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Get filing alertsUS Foods grants stockholders 25% special meeting rights in governance overhaul
Filed May 15, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Stockholders approved charter amendment allowing holders of 25%+ shares to call special meetings, effective May 14, 2026. This governance change gives large investors power to convene meetings outside the annual cycle.
Item 5.03 verify on EDGAR → -
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New bylaws require 'net long' ownership (full voting, investment, and economic rights) to request meetings, with position maintained through meeting date. No minimum holding period required.
Item 5.03 verify on EDGAR → -
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Blackout period prevents special meeting requests during 90 days before annual meeting anniversary through actual annual meeting date, protecting regular meeting cycle.
Item 5.03 verify on EDGAR → -
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All eight director nominees elected with strong support (204-205M votes each). Executive compensation approved with 97% support, Deloitte ratified as auditor with 98% approval.
Item 5.07 verify on EDGAR →
Summary
US Foods stockholders approved a significant governance change at the May 14, 2026 annual meeting, amending the company's charter to allow stockholders owning at least 25% of outstanding shares to call special meetings. The Board simultaneously updated bylaws to implement procedural requirements, including a 'net long' ownership standard and blackout periods around annual meetings.
The amendment became effective immediately upon Delaware filing. For retail investors, this change enhances stockholder rights by giving large investors a mechanism to force action between annual meetings—potentially useful if urgent matters arise or if management becomes unresponsive. The 25% threshold is relatively high, meaning only substantial institutional holders or coordinated groups could trigger meetings.
The net long requirement prevents synthetic or hedged positions from counting toward the threshold. Watch for any special meeting requests in the coming quarters, which would signal significant investor concerns. The first test of these new rights will reveal whether activist investors or institutional holders view the 25% threshold as achievable and whether management faces pressure on strategic direction.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
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At the Annual Meeting, the stockholders, upon recommendation of the board of directors of the Company (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to permit stockholders owning at least 25% of the Company’s outstanding common stock to call a special meeting of stockholders. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 14, 2026.
US Foods stockholders approved a charter amendment giving stockholders who own at least 25% of outstanding common stock the right to call special meetings. This governance change enhances stockholder rights by providing a mechanism for large stockholders to convene meetings outside the regular annual meeting schedule. The amendment was filed and became effective on May 14, 2026.
Added in current filing · verify on EDGAR →
The Board also approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), which became effective upon the effectiveness of the Charter Amendment, to adopt certain changes to implement the special meeting right
The Board amended the company's bylaws to implement procedural requirements for the new special meeting right. The amended bylaws establish information requirements, ownership thresholds, blackout periods, and business limitations for stockholder-requested special meetings. These procedures became effective simultaneously with the charter amendment on May 14, 2026.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Requesting stockholders must demonstrate that they own at least 25% of the outstanding common stock of the Company and must maintain that position through the date of the special meeting. Ownership of the Company’s common stock will be determined based on a “net long” ownership definition (generally requiring full voting and investment rights and full economic interest with respect to the shares used to meet the ownership threshold).
The bylaws require requesting stockholders to hold at least 25% ownership on a "net long" basis, meaning they must have full voting rights, investment rights, and economic interest in the shares. This ownership position must be maintained through the special meeting date. Notably, there is no minimum holding period requirement before making a request.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
US Foods held its annual shareholder meeting, electing all director nominees, approving executive compensation, ratifying auditors, and approving a charter amendment for special meeting rights.
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The proposal to approve an amendment to our certificate of incorporation to provide stockholders the right to call a special meeting at a 25% ownership threshold was approved by the following votes: For Against Abstain Broker Non-Votes 205,371,22852,32666,5218,112,710
Shareholders overwhelmingly approved (99.97% of votes cast) a charter amendment granting stockholders holding 25% or more of shares the right to call special meetings. This governance enhancement increases shareholder rights and responsiveness to investor concerns.
Show 2 minor / wording changes
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The compensation paid to the Company’s named executive officers was approved, on an advisory basis, by the following votes: For Against Abstain Broker Non-Votes 199,888,0805,361,163240,8328,112,710
Shareholders approved executive compensation on an advisory basis with approximately 97% support (199.9 million for vs 5.4 million against). This non-binding say-on-pay vote indicates strong shareholder alignment with the company's executive pay practices.
Added in current filing · verify on EDGAR →
The appointment of Deloitte & Touche LLP as independent auditors for fiscal year 2026 was ratified by the following votes: For Against Abstain Broker Non-Votes 210,048,2653,421,849132,671—
Shareholders ratified Deloitte & Touche LLP as the company's independent auditor for fiscal 2026 with 98% approval. This represents continuity in the audit relationship with no auditor change or concerns raised.
Event · Item 9.01 — Financial Statements and Exhibits
US Foods filed amended and restated certificate of incorporation and bylaws with no material business impact disclosed.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Exhibit NumberDescription 3.1 Amended and Restated Certificate of Incorporation 3.2 Amended and Restated Bylaws
The company filed amended and restated versions of its certificate of incorporation and bylaws. The 8-K does not describe what changes were made to these governing documents or their business impact.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify