US Foods (USFD) Proxy filing summary

Executive summary

• Achieved strong results in the 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, despite a softer economic environment.

• 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.

• Engaged with shareholders throughout the year, incorporating feedback into governance, sustainability, and compensation practices.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Approval of an amendment to the certificate of incorporation to allow stockholders with 25% ownership to call a special meeting.

Board of directors and corporate governance

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

• Regular board refreshment, with four new directors added in the past four years.

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

• Board and committees oversee strategy, risk, cybersecurity, sustainability, and succession planning.