UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2018
US FOODS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-37786 | 26-0347906 | ||
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 11, 2018, the Board of Directors (the “Board”) of US Foods Holding Corp. (the “Company”) elected Cheryl A. Bachelder to the Board, effective October 1, 2018. Ms. Bachelder will serve as a Class II director, with a term expiring at the Company’s 2021 annual meeting of stockholders, and a member of the Nominating and Corporate Governance Committee of the Board.
As anon-employee director, Ms. Bachelder will receive an annual cash retainer of $100,000, paid quarterly in arrears, and an annual restricted stock unit grant of $100,000, vesting into shares of the Company’s common stock ratably on an annual basis over a three-year period.
A copy of the press release issued by the Company announcing the election of the new director is furnished as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit | Description | |
99.1 | Press Release of US Foods Holding Corp., dated September 13, 2018. |
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.
Date: September 13, 2018 | US Foods Holding Corp. | |||||
By: | /s/ Kristin M. Coleman | |||||
Executive Vice President, General Counsel and Chief Compliance Officer |