8-K
filed May 15, 2026, 4:25 PM ET
ticker USFD
CIK 0001665918
other material
confidence high
sentiment neutral
materiality 0.50
US Foods shareholders approve 25% threshold to call special meetings; all directors elected
US Foods Holding Corp.
- Shareholders approved charter amendment enabling stockholders owning ≥25% of common stock to call a special meeting.
- Board adopted amended bylaws with procedural requirements including 'net long' ownership and blackout periods.
- All nine director nominees elected; say-on-pay and auditor ratification passed with strong majorities.
- Charter amendment filed with Delaware Secretary of State, effective May 14, 2026.
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.: Approved amendment to certificate of incorporation to permit stockholders owning at least 25% of outstanding common stock to call a special meeting (effective 2026-05-14).
- Change
- charter amendment
- Effective
- 2026-05-14
Exact text from the filing
the stockholders, upon recommendation of the board of directors of the Company (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to permit stockholders owning at least 25% of the Company’s outstanding common stock to call a special meeting of stockholders.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
US Foods Holding Corp.: The Board approved an amendment and restatement of the bylaws to implement special meeting right, including procedural requirements and ownership thresholds (effective 2026-05-14).
- Change
- bylaw amendment
- Effective
- 2026-05-14
Exact text from the filing
The Board also approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), which became effective upon the effectiveness of the Charter Amendment, to adopt certain changes to implement the special meeting right
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
US Foods Holding Corp. shareholders approved Amendment to certificate of incorporation to provide stockholders the right to call a special meeting at a 25% ownership threshold.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal No. 4 . The proposal to approve an amendment to our certificate of incorporation to provide stockholders the right to call a special meeting at a 25% ownership threshold was approved by the following votes: For Against Abstain Broker Non-Votes 205,371,228 52,326 66,521 8,112,710
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 No. 1 . All nominees for election to the Board listed in the proxy statement for the Annual Meeting were elected as follows: Nominee For Against Abstain Broker Non-Votes Cheryl A. Bachelder 203,091,729 2,321,069 77,277 8,112,710
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 No. 2 . The compensation paid to the Company’s named executive officers was approved, on an advisory basis, by the following votes: For Against Abstain Broker Non-Votes 199,888,080 5,361,163 240,832 8,112,710
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
US Foods Holding Corp. shareholders approved Ratification of Deloitte & Touche LLP as independent auditors.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
Proposal No. 3 . The appointment of Deloitte & Touche LLP as independent auditors for fiscal year 2026 was ratified by the following votes: For Against Abstain Broker Non-Votes 210,048,265 3,421,849 132,671 —
View on SEC.gov
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