US Foods (NYSE: USFD) combines CEO and Chair roles in board shake-up
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
US Foods Holding Corp. announced a Board leadership transition. Chief Executive Officer Dave Flitman has assumed the additional role of Chair of the Board, combining day-to-day management with Board leadership. Former Chair David Tehle remains on the Board and has been elected Lead Independent Director, maintaining a strong independent oversight role.
The company highlights Flitman’s track record over the past three and a half years, citing improvements in safety performance, market share, supply chain productivity, customer service and earnings per share growth. US Foods continues to position its governance structure to support long-term strategic direction and shareholder interests.
Positive
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Negative
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Customer locations served: approximately 250,000 locations
Broadline locations: more than 70 locations
Cash and carry stores: more than 90 stores
+2 more
5 metrics
Customer locations served
approximately 250,000 locations
Company footprint in the United States
Broadline locations
more than 70 locations
Distribution network scale
Cash and carry stores
more than 90 stores
Retail presence
Associates
30,000 associates
Company workforce size
CEO tenure reference
three and a half years
Period of cited performance improvements under Dave Flitman
Key Terms
Lead Independent Director, corporate governance, earnings per share growth, forward-looking statements, +1 more
5 terms
Lead Independent Director financial
"David Tehle, currently Chair, transitioned to the role of Lead Independent Director of the Board."
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
corporate governance financial
"continue the Board’s independent oversight role, strong corporate governance practices, and commitment to acting in the best interests of shareholders."
Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"within the meaning of the Private Securities Litigation Reform Act of 1995."
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
_____________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
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 8.01 Other Events.
On May 14, 2026, the Board of Directors (the “Board”) of US Foods Holding Corp. (the “Company”) appointed David E. Flitman, the Company’s Chief Executive Officer and a member of the Board, as the Chair of the Board. Mr. David M. Tehle, the previous Chair of the Board, will remain on the Board and has been elected as the Lead Independent Director.
A copy of the press release regarding Mr. Flitman’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | Press Release, dated May 14, 2026 | |||||||
| 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 14, 2026 | US Foods Holding Corp. | ||||||||||
| By: | /s/ Timothy D. Johnson | ||||||||||
| Timothy D. Johnson | |||||||||||
| Executive Vice President, Chief Legal Officer, and Corporate Secretary | |||||||||||
Exhibit 99.1
INVESTOR CONTACT: | MEDIA CONTACT: | ||||
Mike Neese | Sara Matheu | ||||
(847) 232-5894 | (773) 580-3775 | ||||
Michael.Neese@usfoods.com | Sara.Matheu@usfoods.com | ||||
US Foods Announces Board Leadership Transition
Chief Executive Officer Dave Flitman Named Chair of the Board
David Tehle to Transition to Lead Independent Director of the Board
ROSEMONT, Ill. (BUSINESS WIRE) May 14, 2026 – US Foods Holding Corp. (NYSE: USFD), one of the largest foodservice distributors in the United States, today announced that its Board of Directors has approved a Board leadership transition. Effective today, Dave Flitman, currently Chief Executive Officer assumed the additional role of Chair of the Board. David Tehle, currently Chair, transitioned to the role of Lead Independent Director of the Board.
As Chair of the Board and CEO, Dave Flitman will continue to lead the company’s day-to-day operations, while working closely with the Board to guide the company’s long-term strategic direction. As Lead Independent Director, David Tehle will retain significant responsibilities, working alongside the Chair and the full Board to continue the Board’s independent oversight role, strong corporate governance practices, and commitment to acting in the best interests of shareholders.
“The Board believes that combining the strategic oversight of the Board with the day-to-day management of the company will accelerate US Foods long-term growth potential,” said David Tehle, Lead Independent Director. Tehle continued, “Dave Flitman is a proven operator with deep foodservice experience. Under his strong leadership over the last three and a half years, US Foods has seen significant improvement in safety performance, share gains, supply chain productivity and customer service levels, while delivering industry-leading earnings per share growth. At the center of these improvements has been a relentless focus on our customers and helping them Make It. I have great confidence in Dave’s ability to continue guiding the team to deliver long-term shareholder value, and I look forward to continuing to support the Board and leadership team as US Foods builds on its strong momentum.”
“I am honored and grateful for the Board’s confidence and look forward to our continued collaboration as we deliver value for our customers and shareholders, drive consistent share gains across our target customer types and continue to advance operational excellence and productivity throughout the business,” said Dave Flitman, Chair of the Board and CEO of US Foods. “I want to thank David Tehle for his strong partnership as Chair of the Board, and I appreciate his continued support as he transitions to Lead Independent Director.”
About US Foods
With a promise to help its customers Make It, US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 250,000 customer locations to help their businesses succeed. With more than 70 broadline locations and more than 90 cash and carry stores, US Foods and its 30,000 associates provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. US Foods is headquartered in Rosemont, Ill. Visit www.usfoods.com to learn more.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements about future results of operations and other statements which are not purely historical facts or that necessarily depend upon future events. These statements often include words such as “believe,” “target,” “seek,” “will,” “may,” or similar expressions (although not all forward-looking statements may contain such words). These statements are not guarantees of future performance or results and are subject to risks, uncertainties and other important factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed in the forward-looking statements. More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are based on information available to us on the date hereof. For these statements, the Company claims the protection of the safe harbor for forward-looking statements in the Private Securities Litigation Reform Act. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, the Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement.
FAQ
What Board leadership changes did US Foods (USFD) announce?
US Foods combined its CEO and Chair roles, appointing Dave Flitman as Chair of the Board while he remains CEO. Former Chair David Tehle shifted to Lead Independent Director, preserving independent Board oversight and governance responsibilities.
Who is the new Chair of the Board at US Foods (USFD)?
Dave Flitman, already serving as Chief Executive Officer, was named Chair of the Board. He now leads daily operations and works closely with the Board to guide US Foods’ long-term strategic direction and shareholder value focus.
What role will former Chair David Tehle have at US Foods (USFD)?
David Tehle remains on the Board as Lead Independent Director. In this role, he works alongside the Chair and full Board to support independent oversight, corporate governance practices, and actions taken in the interests of shareholders.
Why does US Foods (USFD) say it combined the CEO and Chair roles?
US Foods’ Board stated that uniting the Board’s strategic oversight with day-to-day management is expected to accelerate the company’s long-term growth potential. The structure is meant to build on recent operational improvements and earnings per share growth.
What performance improvements does US Foods (USFD) attribute to Dave Flitman’s leadership?
Under Dave Flitman’s leadership over three and a half years, US Foods cites better safety performance, market share gains, higher supply chain productivity, improved customer service levels and industry-leading earnings per share growth as key achievements.
How large is US Foods’ business footprint in the United States?
US Foods partners with approximately 250,000 customer locations across the United States. It operates more than 70 broadline locations and over 90 cash and carry stores, supported by about 30,000 associates delivering products and business solutions.