UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2022, the board of directors (the “Board”) of US Foods Holding Corp. (the “Company”) announced that it has appointed two independent directors, Marla Gottschalk and Quentin Roach, to the Company’s Board, effective immediately. Ms. Gottschalk has been appointed as a member of the Board’s Nominating and Corporate Governance Committee and Mr. Roach has been appointed as a member of the Board’s Compensation Committee. In connection with such appointments, the size of the Board has increased from 10 to 12 directors.
There are no arrangements or understandings between Ms. Gottschalk or Mr. Roach and any other persons pursuant to which either Ms. Gottschalk or Mr. Roach was selected to serve as a director of the Company. Neither Ms. Gottschalk nor Mr. Roach has been a party to any transactions required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K. Ms. Gottschalk and Mr. Roach will receive compensation consistent with the Company’s compensation program for non-employee directors.
In addition, John Lederer has informed the Company that he intends to retire from the Board and will not stand for reelection at the Company’s 2022 annual meeting of shareholders (the “Annual Meeting”). His retirement will become effective as of the Annual Meeting, at which time the size of the Board will decrease from 12 to 11 directors. Mr. Lederer’s determination not to stand for reelection is not the result of any disagreement between him and the Company, its management, board of directors or any committee thereof, or any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On March 29, 2022, the Company issued a press release announcing that it has filed its preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by US Foods Holding Corp., dated March 29, 2022 |
SIGNATURE
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.
| US Foods Holding Corp. | |||
| Date: March 29, 2022 | By: | /s/ Kristin M. Coleman | |
| Name: | Kristin M. Coleman | ||
| Title: | Executive Vice President, General
Counsel and Chief Compliance Officer | ||