Rosemont, Illinois-based U.S. Foods Holding Corp. has filed its preliminary proxy materials with the securities and exchange commission in connection with its upcoming 2022 annual meeting of shareholders.
In connection with the filing of the preliminary proxy materials, the board disclosed its slate of director candidates for the 2022 annual meeting, which includes two new independent director candidates, Marla Gottschalk and Quentin Roach, who have been appointed to the board, effective immediately:
- Gottschalk is an executive with more than 25 years of experience in consumer products. She recently served as CEO of The Pampered Chef, a direct seller of kitchen and entertaining products, from 2006 to 2013 and as president and COO from 2003 to 2006. Prior to The Pampered Chef, Gottschalk served in a variety of senior roles at Kraft Foods, including as SVP of financial planning and investor relations, EVP and general manager of the Post Cereal division and VP of marketing and strategy of the Kraft Cheese Division.
- Roach has served as SVP and chief procurement officer at Mondelez International since 2020 and brings more than two decades of global supply chain leadership experience. Prior to Mondelez, Roach served as the chief procurement officer and SVP of global supplier management and workplace enterprise services at Merck and Co. Inc. and as the SVP and chief procurement officer at Bristol Myers Squibb.
As part of the board’s refreshment process, John Lederer, U.S. Foods’ former CEO and a director since 2010, will not stand for re-election at the 2022 annual meeting. The size of the board has been temporarily increased from 10 to 12 directors, effective immediately, and will revert to 11 directors, effective following the 2022 annual meeting.
“U.S. Foods has demonstrated a consistent openness to change, substantially enhancing the composition and structure of our board over the last several years to best support our efforts to create value for shareholders,” said Robert M. Dutkowsky, chairman of the U.S. Foods Board. “We have made every effort to work with Sachem Head to avoid a disruptive and unnecessary proxy fight, but Sachem Head has not engaged constructively. We believe that our board, including the new additions announced today, collectively possess the right combination of relevant industry experience, expertise and fresh perspectives to oversee our management team’s execution of the company’s strategy, which we are confident will deliver significant value to all shareholders.”
Longstanding and ongoing commitment to governance best practices
U.S. Foods’ director nominees for the annual meeting include individuals with expertise in the foodservice and restaurant industry as well as distribution, finance, technology, governance and C-suite operating experience. In addition, the board has a track record of effecting change in the service of U.S. Foods’ shareholders:
- Added six independent directors over the last four years, reflecting an average tenure of four years as of the conclusion of the annual meeting;
- Separated the chairman and CEO roles;
- Cultivated a board with diverse directors comprising 45 percent of the proposed slate of candidates;
- Declassified the board, as of its annual meeting;
- Eliminated the previous supermajority voting requirement to amend the bylaws, as highlighted in its 2021 proxy statement;
- Adopted a majority voting standard for director elections with a director resignation policy and a plurality carveout in uncontested director elections, a change that was implemented in 2021;
- Created “Value Creation Awards” in 2021, with vesting tied to rigorous TSR growth targets over a four-year performance period; and
- Implemented a rotation of committee chairs.
For more information on the full statement made, visit usfoods.com.
