CHICAGO, September 8, 2025 —An activist shareholder is seeking four of the 12 seats on Performance Food Group’s board of directors in hopes of forcing the distributor to seek a merger with arch-rival US Foods.
Performance responded to the stakeholder, the investment firm Sachem Head, with a statement saying the current board would consider a transaction proposal from US Foods or any suitor as part of its fiduciary responsibilities, but none is on the table.
“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,” stated Performance, commonly known in the food-away-from-home business as PFG.
Even if an offer is tendered, it would have to meet “a high bar” to convince the board a transaction would be preferable to maintaining the business-building strategy PFG is pursuing with considerable success as a standalone company, the statement reads. That three-part plan calls for expanding current operations, cultivating a standout team and culture, and embracing margin-enhancing technology.
For the fourth quarter ended June 28, the industry’s third largest distributor posted an 11.9% increase in case volume; an 11.5% increase in sales, to $16.9 billion; and a 21% jump in net profit, to $131.5 million. Results were positively affected by the acquisition of a strong second-tier distributor, Cheney Brothers.
Any proposed deal would have to address specifically what PFG would gain in value and speed of service, the statement reads.
It also noted that PFG would want to be certain that any combination would actually happen. In late 2013, the industry’s largest distributor by sales, Sysco Corp., announced its intention to acquire US Foods, the Number Two broadliner. US Foods agreed to the deal, but federal regulators blocked the merger, citing concerns about monopolization.
Despite PFG’s indication that it had not heard US Foods for months, the latter said in early August that it was still interested in exploring a possible merger.
“Our ask of PFG is simply to work together to further understand the merits and opportunities of a potential combination,” US Foods CEO David Flitman told Wall Street analysts at the time.
At that point, PFG had not responded in any fashion to initial overtures for a discussion, according to Flitman.
Reports of a possible merger first took hold on Wall Street in mid-summer. Some speculated that US Foods was primarily interested in acquiring PFG’s convenience-store supply operations. US Foods has virtually not presence in that food-away-from-home channel.
None of the public communications from Sachem and PFG revealed how large of a stake the investment firm holds in the distribution company.
The directors Sachem has nominated for election to board seats are Scott Ferguson, the investor’s managing partner; David A. Toy, a lawyer specializing in mergers and acquisitions; Chris Kriedler, a former EVP and CFO of Sysco; and Karen M. King, COO of technology investor Silver Lake.
Sachem said it would press PFG for other ways of boosting profits if a merger with US Foods does not succeed.
As Managing Editor for IFMA The Food Away from Home Association, Romeo is responsible for generating the group's news and feature content. He brings more than 40 years of experience in covering restaurants to the position.
Cover image courtesy: Closed Loop Project