US Foods (USFD) Proxy filing summary

Executive summary

• Achieved strong first year of the 2025-2027 long-range plan, with net sales up 4.1% to $39.4B and Adjusted EBITDA up 11% to $1.932B over 2024.

• Focused on four strategic pillars: Culture, Service, Growth, and Profit, with notable improvements in workplace safety, digital solutions, and operational efficiency.

• Maintained disciplined capital deployment, ending 2025 with net leverage at 2.7x, investing $410M in capital expenditures, repurchasing $930M in shares, and completing two tuck-in acquisitions.

• Board and management engaged extensively with shareholders, incorporating feedback into governance and sustainability priorities.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, advisory approval of executive compensation (Say-on-Pay), ratification of Deloitte as auditor, and an amendment to allow shareholders with 25% ownership to call special meetings.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; all committees are fully independent.

• Board diversity: 38% female, 13% persons of color; average tenure is five years.

• Annual election of directors, majority vote standard, and robust self-evaluation and refreshment processes.

• Recent governance enhancements include declassification of the board, elimination of supermajority standards, and expanded committee charters for sustainability and human capital oversight.