US Foods amends Bylaws to update universal proxy rules and add exclusive forum provisions

US Foods Holding Corp.

Amended Bylaws require nomination proponents to provide compliance evidence 5 business days before meeting under Rule 14a-19.
Limits number of nominees a stockholder may propose to number of directors to be elected.
Designates Delaware Chancery Court as exclusive forum for derivative and fiduciary duty claims.
Designates federal courts as exclusive forum for Securities Act claims; conforming charter change proposed.
Clarifies remote meeting authority and quorum/vote treatment for disqualified nominees.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

US Foods Holding Corp.: Amended and restated bylaws to update director nomination procedures, exclusive forum provisions, and other technical changes (effective 2022-11-02).

Change: bylaw amendment
Effective: 2022-11-02

Exact text from the filing

On November 2, 2022, the Board of Directors (the “ Board ”) of US Foods Holding Corp., a Delaware corporation (the “ Company ”), approved an amendment and restatement of the Company’s Bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.

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US Foods Holding Corp. filing history →

Source: SEC EDGAR

accession 0001387131-22-011167

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