Performance Food : Proxy Statement 2023

2023 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

At Performance Food Group, we are proud of the heritage, talent and local knowledge of our family of companies. Across all locations, our shared culture unites us and helps us to consistently deliver the goods. PFG In Action guides how we show up for each other, our customers and our communities. At PFG, our commitment to our associates, customers and communities can be summed up in a simple phrase: We Deliver the Goods.

NOTICE OF 2023 VIRTUAL

ANNUAL MEETING OF

STOCKHOLDERS

LOGISTICS

		W H E N	W H E R E	WHO CAN VOTE
		Thursday,	Meeting live via the	You may vote at the Annual Meeting of Stockholders
		November 30, 2023	internet - please visit	to be held on November 30, 2023 (the "Annual
		10:30 A.M. Eastern Time	www.virtualshareholdermeeting.	Meeting") if you were a stockholder of record at the
			com/PFGC2023	close of business on October 2, 2023.
ITEMS OF BUSINESS

Proposal

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

2 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.

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

BOARD RECOMMENDATION

%FOR each director nominee

%FOR

%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 29, 2023.

If you plan to participate virtually in the Annual Meeting, please see the instructions in the "Questions and Answers about Voting and the Annual Meeting" 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/PFGC2023.

This Proxy Statement, together with a form of proxy card and the Annual Report on Form 10-K for the fiscal year ended July 1, 2023 (the "Annual Report"), are first being sent to stockholders on or about October 10, 2023.

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

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.

By Order of the Board of Directors,

A. Brent King

Executive Vice President,

General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, NOVEMBER 30, 2023:

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).

2023 Proxy Statement

1

THIS PAGE INTENTIONALLY LEFT BLANK

MESSAGE FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

DEAR STOCKHOLDER:

Our organization had another excellent year in fiscal 2023, with strong execution across our business units and solid top- and bottom-line growth contributing to our strong financial position. We made significant strides during the fiscal year as the macro-economic environment continued to recover, which allowed us to grow our business while improving upon our efficiency and generating record cash flow.

All three of our operating segments contributed to the results, with rapid growth in some of our most profitable businesses. In Foodservice, this was reflected in 6.2% organic case growth in our Independent Restaurant business. This growth accelerated in the back half of the fiscal year, setting our company up for what we expect will be a great fiscal 2024. We also had great success with our company-owned brands, which in fiscal 2023 represented approximately 52% of total Independent Restaurant sales - a record for our company.

Vistar improved through the fiscal year, as that business continued to push into new lines of business while growing the legacy channels. As a result, Vistar experienced 23.6% revenue growth for the fiscal year. Vistar remains an important piece of our profit growth and margin expansion.

Finally, our Convenience business has progressed ahead of our original expectations, with double-digit sales growth of food and foodservice into the convenience store channel. This growth was produced by a combination of new business and organic same-store sales growth. We are very pleased with the integration of the Core-Mark organization, which has fit nicely into our overall corporate structure.

We see a bright future for our Convenience segment and believe we are uniquely positioned to offer a full range of products and services to the U.S. convenience operator.

ESG PROGRESS

During fiscal 2023, PFG also made progress on our Environmental, Social and Governance ("ESG") initiatives. We published our third annual ESG report, which highlighted the progress we've made on a range of metrics. Our company remains focused on reaching key goals around energy efficiency, greenhouse gas emissions, waste management and responsible sourcing. Our leadership recognizes the importance of these initiatives and is committed to integrating our ESG efforts across our business. Our ESG performance is embedded

into the fabric of our company and will help guide us as we deliver exceptional service and value to our customers.

Our fiscal 2023 financial results included:

• Total case volume growth of 6%
• Net sales increased 13% to $57.3 billion
• Gross profit improved 19% to $6.3 billion
• Net income of $397.2 million
• Adjusted EBITDA increased 34% to $1.4 billion (1)
• Diluted earnings per share ("EPS") of $2.54

EXECUTING OUR STRATEGIC PRIORITIES

Our business is focused on three key strategic priorities that guide how our organization executes every day: 1) consistent, profitable top-line growth 2) Adjusted EBITDA profit margin expansion and 3) leverage reduction.

I am pleased to report that we made great progress in all three areas during fiscal 2023. Our revenue, which increased 13% in the fiscal year, was the result of strong sales growth across our business segments and was achieved despite lower inflation as we exited the fiscal year. This is a testament to our company's ability to drive case growth by adding business in key accounts, gaining market share and expanding into new lines of business. We have invested behind technology and resources to support our 35,000+ associates to help make their work more efficient. We have introduced our new online ordering platform, Customer First, to the marketplace. We believe this new tool will make our team more efficient and produce increased cross-selling revenue opportunities across all three business segments.

Our growth is focused on highly profitable channels, which is one of the key drivers for our second goal-Adjusted EBITDA profit margin expansion. During the fiscal year, we built upon profitable revenue growth by being more efficient as an organization and disciplined on our cost line. The result was 34% Adjusted EBITDA growth, representing 38 bps of Adjusted EBITDA profit margin expansion improvement over fiscal 2022.

This strong bottom-line result produced $832 million of operating cash flow during the fiscal year. Our strong cash flow profile enabled us

to make significant investments to support our business, including increased capacity to support long-term growth.

We were also able to reduce our leverage during the fiscal year, the third pillar of our strategy. At the end of fiscal 2023, our net debt to Adjusted EBITDA ratio was 2.9x, which is just below the mid-point of our 2.5x to 3.5x target range. I am incredibly pleased with the progress our team has made on our financial position. Our strong balance sheet allowed our company to take advantage of the $300 million share repurchase program authorized by our board of directors last fall. During fiscal 2023, PFG repurchased $11.2 million of our stock.

I am proud of how our organization finished the fiscal year on a high note and excited for the year ahead. I am grateful to all of our associates who have worked hard to help make PFG a true leader in our industry.

Best regards,

George L. Holm

Chairman of the Board of Directors and Chief Executive Officer

1. This Proxy Statement includes several metrics, including 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.

2023 Proxy Statement

3