Contrary to Sachem Heads claims, both the Smart Foodservice and Food Group acquisitions followed a rigorous review and vetting from the Board and were strategic targets for several years before we completed the acquisitions. This is a critical moment in our Companys history. Building on the substantial operational progress that our team made in the pre-pandemic period, we are confident that US Foods has a significant and achievable opportunity for margin expansion. The KKR financing served as an additional insurance during a time of immense uncertainty and at the time was less dilutive to shareholders than raising common equity. When voting the WHITE proxy card, consider the following: STRATEGIC INVESTMENTS HAVE DRIVEN RESULTS AND ESTABLISHED A STRONG FOUNDATION. Dutkowsky said, After careful consideration, the Board determined that it is time for a change in leadership at US Foods. Online access to the virtual meeting website will begin at 9:45 a.m. Central time, and we encourage . Includes early redemption premium and the write-off of certain pre-existing debt issuance costs. /s/ Sunil Gupta ROSEMONT, Ill., April 18, 2022 -- ( BUSINESS WIRE )--US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States,. View source version on businesswire.com: [email protected] / [email protected], US Foods Announces CEO Transition and Board Changes, https://www.businesswire.com/news/home/20220509006296/en/. Food Group 2019 Impact) (Non-GAAP), 2019 Food ROSEMONT, Ill., April 18, 2022--US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). ROSEMONT, Ill.--(BUSINESS WIRE)-- Annual Meeting tonight 5:30-7:30pm Become a Co-op Shareholder All are welcome to shop the Brattleboro Food Co-op. /s/ Carl A. Pforzheimer We delivered operating expense at 40 basis points better than 2019, which represents a significantly bigger improvement than our largest competitor. /s/ Quentin Roach Prior to Pershing Square, Ferguson served as a vice president at American Industrial Partners LLC, an operations focused private equity firm, from 1999 to 2001. 847-720-8109 2 Please note that the Company is not providing a reconciliation of certain forward-looking non-GAAP financial measures, including Adjusted EBITDA and Adjusted Diluted EPS, because the Company is unable to predict with reasonable certainty the financial impact of certain significant items, including restructuring costs and asset impairment charges, share-based compensation expenses, non-cash impacts of LIFO reserve adjustments, losses on extinguishments of debt, business transformation costs, other gains and losses, business acquisitions and integration related costs and Diluted Earnings Per Share. As part of its ongoing and deliberate commitment to refreshment, in March 2022, we added Marla Gottschalk and Quentin Roach to the Board, further increasing the Boards supply chain and financial expertise. For the same reasons, the Company is unable to address the significance of the unavailable information, which could be material to future results. However, for six months, Sachem Head made the appointment of Bernardo Hees as executive chairman a non-negotiable precondition to any settlement. Adjusted EBITDA is EBITDA adjusted for (1) Restructuring costs and asset impairment charges; (2) Share-based compensation expense; (3) the non-cash impact of LIFO reserve adjustments; (4) loss on extinguishment of debt; (5) Business transformation costs; and (6) other gains, losses or costs as specified in the agreements governing our indebtedness. Barber previously served as a trustee for The UPS Foundation, on the boards of UNICEF and the Folks Center for International Business at the Darla Moore School of Business. We expect this will translate to 2024 Adjusted Diluted EPS that is greater than 40% above that of 2019.2 In contrast, Sysco expects its FY2024 EPS to exceed its FY2019 figure by more than 30%, demonstrating the strength of our plan to create value for our shareholders. These non-GAAP financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. Copies will also be available at no charge in the SEC Filings subsection of the Financial Information section of the Company's Investor Relations website at https://ir.usfoods.com/investors or by contacting [email protected]. On the product front, increasing demand for sustainable products creates even more opportunity for a distributor with our capabilities and our strategy. The execution of our strategy leading up to the pandemic advanced three primary objectives: profitable market share growth through product differentiation, gross margin expansion and operational efficiency improvements: The pandemic accelerated the need for continued adaptation in our business, and we responded by focusing on further differentiating the solutions we provide, streamlining our operating model and building out our omni-channel platform. Sachem Head wants you to believe that US Foods cherry-picked the October 6, 2021 date to suit our interests. In addition, Sachem Heads attacks on Mr. Pforzheimer and Mr. Gupta are false and misleading. Shortly after, Sachem Head filed its preliminary proxy materials, and two days following that, Sachem Head denied our interview request. Shareholders may obtain a copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. US Foods made a fair counterproposal including the appointment of two Sachem Head nominees to the Board (other than Mr. Hees and Ms. Adler, who were removed from Sachem Heads slate last week) and the formation of a five-member committee charged with the evaluation of avenues to create shareholder value, which would include both Sachem Head directors. The Board introduced special one-time Value Creation Awards in 2021, with vesting tied to the achievement of best-in-class TSR growth targets over a four-year performance period. Includes the changes in the reserve for doubtful accounts expense reflecting the collection risk associated with our customer base as a result of the COVID-19 pandemic. For six months, Sachem Head had mandated that appointing Bernardo Hees as a director and Executive Chairman was a non-negotiable precondition to any settlement despite the very serious concerns raised by the Board following its interviews with Mr. Hees and insisted that Mr. Hees was not a stealth CEO candidate. The fact that Mr. Hees was nominated in the first place following our Boards engagement with him and insisted upon as a precondition to any settlement for so long raises questions about Sachem Heads judgment. Consists primarily of costs related to significant process and systems redesign across multiple functions. For purposes of the Adjusted Diluted EPS calculation (Non-GAAP), when the Company has Net income (GAAP), weighted average diluted shares outstanding (Non-GAAP) is used and assumes conversion of the Series A convertible preferred stock, and, when the Company has net loss (GAAP) and assumed conversion of the Series A convertible preferred stock would be antidilutive, weighted-average diluted shares outstanding (GAAP) is used. We hope we can count on your support and encourage you to vote on the WHITE proxy card today and FOR all US Foods nominees at the upcoming 2022 Annual Meeting. (15), Business acquisition and integration related costs and other(12), Business acquisition and integration related costs and other(5), Weighted-average diluted shares outstanding (Non-GAAP)(8), View source version on businesswire.com: 1 Excluding the impact of our acquisition of Food Group completed in September 2019, we delivered an 88 basis point EBITDA margin expansion. The Company also announced changes to its Board of Directors in connection with a cooperation agreement with Sachem Head Capital Management LP (Sachem Head). On April 11, 2022, US Foods Holding Corp announced that the annual meeting of shareholders scheduled to be held on May 18, 2022. US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today announced that it has filed its preliminary proxy materials with the Securities and Exchange Commission ("SEC") in connection with its upcoming 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). Sachem Head rejected our counterproposal and laid out a new proposal which again increased the number of directors Sachem Head would require to settle the proxy contest to five. Subsequently Mr. Ferguson made the following proposal: agree to give Sachem Head four seats on the Board and publicly announce either a search for a new CEO or a review of strategic alternatives. Prior to joining Ahold, he spent 10 years at Loblaw Companies Limited, a leading Canadian food retailer, where he served in several senior roles including president of the companys discount supermarket business. US Foods has the right board and management team to lead the Company through the execution of its strategy. Adjustment Iacobucci is a graduate of Queens University in Kingston, Ontario and University of Toronto Law School. However, during that time, Syscos margins increased alongside ours, creating a moving target. 3 2019 pro forma Adjusted EBITDA excludes expected synergies of approximately $85 million from Food Group and Smart Foodservice acquisitions. Represents our income tax provision (benefit) adjusted for the tax effect of pre-tax items excluded from Adjusted Net income available to common shareholders and the removal of applicable discrete tax items. Combined, these initiatives helped us navigate and emerge successfully from the pandemic, and we are confident they will underpin our continued success: Record Adjusted Gross Profit per Case in 2021, $130M in Selling and Administrative Cost Savings5, WE ARE CONFIDENT THAT OUR PLAN IS CREATING SHAREHOLDER VALUE. Each share gives the right to one vote, for a total of 153,865,392 voting rights. With a promise to help its customers Make It, US Foods is one of Americas great food companies and a leading foodservice distributor, partnering with approximately 250,000 restaurants and foodservice operators to help their businesses succeed. As you consider our plan in the context of Sachem Heads proxy contest against the Company, it is important to understand that the vast majority of ideas Sachem Head has put forth were already part of our plan that we have been executing over the last 18 months. Iacobucci commented, US Foods is off to a great start in 2022 and our recent financial performance highlights the strong early progress we are making against the initiatives that support our long-range plan. 212-355-4449 /s/ Nathaniel H. Taylor Additionally, we operate in a highly competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible to predict all risks nor identify all uncertainties. US FOODS BOARD NOMINEES HAVE THE SKILLS AND EXPERTISE NEEDED TO OVERSEE THE SUCCESSFUL EXECUTION OF OUR PLAN THEY HAVE AND WILL CONTINUE TO ACT AS AGENTS OF CHANGE. Joele Frank, Wilkinson Brimmer Katcher The Company will file a supplement to its definitive proxy statement in connection with the changes described in this release. Over the last year, the Board has been actively involved in overseeing the development of our long-range plan. We caution readers that our definitions of EBITDA, Adjusted EBITDA and Adjusted Diluted EPS may not be calculated in the same manner as similar measures used by other companies. 212-297-0720 The Company reaffirms the fiscal year 2022 guidance provided on February 17, 2022. US Foods also established its operational excellence teams in April 2021 and staffed them with the best field operations talent. With substantial leadership experience, Dutkowsky has been the Companys non-executive Chairman of the Board since February 2022 and a director since January 2017. Our Board and management team have engaged with Sachem Head on numerous occasions, seeking to understand what Sachem Head would do differently with respect to our business and exploring common ground for a settlement. ROSEMONT, Ill., April 18, 2022 -- ( BUSINESS WIRE )--US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States,. These increased earnings will produce strong and growing cash flows, which we can then in order of priority prudently allocate to reinvest in the business, reduce leverage, return capital to shareholders and opportunistically pursue tuck-in M&A. Longacre Square Partners The Company recommends all shareholders who wish to attend the General Meeting to do so online, through the . We have a proven and demonstrated ability to create sustainable value for shareholders. Additional risks and uncertainties are discussed from time to time in current, quarterly and annual reports filed by the Company with the SEC, which are available on the SECs website at www.sec.gov. For a detailed discussion of these risks, uncertainties and other factors that could cause our actual results to differ materially from those anticipated or expressed in any forward-looking statements, see the section entitled Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022, which was filed with the Securities and Exchange Commission (SEC) on February 17, 2022. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Your Board and management have thoughtfully and proactively transformed the Company by taking bold, decisive actions to optimize the business, improve performance and position US Foods for long-term growth. Prior to founding Sachem Head, he spent nine years at Pershing Square Capital Management, L.P. It increases share of wallet, reduces leakage with existing customers and attracts target customers we are currently not serving. The Board is grateful that Andrew has agreed to step into the Interim CEO role and is confident he is the right person to lead us through this transition. Following the nomination, we requested to interview his four new director candidates, but Mr. Ferguson declined our request. On April 11, 2022, the Company filed a definitive proxy statement, an accompanying WHITE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies from the Company's shareholders for the 2022 annual meeting. Declassification of the board, which will be complete at our 2022 Annual Meeting; Refreshed committee chairs and committee membership; Elimination of supermajority voting requirement to amend the bylaws; Adoption of a majority voting standard for uncontested director elections with a director resignation policy (and a plurality vote standard for contested director elections); and. In fact, all but one of the ideas Sachem Head put forth were already part of our plan, and a number of them we have already been executing on successfully. Barber is the former Chief Operating Officer of United Parcel Service, Inc. (UPS) (NYSE: UPS), one of the worlds largest package delivery companies. In addition, our industry continues to evolve in a way that favors scale distributors who bring innovative solutions to customers. Consists of costs related to the Formerly Proposed Sysco Acquisition, including certain employee retention costs. While we have opportunities to improve, our strong execution in 2021 drove significant earnings growth and we expect to build on our recent momentum for both gross margins and operating expense. Toy serves as a member of the board of directors of QBD & Minus Forty Technologies Corp., a North American designer and manufacturer of refrigerated marketing solutions. On April 11, 2022, the Company filed a definitive proxy statement, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies from the Company's shareholders for the 2022 annual meeting. WE HAVE AND WILL CONTINUE TO ACT AS OUR OWN AGENTS OF CHANGE FOR THE BENEFIT OF ALL US FOODS SHAREHOLDERS. This is simply false. We are not the same company we were in 2018. Sachem Head claims US Foods has given up on improving margins, FACT: US FOODS HAS MADE MEANINGFUL PROGRESS IMPROVING MARGINS AND HAS A PLAN TO DRIVE MARGIN EXPANSION. US Foods ran a highly competitive process with multiple rounds of bidding before determining that it was in the best interest of the Company and our shareholders to proceed with the KKR investment. These statements often include words such as believe, expect, project, anticipate, intend, plan, outlook, estimate, target, seek, will, may, would, should, could, forecast, mission, strive, more, goal, or similar expressions and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions, and expected future developments. 212-355-4449, https://www.businesswire.com/news/home/20220503005633/en/. We urge you to use the enclosed WHITE proxy card to vote today FOR ALL of US Foods nominees. In its attempt to remove five members of your Board of Directors (the Board) and effect a sale of the Company or change in CEO, Sachem Head Capital Management LP (Sachem Head) has misrepresented the record on important issues, and we are writing you today to set the record straight. Following these interviews, the Board offered to add two new directors: Scott Ferguson, its principal, and a mutually agreed director with supply chain expertise. With a promise to help its customers Make It, US Foods is one of Americas great food companies and a leading foodservice distributor, partnering with approximately 250,000 restaurants and foodservice operators to help their businesses succeed. Bringing greater standardization and process discipline in the short term, including: Further leveraging lean process management in each distribution center, and, Better tools and training for new selectors and drivers, Exploring automation opportunities for the mid- and long-term, Continued back-office simplification and cost reduction. The Board has been significantly refreshed and features diverse viewpoints. Our three-year TSR to this same date, as well as our performance from US Foods 2016 IPO through the onset of the pandemic, is comparable with that of our largest competitor. US Foods Urges Shareholders to Vote "FOR" All US Foods Director Nominees on the WHITE Proxy Card. /s/ Court D. Carruthers All of the eight nominees set out in Burcon's management proxy circular dated October 5, 2022 proposed by management for election to the board of directors at the Meeting were elected to the board. Applicable discrete tax items include changes in tax laws or rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and excess tax benefits associated with share-based compensation. We are confident that we have the right plan and the right team to capitalize on the opportunities ahead to generate significant value for our shareholders. US Foods is headquartered in Rosemont, Ill. Visit www.usfoods.com to learn more. This plan is based on three pillars. Centerview Partners LLC and J.P. Morgan Securities LLC are acting as financial advisors to US Foods. Sachem Head also previously insisted that they simply wanted limited director representation to help improve operations and that Mr. Hees was not a stealth CEO candidate; now they are demanding a change in CEO or a sale of the Company. ($ in millions, except share and per share data), Net income available to common shareholders (GAAP), Restructuring costs and asset impairment charges (2), Formerly Proposed Sysco Acquisition Agreement termination feesnet (8), Formerly Proposed Sysco Acquisition related costs (9), Business acquisition and integration related costs and other (12), Adjusted EBITDA (ex. We undertake no obligation to update or revise any forward-looking statements, except as may be required by law. This TSR exceeded both US Foods peers and the S&P 500, leading the post-pandemic recovery. Includes Food Group acquisition-related costs of $52 million for the 52 weeks ended December 28, 2019. Shareholders of record as of March 21, 2022, will be entitled to vote at the meeting. /s/ Pietro Satriano Ferguson is the founder and managing partner of Sachem Head Capital Management LP, a value-oriented investment management firm based in New York. ROSEMONT, Ill. - April 25, 2022 - US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today announced that it has sent a letter to shareholders in connection with its upcoming 2022 Annual Meeting of Shareholders (the . His other experience includes corporate planning and financial roles at Lexmark International, Inc. and Eastman Chemical Company (NYSE: EMN). With a promise to help its customers Make It, US Foods is one of Americas great food companies and a leading foodservice distributor, partnering with approximately 250,000 restaurants and foodservice operators to help their businesses succeed. We urge you to not be distracted by Sachem Heads false claims and misrepresentations. 65% of US Foods business evaporated virtually overnight as the pandemic shuttered restaurants and our other customers across the country. | May 15, 2022 We offered Sachem Head multiple reasonable settlement solutions, all of which Sachem Head rejected. Since joining the Company in 2017, Andrew has been a proven leader. I look forward to working closely with Bob, the rest of the management team and our associates to continue building our momentum, with a focus on driving improved top and bottom-line results., Satriano stated, It has been an honor to have led such a remarkable team committed to making US Foods one of Americas great food companies, and I am proud of all that we have achieved together. At the same time, we successfully managed the business through increased volatility of demand, product supply and labor. Shareholders of record as of March 21, 2022, will be entitled to vote at the meeting. We continually evaluate the composition of our Board and are confident that our current Board has a stronger mix of skills than Sachem Heads nominees and the experience needed to deliver shareholder value. Shareholders of record as of March 21, 2022, will be entitled to vote at the meeting. One area we have been intently focused on is topgrading our supply chain leadership. The definitive proxy materials and other materials related to the 2022 Annual Meeting, including director biographies and additional details on the Companys long-range plan, are available at https://www.VoteforUSFoods.com. These awards vest in 2025 only if management achieves significant increases in TSR, kicking in only if US Foods trades above $48 per share, with additional higher payout opportunities above $59 and $70 per share. ROSEMONT, Ill., April 18, 2022 US Foods Holding Corp. (NYSE: USFD) (US Foods or the Company), one of the largest foodservice distributors in the United States, today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the 2022 Annual Meeting). Urges Shareholders to Vote FOR ALL of US Foods Highly Qualified Directors on theWHITEProxy Card, Highlights Track Record of Earnings Growth, Long-Range Plan to Create Shareholder Value and Refreshed Board of Directors. However, EBITDA, Adjusted EBITDA and Adjusted Diluted EPS are non-GAAP financial measures regarding our operational performance and liquidity. Additional risks and uncertainties are discussed from time to time in current, quarterly and annual reports filed by the Company with the SEC, which are available on the SECs website at www.sec.gov. Dutkowsky currently serves as non-executive Chairman of the Board and Iacobucci currently serves as Chief Commercial Officer. Ferguson was also a business analyst at McKinsey & Company from 1996 to 1999. Corrects Sachem Heads Misrepresentations, Urges Shareholders to Vote For All of US Foods Directors on the WHITE Proxy Card. Snehal [email protected], Bruce Goldfarb / Pat McHughOkapi Partners212-297-0720, Jamie Moser / Matthew ShermanJoele Frank, Wilkinson Brimmer Katcher212-355-4449, Bruce Goldfarb / Pat McHughOkapi [email protected], 6 Growth as compared to full-year 2021 results, In the four years leading up to the pandemic, US Foods has a, Consistently grew volume with independent restaurants, our primary target customer, at 4%, which is approximately twice the market, Continually optimized the nationally managed customer portion of our portfolio, including exiting a number of unprofitable customers, which contributed to a more than 350 basis points ROIC increase and created capacity for profitable growth within the existing network. Sachem Head is an investment manager founded in 2012 by Scott D. Ferguson. Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors as they assist in highlighting trends, (b) to set internal sales targets and spending budgets, (c) to measure operational profitability and the accuracy of forecasting, (d) to assess financial discipline over operational expenditures, and (e) as an important factor in determining variable compensation for management and employees. As Chief Commercial Officer, Iacobucci leads the companys merchandising, pricing and local sales functions, with a focus on developing go-to-market strategies that differentiate US Foods and help the company best serve foodservice operators across the country. The Nominating and Corporate Governance Committee interviewed Sachem Heads original three director candidates with an open mind and in the spirit of trying to resolve this matter. Consists of net fees received in connection with the termination of an agreement with Sysco (the Formerly Proposed Sysco Acquisition Agreement) related to the potential acquisition of US Foods by Sysco (the Formerly Proposed Sysco Acquisition). We believe EBITDA and Adjusted EBITDA provide meaningful supplemental information about our operating performance because they exclude amounts that we do not consider part of our core operating results when assessing our performance. US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). As we have throughout our engagement, we remain open to evaluating reasonable proposals to avoid this proxy contest, but it takes a counterparty that is equally interested in an amicable resolution. First, driving market share by evolving our differentiated solutions in light of market trends, while also offering consistent service and fresh quality. The Annual Meeting will be held at . The private convertible investment of KKR bolstered our liquidity and emerged as the optimal balance of speed, certainty, cost of capital and structure. This plan balances profitable market share growth, gross margin expansion and operational efficiencies to drive EBITDA growth. US Foods Holding Corp. (NYSE: USFD) today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). Sachem Head also fundamentally misrepresents the financing of the Smart Foodservice transaction, which closed in April 2020 and was not funded with proceeds from KKRs subsequent investment in May 2020. He also served as both Executive Vice President, Markets and Channels from 1997 to 1999 and President, Data General in 1999, at EMC Corporation, a data storage manufacturer. Your Board is focused on substantially enhancing value for shareholders, and we believe US Foods is executing the right plan to do that. April 11, 2022 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS WEDNESDAY, MAY 18, 2022 9 a.m. (Central Daylight Time) We are pleased to provide notice of the 2022 annual meeting of shareholders of US Foods Holding Corp. (including any adjournments, postponements or continuations thereof, the "Annual Meeting"). US Foods is headquartered in Rosemont, Ill. Visit www.usfoods.com to learn more. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. While US Foods had raised ample funds to finance the Smart Foodservice acquisition, as the environment rapidly deteriorated, the Board considered a number of scenarios including some that thankfully did not come to pass and explored a wide range of financing options to ensure we would have the liquidity needed to weather the storm. Sachem Heads valuation analysis of the Food Group acquisition is flawed because it fails to take into account the tax step-up resulting from the deal and understates the synergies captured by the transaction. He then spent more than 30 years at UPS holding roles of increasing responsibility within the US, followed by relocating to Europe and becoming President of UPS Europe. This includes the additions of Barber, Ferguson and Toy, and the departure of John A. Lederer, who has informed the Company that he is not standing for re-election. Dan Zacchei / Miller Winston ROSEMONT, Ill., April 18, 2022 - US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). As we navigate this transition, US Foods remains well positioned to capitalize on the opportunities ahead to generate significant value for our shareholders.. Robert M. Dutkowsky has been appointed Executive Chair and Andrew Iacobucci has been appointed Interim Chief Executive Officer. He further elaborated that if the Company decided not to pursue a CEO search or sale of the Company, Sachem Head should be given control through a majority of the seats on the Board. Applicable discrete tax items include changes in tax laws or rates, changes related to prior year unrecognized tax benefits, discrete changes in valuation allowances, and excess tax benefits associated with share-based compensation. We have generated a one-year TSR of 56% as of October 6, 2021, the last day before Sachem Heads campaign began with the filing of its Schedule 13D (the unaffected date). At US Foods' upcoming 2022 annual meeting . After Sachem Head nominated seven director candidates to take control of the Company, without giving any advance notice to US Foods, we offered to interview three of the four new candidates we had not previously interviewed in another genuine attempt to reach an amicable resolution. [email protected], Bruce Goldfarb / Pat McHugh Toy as new independent directors, effective May 18, 2022. Our long-range plan targets $1.7 billion of Adjusted EBITDA in 2024,2 leveraging a balanced approach of growing profitable market share, further optimizing gross margins and improving operational efficiencies. I look forward to a collaborative relationship with Bob and the rest of the Board, and to helping US Foods identify a permanent CEO to lead its next chapter of growth.. Media Contacts: Thomas Peterson, Shareholder Advocate, [email protected], 781-349-2615; Mark Morgenstein, Media Relations Director, [email protected], 678-427-1671 Boston, May 20, 2022 - At US Foods' annual meeting on Wednesday, 88.5% of voting shareholders approved a Green Century shareholder proposal asking the company to set science-based targets to reduce its greenhouse . Consists primarily of severance and related costs, organizational realignment costs and asset impairment charges. April 25, 2022 06:29 AM Eastern Daylight Time . https://www.businesswire.com/news/home/20220509006296/en/, Snehal Shah Previously, he served in numerous positions for Sauer Brands, Inc., a manufacturer of food products, and as Chief Financial Officer for Diversey Inc., a provider of cleaning and hygiene products. These actions enabled us to enhance gross profit and reduce costs while simultaneously building our foundation for post-pandemic growth. The tax effect of pre-tax items excluded from Adjusted Net income available to common shareholders is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances. Sidley Austin LLP is serving as legal counsel to US Foods. Mr. Pforzheimer and Mr. Gupta were both identified as candidates through a robust director search process led by outside recruiting firms. Despite our genuine efforts to reach a resolution, Sachem Head went silent on us for many weeks and then publicly released a letter to the media. The Board has also made substantive governance changes in recent years in line with investor feedback and governance best practices, including: WE OFFERED SACHEM HEAD REASONABLE SETTLEMENT SOLUTIONS SACHEM HEAD REJECTED THEM. Robert M. Dutkowsky has been appointed Executive Chair and Andrew Iacobucci has been appointed Interim Chief Executive Officer. Dear Fellow Shareholder, At US Foods' upcoming 2022 annual meeting of shareholders, Sachem Head Capital Management LP ("Sachem Head") is seeking the removal of five members of your. The tax effect of pre-tax items excluded from Adjusted Net income is computed using a statutory tax rate after taking into account the impact of permanent differences and valuation allowances. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. The Board was actively involved in overseeing the development of our long-range plan over the last year. BUSINESS WIRE)--US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company"), one of the largest foodservice distributors in the United States, today sent a letter to shareholders in connection with its May 18, 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting"). Also includes gains, losses or costs as specified under the agreements governing our indebtedness. The forward-looking statements contained in this release speak only as of the date of this release and are based on information and estimates available to us at this time. The directors standing for election this year are highly respected in the foodservice and restaurant industry and/or bring significant distribution, supply chain, finance, technology, governance and C-suite operating experience to guide and oversee the Company at this critical time. This evolution in operator preferences is necessitating investments in technology and solutions that provide foodservice customers more tools and greater flexibility. Sachem Head has also agreed to customary standstill, voting and other provisions. [email protected], Bryan Locke / Hayley Cook Dutkowsky serves on the board of directors of Pitney Bowes Inc., Raymond James Financial, Inc. and The Hershey Company. Sachem Head claims US Foods 2024 long-range plan is a recast of the missed plan laid out at the Companys 2018 investor day, FACT: US FOODS LONG-RANGE PLAN IS UNDERPINNED BY AN ENHANCED OPERATING MODEL AND A BALANCE OF INITIATIVES THAT HAVE WORKED WELL, EVOLVED AND IMPROVED, OR ARE NEW AND INNOVATIVE. We use Adjusted Diluted Earnings Per Share, which is calculated by adjusting the most directly comparable GAAP financial measure, Diluted Earnings Per Share, by excluding the same items excluded in our calculation of Adjusted EBITDA to the extent that each such item was included in the applicable GAAP financial measure. We have rigorous director selection criteria that focus on skillsets needed for overseeing a preeminent food distributor. Sachem Head maintains that the Company did not seriously evaluate its proposed Board candidates. Shareholders of record as of March 21, 2022, will be entitled to vote at the meeting. I wish Bob, Andrew and the entire team continued success.. Achievement of these stock price targets is equivalent to market capitalization growth between $2.7 billion and $8.2 billion and would require successful execution of our long-term strategic initiatives aligned with shareholder value creation. To further demonstrate a commitment to shareholder value, your Board reshaped our 2021 executive compensation to motivate and drive performance to align with shareholders and TSR. [email protected], Bruce Goldfarb / Pat McHugh EBITDA is Net income (loss), plus Interest expense-net, Income tax provision (benefit) and Depreciation and amortization. With 69 broadline locations and more than 80 cash and carry stores, US Foods and its 28,000 associates provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. Each brings experience in key areas relevant to our business that will be valuable as we continue to implement our long-range plan, including supply chain, food industry leadership and corporate governance., Scott Ferguson, Founder and Managing Partner of Sachem Head, said, Todays agreement is the result of a constructive dialogue with US Foods Board about future opportunities for the Company to deliver on its long-range plan and generate value for all shareholders. Our progress has resulted in a strong one-year total shareholder return (TSR) of 56% as of October 6, 2021 (the last day prior to Sachem Heads Schedule 13D filing), exceeding both US Foods peers and the S&P 500, leading the post-pandemic recovery. Tyson Foods Holds Annual Meeting Feb 10, 2022 Shareholders Elect Slate of Diverse Directors SPRINGDALE, Ark., Feb. 10, 2022 (GLOBE NEWSWIRE) -- Tyson Foods (NYSE: TSN) held a virtual annual meeting of shareholders earlier today to address company business following its successful first quarter results. [email protected], Jamie Moser / Matthew Sherman ROSEMONT, Ill., April 27, 2022 -- ( BUSINESS WIRE )--US Foods Holding Corp. (NYSE: USFD) ("US Foods" or the "Company") today filed an investor presentation with the U.S. Securities and. The General Meeting will foreseeably be held on FIRST CALL, at 12.30 on 29 June 2022. As one example, in just over a year, this has resulted in a 15% reduction in SKUs in 2021, representing the biggest reduction in the Companys history. For Sachem Head: /s/ John A. Lederer Urges Shareholders to Vote "FOR" ALL of US Foods' Highly Qualified Directors on the WHITE Proxy Card Highlights Track Record of Earnings Growth, Long-Range Plan to Create. US Foods Board has the requisite mix of skills, expertise and diversity of perspectives to successfully guide the Company to long-term success. The US Foods Board announced that Pietro Satriano, Chief Executive Officer, is leaving the Company and will not stand for re-election as director at the upcoming 2022 annual meeting of shareholders. Prior year amounts have been revised to conform with the current year presentation. Our recent progress is part of a longer track record of growth and margin expansion enabled by a strategy designed to stay ahead of evolving customer needs and industry conditions. With 69 broadline locations and more than 80 cash and carry stores, US Foods and its 28,000 associates provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. Many other businesses entered into similar transactions during these unprecedented times (e.g., our competitor PFG raised $338 million through a common equity issuance). /s/ Marla C. Gottschalk Toy currently serves as the Chief Executive Officer of Heartisan Foods Inc., an omni-channel market leader in smoked, flavored, and kosher all-natural cheese. The US Foods Board announced that Pietro Satriano, Chief Executive Officer, is leaving the Company and will not stand for re-election as director at the upcoming 2022 annual meeting of shareholders. Our progress was slowed by discrete operational issues, turnover in our supply chain leadership and an increasingly challenging labor environment heading into 2019. We encourage you to visit VoteforUSFoods.com for more information about our long-range plan to enhance shareholder value, our highly qualified directors and how to vote your shares. In November 2020, we brought in a distinguished executive with Bill Hancock and have recruited new leaders to replace the vast majority of the supply chain leadership team. Edwards & Co., Inc., a software supply chain company, from 2002 until 2004, and President, Chief Executive Officer, Chairman of the board of directors of GenRad, Inc., an electronic equipment manufacturer, from 2000 until 2002. I look forward to working closely with him and the rest of our exceptional management team as we continue to execute our strategy, added Dutkowsky. He served as Executive Chairman of Tech Data Corporation, a multinational distribution company specializing in IT products and services, from 2018 to 2020 and as Chief Executive Officer of Tech Data from 2006 to 2018. The Board and management are highly focused on continuing to deliver value for shareholders. Copies will also be available at no charge in the SEC Filings subsection of the Financial Information section of the Company's Investor Relations website at https://ir.usfoods.com/investors or by contacting [email protected]. On April 11, 2022, the Company filed a definitive proxy statement, an accompanying WHITE proxy card and other relevant documents with the SEC in connection with the solicitation of proxies from the Company's shareholders for the 2022 annual meeting. Moreover, our TSR from the October 6, 2021 unaffected date through May 2, 2022 has been competitive with key benchmarks: US Foods +5%, Sysco +6%, PFG +4% and S&P 500 (4%). Pursuant to the cooperation agreement with Sachem Head, the Boards Nominating and Corporate Governance Committee has appointed James J. Barber, Jr., Scott D. Ferguson and David A. ROSEMONT, Ill.--(BUSINESS WIRE)-- Includes COVID-19 costs that we are permitted to addback under certain agreements governing our indebtedness. These statements often include words such as believe, expect, project, anticipate, intend, plan, outlook, estimate, target, seek, will, may, would, should, could, forecast, mission, strive, more, goal, or similar expressions and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions and expected future developments. We recognize that we have not fully closed the margin gap to Sysco and acknowledge that the Companys pre-pandemic margin progress was not as rapid as initially expected. EBITDA and Adjusted EBITDA are also used in connection with certain covenants and restricted activities under the agreements governing our indebtedness. US Foods has accomplished a great deal since its IPO in 2016 and has been guided by a strategy designed to stay ahead of evolving customer needs and industry conditions. Iacobucci previously served as Chief Merchandising Officer. The forward-looking statements contained in this release speak only as of the date of this release and are based on information and estimates available to us at this time. Following the pandemic, the industry has continued its decades-long growth of food away from home relative to food at home. Simply follow the easy instructions on the enclosed proxy card to vote by telephone, by Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Food Group filled meaningful whitespace gaps for US Foods in the Pacific Northwest. The US Foods Board of Directors unanimously recommends that shareholders vote FOR ALL of US Foods highly qualified and engaged directors on the WHITE proxy card today. Sachem Head claims US Foods made value-destructive capital allocation decisions, FACT: US FOODS M&A DECISIONS WERE HIGHLY STRATEGIC, REASONABLY PRICED AND POSITION US WELL FOR THE FUTURE. He began his career at IBM, a technology company, where he served in several senior management positions. During the pandemic we adapted our business by upgrading our talent across the organization, streamlining our operating model to drive standardization and bring focus to underperforming markets, and relentlessly focusing on customer prioritization in order to better balance commercial and operational considerations. As you think about your investment, and the team you want to oversee execution of the Companys strategy, we ask you to consider the following: Sachem Head claims US Foods is misleading shareholders by cherry-picking time spans that show favorable Total Shareholder Returns (TSR), FACT: US FOODS TSR ANALYSIS IS BASED ON AN APPROPRIATE TIMEFRAME AND SHOWS STRONG RECENT PROGRESS. Consists of fees paid to the Sponsors for consulting and management advisory services. VOTE THE WHITE PROXY CARD TODAY FOR ALL US FOODS DIRECTOR NOMINEES. He previously served on the board of directors of Episcopal Charities of the Diocese of New York and is a former director of Autodesk, Inc. (NASDAQ: ADSK), a leading design & engineering software company. Copies will also be available at no charge in the SEC Filings subsection of the Financial Information section of the Company's Investor Relations website at https://ir.usfoods.com/investors or by contacting [email protected]. Shareholders of record as of March 21, 2022, will be entitled to vote at the meeting. /s/ David M. Tehle Our three-year TSR to this same date, as well as our performance measured from US Foods IPO in 2016 through the onset of the pandemic in 2020, is comparable with that of our largest competitor. We also believe these and similar non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry. 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