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Reduces Slate of Director Nominees from Seven to Five Following Company’s Recent Appointment of Two New Directors
Continues to Believe Significant Change is Needed for US Foods to Fulfill its Potential and Deliver Value for Stockholders
NEW YORK, April 11, 2022--(BUSINESS WIRE)--Sachem Head Capital Management LP ("Sachem Head"), a beneficial owner of approximately 8.7% of the outstanding common stock of US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), today filed updated preliminary proxy materials with the Securities and Exchange Commission in connection with US Foods’ upcoming 2022 Annual Meeting of Stockholders. Sachem Head disclosed in its updated materials that it plans to reduce its slate of seven director nominees to five director nominees.
Sachem Head’s revised preliminary proxy statement can be found here: https://www.sec.gov/Archives/edgar/data/1582090/000119380522000602/e621542_prrn14a-sachem.htm.
Sachem Head issued the following statement:
We continue to believe that significant change is needed in the US Foods boardroom in order for the Company to begin to fulfill its potential. However, following the Company’s March 29, 2022 announcement that two new independent directors would be added to the Board and that long-tenured director and former US Foods CEO John Lederer would not be standing for reelection, we have reevaluated the optimal number of directors we need to put forward in order to best deliver this change. As a result, we are reducing our slate from seven to five nominees. Further detail will be provided in our definitive proxy statement, which we anticipate filing in the near term.
We remain open to reaching a constructive resolution with US Foods that ensures the appropriate level of change takes place. Should that not occur, we look forward to engaging with our fellow stockholders and taking the steps we believe are necessary to achieve the best long-term outcome for all of the Company’s stakeholders.
About Sachem Head Capital Management
Sachem Head is an investment manager founded in 2012 by Scott D. Ferguson. The firm employs a concentrated, value-oriented investment strategy and is primarily focused on equity investments in North America and Europe.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if Sachem Head’s underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Sachem Head that the future plans, estimates or expectations contemplated will ever be achieved.
Certain statements and information included herein have been sourced from third parties. Sachem Head does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Sachem Head Capital Management LP, together with the other participants named herein (collectively, "Sachem Head"), has filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2022 annual meeting of stockholders of US Foods Holding Corp., a Delaware corporation (the "Company").
SACHEM HEAD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED.
The participants in the proxy solicitation are Sachem Head LP, Sachem Head Master LP ("SHM"), SH Sagamore Master VIII Ltd. ("Sagamore Master VIII"), SH Stony Creek Master Ltd. ("Stony Creek Master"), Sachem Head Capital Management LP ("Sachem Head Capital"), Uncas GP LLC ("SH Management"), Sachem Head GP LLC ("Sachem Head GP"), Scott D. Ferguson, Meredith Adler, James J. Barber, Jr., Jeri B. Finard, John J. Harris, Bernardo V. Hees and David A. Toy.
As of the date hereof, Sachem Head LP beneficially owns directly 5,351,363 shares of the Company’s Common Stock, par value $0.01 per share (the "Common Stock"), including 66,800 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, SHM beneficially owns directly 3,757,337 shares of Common Stock, including 46,900 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, Sagamore Master VIII beneficially owns directly 9,208,222 shares of Common Stock, including 120,300 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, Stony Creek Master beneficially owns 1,117,930 shares of Common Stock, including 16,000 shares of Common Stock underlying certain call options that are currently exercisable. Sachem Head Capital, as the investment advisor to Sachem Head LP, SHM, Sagamore Master VIII and Stony Creek Master, may be deemed to beneficially own the aggregate of 19,434,852 shares of Common Stock owned directly by Sachem Head LP, SHM, Sagamore Master VIII and Stony Creek Master. SH Management, as the general partner of Sachem Head Capital, may be deemed to beneficially own the aggregate of 19,434,852 shares of Common Stock owned directly by Sachem Head LP, SHM, Sagamore Master VIII and Stony Creek Master. Sachem Head GP, as the general partner of Sachem Head LP and SHM, may be deemed to beneficially own the aggregate of 9,108,700 shares of Common Stock owned directly by Sachem Head LP and SHM. Mr. Ferguson, as the managing partner of Sachem Head Capital and the managing member of SH Management and Sachem Head GP, may be deemed to beneficially own the aggregate of 19,434,852 shares of Common Stock owned directly by Sachem Head LP, SHM, Sagamore Master VIII and Stony Creek Master. As of the date hereof, none of Mses. Adler or Finard or Messrs. Barber, Harris, Hees or Toy owns any shares of Common Stock.
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