false 0001665918 0001665918 2024-05-15 2024-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

     

 

FORM 8-K

 

     

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 15, 2024

 

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-37786
(Commission
File Number)

26-0347906
(I.R.S. Employer

Identification Number)

 

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

 

(847) 720-8000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading symbol(s)

  

Name of each exchange on which registered

Common Stock, Par Value $0.01   USFD   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Introduction

 

On May 15, 2024, US Foods Holding Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board of Directors of the Company, subject to stockholder approval. As further amended, the number of shares of the Company’s common stock available for issuance under the ESPP has been increased from 4,750,000 to 8,250,000 shares.

 

A copy of the ESPP, as so amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The matters voted upon by the Company’s stockholders at the Annual Meeting and the voting results are set forth below.

 

Proposal 1: Election of Directors

 

At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The following is a breakdown of the voting results.

 

Nominee   For   Against   Abstain   Broker Non-Votes  
Cheryl A. Bachelder   220,803,305   4,538,953   132,258   8,522,599  
Robert M. Dutkowsky   224,903,209   434,335   136,972   8,522,599  
David E. Flitman   225,119,778   215,689   139,049   8,522,599  
Marla Gottschalk   224,859,533   480,452   134,531   8,522,599  
Sunil Gupta   224,825,474   512,866   136,176   8,522,599  
Carl Andrew Pforzheimer   225,163,198   171,395   139,923   8,522,599  
Quentin Roach   223,798,379   1,539,642   136,495   8,522,599  
David M. Tehle   223,797,999   1,536,090   140,427   8,522,599  
Ann E. Ziegler   222,681,616   2,652,533   140,367   8,522,599  

 

Proposal 2: Advisory Vote on Executive Compensation

 

At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The following is a breakdown of the voting results.

 

For   Against   Abstain   Broker Non-Votes  
212,138,410   13,114,551   221,555   8,522,599  

 

Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan

 

At the Annual Meeting, the stockholders approved an amendment to the ESPP to increase the number of shares available for issuance. The following is a breakdown of the voting results.

 

For   Against   Abstain   Broker Non-Votes  
225,233,747   140,811   99,958   8,522,599  

 

 

 

Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The following is a breakdown of the voting results. 

 

For   Against   Abstain   Broker Non-Votes  
232,756,312   1,035,834   204,969   -  

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

   
Exhibit No. Description
10.1 US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Definitive Proxy Statement on Schedule 14A filed with the SEC on April 2, 2024).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  US FOODS HOLDING CORP.
Dated: May 17, 2024    
  By: /s/ Martha Ha
  Name: Martha Ha
  Title: EVP, General Counsel and Corporate Secretary

 

 

v3.24.1.1.u2
Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 15, 2024
Entity File Number 001-37786
Entity Registrant Name US FOODS HOLDING CORP.
Entity Central Index Key 0001665918
Entity Tax Identification Number 26-0347906
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 9399 W. Higgins Road
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Rosemont
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60018
City Area Code (847)
Local Phone Number 720-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $0.01
Trading Symbol USFD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Grafico Azioni US Foods (NYSE:USFD)
Storico
Da Gen 2025 a Feb 2025 Clicca qui per i Grafici di US Foods
Grafico Azioni US Foods (NYSE:USFD)
Storico
Da Feb 2024 a Feb 2025 Clicca qui per i Grafici di US Foods