US Foods (USFD) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors is proposed, with all nominees recommended for approval by the board.

• Advisory vote on executive compensation (say-on-pay) is included for shareholder approval.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 is up for vote.

• Proposal to amend the certificate of incorporation to allow stockholders with 25% ownership to call a special meeting.

• Other business may be addressed as appropriate during the meeting or any adjournment.

Board of directors and corporate governance

• Eight director nominees are listed for election at the annual meeting.

• The board recommends voting in favor of all director nominees.

Executive compensation and say-on-pay

• Advisory approval of named executive officer compensation is presented as a voting item.