PFGC 10-K Annual Report June 29, 2019 | Alphaminr

Effective Date August 11, 2021

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PERFORMANCE FOOD GROUP CO

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10-K	Fiscal year ended July 2, 2016
10-Q	Quarter ended March 26, 2016
10-Q	Quarter ended Dec. 26, 2015
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PROXIES

DEF 14A	Filed on Oct. 10, 2024
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DEF 14A	Filed on Oct. 9, 2020
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DEF 14A	Filed on Oct. 17, 2016

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Part Of Item 6. Selected Financial Data Item 6. Selected Item 7. Management Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.1 Membership Interest Purchase Agreement, dated as of July 1, 2019, by and among Performance Food Group Company, Ram Acquisition Company, LLC, Ram Holdings I, L.L.C., Ram Holdings III, L.L.C. and Lone Oak Realty LLC (incorporated by reference as Exhibit 2.1 to the Companys Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on July 1, 2019). 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No.001-37578) filed with the Securities and Exchange Commission on November 14, 2018). 3.2 Amended and Restated By-Laws of the Registrant (incorporated by reference as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No.001-37578) filed with the Securities and Exchange Commission on August 9, 2018). 4.1 Indenture, dated as of May17, 2016, by and among Performance Food Group, Inc., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No.001-37578) filed with the Securities and Exchange Commission on May17, 2016). 4.2 Form of 5.500% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K (File No.001-37578) filed with the Securities and Exchange Commission on May17, 2016). 4.3 Supplemental Indenture, dated as of December13, 2016, among T.F. Kinnealey& Co., Inc., Larry Kline Wholesale Meats and Provisions, Inc. and U.S. Bank, National Association, as trustee, relating to the Companys 5.50% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q (File No.001-37578) filed with the Securities and Exchange Commission on February8, 2017). 4.4 Description of CapitalStock of Performance Food Group Company. 10.1 Third Amended and Restated Credit Agreement, dated May 17, 2019, among PFGC, Inc., Performance Food Group, Inc., Wells Fargo, National Association, as Administrative Agent and Collateral Agent, the other borrowers from time to time party thereto, and the other lenders thereto (incorporated by reference as Exhibit 10.1 to the Companys Current Report on Form 8-K (File No.001-37578), filed with the Securities and Exchange Commission on May 17, 2019). 10.2 Credit Agreement, dated May14, 2013, among Performance Food Group Inc., PFGC, Inc., Credit Suisse AG, Cayman Islands Branch, as administrative and collateral agent, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, BMO Capital Markets, Barclays Bank PLC, J.P. Morgan Securities LLC, and Wells Fargo Securities LLC, as joint lead arrangers and joint bookrunners, and the other lenders party thereto (incorporated by reference as Exhibit 10.3 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on September9, 2014). 10.5 Amended and Restated 2007 Management Option Plan (incorporated by reference as Exhibit 10.7 to Amendment No. 4 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 5, 2015). 10.6 2015 Omnibus Incentive Plan (incorporated by reference as Exhibit 10.8 to Amendment No. 4 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 5, 2015). 10.10 Employment Letter Agreement, dated September6, 2002, between George L. Holm and Performance Food Group Company (f/k/a Wellspring Distribution Corp.) (incorporated by reference as Exhibit 10.8 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on September9, 2014). 10.12 Employment Letter Agreement, dated April7, 2014, between Jim Hope and Performance Food Group (incorporated by reference as Exhibit 10.11 to Amendment No. 3 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on July 1, 2015). 10.13 Employment Letter Agreement, dated December11, 2014, between David Flitman and Performance Food Group Company (incorporated by reference as Exhibit 10.12 to Amendment No. 3 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on July 1, 2015). 10.14 Non-Qualified Stock Option Award Agreement, dated April12, 2010, between Douglas M. Steenland and Performance Food Group Company (formerly known as Wellspring Distribution Corp.) (incorporated by reference as Exhibit 10.13to Amendment No. 4 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 5, 2015). 10.15 Form of Option Award Agreement for Named Executive Officers under the 2007 Management Option Plan (incorporated by reference as Exhibit 10.14 to Amendment No. 5 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 31, 2015). 10.16 Form of Severance Letter Agreement (incorporated by reference as Exhibit 10.15 to Amendment No. 4 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 5, 2015). 10.17 Form of Time-Based Restricted Stock Agreement under the 2015 Omnibus Incentive Plan (incorporated by reference as Exhibit 10.16 to Amendment No. 5 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 31, 2015). 10.18 Form of Performance-Based Restricted Stock Agreement under the 2015 Omnibus Incentive Plan (incorporated by reference as Exhibit 10.17 toAmendment No. 5 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 31, 2015). 10.19 Form of Option Grant under the 2015 Omnibus Incentive Plan (incorporated by reference as Exhibit 10.18 toAmendment No. 5 to the Companys Registration Statement on Form S-1 (File 333-198654), filed with the Securities and Exchange Commission on August 31, 2015). 10.23 Restricted Stock Unit Award Agreement (Equity Award), dated July30, 2015, between David Flitman and Performance Food Group Company (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q (File No.001-37578), filed with the Securities and Exchange Commission on November8, 2016). 10.24 Restricted Stock Unit Award Agreement (Buyout Award), dated July30, 2015, between David Flitman and Performance Food Group Company (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q (File No.001-37578), filed with the Securities and Exchange Commission on November8, 2016). 10.25 Form of Restricted Stock Unit Agreement (Non-Employee Director) under the 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q (File No.001-37578), filed with the Securities and Exchange Commission on November8, 2016). 10.27 Form of Deferred Stock Unit Agreement (Non-Employee Director) under the 2015 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q (File No.001-37578), filed with the Securities and Exchange Commission on February 7, 2018). 10.28 Letter Agreement, dated March 4, 2019, between Performance Food Group Company and Carol A. OConnell (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-37578), filed with the Securities and Exchange Commission on March 4, 2019). 21.1* Subsidiaries of the Registrant 23.1* Consent of Deloitte& Touche LLP 31.1* CEO Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* CFO Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1* CEO Certification Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2* CFO Certification Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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