01—Abstract
Summary
Summary of the 8-K filed May 15, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 14, 2026, US Foods Holding Corp. held its 2026 Annual Meeting of Stockholders.
Stockholders approved an amendment to the Company's Restated Certificate of Incorporation that lets stockholders owning at least 25%a of the outstanding common stock call a special meeting. The Charter Amendment became effective upon filing with the Delaware Secretary of State on May 14, 2026. The Board also adopted Amended and Restated Bylaws, effective upon the Charter Amendment's effectiveness, that set procedural and informational requirements for special meeting requests, including a "net long" ownership definition, a requirement to maintain the 25% position through the meeting date, and several grounds on which the Secretary is not required to call a meeting.
At the meeting, all eight director nominees were elected: Cheryl A. Bachelder, David W. Bullock, David E.
Flitman, Marla C. Gottschalk, Carl Andrew Pforzheimer, Quentin Roach, David M. Tehle, and Ann E.
Ziegler. Stockholders approved the named executive officer compensation on an advisory basis, with 199,888,080 votes for and 5,361,163 against. Stockholders also ratified Deloitte & Touche LLP as independent auditors for fiscal year 2026, with 210,048,265 votes for and 3,421,849 against.
The filing reports the final vote on the special meeting proposal (Proposal No. 4) as 205,371,228 for, 52,326 against, and 66,521 abstaining. The filing lists the Amended and Restated Certificate of Incorporation (Exhibit 3.1), the Amended and Restated Bylaws (Exhibit 3.2), and the cover page interactive data file (Exhibit 104).
02—Key points
Key Highlights
- Stockholders approved a charter amendment allowing holders of at least 25% of outstanding common stock to call a special meeting, effective May 14, 2026 upon filing in Delaware.
- The Board adopted Amended and Restated Bylaws, effective with the Charter Amendment, setting information requirements for special meeting requests, including the requesting stockholders' information and the business to be proposed.
- Requesting stockholders must hold at least 25% on a "net long" basis through the special meeting date, and no minimum holding period applies before making a request.
- The Secretary is not required to call a special meeting in specified cases, including requests received within the 90 days before the first anniversary of the prior annual meeting and cases where an identical or substantially similar item is covered at a Board-called meeting within 60 days.
- All eight director nominees were elected at the 2026 Annual Meeting.
- Stockholders approved the named executive officer compensation on an advisory basis, with 199,888,080 votes for and 5,361,163 against.
- Stockholders ratified Deloitte & Touche LLP as independent auditors for fiscal year 2026, with 210,048,265 votes for and 3,421,849 against.
03—Questions
Frequently Asked Questions
What change did stockholders approve regarding special meetings?
Stockholders approved an amendment to the Restated Certificate of Incorporation permitting stockholders owning at least 25% of the outstanding common stock to call a special meeting of stockholders. The amendment became effective upon filing with the Delaware Secretary of State on May 14, 2026.
What requirements must stockholders meet to request a special meeting?
Requests must include the purpose and proposed business for the meeting and information about the requesting stockholders, including the information required under the advance notice provisions. Requesting stockholders must own at least 25% of outstanding common stock on a "net long" basis and maintain that position through the meeting date. No minimum holding period is required before making a request.
When is the Company not required to call a special meeting?
The Secretary is not required to call a meeting if the procedures are not followed, the requested business is not a proper subject for stockholder action, a substantially similar item is covered at a Board-called meeting within 60 days or was presented at a meeting within the prior 120 days, the request is received during the 90 days before the first anniversary of the prior annual meeting through the next annual meeting, or, in certain cases, the requesting stockholders revoke the request or fall below the 25% threshold.
Did stockholders re-elect the Board and approve the auditors?
Yes. All eight director nominees listed in the proxy statement were elected. Stockholders also ratified Deloitte & Touche LLP as independent auditors for fiscal year 2026, with 210,048,265 votes for, 3,421,849 against, and 132,671 abstaining.
04—Continue