8-K
filed May 17, 2024, 7:59 PM ET
ticker USFD
CIK 0001665918
other
confidence high
sentiment neutral
materiality 0.15
US Foods shareholders approve ESPP share increase to 8.25M, elect nine directors
US Foods Holding Corp.
- Stockholders approved ESPP amendment increasing authorized shares from 4.75M to 8.25M (225.2M for, 0.1M against).
- All nine director nominees elected; votes in favor ranged from 220.8M to 225.2M (excl. broker non-votes).
- Advisory vote on executive compensation approved (212.1M for, 13.1M against).
- Ratification of Deloitte & Touche as auditor for FY2024 approved (232.8M for, 1.0M against).
Machine-readable event card
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- US Foods Holding Corp.
- filed_at
- 2024-05-17T23:59:59+00:00
- discovered_at
- 2026-05-14T18:03:19.495075+00:00
- generated_at
- 2026-06-01T16:05:52.153934+00:00
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- neutral
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- 0.3
- calibrated_materiality_score
- 0.15
- confidence
- high
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- edgar_index_url
- https://www.sec.gov/Archives/edgar/data/1665918/000199937124006230/0001999371-24-006230-index.htm
- edgar_primary_document_url
- https://www.sec.gov/Archives/edgar/data/1665918/000199937124006230/usfd-8k_051524.htm
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Source-grounded claims
14b33bd34fc576a6cff90649d7f8a6306763244b
US Foods Holding Corp. shareholders approved Election of nine director nominees to the Company's Board of Directors.
Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
SEC 8-K Item 5.07
confidence 0.95
SEC evidence
59500c79787d330c13ce8ef41f8827750e16e7e6
US Foods Holding Corp. shareholders approved Approval of an Amendment to the Employee Stock Purchase Plan to increase shares available for issuance.
Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan At the Annual Meeting, the stockholders approved an amendment to the ESPP to increase the number of shares available for issuance. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 225,233,747 140,811 99,958 8,522,599
SEC 8-K Item 5.07
confidence 0.95
SEC evidence
6eee9c3cfa80c47f83aa58bbb2c850450c4a9dd9
US Foods Holding Corp. shareholders approved Advisory Vote on Executive Compensation.
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 212,138,410 13,114,551 221,555 8,522,599
SEC 8-K Item 5.07
confidence 0.95
SEC evidence
f952ddbfe80de28ed3777d7f544def12f36869c2
US Foods Holding Corp. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm.
Proposal 4: 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 2024. The following is a breakdown of the voting results. For Against Abstain Broker Non-Votes 232,756,312 1,035,834 204,969 -
SEC 8-K Item 5.07
confidence 0.95
SEC evidence
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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· Proposal 3 — To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (the “say-on-pay vote”): Votes For Votes Against Votes Abstained Broker Non-Votes 8,208,462 1,323,885 1,011 577,920
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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The non-binding advisory vote to approve the compensation of the Company's named executive officers was approved as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 54,903,698 6,239,017 112,972 11,665,236
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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Proposal 2 - Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 Votes For Votes Against Votes Abstaining Broker Non-Votes 127,775,985 168,810 59,341 —
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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3. Shares For Shares Against Abstentions Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024 174,085,618 6,520,218 333,762 The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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Proposal 2: An advisory vote on named executive officer compensation : The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company’s Proxy Statement.
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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Proposal 1: Election of Directors At the Annual Meeting, the Company’s stockholders elected nine director nominees to the Company’s Board of Directors, to hold office for one-year terms expiring at the Company’s 2025 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 220,803,305 4,538,953 132,258 8,522,599
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The number of votes cast for, against, withheld and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2024 is as set forth below: For Against Abstain Broker Non-Votes 23,883,762 50,349 35,869 —
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