Independent
Tenure on this board
7.8 yrs
Meeting calendar
USFD · Annual meeting · Thursday, May 14, 2026
US Foods Holding Corp
8 nominees · 4 ballot items.
Elect eight directors; advisory approval of named executive officer compensation (Say-on-Pay); ratify Deloitte as independent auditors; approve amendment to certificate of incorporation to allow stockholders holding 25% to call special meetings.
Market cap
$21.4B
1Y TSR
+20.9%
Board grade
B
Record date
Mar 18, 2026
Filing
DEF 14A
Meeting concluded · May 14, 2026
Follow how the vote landed and what changed on US Foods Holding Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect eight director nominees to the Board to serve one-year terms.
- 2
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORAdvisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
- 4
Amend Certificate to Permit Stockholder Special Meetings at 25% Threshold
ManagementBoard: FORApprove amendment to the certificate of incorporation to allow stockholders owning at least 25% of outstanding common stock to call a special meeting, subject to procedural requirements and limitations.
More detail
This management proposal requests shareholder approval to amend the company’s certificate of incorporation to grant stockholders holding 25% of outstanding common stock the right to call a special meeting, subject to procedural requirements and blackout periods described in the proposed bylaws. Management frames the change as a response to stockholder feedback and comparative peer practice, asserting that a 25% threshold balances enabling meaningful stockholder action on urgent matters while guarding against misuse by small activist groups. The board recommends the amendment, citing shareholder outreach indicating support for a 25% threshold and noting safeguards including information requirements about requesting shareholders, a net-long ownership definition, blackout windows near annual meeting dates, and restrictions on duplicative or nonproper business. The proposal is governance-focused and non-routine; if approved it will amend charter-level rights, lowering the bar for shareholders to require a special meeting but keeping a relatively high ownership threshold, preserving board discretion over meeting logistics and permissible business. Investors evaluating the proposal should weigh the benefits of enhanced shareholder rights and responsiveness against potential costs of enabled special meetings and consider the company’s shareholder engagement record, the specific procedural hurdles included, and peer practices referenced by management.
Director elections
Nominees on the ballot8
Independent
Tenure on this board
1.5 yrs
Not independent
Tenure on this board
3.5 yrs
Also a director at
Avery Dennison Corp (AVY)
Independent
Tenure on this board
4.3 yrs
Also a director at
Ul Solutions Inc (ULS)Reynolds Consumer Products Inc (REYN)
Independent
Tenure on this board
9.5 yrs
Independent
Tenure on this board
4.3 yrs
Independent
Tenure on this board
10.1 yrs
Also a director at
National Vision Holdings Inc (EYE)
Independent
Tenure on this board
8.5 yrs
Also a director at
Reynolds Consumer Products Inc (REYN)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Boston Partners | 5.8% | 12,781,381 | $1.2B |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.5% | 12,213,414 | $1.1B |
| 3 | BlackRock, Inc. | 5.3% | 11,703,373 | $1.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 10,201,715 | $941M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 9,900,914 | $913M |
| 6 | Capital World Investors | 3.5% | 7,775,099 | $717M |
| 7 | FMR LLC | 3.4% | 7,468,612 | $689M |
| 8 | STATE STREET CORP | 3.1% | 6,876,558 | $634M |
| 9 | BlackRock, Inc. | 2.9% | 6,485,218 | $598M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.6% | 5,772,446 | $532M |
Peers
Nearest market capOther Consumer Defensive sector meetings6
Upcoming shareholder meetings at US Foods Holding Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Constellation Brands IncSTZ
Annual meeting·Jul 22, 2026·$22.7B
J M Smucker CoSJM
Annual meeting·Aug 12, 2026·$11.9B
Brown Forman CorpBF.B
Annual meeting·Jul 23, 2026·$11.7B
Albertsons Companies IncACI
Annual meeting·Aug 6, 2026·$7.5B
Elf Beauty IncELF
Annual meeting·Aug 20, 2026·$4.4B
Spectrum Brands Holdings IncSPB
Annual meeting·Aug 5, 2026·$2.1B
Reference
Frequently asked questions
- When is the US Foods Holding Corp 2026 annual meeting?
- US Foods Holding Corp (USFD) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.
- What is the record date for the US Foods Holding Corp 2026 meeting?
- The record date for the US Foods Holding Corp 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for US Foods Holding Corp's 2026 meeting?
- The board is presenting 8 director nominees at the US Foods Holding Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the US Foods Holding Corp 2026 meeting?
- Shareholders will vote on 4 proposals at the US Foods Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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