US Foods Holding (USFD) 8-KEntry into a Material Definitive Agreement

This Mutual Termination Agreement (this “Agreement”) is dated as of February 28, 2024 (the “Effective Date”), by and among (i) US Foods Holding Corp., a Delaware corporation (the “Company”), on the one hand; and (ii) Sachem Head Capital Management LP, a Delaware limited partnership, Sachem Head LP, a Delaware limited partnership, Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands, SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands, Uncas GP LLC, a Delaware limited liability company, and Sachem Head GP LLC, a Delaware limited liability company (collectively, “Sachem Head”), on the other hand. The Company and Sachem Head are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in the Cooperation Agreement (defined below).

WHEREAS, the Company and Sachem Head are parties to that certain Cooperation Agreement, dated as of May 9, 2022 (the “Cooperation Agreement”);

WHEREAS, pursuant to Section 11 of the Cooperation Agreement, the parties may terminate the Cooperation Agreement at any time by mutual agreement; and

WHEREAS, the Company and Sachem Head have mutually agreed to terminate the Cooperation Agreement, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the terms and conditions herein provided, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, the parties hereto agree as follows:

1.          Termination. The Company and Sachem Head mutually agree that the Cooperation Agreement shall terminate and be of no further force or effect as of the close of business on the Effective Date (the “Effective Time”), and that, from and after the Effective Time, neither the Company nor Sachem Head shall have any further rights, duties, or obligations under the Cooperation Agreement, including without limitation, any obligations on the part of the Company to nominate any of the New Directors to the Board or any new or standing committees of the Board or on the part of Sachem Head to vote its shares in accordance with the Board’s recommendations or abide by the standstill restrictions set forth therein.

2.          Resignation of Sachem Head Director.  Concurrently with the execution of this Agreement, the Sachem Head Director will deliver his resignation as a member of the Board of the Company and each committee on which the Sachem Head Director sits, such resignation effective as of the Effective Time.

3.          Representations and Warranties of the Parties Hereto. Each party hereto represents and warrants to the other as follows:

4.          Miscellaneous. Sections 13, 14, and 17 of the Cooperation Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Agreement, mutatis mutandis.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by their duly authorized representatives to be effective as of the Effective Date.