46 unchanged sentences
Other Information
+Added: No Adoption or Termination of Trading Arrangements
+Added: During the three months ended December 30, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item with respect to members of the Board of Directors and with respect to the Audit Committee will be included in our definitive proxy statement for our 2023 Annual Meeting of Stockholders (our “2023 Proxy Statement”) under the captions “Election of Directors” and “Corporate Governance-Meetings of the Board and its Committees-Audit Committee” and is incorporated herein by reference.
+Added: The information required by this item with respect to members of the Board of Directors and with respect to the Audit Committee will be included in our definitive proxy statement for our 2024 Annual Meeting of Stockholders (our “2024 Proxy Statement”) under the captions “Election of Directors”, “Delinquent Section 16(a) Reports”, and “Corporate Governance-Meetings of the Board and its Committees-Audit Committee” and is incorporated herein by reference.
The information required by this item with respect to our Code of Conduct will be included in our 2024 Proxy Statement under the caption “Corporate Governance-Corporate Governance Materials” and is incorporated herein by reference.
36 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022
−Removed: Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021
−Removed: Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021
−Removed: Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2022, January 1, 2022, and January 2, 2021
+Added: Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022
+Added: Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
+Added: Consolidated Statements of Cash Flows for the Fiscal Years Ended December 30, 2023, December 31, 2022 and January 1, 2022
Financial Statement Schedules
2 unchanged sentences
Restated Certificate of Incorporation of US Foods Holding Corp., effective as of May 1 8 , 20 23 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 1 8 , 20 23 ).
−Removed: 3.2 Amended and Restated Bylaws of US Foods Holding Corp., effective as of November 2, 2022 (incorporated herein by reference to Exhibit 3.
−Removed: 1 to the Current Report on Form 8-K filed with the SEC on Novembe r 7 , 20 22 ).
−Removed: 3.3 Certificate of Designations Designating the Series A Convertible Preferred Stock, Par Value $0.01, of US Foods Holding Corp.
−Removed: (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 6, 2020).
−Removed: 4.1 Indenture, dated as of June 27, 2016, by and among US Foods, Inc., the Subsidiary Guarantors thereunder and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 28, 2016).
−Removed: 4.2 First Supplemental Indenture, dated as of June 27, 2016, by and among US Foods, Inc., the Subsidiary Guarantors under the Indenture and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on June 28, 2016).
−Removed: 4.3 Form of 5.875% Senior Note due 2024 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on June 28, 2016 (included in the indenture filed as Exhibit 4.1 thereto)).
−Removed: 4.4 Indenture, dated as of April 28, 2020, by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020).
−Removed: 4.5 Notes Collateral Agreement, dated as of April 28, 2020, by and among US Foods, Inc., the subsidiary grantors party thereto and Wilmington Trust, National Association, as collateral agent (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 29, 2020).
−Removed: 4.6 Form of 6.25% Senior Secured Notes due 2025 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 29, 2020 (included in the indenture filed as Exhibit 4.1 thereto)).
+Added: Amended and Restated Bylaws of US Foods Holding Corp., effective as of November 2, 2022 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on November 7, 2022).
+Added: Indenture, dated as of September 25, 2023 by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 25, 2023).
+Added: Form of 6.875% Senior Unsecured Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 25, 2023 (included in the indenture filed as Exhibit 4.1 thereto)).
+Added: Indenture, dated as of September 25, 2023 by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on September 25, 2023).
+Added: Form of 7.250% Senior Unsecured Notes due 2032 (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on September 25, 2023 (included in the indenture filed as Exhibit 4.3 thereto)).
Indenture, dated as of February 4, 2021, by and among US Foods, Inc., the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 4, 2021).
35 unchanged sentences
and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 24, 2021).
−Removed: 10.3 Investment Agreement, dated April 21, 2020, by and between US Foods Holding Corp.
−Removed: and KKR Fresh Aggregator L.P.
−Removed: (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 21, 2020).
−Removed: 10.4 Registration Rights Agreement, dated May 6, 2020, by and between US Foods Holding Corp.
−Removed: and KKR Fresh Aggregator L.P.
−Removed: (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 6, 2020).
+Added: Tenth Amendment to Credit Agreement (incorporated by reference to Ex 10.1 to Current Report on Form 8-K filed on June 2, 2023).
+Added: Eleventh Amendment to Credit Agreement (incorporated by reference to Ex 10.1 to Current Report on Form 8-K filed on August 22, 2023).
US Foods Holding Corp.
30 unchanged sentences
Amended and Restated Employee Stock Purchase Plan (incorporated herein by reference to Appendix B of the Definitive Proxy Statement filed with the SEC on March 16, 2018).
−Removed: 10.20* Form of Director Indemnification Agreement by and between US Foods Holding Corp.
−Removed: and each of Pietro Satriano and John A.
−Removed: Lederer (incorporated herein by reference to Exhibit 10.4 to Amendment No.
−Removed: 5 to the Registration Statement on Form S-1 filed with the SEC on May 20, 2016).
−Removed: 10.21* Offer Letter, dated as of July 13, 2015, by and between US Foods, Inc.
−Removed: and Pietro Satriano (incorporated herein by reference to Exhibit 10.56 to the Quarterly Report on Form 10-Q of US Foods, Inc.
−Removed: filed with the SEC on August 11, 2015).
Offer Letter, dated as of January 27, 2017, by and between US Foods, Inc.
27 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: C lawback Policy
Interactive Data File.
19 unchanged sentences
February 15, 2024
−Removed: CARRUTHERS Director
−Removed: February 16, 2023
/s/ ROBERT M.
12 unchanged sentences
Quentin Roach
−Removed: /s/ NATHANIEL H.
−Removed: TAYLOR Director
−Removed: February 16, 2023
TEHLE Director
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.