{"schema_version":"secwatch.filing_event.v1","accession":"0001387131-23-006749","form_type":"8-K","ticker":"USFD","cik":"0001665918","company_name":"US Foods Holding Corp.","filed_at":"2023-05-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.938962+00:00","generated_at":"2026-06-14T18:17:56.602302+00:00","sec_items":["5.02","5.03","5.07","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"US Foods announces departure of Andrew Iacobucci; appoints Sturgell and Taylor","bullets":["Andrew Iacobucci, Senior EVP Field Operations and CCO, leaves US Foods to become CEO at another company.","Jim Sturgell appointed EVP, Chief Commercial Officer; Randy Taylor appointed EVP, Field Operations.","Company flattens ELT; Sturgell and Taylor report directly to CEO Dave Flitman.","Director Court Carruthers did not stand for re-election, effective May 18, 2023.","Stockholders approved charter amendments adding federal forum selection and updating officer exculpation."],"urls":{"canonical":"https://secwatch.observer/filing/0001387131-23-006749","json":"https://secwatch.observer/filing/0001387131-23-006749.json","markdown":"https://secwatch.observer/filing/0001387131-23-006749.md","text":"https://secwatch.observer/filing/0001387131-23-006749.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/usfd-8k_051823.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T18:17:56.602302+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9d219cd918","claim":"Andrew E. Iacobucci resigned as Senior Executive Vice President, Field Operations and Chief Commercial Officer at US Foods Holding Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Senior Executive Vice President, Field Operations and Chief Commercial Officer"}],"fact_type":"executive_change"},{"claim_id":"e1cad12e5c","claim":"Court D. Carruthers departed as Director at US Foods Holding Corp..","evidence_excerpt":"Court D. Carruthers did not stand for re-election to the Board of Directors of the Company at the Annual Meeting.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"did not stand for re-election"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"be1f2515ce3f94b62c563e7e018b424d8d3817f0","claim":"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).","evidence_excerpt":"On May 19, 2023, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-19"}],"fact_type":"governance_change"},{"claim_id":"007ac9ac0811df3613890222f438ae7d50ebdfcf","claim":"US Foods Holding Corp. shareholders approved Election of Directors.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"35058e3cd2b66af154e0a2c63b27de2412758f92","claim":"US Foods Holding Corp. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm.","evidence_excerpt":"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 --","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"3da81850ffd3f2afd8aa3ef23e6ec6b54320c150","claim":"US Foods Holding Corp. shareholders rejected Stockholder Proposal regarding limitations on accelerated vesting of performance-based stock awards.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"}],"fact_type":"shareholder_vote"},{"claim_id":"4d78595ecbde03f423b65cf98d4f859e8992b9eb","claim":"US Foods Holding Corp. shareholders approved Approval of Amendments to the Company’s Certificate of Incorporation – Exculpation.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"b73f934a0dc875ee76860cb30f52ee6bd7709200","claim":"US Foods Holding Corp. shareholders approved Approval of Amendments to the Company’s Certificate of Incorporation – Federal Forum Selection.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"cf15f7753e6ff864de03a94ee2dcc627294d8bf5","claim":"US Foods Holding Corp. shareholders approved Advisory Vote on the Frequency of Future Votes on Executive Compensation.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"fef5c448af1205fd39af9faf1d2ad497b2edbcee","claim":"US Foods Holding Corp. shareholders approved Advisory Vote on Executive Compensation.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1665918/000138713123006749/0001387131-23-006749-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}