Current Report Filing (8-k)
November 07 2017 - 5:05PM
Edgar (US Regulatory)
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
November 2, 2017
Date of Report (Date of earliest event reported)
US FOODS
HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37786
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26-0347906
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
(Address of principal executive offices)
(847)
720-8000
(Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
November 2, 2017, the Board of Directors (the Board) of US Foods Holding Corp., a Delaware corporation (the Company), approved an amendment to the Companys Amended and Restated Bylaws (the Bylaws) to
adopt a majority voting standard for the election of directors in uncontested elections (Bylaw Amendment No. 1). In contested elections where the number of nominees exceeds the number of directors to be elected, the voting standard
will continue to be a plurality of votes cast.
Additionally, the Board approved an amendment to the Bylaws to provide that stockholders
may amend, alter or repeal the Bylaws upon the affirmative vote of a majority of the outstanding shares of common stock of the Company entitled to vote generally in the election of directors (Bylaw Amendment No. 2). The Bylaws
currently provide that stockholders can amend, alter or repeal the Bylaws only if that action is approved by the affirmative vote of at least 75% of the outstanding shares of common stock of the Company. Bylaw Amendment No. 2 will become
effective upon, and is subject to, stockholder approval of an amendment to the corresponding provision in the Companys Amended and Restated Certificate of Incorporation.
A copy of the Second Amended and Restated Bylaws reflecting Bylaw Amendment No. 1 is attached hereto as Exhibit 3.1 and is hereby
incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
2
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.
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DATED: November 7, 2017
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US Foods Holding Corp.
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By:
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/s/ Kristin M. Coleman
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Kristin M. Coleman
Executive Vice President,
General Counsel and Chief Compliance Officer
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