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US FOODS HOLDING CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and US FOODS HOLDING CORP.’s Form 8-K, filed May 17, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

12Ballot items
460Asset managers
6,443Fund votes
May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 12 items on US FOODS HOLDING CORP.’s Form 8-K, filed May 17, 2024: 3 approved · 9 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore US FOODS HOLDING CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by US FOODS HOLDING CORP.

These tallies are US FOODS HOLDING CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 17, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

US FOODS HOLDING CORP. — official shareholder meeting results, meeting held May 15, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Cheryl A. Bachelder	220,803,305	4,538,953	132,258	--	8,522,599	98%	Not verified	—
Elect Director: Robert M. Dutkowsky	224,903,209	434,335	136,972	--	8,522,599	99.8%	Not verified	—
Elect Director: David E. Flitman	225,119,778	215,689	139,049	--	8,522,599	99.9%	Not verified	—
Elect Director: Marla Gottschalk	224,859,533	480,452	134,531	--	8,522,599	99.7%	Not verified	—
Elect Director: Sunil Gupta	224,825,474	512,866	136,176	--	8,522,599	99.7%	Not verified	—
Elect Director: Carl Andrew Pforzheimer	225,163,198	171,395	139,923	--	8,522,599	99.9%	Not verified	—
Elect Director: Quentin Roach	223,798,379	1,539,642	136,495	--	8,522,599	99.3%	Not verified	—
Elect Director: David M. Tehle	223,797,999	1,536,090	140,427	--	8,522,599	99.3%	Not verified	—
Elect Director: Ann E. Ziegler	222,681,616	2,652,533	140,367	--	8,522,599	99%	Not verified	—
Proposal 2: Advisory Vote on Executive Compensation At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement	212,138,410	13,114,551	221,555	--	8,522,599	94%	Approved	—
Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan At the Annual Meeting, the stockholders approved an amendment to the ESPP to increase the number of shares available for issuance	225,233,747	140,811	99,958	--	8,522,599	99.9%	Approved	—
Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal	232,756,312	1,035,834	204,969	--	--	99.5%	Approved	—

Source: US FOODS HOLDING CORP., Form 8-K, filed with the SEC on May 17, 2024 — read the filing on EDGAR.

How asset managers voted at the US FOODS HOLDING CORP. 2023-2024 meeting

Each item below shows how the 460 asset managers that disclosed a US FOODS HOLDING CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Carl Andrew Pforzheimer

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 225,163,198AGAINST: 171,395

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: Carl Andrew Pforzheimer

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Carl Andrew Pforzheimer”): 225,163,198 for, 171,395 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 114,213,943 for, 4,869 against, 60,791 abstained.

FOR

FOR: 114,213,943AGAINST: 4,869ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Carl Andrew Pforzheimer” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

2. Elect Director: Cheryl A. Bachelder

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 220,803,305AGAINST: 4,538,953

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: Cheryl A. Bachelder

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Cheryl A. Bachelder”): 220,803,305 for, 4,538,953 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 114,139,732 for, 79,080 against, 60,791 abstained.

FOR

FOR: 114,139,732AGAINST: 79,080ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Cheryl A. Bachelder” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

3. Elect Director: David E. Flitman

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 225,119,778AGAINST: 215,689

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: David E. Flitman

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: David E. Flitman”): 225,119,778 for, 215,689 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 111 asset managers below reported 114,213,417 for, 5,395 against, 60,791 abstained.

FOR

FOR: 114,213,417AGAINST: 5,395ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: David E. Flitman” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

4. Elect Director: Marla Gottschalk

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 224,859,533AGAINST: 480,452

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: Marla Gottschalk

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Marla Gottschalk”): 224,859,533 for, 480,452 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 114,209,702 for, 9,110 against, 60,791 abstained.

FOR

FOR: 114,209,702AGAINST: 9,110ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Marla Gottschalk” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,052	570	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

5. Elect Director: Quentin Roach

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 223,798,379AGAINST: 1,539,642

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: Quentin Roach

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Quentin Roach”): 223,798,379 for, 1,539,642 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 114,139,210 for, 79,602 against, 60,791 abstained.

FOR

FOR: 114,139,210AGAINST: 79,602ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Quentin Roach” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

6. Elect Director: Robert M. Dutkowsky

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 224,903,209AGAINST: 434,335

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Election of Directors: Robert M. Dutkowsky

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Robert M. Dutkowsky”): 224,903,209 for, 434,335 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 114,213,107 for, 5,705 against, 60,791 abstained.

FOR

FOR: 114,213,107AGAINST: 5,705ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Robert M. Dutkowsky” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

7. Elect Director: Ann E. Ziegler

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 222,681,616AGAINST: 2,652,533

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: Election of Directors: Ann E. Ziegler

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Ann E. Ziegler”): 222,681,616 for, 2,652,533 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 113,972,215 for, 242,030 against, 60,791 abstained.

FOR

FOR: 113,972,215AGAINST: 242,030ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Ann E. Ziegler” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,052	570	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

8. Elect Director: David M. Tehle

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 223,797,999AGAINST: 1,536,090

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: Election of Directors: David M. Tehle

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: David M. Tehle”): 223,797,999 for, 1,536,090 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 110 asset managers below reported 114,139,736 for, 74,509 against, 60,791 abstained.

FOR

FOR: 114,139,736AGAINST: 74,509ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: David M. Tehle” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,320	302	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

9. Elect Director: Sunil Gupta

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 224,825,474AGAINST: 512,866

Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: Election of Directors: Sunil Gupta

US FOODS HOLDING CORP.’s own tally for this item (“Elect Director: Sunil Gupta”): 224,825,474 for, 512,866 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 110 asset managers below reported 114,108,268 for, 105,977 against, 60,791 abstained.

FOR

FOR: 114,108,268AGAINST: 105,977ABSTAIN: 60,791

Largest asset managers voting on “Election of Directors: Sunil Gupta” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,052	570	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

10. Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan At the Annual Meeting, the stockholders…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 225,233,747AGAINST: 140,811

Details: description as filed, official tally, votes by 113 asset managers

Description as filed by funds: To approve an amendment to the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan to increase the number of shares available for issuance.

US FOODS HOLDING CORP.’s own tally for this item (“Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan At the Annual Meeting, the stockholders approved an amendment to the ESPP to increase the number of shares available for issuance”): 225,233,747 for, 140,811 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan At the Annual Meeting, the stockholders approved an amendment to the ESPP to increase the number of shares available for issuance.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 113 asset managers below reported 114,214,278 for, 61,136 against, 4,222 abstained.

FOR

FOR: 114,214,278AGAINST: 61,136ABSTAIN: 4,222

Largest asset managers voting on “To approve an amendment to the US Foods Holding Corp. Amended and Restated Employee Stock Purchase Plan to inc” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	22,398,651	0	For
Fidelity	21,412,735	0	For
BlackRock	11,080,519	0	For
Invesco	9,554,354	0	For
John Hancock	8,211,777	0	For
Victory Capital	7,230,610	0	For
JPMorgan	4,158,018	0	For
MFS	3,637,403	0	For
Dimensional	2,914,282	0	For
ALPS Series Trust	2,766,479	0	For
Lincoln Financial	2,132,482	0	For
Charles Schwab	1,590,125	0	For
Columbia Threadneedle	1,475,240	0	For
State Street	1,410,622	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	For
TIAA	1,090,766	0	For
Principal	997,080	0	For
Hartford	934,767	0	For
Jackson National	852,860	0	For
Voya	537,695	0	For
Transamerica	500,500	0	For
Equitable	473,018	0	For
AIG/SunAmerica	470,938	0	For
Brighthouse	410,383	56,569	Mixed
Lord Abbett	420,773	0	For

Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.

11. Proposal 2: Advisory Vote on Executive Compensation At the Annual Meeting, the stockholders approved, on a non-binding…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 19 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%

FOR: 212,138,410AGAINST: 13,114,551

Details: description as filed, official tally, votes by 457 asset managers

Description as filed by funds: To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement.

US FOODS HOLDING CORP.’s own tally for this item (“Proposal 2: Advisory Vote on Executive Compensation At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the ”): 212,138,410 for, 13,114,551 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Advisory Vote on Executive Compensation At the Annual Meeting, the stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 109 asset managers voting on “To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the p” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,467	155	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	449,040	403,820	0	Mixed
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Fund voting reports, all 109 managers: 113,083,753 for, 1,134,994 against, 60,791 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 377 asset managers voting on “To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the p” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Vote
Fidelity	19,934,928	0	For
Sachem Head Capital Management LP	15,932,877	0	For
Invesco	11,662,987	0	For
Victory Capital	9,500,050	0	For
BlackRock	7,295,956	675	For
State Street	6,010,886	88,711	For
BESSEMER TRUST Co NATIONAL ASSOCIATION	5,170,969	0	For
JPMorgan	4,995,253	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	4,798,539	0	For
Dorsal Capital Management, LP	4,725,000	0	For
CI INVESTMENTS INC.	4,216,481	0	For
Bessemer Trust CO of Delaware, N.A.	3,627,733	0	For
Atalan Capital Partners, LP	3,600,000	0	For
BESSEMER TRUST Co OF FLORIDA	3,546,287	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,529,337	0	For
Clarkston Capital Partners, LLC	3,404,134	0	For
Wellington	3,383,405	0	For
BESSEMER TRUST CO	3,130,580	0	For
Bessemer Trust Co of California, N.A.	3,020,074	0	For
Bessemer Trust Co of Nevada, National Association	3,015,013	0	For
Longview Partners (Guernsey) LTD	2,821,014	50,007	For
Sessa Capital IM, L.P.	1,998,982	0	For
MELLON INVESTMENTS Corp	0	1,986,079	Against
Robeco Institutional Asset Management B.V.	0	1,953,494	Against
Northern Trust	1,819,599	12,329	For

Institutional-manager reports, all 377 managers: 162,300,904 for, 9,126,192 against, 447,200 abstained, 4,903 not voted, 19 unknown. Showing the 25 largest; see all in the interactive database.

12. Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm At the Annual Meeting…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%

FOR: 232,756,312AGAINST: 1,035,834

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.

US FOODS HOLDING CORP.’s own tally for this item (“Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent regi”): 232,756,312 for, 1,035,834 against — passed, per its Form 8-K filed May 17, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 114,210,582 for, 8,248 against, 60,791 abstained.

FOR

FOR: 114,210,582AGAINST: 8,248ABSTAIN: 60,791

Largest asset managers voting on “To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fi” at US FOODS HOLDING CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	22,398,651	0	0	For
Fidelity	21,412,735	0	0	For
BlackRock	11,080,519	0	0	For
Invesco	9,554,354	0	0	For
John Hancock	8,211,777	0	0	For
Victory Capital	7,230,610	0	0	For
JPMorgan	4,158,018	0	0	For
MFS	3,637,403	0	0	For
Dimensional	2,914,282	0	0	For
ALPS Series Trust	2,766,479	0	0	For
Lincoln Financial	2,132,482	0	0	For
Charles Schwab	1,590,125	0	0	For
Columbia Threadneedle	1,475,240	0	0	For
State Street	1,410,467	155	0	For
OLD WESTBURY FUNDS INC	1,341,975	0	0	For
TIAA	1,090,766	0	0	For
Principal	997,080	0	0	For
Hartford	934,767	0	0	For
Jackson National	852,860	0	0	For
Voya	537,695	0	0	For
Transamerica	500,500	0	0	For
Equitable	473,018	0	0	For
AIG/SunAmerica	470,938	0	0	For
Brighthouse	410,383	0	56,569	Mixed
Lord Abbett	420,773	0	0	For

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Largest US FOODS HOLDING CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 245,800,000 shares outstanding at the time of that meeting.

Fund voting reports: top US FOODS HOLDING CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation paid to our named executive officers, as…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	9.11%
2	Fidelity	8.71%
3	BlackRock	4.51%
4	Invesco	3.89%
5	John Hancock	3.34%
6	Victory Capital	2.94%
7	JPMorgan	1.69%
8	MFS	1.48%
9	Dimensional	1.19%
10	ALPS Series Trust	1.13%

Institutional-manager reports: top US FOODS HOLDING CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation paid to our named executive officers, as…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Fidelity	8.11%
2	Sachem Head Capital Management LP	6.48%
3	Invesco	4.74%
4	Victory Capital	3.86%
5	BlackRock	2.97%
6	State Street	2.48%
7	BESSEMER TRUST Co NATIONAL ASSOCIATION	2.10%
8	JPMorgan	2.03%
9	MASSACHUSETTS FINANCIAL SERVICES CO /MA/	1.95%
10	Dorsal Capital Management, LP	1.92%

Reported US FOODS HOLDING CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

US FOODS HOLDING CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.10%	13F
BlackRock	8.24%	13F
FMR (Fidelity)	6.25%	13F
Boston Partners	4.81%	13G
Invesco	4.28%	13F
State Street	2.74%	13F
Dimensional Fund Advisors	1.61%	13F
Wellington Management	1.54%	13F
Geode Capital	1.48%	13F
Morgan Stanley	1.26%	13F

Percentages above are of 245,800,000 shares outstanding, as reported by US FOODS HOLDING CORP. on its Form 10-Q dated March 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from US FOODS HOLDING CORP.’s 10-Q dated March 30, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At US FOODS HOLDING CORP.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 460 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 6,443 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation paid to our named executive officers, as… — US FOODS HOLDING CORP.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: US FOODS HOLDING CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 17, 2024.

US FOODS HOLDING CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.