--- schema_version: "secwatch.filing_event.v1" accession: "0001665918-26-000038" form_type: "8-K" ticker: "USFD" cik: "0001665918" company_name: "US Foods Holding Corp." filed_at: "2026-05-15T20:25:11+00:00" generated_at: "2026-05-15T20:32:31.942010+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # US Foods shareholders approve 25% threshold to call special meetings; all directors elected ## Summary - 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. ## SEC filing metadata - accession: 0001665918-26-000038 - form_type: 8-K - ticker: USFD - cik: 0001665918 - company_name: US Foods Holding Corp. - filed_at: 2026-05-15T20:25:11+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/usfd-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001665918-26-000038 - JSON: https://secwatch.observer/filing/0001665918-26-000038.json - Plain text: https://secwatch.observer/filing/0001665918-26-000038.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - Shareholder Votes US Foods Holding Corp. shareholders approved Election of Directors. - Proposal: director election - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - Shareholder Votes US Foods Holding Corp. shareholders approved Advisory vote on executive compensation. - Proposal: say on pay - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm - Shareholder Votes US Foods Holding Corp. shareholders approved Ratification of Deloitte & Touche LLP as independent auditors. - Proposal: auditor ratification - Outcome: passed source text: 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 — evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000166591826000038/0001665918-26-000038-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.