8-K

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

July 15, 2015 (July 9, 2015)

Date of Report (Date of earliest event reported)

US FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-185732	36-3642294
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2015, US Foods, Inc. (the “Company”) announced that its President and Chief Executive Officer, John A. Lederer, would step down from that role effective July 10, 2015. Mr. Lederer will continue to serve as an advisor to the Company and a member of the Board of Directors of USF Holding Corp. (“USF Holding”), the parent corporation of the Company.

On July 9, 2015, the Company announced that, effective July 13, 2015, Pietro Satriano, previously the Company’s Chief Merchandising Officer, will be promoted to be the Company’s President and Chief Executive Officer and elected to the board of directors of the Company (replacing Mr. Lederer). Mr. Satriano, age 52, had served as the Company’s Chief Merchandising Officer since February 2011. Prior to joining the Company, Mr. Satriano was president of LoyaltyOne from 2009 to 2011. Previously, he was executive vice president of Loblaw Brands at Loblaw Companies where he was responsible for its complete range of private brands.

In connection with his promotion, Mr. Satriano’s annual base salary will be $900,000. Mr. Satriano will remain eligible to participate in the Company’s benefit plans currently available to executive officers, including the Company’s annual incentive plan (with a target payout of 125% of his annual base salary) and the Company’s long term compensation program (with a targeted annual equity grant value anticipated to be $3,000,000). Mr. Satriano will also receive a one-time grant of stock options covering 300,000 shares of USF Holding (with an exercise price per share equal to the fair market value of a share on the date of grant and which vest over four years). In addition, Mr. Satriano will have a one time opportunity to make an incremental investment in shares of USF Holding. His severance arrangements will be extended to 24 months in the event of voluntary termination for good reasons or involuntary termination without cause.

Like other directors of US Foods, Inc., Mr. Satriano will not receive any additional remuneration for serving as a director of the Company.

Item 7.01 Regulation FD Disclosure

A copy of the press release issued by the Company announcing the management changes described in Item 5.02 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information is furnished pursuant to Item 7.01 of Form 8-K. The information in this Item 7.01 and in Exhibit 99.1 hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

The furnishing of the information in Item 7.01 is not intended to, and does not constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
99.1	US Foods, Inc. Press Release dated July 9, 2015.

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.

DATED: July 15, 2015	US Foods, Inc.
		By:	/s/ Juliette Pryor
			Juliette Pryor
			Executive Vice President, General Counsel and Chief Compliance Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	US Foods, Inc. Press Release dated July 9, 2015.

EX-99.1

Exhibit 99.1

CONTACT:
Michelle Calcagni	Lisa Lecas
(847) 720-1652	(847) 720-8243
michelle.calcagni@usfoods.com lisa.lecas@usfoods.com

US FOODS NAMES PIETRO SATRIANO AS NEW PRESIDENT AND CEO

ROSEMONT, Ill., July 9, 2015 – US Foods today named Pietro Satriano its next President and Chief Executive Officer, effective Monday, July 13, 2015. Satriano previously held the role of Chief Merchandising Officer. John Lederer, the company’s current President and CEO, will continue as an advisor to US Foods and its Board of Directors.

“Pietro is a proven leader whose business experience and strategic vision will be perfect for this next phase of US Foods’ evolution,” commented Ed Liddy, chairman of the US Foods Board of Directors. “We want to thank John for guiding the company through its incredible transformation over the past five years. His passion and dedication have been the driving force in setting the company on its path of becoming a truly great American food company that is perfectly positioned for growth.”

“It has been a remarkable ride at US Foods and I’m grateful to have led such a talented group of employees,” said John Lederer, president and CEO, US Foods. “I can say without a doubt that Pietro is absolutely the right person to take this company forward.”

“I am not aware of a company that is more enthusiastic and passionate about serving its customers across America, and I’m honored to be chosen as its new leader,” Satriano said. “Our focus on bringing innovation and differentiation to the foodservice marketplace has given us tremendous momentum. I look forward to working with the senior leadership and all of our employees across the organization to fully realize the potential of our Food. Food People. Easy. strategy.”

Prior to joining US Foods in 2011, Satriano was president of LoyaltyOne Canada, the company behind AirMiles, Canada’s largest

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consumer loyalty reward program in which two thirds of households are active. Previously, he was executive vice president of Loblaw Brands at Loblaw Companies where he was responsible for its complete range of private brands.

Discover innovative US Foods products and business solutions at www.usfoods.com. Friend us on Facebook, follow us on Twitter and watch our chefs in action on YouTube.

About US Foods

As one of America’s great food companies and leading distributors, US Foods is Keeping Kitchens Cooking™ and making life easier for customers, including independent and multi-unit restaurants, healthcare and hospitality entities, government and educational institutions. With approximately $22 billion in annual revenue, the company offers more than 350,000 products, including high-quality, exclusive brands such as the innovative Chef’s Line®, a time-saving, chef-inspired line of scratch-quality products, and Rykoff Sexton®, a premium line of specialty ingredients sourced from around the world. The company proudly employs approximately 25,000 people in more than 60 locations nationwide. US Foods is headquartered in Rosemont, Ill., and jointly owned by affiliates of Clayton, Dubilier & Rice LLC and Kohlberg Kravis Roberts & Co. L.P. Discover more at www.usfoods.com.

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