01—Abstract
Summary
Summary of the 8-K filed May 23, 2025. Cited figures are marked; the original filing is the authoritative source.
US Foods Holding Corp. held its 2025 annual meeting of stockholders on May 22, 2025, with 219,917,528 shares represented in person or by proxy, out of 230,517,399 shares of common stock outstanding and entitled to vote as of the March 25, 2025 record date, establishing a quorum.
Stockholders elected all eight nominees to serve until the 2025 annual meeting of stockholders, with each nominee receiving substantially more For votes than Against votes and abstentions. Cheryl A. Bachelder received 210,047,565 For votes against 1,573,393 Against votes, and Ann E.
Ziegler received 204,658,867 For votes against 6,962,231 Against votes. Stockholders also approved, on a non-binding advisory basis, the named executive officer compensation proposal, with 202,729,237 votes For, 8,658,004 Against, and 366,278 Abstain. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified with 218,262,362 votes For, 1,454,227 Against, and 200,939 Abstain.
A non-binding stockholder proposal to adopt a right to call a special stockholder meeting at a 15%a aggregate ownership threshold was approved on an advisory basis, with 181,258,152 votes For, 21,670,115 Against, and 8,825,052 Abstain. Broker non-votes of 8,164,009 were recorded on the director, compensation, and proposal matters where applicable.
02—Key points
Key Highlights
- Annual meeting held May 22, 2025, with a quorum present: 219,917,528 of 230,517,399 eligible shares represented
- All eight director nominees were elected, with Cheryl A. Bachelder and Ann E. Ziegler receiving the most Against votes among nominees at 1,573,393 and 6,962,231, respectively
- Non-binding say-on-pay proposal approved with 202,729,237 For votes versus 8,658,004 Against
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year 2025 with 218,262,362 For votes versus 1,454,227 Against
- Non-binding stockholder proposal to adopt a right to call a special stockholder meeting at a 15% aggregate ownership threshold was approved on an advisory basis with 181,258,152 For votes versus 21,670,115 Against
- Broker non-votes totaled 8,164,009 across the matters on which they were recorded
03—Questions
Frequently Asked Questions
Did stockholders approve the election of the board's nominees?
Yes. All eight nominees (Cheryl A. Bachelder, David W. Bullock, David E. Flitman, Marla Gottschalk, Carl Andrew Pforzheimer, Quentin Roach, David M. Tehle, and Ann E. Ziegler) were elected to serve until the 2025 annual meeting of stockholders, each receiving more For than Against votes.
How did stockholders vote on executive compensation?
The named executive officer compensation proposal was approved on a non-binding advisory basis, with 202,729,237 votes For, 8,658,004 Against, 366,278 Abstain, and 8,164,009 broker non-votes.
Was the auditor appointment approved?
Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025, with 218,262,362 For, 1,454,227 Against, and 200,939 Abstain votes.
What was the outcome of the stockholder proposal on calling special meetings?
The non-binding stockholder proposal to adopt a right to call a special stockholder meeting at a 15% aggregate ownership threshold was approved on an advisory basis, with 181,258,152 For, 21,670,115 Against, and 8,825,052 Abstain votes.
04—Continue