DIRECTOR ORIENTATION AND CONTINUING EDUCATION
Management, working with the Board, provides an orientation process for new directors and coordinates director continuing education programs. The orientation programs are designed to familiarize new directors with the Company’s businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. As part of the onboarding process, new directors meet individually with members of senior management and visit our facilities.
As appropriate, management prepares additional educational sessions for directors on matters relevant to the Company and its business, such as with respect to the global economy, activism, artificial intelligence, and cybersecurity. Directors are also encouraged to participate in educational programs relevant to their responsibilities, including programs conducted by universities and other educational institutions, such as the National Association of Corporate Directors.
TRANSACTIONS WITH RELATED PERSONS
The Board of Directors has adopted a written policy regarding transactions with related persons, which we refer to as our “related person transaction policy.” Our related person transaction policy requires that (i) any “related person transaction” (defined as any transaction, consistent with Item 404(a) of Regulation S-K, in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) be approved by an approving body comprised of the disinterested members of our Board of Directors or any committee of the Board of Directors (provided that a majority of the members of the Board of Directors or such committee, respectively, are disinterested) and (ii) any employment relationship or transaction involving an executive officer and any related compensation be approved by the Compensation Committee or recommended by the Compensation Committee to the Board of Directors for its approval. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.
FMR LLC (“Fidelity”) filed a Schedule 13G/A with the SEC on November 4, 2025 stating that it holds approximately 7.1% of the Company’s stock. An affiliate of Fidelity provides investment management and record keeping services to the Company’s 401(k) Plan. The participants in the 401(k) Plan paid $1,186,455 for record keeping services and $1,550,030 for investment management services to Fidelity in fiscal 2026. The investment management agreement was entered into on an arm’s-length basis.
Benjamin Hoskins, son of Craig Hoskins, our former Executive Vice President and Chief Development Officer, is employed by the Company as Vice President, Sales (Vistar). In fiscal 2026, he received total compensation of approximately $370,500, including salary, bonus, and customary employee benefits. Jake Hoskins, son of Craig Hoskins, our former Executive Vice President and Chief Development Officer, is employed by the Company as Manager, National Accounts. In fiscal 2026, he received total compensation of approximately $139,797 including salary, bonus, and customary employee benefits. The compensation for each of Messrs. Benjamin and Jake Hoskins is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience, and responsibilities.
Cooperation Agreement with Sachem Head
On September 23, 2025, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Sachem Head Capital Management LP, Sachem Head LP and certain of their affiliates (collectively, “Sachem Head”). Pursuant to the Cooperation Agreement, the Company appointed Mr. Ferguson to the Board and the Audit and Finance Committee. Mr. Ferguson resigned from the Board and all Board committees on which he served, effective August 24, 2026. Pursuant to the terms of the Cooperation Agreement, the Standstill Termination Date (as defined therein) occurred on September 13, 2026, 20 days following Mr. Ferguson’s resignation from the Board. As of the Standstill Termination Date, certain provisions of the Cooperation Agreement terminated, including any obligations on the part of Sachem Head to vote its shares in accordance with the Board’s recommendations or abide by the standstill restrictions set forth therein.
