01—Abstract
Summary
Summary of the 8-K filed May 17, 2024. Cited figures are marked; the original filing is the authoritative source.
On May 15, 2024, US Foods Holding Corp. held its annual meeting of stockholders, where shareholders approved an amendment to the Amended and Restated Employee Stock Purchase Plan (ESPP) that increases the number of shares of common stock available for issuance under the plan from 4,750,000 to 8,250,000 shares.
The amended ESPP is incorporated by reference as Exhibit 10.1 to this report, and the plan itself was described in the Definitive Proxy Statement on Schedule 14A filed April 2, 2024. At the meeting, stockholders elected all nine director nominees to one-year terms expiring at the 2025 annual meeting. Each nominee received substantially more votes for than against, with Cheryl A.
Bachelder receiving 220,803,305 votes for and 4,538,953 against, and Ann E. Ziegler receiving 222,681,616 for and 2,652,533 against. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers (212,138,410 for, 13,114,551 against, 221,555 abstain), and ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024 (232,756,312 for, 1,035,834 against, 204,969 abstain).
For investors, the filing is primarily a record of routine annual meeting results. The most substantive change is the expansion of the ESPP share reserve, which increases the pool available for employee share purchases. The filing does not report financial results, guidance, or other operating information.
02—Key points
Key Highlights
- Stockholders approved an amendment increasing shares available under the Employee Stock Purchase Plan from 4,750,000 to 8,250,000 shares.
- All nine director nominees were elected to one-year terms expiring at the 2025 annual meeting.
- Cheryl A. Bachelder received the most votes against any nominee, with 4,538,953 against votes, though she still received 220,803,305 votes for.
- Stockholders approved the non-binding advisory vote on named executive officer compensation, with 212,138,410 votes for and 13,114,551 against.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024, with 232,756,312 votes for.
- The amended ESPP is filed as Exhibit 10.1 and was previously described in the Definitive Proxy Statement filed April 2, 2024.
03—Questions
Frequently Asked Questions
What changed in the Employee Stock Purchase Plan?
Stockholders approved an amendment, previously approved by the Board subject to stockholder approval, that increases the number of shares of common stock available for issuance under the ESPP from 4,750,000 to 8,250,000 shares.
Were all director nominees elected?
Yes. All nine nominees were elected to one-year terms expiring at the Company's 2025 annual meeting of stockholders and until their successors are duly elected and qualified.
How did stockholders vote on executive compensation?
Stockholders approved, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the Proxy Statement. The vote was 212,138,410 for, 13,114,551 against, and 221,555 abstaining, with 8,522,599 broker non-votes.
Which accounting firm was ratified for fiscal 2024?
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024, with 232,756,312 votes for, 1,035,834 against, and 204,969 abstaining.
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