secwatch / observer
8-K filed May 22, 2023, 7:59 PM ET ticker USFD CIK 0001665918
leadership confidence high sentiment neutral materiality 0.60

US Foods announces departure of Andrew Iacobucci; appoints Sturgell and Taylor

US Foods Holding Corp.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Andrew E. Iacobucci

Senior Executive Vice President, Field Operations and Chief Commercial Officer
USFD · US Foods Holding Corp.
Effective
2023-05-18
Filed
May 22, 2023, 7:59 PM ET
On May 18, 2023, Andrew E. Iacobucci notified the Company of his resignation as the Company’s Senior Executive Vice President, Field Operations and Chief Commercial Officer to pursue other business opportunities.
Departed

Court D. Carruthers

Director
USFD · US Foods Holding Corp.
Effective
2023-05-18
Filed
May 22, 2023, 7:59 PM ET
Court D. Carruthers did not stand for re-election to the Board of Directors of the Company at the Annual Meeting.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew E. Iacobucci resigned as Senior Executive Vice President, Field Operations and Chief Commercial Officer at US Foods Holding Corp..

Action
resigned
Role
Senior Executive Vice President, Field Operations and Chief Commercial Officer
Exact text from the filing
On May 18, 2023, Andrew E. Iacobucci notified the Company of his resignation as the Company’s Senior Executive Vice President, Field Operations and Chief Commercial Officer to pursue other business opportunities.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Court D. Carruthers departed as Director at US Foods Holding Corp..

Action
did not stand for re-election
Role
Director
Exact text from the filing
Court D. Carruthers did not stand for re-election to the Board of Directors of the Company at the Annual Meeting.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

US Foods Holding Corp.: Amended and restated certificate of incorporation to add federal forum selection provision and update officer exculpation provisions under Delaware law (effective 2023-05-19).

Change
charter amendment
Effective
2023-05-19
Exact text from the filing
On May 19, 2023, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Election of Directors.

Proposal
director election
Outcome
passed
Exact text from the filing
Proposal 1: Election of Directors At the Annual Meeting, the Company’s common stockholders and the holders of the Series A Preferred Stock, voting together as a single class (collectively, the “ Stockholders ”), elected twelve director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2024 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 229,885,794 1,881,843 102,564 7,840,988 James J. Barber, Jr. 230,178,014 1,580,506 111,681 7,840,988 Robert M. Dutkowsky 228,265,497 3,444,891 159,813 7,840,988 Scott D. Ferguson 226,535,492 5,223,162 111,547 7,840,988 David E. Flitman 231,175,328 589,497 105,376 7,840,988 Marla Gottschalk 228,271,834 3,492,342 106,025 7,840,988 Sunil Gupta 225,688,199 6,054,406 127,596 7,840,988 Carl Andrew Pforzheimer 231,104,525 658,809 106,867 7,840,988 Q
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm.

Proposal
auditor ratification
Outcome
passed
Exact text from the filing
Proposal 6: 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 2023. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 238,210,508 993,127 507,554 --
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders rejected Stockholder Proposal regarding limitations on accelerated vesting of performance-based stock awards.

Outcome
failed
Exact text from the filing
Proposal 7: Stockholder Proposal At the Annual Meeting, the Stockholders rejected a Stockholder proposal regarding limitations on accelerated vesting of performance-based stock awards granted to the senior executive officers of the Company upon a change of control, as detailed in the Proxy Statement. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 39,167,617 192,282,158 420,426 7,840,988
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Approval of Amendments to the Company’s Certificate of Incorporation – Exculpation.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 5: Approval of Amendments to the Company’s Certificate of Incorporation – Exculpation At the Annual Meeting, the Stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to update the exculpation provisions, in light of recent changes to Delaware law regarding officer exculpation, as detailed in the Proxy Statement. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 191,404,041 40,105,974 360,186 7,840,988
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Approval of Amendments to the Company’s Certificate of Incorporation – Federal Forum Selection.

Proposal
charter amendment
Outcome
passed
Exact text from the filing
Proposal 4: Approval of Amendments to the Company’s Certificate of Incorporation – Federal Forum Selection At the Annual Meeting, the Stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to add a federal forum selection provision for legal actions arising under the Securities Act, as detailed in the Proxy Statement. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 204,685,713 26,909,396 275,092 7,840,988
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Advisory Vote on the Frequency of Future Votes on Executive Compensation.

Proposal
say on pay frequency
Outcome
passed
Exact text from the filing
Proposal 3: Advisory Vote on the Frequency of Future Votes on Executive Compensation At the Annual Meeting, the Stockholders approved, on a non-binding advisory basis, an annual vote frequency for future advisory votes on the compensation of the Company’s named executive officers. The following is a breakdown of the voting results. 1 Year 2 Years 3 Years Abstain 228,922,868 30,096 2,787,388 129,849
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

US Foods Holding Corp. shareholders approved Advisory Vote on Executive Compensation.

Proposal
say on pay
Outcome
passed
Exact text from the filing
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 197,744,845 33,943,991 181,365 7,840,988
View on SEC.gov

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US Foods Holding Corp. filing history →

Source: SEC EDGAR
accession 0001387131-23-006749
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