Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2022, following a governance review by the Board of Directors
(the "Board"), US Foods Holding Corp. (the "Company") implemented a series of
changes consistent with its commitment to best practices of corporate
governance.
Effective immediately, the Board of Directors has determined to separate the
roles of Chief Executive Officer and Chair. Robert M. Dutkowsky, currently the
Company's independent lead director, has been elected non-executive Chair.
Pietro Satriano will continue as Chief Executive Officer and a director.
In addition, the Board has elected Cheryl A. Bachelder to serve as Chair of the
Compensation Committee of the Board and Ann E. Ziegler to serve as Chair of the
Nominating & Corporate Governance Committee of the Board, effective immediately.
Item 7.01. Regulation FD Disclosure.
On February 11, 2022, the Company issued a press release announcing the
corporate governance changes described above, a copy of which is furnished as
Exhibit 99.1 to this current report.
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 of 1933, as amended, or the Exchange Act.
Additional Information
The Company intends to file a proxy statement on Schedule 14A, an accompanying
white proxy card and other relevant documents with the SEC in connection with
the solicitation of proxies from the Company's shareholders for the Company's
2022 annual meeting of shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a copy of the definitive
proxy statement, an accompanying white proxy card, any amendments or supplements
to the definitive proxy statement and other documents filed by the Company with
the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be
available at no charge in the "SEC Filings" subsection of the "Financial
Information" section of the Company's Investor Relations website at
https://ir.usfoods.com/investors or by contacting the Company's Investor
Relations department at Melissa.Napier@usfoods.com, as soon as reasonably
practicable after such materials are electronically filed with, or furnished to,
the SEC.
Participants in the Solicitation
The Company, its directors and certain of its executive officers are
participants in the solicitation of proxies from the Company's shareholders in
connection with matters to be considered at the Company's 2022 annual meeting of
shareholders. Information regarding the direct and indirect interests, by
security holdings or otherwise, of the Company's directors and executive
officers is included in the Company's Proxy Statement on Schedule 14A for its
2021 annual meeting of shareholders, filed with the SEC on April 2, 2021, the
Company's Annual Report on Form 10-K for the year ended January 2, 2021, filed
with the SEC on February 16, 2021, and in the Company's Current Reports on
Form 8-K filed with the SEC from time to time. Changes to the direct or indirect
interests of the Company's directors and executive officers are set forth in SEC
filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4. These documents are available free of charge as
described above. Updated information regarding the identities of potential
participants and their direct or indirect interests, by security holdings or
otherwise, in the Company will be set forth in the Proxy Statement for the
Company's 2022 annual meeting of shareholders and other relevant documents to be
filed with the SEC, if and when they become available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated February 11, 2022.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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