UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introduction
On May 18, 2023, US Foods Holding Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s common stockholders and the holders of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) voted together as a single class on all matters except that the holders of the Series A Preferred Stock voted as a separate class on the election of Nathaniel H. Taylor, the director nominee designated by the holders of the Series A Preferred Stock, as described in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Director
As previously disclosed in the Proxy Statement, Court D. Carruthers did not stand for re-election to the Board of Directors of the Company at the Annual Meeting. As such, Mr. Carruthers completed his term as a director of the Company effective May 18, 2023.
Mr. Carruthers served as a director of the Company from July 2016 until May 18, 2023, and was a member of the Company’s Compensation and Human Capital Committee, Audit Committee and Executive Committee at various points throughout his tenure. No disagreement with the Company, its management, the Board of Directors or any committee thereof, or any matter relating to the Company’s operations, policies or practices, caused, in whole or in part, the decision that Mr. Carruthers would not stand for re-election to the Board of Directors of the Company at the Annual Meeting.
As of the Annual Meeting, the Company’s Board of Directors consists of thirteen members.
Departure of Named Executive Officer
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. Mr. Iacobucci’s resignation is not for “Good Reason” within the meaning of Mr. Iacobucci’s Amended and Restated Executive Severance Agreement, between Mr. Iacobucci and the Company, dated as of February 7, 2021 (as amended by that certain Letter Agreement, dated May 9, 2022), and the Company’s other compensation and benefits arrangements. Mr. Iacobucci’s resignation as an officer of the Company, effective May 18, 2023, is not the result of any disagreement with the Company, its management, the Board of Directors or any committee thereof, or any matter relating to the Company’s operations, policies or practices.
| Item 5.03 | Amendments to the Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s Restated Certificate of Incorporation, to (i) add a federal forum selection provision for legal actions arising under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) update the exculpation provisions in light of recent changes to Delaware law regarding officer exculpation (the “Restated Certificate”). On May 19, 2023, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.
A description of the Restated Certificate is set forth in the Proxy Statement in the sections entitled “Proposal Four – Amend Our Restated Certificate of Incorporation to Add a Federal Forum Selection Provision” and “Proposal Five – Amend Our Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation and to Remove Obsolete Provisions,” which descriptions are incorporated herein by reference. Each description is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The matters voted upon by the Company’s stockholders at the Annual Meeting and the voting results are set forth below. For those matters voted upon by the holders of the Series A Preferred Stock, the voting results reflect the 17,257,850 shares of the Company’s common stock into which the shares of Series A Preferred Stock outstanding as of the record date for the Annual Meeting were convertible.
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 | |||||
| Quentin Roach | 230,128,650 | 1,634,283 | 107,268 | 7,840,988 | |||||
| David M. Tehle | 230,136,864 | 1,627,163 | 106,174 | 7,840,988 | |||||
| David A. Toy | 230,931,715 | 830,002 | 108,484 | 7,840,988 | |||||
| Ann E. Ziegler | 213,967,278 | 15,486,883 | 2,416,040 | 7,840,988 |
The holders of the Series A Preferred Stock, voting as a separate class, elected one director nominee to hold office for a one-year term expiring at the Company’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified. The following is a breakdown of the voting results.
| Nominee | For | Against | Abstain | Broker Non-Votes | |||||
| Nathaniel H. Taylor | 17,257,850 | -- | -- | -- |
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 |
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 |
In light of the voting results on Proposal 3, the Company has decided to include the advisory vote on the compensation of the Company’s named executive officers in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory Stockholder vote on compensation paid to the Company’s named executive officers.
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 |
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 |
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 | -- |
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 |
Item 7.01. Regulation FD Disclosure.
On May 22, 2023, the Company issued a press release announcing Mr. Iacobucci’s departure. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Restated Certificate of Incorporation of US Foods Holding Corp. |
| 99.1 | Press Release of US Foods Holding Corp., issued on May 22, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| US FOODS HOLDING CORP. | ||
| Dated: May 22, 2023 | ||
| By: | /s/ Stephanie D. Miller | |
| Name: | Stephanie D. Miller | |
| Title: | Corporate Secretary | |