US FOODS HOLDING CORP. (NYSE:USFD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On November2, 2017, the Board of Directors (the “Board”) of US Foods Holding Corp., a Delaware corporation (the “Company”), approved an amendment to the Company’s 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 Company’s 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 5.03. | Financial Statements and Exhibits. |
(d) Exhibits
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US Foods Holding Corp. ExhibitEX-3.1 2 d484567dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 US FOODS HOLDING CORP. SECOND AMENDED AND RESTATED BYLAWS Effective as of November 2,…To view the full exhibit click here
About US FOODS HOLDING CORP. (NYSE:USFD)
US Foods Holding Corp. is a holding company. The Company is a foodservice distributor in the United States. It conducts all of its operations through its subsidiary, US Foods, Inc. It markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. It offers products, such as Chef’s Line Pat LaFrieda Angus Beef Burger, which is a beef patty developed by New York butcher Pat LaFrieda, and features Angus short rib and chuck prepared with LaFrieda’s chopped technology; Chef’s Line All Natural Ready-to-Cook Turkey Roast, which is a natural turkey breast developed with Butterball and DuPont Film, and Monarch Mirepoix Blend, which is a blend of onions, carrots and celery. As of October 1, 2016, it provided over 400,000 fresh, frozen, and dry food stock-keeping units, as well as non-food items, sourced from over 5,000 suppliers. The Company offers its customers with a suite of e-commerce, technology and business solutions.