Investors seek control of US Foods board

ROSEMONT — US Foods Holding Corp. Tuesday said it has been negotiating with an investment group that is attempting to gain control of the company through the proposed nomination of seven new directors to its ten-member board.

Sachem Head Capital Management LP is proposing the leadership changes, the company said.

In December, the board's Nominating and Corporate Governance Committee interviewed three director candidates Sachem Head privately proposed. US Foods offered to appoint two new directors to the board at its 2022 annual meeting, including Scott Ferguson, Sachem Head's principal, the company said. The annual meeting has yet to be scheduled.

Sachem Head made the appointment of Bernardo Hees as executive chairman a precondition for any engagement, US Foods said in a news release. In the course of its evaluation of Hees, the board identified significant concerns regarding his leadership roles at previous companies, which Hees was unable to dispel during the interview process, the company said. As a result, the board said it is not willing to appoint him to the board, let alone name him executive chairman as originally proposed by Sachem Head.

US Foods said it will present its recommendations regarding all director nominees for election to shareholders prior to the company's 2022 annual meeting. However, in a statement, it said: “The US Foods board is composed of ten highly qualified directors with significant expertise in the food service and restaurant industry as well as distribution, finance, technology, governance and C-suite operating experience.”