PFGC 10-K Annual Report July 2, 2022 | Alphaminr
Performance Food Group Co
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PFGC 10-K Fiscal year ended July 2, 2022

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PERFORMANCE FOOD GROUP CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RisItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StocItem 6. [reserved]Item 7. Management Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 8. Financial StatementItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OffItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwnItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15. Exhibits and FinaItem 16. Form 10-k SummaryItem 16. Form

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). 2.2 Agreement and Plan of Merger, dated as of May 17, 2021, by and among Performance Food Group Company, Longhorn Merger Sub I, Inc., Longhorn Merger Sub II, LLC and Core-Mark Holding Company, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on May 18, 2021). 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 13, 2019). 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 21, 2020). 4.1 Indenture, dated as of May 17, 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 May 17, 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 May 17, 2016). 4.3 Supplemental Indenture, dated as of December 13, 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 February 8, 2017). 4.4 Indenture, dated as of September 27, 2019, by and between PFG Escrow Corporation and U.S. Bank National Association, as trustee (incorporated by reference as Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on October 2, 2019). 4.5 First Supplemental Indenture, dated as of December 30, 2019, among Performance Food Group, Inc., PFGC, Inc., the Guaranteeing Subsidiaries and U.S. Bank National Association, as trustee (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 December 30, 2019). 4.6 Form of 5.500% Senior Notes due 2027 (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 October 2, 2019). 4.7 Indenture, dated as of April 24, 2020, by and between Performance Food Group, Inc., the guarantors party thereto 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 April 27, 2020). 4.8 Form of 6.875% Senior Notes due 2025 (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 April 27, 2020). 4.9 Indenture, dated as of July 26, 2021, by and between Performance Food Group, Inc., the guarantors party thereto 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 July 26, 2021). 4.10 Form of 4.250% Senior Notes due 2029 (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 July 26, 2021). 4.11 Description of Capital Stock of Performance Food Group Company (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K (File No. 001-37587) filed with the Securities and Exchange Commission on August 24, 2021). 10.1 Fifth Amended and Restated Credit Agreement, dated September 17, 2021, 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 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 September 20, 2021). 10.2 Fourth Amended and Restated Credit Agreement, dated December 30, 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 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 December 31, 2019). 10.3 First Amendment to Fourth Amended and Restated Credit Agreement, dated April 29, 2020, 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 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 May 1, 2020). 10.4 Second Amendment to Fourth Amended and Restated Credit Agreement, dated May 15, 2020, 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 10.4 to the Companys Annual Report on Form 10-K (File No. 001-37578) filed with the Securities and Exchange Commission on August 18, 2020). 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). 10.7 Amendment No. 1 to the 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K/A (File No. 001-37578) filed with the Securities and Exchange Commission on November 19, 2019). 10.8 Employment Letter Agreement, dated September 6, 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 September 9, 2014). 10.9 Employment Letter Agreement, dated April 7, 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). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 10.14 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 November 8, 2016). 10.15 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). 10.16 Form of Time-Based Restricted Stock Agreement under the 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on November 6, 2019). 10.17 Form of Performance-Based Restricted Stock Agreement under the 2015 Omnibus 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 November 6, 2019). 10.18 Form of Restricted Stock Unit Agreement (Non-Employee Director) under the 2015 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on February 5, 2020). 10.19 Form of Deferred Stock Unit Agreement (Non-Employee Director) under the 2015 Omnibus Incentive Plan, as amended (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 5, 2020). 10.20 Performance Food Group Company Deferred Compensation Plan (incorporated by reference to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on February 5, 2020). 10.21 Performance Food Group Company Executive Severance Plan (incorporated by reference to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on May 4, 2020). 10.22 Form of Performance Food Group Company Executive Severance Plan Participation Agreement (incorporated by reference to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on May 4, 2020). 10.23 Form of Time-Based Restricted Stock Agreement (Graded Vesting) under the 2015 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on November 4, 2020). 10.24 Form of Time-Based Restricted Stock Agreement (Cliff Vesting) under the 2015 Omnibus Incentive Plan, as amended (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 November 4, 2020). 10.25 Form of Performance-Based Restricted Stock Agreement (with Retirement provision) under the 2015 Omnibus Incentive Plan, as amended (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 November 4, 2020). 10.26 Form of Performance-Based Restricted Stock Agreement (without Retirement provision) under the 2015 Omnibus Incentive Plan, as amended (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 November 4, 2020). 10.27 Form of Option Grant under the 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q (File No. 001-37578) filed with the Securities and Exchange Commission on May 11, 2022). 10.28 Core-Mark Holding Company, Inc. 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 of Core-Marks Current Report on Form 8-K (file No. 000-51515) filed with the Securities and Exchange Commission on May 24, 2019). 10.29 Amendment No. 1 to the Core-Mark Holding Company, Inc. 2019 Long-Term Incentive Plan, dated as of September 1, 2021 (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-8 (File No. 333-259238) filed with the Securities and Exchange Commission on September 1, 2021). 10.30 Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan (as amended, effective May 20, 2014) (incorporated by reference to Annex II of Core-Marks Proxy Statement on Schedule 14A (File No. 000-51515) filed with the Securities and Exchange Commission on April 8, 2014). 10.31* Executive Employment Agreement, dated September 1, 2021, between Scott McPherson and Performance Food Group Company 21.1* Subsidiaries of the Registrant 23.1* Consent of Deloitte & Touche LLP 31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.