US Foods (NYSE: USFD) holders gain 25% special meeting right and elect board

Rhea-AI Filing Summary

US Foods Holding Corp. reported results from its 2026 annual stockholders meeting and a governance change. Stockholders approved a charter amendment giving investors who own at least 25% of the outstanding common stock the right to call a special meeting, subject to detailed procedural and eligibility requirements.

The board adopted amended and restated bylaws to implement this special meeting right, including a “net long” ownership test, blackout periods, and limits on the business that can be brought. Stockholders also elected all director nominees, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditors for fiscal 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Special meeting threshold: 25% of outstanding common stock Flitman director votes for: 205,346,108 votes Say-on-pay support: 199,888,080 votes for +4 more

7 metrics

Special meeting threshold 25% of outstanding common stock Ownership needed to call a special meeting

Flitman director votes for 205,346,108 votes Election of David E. Flitman to the board

Say-on-pay support 199,888,080 votes for Advisory approval of executive compensation

Auditor ratification for 210,048,265 votes Ratification of Deloitte & Touche LLP for fiscal 2026

Special meeting proposal for 205,371,228 votes Approval of 25% special meeting charter amendment

Blackout window 90 days Period before annual meeting when special meeting requests are excluded

Similar business lookback 120 days Lookback window for identical or substantially similar business

Key Terms

special meeting, net long, Amended and Restated Bylaws, Restated Certificate of Incorporation, +1 more

5 terms

special meeting financial

"permit stockholders owning at least 25% of the Company’s outstanding common stock to call a special meeting of stockholders"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

net long financial

"Ownership of the Company’s common stock will be determined based on a “net long” ownership definition"

Amended and Restated Bylaws regulatory

"The Board also approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”)"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Restated Certificate of Incorporation regulatory

"approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

broker non-votes financial

"Broker Non-Votes 8,112,710"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

00016659181/2false00016659182026-05-152026-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

_____________________________________________________________________________________

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-37786

26-0347906

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

(847) 720-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

USFD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2026, US Foods Holding Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 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. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 14, 2026.

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, which includes, among other things, provisions setting forth the following procedural and informational requirements:

•Information required: Any special meeting request must set forth information regarding the specific purpose(s) and business proposed to be conducted at the special meeting and information regarding the requesting stockholders. Requesting stockholders must provide, among other things, the same information currently required by the Amended and Restated Bylaws’ advance notice provisions.

•Ownership threshold and “net long” elements: Requesting stockholders must demonstrate that they own at least 25% of the outstanding common stock of the Company and must maintain that position through the date of the special meeting. Ownership of the Company’s common stock will be determined based on a “net long” ownership definition (generally requiring full voting and investment rights and full economic interest with respect to the shares used to meet the ownership threshold). Requesting stockholders will not be required to own the Company’s common stock for any prescribed minimum holding period prior to making a request.

•Blackout periods and other invalidity: The secretary of the Company (the “Secretary”) will not be required to call a special meeting of stockholders if: (i) the procedures in the Amended and Restated Bylaws or in the Company’s Amended and Restated Certificate of Incorporation are not complied with; (ii) the business requested to be conducted at the special meeting is not a proper subject for stockholder action under applicable law; (iii) an identical or substantially similar item of business is to be covered at a stockholder meeting called by the Board to be held within sixty (60) days after the request is received or an identical or substantially similar item was presented at a stockholder meeting held within the one hundred and twenty (120) days prior to the receipt of notice for the requested special meeting; (iv) the request is received by the Secretary during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the date of the next annual meeting of stockholders; or (v) in certain cases, the requesting stockholders revoke their request or their stock ownership falls below the 25% ownership threshold.

•Business to be conducted: The business conducted at any special meeting requested by stockholders will be limited to the purposes stated in the request for the special meeting, but the Board may include additional matters for consideration.

The foregoing description of the Charter Amendment and the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K, and each of which is incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.

The following proposals were voted on at the Annual Meeting with the following final voting results:

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
David W. Bullock						204,953,942						455,721						80,412						8,112,710

David E. Flitman						205,346,108						78,863						65,104						8,112,710
Marla C. Gottschalk						204,793,846						585,163						111,066						8,112,710
Carl Andrew Pforzheimer						205,326,116						82,082						81,877						8,112,710
Quentin Roach						205,009,519						401,979						78,577						8,112,710
David M. Tehle						204,429,199						982,291						78,585						8,112,710
Ann E. Ziegler						204,859,691						565,888						64,496						8,112,710

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

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						—

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation
3.2						Amended and Restated Bylaws
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.

DATED: May 15, 2026						US Foods Holding Corp.
						By:			/s/ Timothy D. Johnson
									Timothy D. Johnson
									Executive Vice President, Chief Legal Officer, and Corporate Secretary

FAQ

What governance change did USFD approve regarding special stockholder meetings?

US Foods approved a charter amendment allowing stockholders owning at least 25% of outstanding common stock to call a special meeting. The right is subject to “net long” ownership, blackout periods, and procedural requirements detailed in the company’s amended and restated bylaws.

What is the 25% ownership and “net long” requirement at USFD?

To request a special meeting, US Foods stockholders must own at least 25% of outstanding common stock on a “net long” basis. This generally requires full voting and investment power plus full economic interest and must be maintained through the date of the special meeting.

How did USFD stockholders vote on executive compensation in 2026?

US Foods stockholders approved executive compensation on an advisory basis with 199,888,080 votes for, 5,361,163 against, and 240,832 abstentions. There were 8,112,710 broker non-votes, indicating broad but not unanimous support for the company’s named executive officer pay program.

Were all USFD director nominees elected at the 2026 annual meeting?

All listed US Foods director nominees were elected, each receiving over 204 million votes in favor. For example, David E. Flitman received 205,346,108 votes for and 78,863 against, with 65,104 abstentions and 8,112,710 broker non-votes recorded for that proposal.

How did USFD stockholders vote on the 25% special meeting right proposal?

Stockholders strongly supported adding the 25% special meeting right, with 205,371,228 votes for, 52,326 against, and 66,521 abstentions. There were 8,112,710 broker non-votes, indicating substantial approval for expanding stockholder ability to call special meetings under defined conditions.

Who will serve as USFD’s independent auditor for fiscal year 2026?

US Foods stockholders ratified Deloitte & Touche LLP as independent auditors for fiscal 2026. The vote totaled 210,048,265 for, 3,421,849 against, and 132,671 abstentions, confirming continued engagement of Deloitte for the company’s upcoming fiscal year audit.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 176.2 KB
• EX-3.2 EX-3.2 37.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB