UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 4, 2018

Date of Report (Date of earliest event reported)

US FOODS HOLDING CORP.

(Exact name of registrant as specified in its charter)

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(Address of principal executive offices)

(847) 720-8000

(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:

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. ☐

On May 4, 2018, at the annual meeting (“Annual Meeting”) of the stockholders of US Foods Holding Corp. (the “Company”), the Company’s stockholders approved an amendment to the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board of Directors of the Company, subject to stockholder approval.  As further amended, the number of shares of the Company’s common stock available for issuance under the ESPP has been increased from 1,250,000 to 4,750,000 shares.  

A copy of the ESPP, as so amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 4, 2018, the Company held its Annual Meeting.  The matters submitted to the Company’s stockholders at the Annual Meeting and the voting results are as follows:

Proposal 1: Election of Directors

Stockholders elected all Class II director nominees to hold office for terms expiring at the Company’s 2021 annual meeting of stockholders and until their successors are duly elected and qualified.

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, as disclosed in the Company’s proxy statement.

Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan

Stockholders approved an amendment to the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan to increase the number of shares available for issuance.

Proposal 4: Adoption of Restated Certificate of Incorporation

Stockholders adopted the further amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting and the references to the Company’s former private equity sponsors.

Proposal 5: 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 2018 fiscal year.

Item 9.01.Financial Statements and Exhibits

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.