consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Proxy votes must be received no later than 11:59 P.M., Eastern Time, on November 17, 2021.

If you plan to participate virtually in the Annual Meeting, please see the instructions in the Question and Answer section of this Proxy Statement. Stockholders will be able to listen, vote electronically and submit questions online during the Annual Meeting. There will be no physical location for stockholders to attend. Stockholders may only participate online at www.virtualshareholdermeeting.com/PFGC2021.

This Proxy Statement, together with a form of proxy card and the Annual Report on Form 10-K for the fiscal year ended July 3, 2021 (the "Annual Report"), are first being sent to stockholders on or about October 7, 2021.

Your vote is important to us. Thank you for voting.

By Order of the Board of Directors,

A. Brent King

Senior Vice President, General Counsel and Secretary

Ways to Vote Your Proxy

BY INTERNET

Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

You will need the 16-digit number included on your proxy card to obtain your records and to vote by internet.

BY TELEPHONE

From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.

You will need the 16-digit number included on your proxy card in order to vote by telephone.

BY MAIL

Mark your selections on the proxy card.

Date and sign your name exactly as it appears on your proxy card.

Mail the proxy card in the enclosed postage-paid envelope provided to you in time to be received before the deadline.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, NOVEMBER 18, 2021:

This Proxy Statement and our Annual Report are available free of charge on the Annual Report and Proxy tab in the Financial Information section in the Investors section of our website (https://investors.pfgc.com/financials/annual-reports/default.aspx; https://investors.pfgc.com/financials/ proxy/default.aspx).

2021 Proxy Statement

1

Message from Our Chairman, President and Chief Executive Officer

Dear Fellow Stockholders:

Fiscal 2021 will likely prove to be one of the most dynamic, challenging and exciting years in Performance Food Group's (PFG) history. Our organization faced external pressure and an operating backdrop that changed from minute to minute. But our company's dedication to our customers never wavered. We began the fiscal year with depressed levels of sales and profit as recovery from the pandemic was just beginning. However, by the end of the year we were hitting record sales levels - an amazing accomplishment that reflects the passion our associates have for our business and those we serve.

We also made progress on our long-term strategic vision by announcing the acquisition of Core-Mark - one of the country's largest convenience store (c-store) distribution companies. We subsequently closed the transaction on September 1st and expect to be the second largest convenience store distributor in the United States. We are excited to welcome Core-Mark's many talented associates to the PFG family.

While we were successfully building our business and servicing our customers, we took additional steps to move the organization forward. This included publishing PFG's first Environmental, Social and Governance (ESG) report

  • an important milestone toward improving our company's environmental and social impact. As part of these efforts, we hired our first Vice President of Diversity & Inclusion. PFG is also in the process of setting specific climate goals. These goals will be included in our next ESG report, which will be published by the end of calendar 2021.

Our business segments performed well and finished the year on a high note, achieving over $9.3 billion of net sales in the fiscal fourth quarter, including a 53rd week. This was a record amount for our company.

Our fiscal 2021 financial results include:

  • Total case volume growth of 15.4%
  • Net sales increased 21.2% to $30.4 billion
  • Gross profit improved 22.9% to $3.5 billion
  • Net Income increased 135.7% to $40.7 million
  • EBITDA increased 219.3% to $546.0 million(1)
  • Adjusted EBITDA increased 54.2% to $625.3 million(1)
  • Diluted Earnings Per Share ("EPS") increased 129.7% to $0.30
  • Adjusted Diluted EPS increased 92.9% to $1.35(1)

Acquisitions and Integrations

PFG has been a disciplined and proven acquirer over the past several years with a history of successful integrations. Despite the external challenges brought on by the pandemic, we continued along the path of integrating the Eby-Brown and Reinhart businesses into our organization. I am incredibly pleased with the results. Both Eby-Brown and Reinhart are now integral parts of our organization, thanks to a smooth transition into our company.

In May 2021, we announced an agreement to acquire Core-Mark. We closed the transaction on September 1st, adding to PFG's strong c-store distribution platform established with the purchase of Eby-Brown. The deal

  1. This Proxy Statement includes several metrics, including EBITDA, Adjusted EBITDA and Adjusted diluted EPS, that are not calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP"). Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

2

We began the fiscal year with depressed levels of sales and profit as recovery from the pandemic was just beginning. However,

by the end of the year we were hitting record sales levels - an amazing accomplishment that reflects the passion our associates have for

our business and those we serve.

makes PFG the second largest convenience store distributor in the U.S. with approximately $44 billion in annual pro-forma net sales. This acquisition increases our scale and geographic reach, adding approximately 41,000 additional c-store locations for us to service and to sell our diverse line of products. The transaction also takes PFG into our first international market, Canada. We are excited to bring the outstanding leadership and expertise of Core-Mark to the PFG family of companies.

Continued Growth Strategy

The COVID-19 pandemic continued to shape the world around us in fiscal 2021. However, PFG marched forward, shaping the future of our company. Our business continues to expand, both organically and through targeted acquisitions. This has resulted in increased scale and operational capabilities, which we have directed at servicing our customers and driving strong financial results. The integration of Reinhart progressed smoothly and the results from that transaction consistently exceed our expectations. The team is now working hard to integrate Core-Mark, which we believe is an important step in our strategic vision.

We continue to accelerate our ESG efforts and aim to be a leader in our industry on environmental, social and governance topics. All of these achievements could not have been possible without the hard work of our associates and support from stakeholders. We believe we have exited fiscal 2021 stronger than we were 12 months ago and are excited for all that is in store for the year ahead.

Best regards,

George L. Holm

Chairman of the Board of Directors,

President and Chief Executive Officer

THIS PAGE INTENTIONALLY LEFT BLANK

Disclaimer

PFG - Performance Food Group Company published this content on 08 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2021 09:21:03 UTC.


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Net income 2022 169 M - -
Net Debt 2022 3 415 M - -
P/E ratio 2022 37,1x
Yield 2022 -
Capitalization 6 477 M 6 477 M -
EV / Sales 2022 0,20x
EV / Sales 2023 0,17x
Nbr of Employees 22 885
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Mean consensus OUTPERFORM
Number of Analysts 13
Last Close Price 41,97 $
Average target price 60,59 $
Spread / Average Target 44,4%
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George L. Holm Chairman, President & Chief Executive Officer
James D. Hope Chief Financial Officer & Executive Vice President
Donald S. Bulmer Chief Information Officer & Senior Vice President
Jeffrey Mark Overly Independent Director
Kimberly S. Grant Independent Director
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