01—Abstract
Summary
Summary of the 8-K filed January 10, 2025. Cited figures are marked; the original filing is the authoritative source.
US Foods Holding Corp. (USFD) filed a Form 8-K on January 10, 2025 under Item 5.02 to report a board change.
On January 7, 2025, the Board of Directors increased its size to nine directors and appointed David W. Bullock as a director, also assigning him to the Nominating and Corporate Governance Committee. The Board has determined that Mr. Bullock is independent under New York Stock Exchange requirements, and the filing states there are no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K.
The filing states that Mr. Bullock will receive compensation for Board service commensurate with the Company's other non-employee directors. His background, as described in the filing, includes serving as Chief Financial Officer of Pinnacle Agriculture Holdings LLC until his retirement in 2017, Chairman of the Board of BMC Stock Holdings from 2015 until May 2020, and prior CFO roles at Graham Packaging Company Inc. and UAP Holding Corporation. He is 60 years old and holds a B.S. in Electrical Engineering from Lehigh University and an M.B.A. from Cornell University.
For investors, this filing reflects a governance update rather than a financial or operational disclosure. The filing contains no financial results, guidance, or transaction details beyond the director appointment and the expanded board size.
02—Key points
Key Highlights
- On January 7, 2025, the Board increased its size to nine directors and appointed David W. Bullock to fill the new seat.
- Mr. Bullock was appointed to the Nominating and Corporate Governance Committee.
- The Board determined that Mr. Bullock is independent under New York Stock Exchange requirements.
- The filing states there are no related-person transactions involving Mr. Bullock requiring disclosure under Item 404(a) of Regulation S-K.
- Mr. Bullock will receive compensation for Board service commensurate with other non-employee directors.
- Mr. Bullock previously served as CFO of Pinnacle Agriculture Holdings LLC (retired 2017) and as Chairman of the Board of BMC Stock Holdings (2015 to May 2020).
03—Questions
Frequently Asked Questions
Who was appointed to the US Foods board?
The Board appointed David W. Bullock, age 60, as a director effective with the January 7, 2025 action. He also joined the Nominating and Corporate Governance Committee.
Is the new director considered independent?
Yes. The Board has determined that Mr. Bullock is independent and meets the applicable New York Stock Exchange independence requirements.
What is Mr. Bullock's relevant business experience?
The filing states he was CFO of Pinnacle Agriculture Holdings LLC from 2015 until his retirement in 2017, Chairman of the Board of BMC Stock Holdings from 2015 until May 2020 and a director until its January 2021 merger with Builders FirstSource, Inc., and CFO of Graham Packaging Company Inc. from 2009 until its sale in 2011. He also served as COO, EVP and CFO of UAP Holding Corporation from 2002 to 2008.
How will the new director be compensated?
The filing states Mr. Bullock will receive compensation for Board service commensurate with the Company's other non-employee directors. No specific amounts are disclosed in the filing.
Did the board change involve any related-person transactions?
The filing states there are no transactions in which Mr. Bullock had or will have an interest that would require disclosure under Item 404(a) of Regulation S-K.
04—Continue