US Foods Holding Corp. — fact timeline

US Foods Holding Corp. amended credit facility of $2.5 billion with Wells Fargo Bank, National Association, as administrative agent and collateral agent maturing May 28, 2031.

“The Amendment increased the total aggregate amount of commitments under the ABL Agreement from $2.3 billion to $2.5 billion; extended the maturity date to May 28, 2031, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of earlier maturing indebtedness under US Foods’ term loan credit agreement or any of its senior notes remains outstanding for which a reserve is not maintained on a date that is sixty (60) days prior to such earlier maturity date for such maturing indebtedness; and made certain changes to the pricing, financial covenant, reporting obligations and other terms of the ABL Agreement.”

US Foods Holding Corp. amended Amendment with Wells Fargo Bank, National Association (effective 2026-05-28).

“On May 28, 2026, US Foods, Inc. (“US Foods”) entered into an amendment (the “Amendment”) to its existing ABL Credit Agreement, dated as of May 31, 2019, as amended, restated, modified or supplemented from time to time, by and among US Foods, the other Loan Parties (defined in the ABL Agreement), each lender and issuing lender from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “ABL Agreement”).”

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 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”

US Foods Holding Corp. shareholders approved Ratification of Deloitte & Touche LLP as independent auditors.

“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 —”

US Foods Holding Corp. shareholders approved Advisory vote on executive compensation.

“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”

US Foods Holding Corp. shareholders approved Election of Directors.

“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”

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).

“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”

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).

“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.”

US Foods Holding Corp. reported financial results for fiscal first quarter ended March 28, 2026.

“On May 7, 2026, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal first quarter ended March 28, 2026.”

Dirk Locascio changed role as interim Principal Accounting Officer at US Foods Holding Corp..

“In connection with such election, Dirk Locascio will cease serving as the Company’s interim Principal Accounting Officer and will continue to serve as Executive Vice President and Chief Financial Officer for the Company.”

AnnMarie Lobred was elected as Principal Accounting Officer at US Foods Holding Corp..

“On May 7, 2025, Board of Directors (the “Board”) of US Foods Holding Corp. (the “Company”) elected AnnMarie Lobred, Senior Vice President and Chief Accounting Officer of the Company, as the Company’s Principal Accounting Officer, effective May 7, 2025.”

David W. Bullock was appointed as Director at US Foods Holding Corp..

“On January 7, 2025, the Board of Directors (the “ Board ”) of US Foods Holding Corp. (the “ Company ”) increased the size of the Board to nine directors and appointed David W. Bullock to the Board and the Nominating and Corporate Governance Committee.”

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 -”

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”

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”

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”

US Foods Holding Corp. reported financial results for the fiscal first quarter ended March 30, 2024.

“On May 9, 2024, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal first quarter ended March 30, 2024.”

US Foods Holding Corp. amended the Amendment with Wells Fargo Bank, National Association (effective 2024-04-30).

“US Foods, Inc. (“US Foods”) entered into an amendment (the “Amendment”) to its existing ABL Credit Agreement, dated as of May 31, 2019, as amended, restated, modified or supplemented from time to time, by and among US Foods, the other Loan Parties (defined in the ABL Agreement), each lender and issuing lender from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “ABL Agreement”).”

US Foods Holding Corp. amended credit facility with syndicate of lenders at (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in maturing November 22, 2028.

“On February 27, 2024 US Foods, Inc. (“US Foods”) entered into an amendment (the “Twelfth Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).”

US Foods Holding Corp. terminated Cooperation Agreement with Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head") (effective 2024-02-28).

“On February 28, 2024, US Foods Holding Corp. (the "Company") entered into a Mutual Termination Agreement (the "Termination Agreement") with Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head").”

US Foods Holding Corp. amended Twelfth Amendment with syndicate of lenders (effective 2024-02-27).

“On February 27, 2024 US Foods, Inc. ("US Foods") entered into an amendment (the "Twelfth Amendment") to its term loan credit agreement (as so amended, the "Credit Agreement") with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).”

Scott D. Ferguson resigned as Director at US Foods Holding Corp..

“On February 28, 2024, Scott D. Ferguson resigned from the Board in accordance with the terms of the Termination Agreement.”

US Foods Holding Corp. incurred senior notes of $500 million aggregate principal amount of its 6.875% Senior Notes due 2028 and $500 million aggregate principal amount with Wilmington Trust, National Association (as trustee) at 6.875% per year for 2028 Notes and 7.250% per year for 2032 Notes maturing 2028 Notes mature on September 15, 2028; 2032 Notes mature on September 15, 2032.

“On September 25, 2023, US Foods Holding Corp. (“US Foods,” “we,” “our,” or “us”) completed its previously announced private offering (the “Offering”) of $500 million aggregate principal amount of its 6.875% Senior Notes due 2028 and $500 million aggregate principal amount of its 7.250% Senior Notes due 2032”

US Foods Holding Corp. entered into 2032 Indenture with Wilmington Trust, National Association valued at $500 million aggregate principal amount (effective 2023-09-25).

“On September 25, 2023, US Foods Holding Corp. (“US Foods,” “we,” “our,” or “us”) completed its previously announced private offering (the “Offering”) of $500 million aggregate principal amount of its 6.875% Senior Notes due 2028 and $500 million aggregate principal amount of its 7.250% Senior Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”) by its direct, wholly-owned subsidiary, US Foods, Inc. (the “Company”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).”

US Foods Holding Corp. entered into 2028 Indenture with Wilmington Trust, National Association valued at $500 million aggregate principal amount (effective 2023-09-25).

“On September 25, 2023, US Foods Holding Corp. (“US Foods,” “we,” “our,” or “us”) completed its previously announced private offering (the “Offering”) of $500 million aggregate principal amount of its 6.875% Senior Notes due 2028 and $500 million aggregate principal amount of its 7.250% Senior Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”) by its direct, wholly-owned subsidiary, US Foods, Inc. (the “Company”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).”

US Foods Holding Corp. amended term loan with syndicate of lenders at 2.50% for borrowings that bear interest based upon Term SOFR and 1.50% for borro.

“On August 22, 2023 US Foods, Inc. (“US Foods”) entered into an amendment (the “Eleventh Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to 2.50% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) and 1.50% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).”

US Foods Holding Corp. amended Eleventh Amendment with a syndicate of lenders (effective 2023-08-22).

“On August 22, 2023 US Foods, Inc. (“US Foods”) entered into an amendment (the “Eleventh Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to 2.50% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) and 1.50% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).”

US Foods Holding Corp. reported financial results for the fiscal second quarter ended July 1, 2023.

“On August 10, 2023 , US Foods Holding Corp. issued a press release announcing its financial results for the fiscal second quarter ended July 1, 2023.”

US Foods Holding Corp. amended Tenth Amendment with Citicorp North America, Inc. valued at The Tenth Amendment replaced the LIBOR-based interest rate option with Term SOFR and added credit sp (effective 2023-06-01).

“On June 1, 2023, US Foods Inc. (the “ Company ”) entered into the Tenth Amendment (the “ Tenth Amendment ”) to the Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the “ Credit Agreement ”), by and among the Company, the other loan parties party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and the lenders from time to time party thereto.”

Nathaniel H. Taylor resigned as Director at US Foods Holding Corp..

“On May 26, 2023, prior to the consummation of the Offering described below, Nathaniel H. Taylor resigned from the Board of Directors of the Company”

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).

“On May 19, 2023, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.”

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

“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”

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

“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 --”

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

“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”

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

“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”

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

“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”

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 197,744,845 33,943,991 181,365 7,840,988”

US Foods Holding Corp. shareholders approved Election of Directors.

“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”

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

“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.”

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

“Court D. Carruthers did not stand for re-election to the Board of Directors of the Company at the Annual Meeting.”

US Foods Holding Corp. reported financial results for the fiscal first quarter ended April 1, 2023.

“US Foods Holding Corp. issued a press release announcing its financial results for the fiscal first quarter ended April 1, 2023.”

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

“Andrew E. Iacobucci, who has been appointed to the new position of Senior Executive Vice President, Field Operations and Chief Commercial Officer, effective March 24, 2023.”

Jay Kvasnicka departed as Executive Vice President, Field Operations at US Foods Holding Corp..

“In connection with this change, Jay Kvasnicka, the current Executive Vice President, Field Operations, will depart the Company, effective March 31, 2023.”

Andrew E. Iacobucci changed role as Executive Vice President and Chief Transition Officer at US Foods Holding Corp..

“Mr. Iacobucci’s duties related to the on-boarding of the Company’s new Chief Executive Officer, David E. Flitman, will soon conclude and he will transition to a permanent role as part of Mr. Flitman’s leadership team, but his new title has not yet been determined.”

US Foods Holding Corp. reported financial results for the fiscal fourth quarter and fiscal year ended December 31, 2022.

“On February 16, 2023, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended December 31, 2022.”

US Foods Holding Corp. amended Amendment No. 3 with Wells Fargo Bank, National Association, as administrative agent and collateral agent valued at $310.0 million increase to $2.3 billion (effective 2022-12-07).

“On December 7, 2022, US Foods, Inc. (“USF”) entered into an Amendment No. 3 (the “Amendment”) to that certain ABL credit agreement, dated as of May 31, 2019 (as amended, the “ABL Credit Agreement”), among USF, the subsidiaries of USF party thereto, the lenders and issuing lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, to, among other things, increase the commitments provided by certain lenders thereunder by $310.0 million to an aggregate amount of $2.3 billion, replace the London Interbank Offered Rate interest rate benchmark with a forward-looking term rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York, as determined in accordance with the ABL Credit Agreement, and extend the maturity of the ABL Credit Agreement to December 7, 2027, subject to a springing maturity date in the event that more than $300 million in aggregate principal amount of indebtedness under any o”

Andrew Iacobucci departed as Chief Executive Officer at US Foods Holding Corp..

“appointed David Flitman to succeed Andrew Iacobucci as Chief Executive Officer of the Company”

David Flitman was appointed as Director at US Foods Holding Corp..

“the Company increased the size of the Board to 14 directors and appointed Mr. Flitman to the Board, effective on the Commencement Date.”

US Foods Holding Corp. reported financial results for the fiscal third quarter ended October 1, 2022.

“On November 10, 2022, US Foods Holding Corp. issued a press release announcing its financial results for the fiscal third quarter ended October 1, 2022.”

US Foods Holding Corp.: Amended and restated bylaws to update director nomination procedures, exclusive forum provisions, and other technical changes (effective 2022-11-02).

“On November 2, 2022, the Board of Directors (the “ Board ”) of US Foods Holding Corp., a Delaware corporation (the “ Company ”), approved an amendment and restatement of the Company’s Bylaws (the “ Amended and Restated Bylaws ”), which became effective the same day.”