US Foods Holding Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$USFD
Food Distributors
Consumer Discretionary
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip code)
(847 ) 720-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2025, US Foods Holding Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As of March 25, 2025, the Company’s record date, there were a total of 230,517,399 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 219,917,528 shares of common stock were represented in person or by proxy and, therefore, a quorum was present. For more information about the following proposals, see the Company’s proxy statement, dated April 8, 2025.
The number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, with respect to each matter voted upon are set forth below.
1.The following individuals were elected at the Annual Meeting to serve until the 2025 annual meeting of stockholders, by the following votes:
| Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||
Cheryl A. Bachelder | 210,047,565 | 1,573,393 | 132,561 | 8,164,009 | |||||||||||||||||||||||||
David W. Bullock | 211,505,274 | 115,204 | 133,041 | 8,164,009 | |||||||||||||||||||||||||
David E. Flitman | 211,498,503 | 132,648 | 122,368 | 8,164,009 | |||||||||||||||||||||||||
Marla Gottschalk | 210,619,578 | 812,447 | 321,494 | 8,164,009 | |||||||||||||||||||||||||
Carl Andrew Pforzheimer | 211,509,467 | 110,204 | 133,848 | 8,164,009 | |||||||||||||||||||||||||
Quentin Roach | 210,532,471 | 1,087,867 | 133,181 | 8,164,009 | |||||||||||||||||||||||||
David M. Tehle | 210,466,719 | 1,153,177 | 133,623 | 8,164,009 | |||||||||||||||||||||||||
Ann E. Ziegler | 204,658,867 | 6,962,231 | 132,421 | 8,164,009 | |||||||||||||||||||||||||
2.The proposal to approve the Company's named executive officer compensation on a non-binding advisory basis was approved by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 202,729,237 | 8,658,004 | 366,278 | 8,164,009 | |||||||||||||||||||||||
3.The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved by the following votes:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 218,262,362 | 1,454,227 | 200,939 | — | ||||||||||||||||||||
4.The non-binding stockholder proposal entitled, “Stockholder Proposal to Adopt a Right to Call a Special Stockholder Meeting at a 15% Aggregate Ownership Threshold” was approved on an advisory basis by the following votes:
For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 181,258,152 | 21,670,115 | 8,825,052 | 8,164,009 | ||||||||||||||||||||
NATURES
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 23, 2025 | ||||||||
| By: | /s/ Martha Ha | |||||||
| Name: | Martha Ha | |||||||
| Title: | EVP, General Counsel and Corporate Secretary | |||||||