UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37786 |
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26-0347906 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
9399 W. Higgins Road, Suite 500
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company 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 5.07Submission of Matters to a Vote of Security Holders
On May 10, 2017, US Foods Holding Corp. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”).
The matters submitted to stockholders at the Annual Meeting and the voting results are as follows:
Proposal 1: Election of Directors
Stockholders elected all Class I director nominees to hold office for terms expiring at the 2020 annual meeting of stockholders and until their successors are duly elected and qualified.
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Mr. Court Carruthers |
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181,557,283 |
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19,181,196 |
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3,829,944 |
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Mr. Kenneth A. Giuriceo |
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161,205,543 |
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39,532,936 |
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3,829,944 |
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Mr. David M. Tehle |
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181,792,744 |
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18,945,735 |
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3,829,944 |
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Proposal 2: Advisory Vote on Executive Compensation
Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
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167,623,002 |
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33,082,021 |
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33,456 |
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3,829,944 |
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Proposal 3: Frequency of Advisory Votes on Executive Compensation
Stockholders voted to hold an advisory vote every year on the compensation paid to the Company’s named executive officers. In light of the vote, the Company has determined that it will include an advisory stockholder vote on the compensation paid to its named executive officers in its proxy materials every year until the next required frequency vote.
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One Year |
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Two Years |
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Three Years |
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Abstained |
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Broker Non-Votes |
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198,143,921 |
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23,357 |
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2,556,181 |
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15,020 |
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3,829,944 |
Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2017 fiscal year.
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For |
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Against |
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Abstained |
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Broker Non-Votes |
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204,104,805 |
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450,242 |
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13,376 |
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0 |
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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.
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DATED: May 15, 2017 |
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US Foods Holding Corp. |
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By: |
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/s/ Kristin M. Coleman |
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Kristin M. Coleman Executive Vice President, General Counsel and Chief Compliance Officer |
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