0001665918false00016659182026-11-122026-11-1200016659182026-05-282026-05-2800016659182026-05-142026-05-14
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): November 12, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On November 12, 2026, the Board of Directors (the “Board”) of US Foods Holding Corp. (the “Company”) increased the size of the Board to nine directors and appointed Lisa M. Lambert to the Board, effective immediately.
The Board has determined that Ms. Lambert is independent under the rules of the New York Stock Exchange, the regulations of the U.S. Securities and Exchange Commission and the Company’s Corporate Governance Guidelines. As of the date of this Current Report on Form 8-K, the Board has not yet named Ms. Lambert to a committee of the Board. There is no arrangement or understanding between Ms. Lambert and any other person pursuant to which Ms. Lambert was elected as a director. There are no transactions in which Ms. Lambert had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Ms. Lambert will receive compensation for Board service commensurate with the Company’s other non-employee directors (including a prorated annual equity grant for 2026 in connection with her appointment), which compensation is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026.
| | | | | |
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release, which includes certain biographical information of Ms. Lambert, is furnished as Exhibit 99.1 and incorporated herein by reference. The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| | | | | |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | | | | | | | |
Exhibit Number | | Description |
| |
| 10.1 | | Press Release, dated November 12, 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: November 12, 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 APPOINTMENT OF LISA M. LAMBERT TO BOARD OF DIRECTORS
Appointment Enhances Board Governance of Company’s Technology Strategy and Execution, Including Transformative AI Initiatives
ROSEMONT, Ill. — Nov. 12, 2026 — US Foods Holding Corp. (NYSE: USFD), one of America’s largest foodservice distributors, announced today that Lisa M. Lambert has been appointed to the Board of Directors, effective Nov. 12, 2026.
“Lisa brings deep expertise in large-scale technology strategy and execution, digital solutions, transformative AI and cybersecurity,” said Dave Flitman, Chair of the Board and CEO of US Foods. “Her track record of delivering strategic value in technology advancements will help accelerate our industry-leading technology roadmap aimed at deepening our differentiation, driving volume growth and improving our supply chain productivity. We look forward to the many benefits her insights and experience will provide to US Foods.”
Lambert currently serves as the Founder and Chief Executive Officer of Whitestone Investors III, LLC, a venture capital firm dedicated to fueling the growth of technology startups. Prior to this, she was the Chief Investment Officer, Private Markets, for George Kaiser Family Foundation from 2023–2025, overseeing private investment portfolios and leading software and AI investments in the enterprise, consumer, energy and mobility sectors. From 2018–2023, she served as Chief Technology and Innovation Officer at the multinational electricity and gas utility company, National Grid plc, where she was responsible for deploying large-scale operations technology across a complex industrial utility with significant consumer-facing operations.
Currently, Lambert is a director at Lucid Group, Inc. She also serves as the Founder, Chief Executive Officer and Chair of UPWARD, a global nonprofit network advancing the careers of executive women.
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.
###