US Foods Holding (USFD) PREC14APreliminary proxy with contested solicitation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 17, 2022

SACHEM HEAD LP

___________________, 2022

Dear Fellow US Foods Stockholders:

Sachem Head LP, a Delaware limited partnership (together with its affiliates, “Sachem Head” or “we”), and the other participants in this solicitation are significant stockholders of US Foods Holding Corp., a Delaware corporation (“US Foods”, “USFD” or the “Company”), who beneficially own, in the aggregate, 19,434,852 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, constituting approximately 8.7% of the outstanding Common Stock. For the reasons set forth in the attached Proxy Statement, we believe significant changes to the composition of the Board of Directors of the Company (the “Board”) are necessary to ensure that the Company is being run in a manner consistent with your best interests. We have nominated a slate of seven (7) highly qualified nominees for election to the Board at the Company’s upcoming 2022 annual meeting of stockholders (the “Annual Meeting”).

We made our initial investment in the Company in 2018 given our belief that the Company’s underperformance relative to its peers could be cured with improved operational execution that would regain the trust of the investing community. Despite our efforts to engage constructively with the current Board and management team, it has become clear to us by the Company’s reactive changes and defensive posture over the previous weeks and months that there is a deep-seated resistance to real change at USFD and a lack of acknowledgment that there is even a problem. We take no pleasure in publicly criticizing companies or directors and generally work toward negotiated settlements that are in the long-term interests of all stakeholders. However, in this instance, we believe a proxy contest is the last option available to us to protect the investments of our fellow stockholders.

As the industry and business normalize following the COVID-19 pandemic, we believe a new culture of accountability is required at US Foods, and that change must start in the boardroom. While we do not question the individual accomplishments of the Company’s current directors, our engagement with the Company has led us to believe that a significant Board refreshment is necessary to create an environment in which Company management is held accountable. We believe our nominees have the skills, experience and alignment to ensure this happens and to drive the best long-term outcome for all stakeholders.

We are therefore seeking to reconstitute the Board with directors who we believe have the skills, experience and alignment to ensure this happens and to drive the best long-term outcome for all stakeholders. As evidenced by their biographies below, the seven (7) director candidates we have nominated – Meredith Adler, James J. Barber, Jr., Scott D. Ferguson, Jeri B. Finard, John J. Harris, Bernardo V. Hees and David A. Toy – have deeply relevant backgrounds to USFD’s business and current challenges, including backgrounds spanning operations, marketing, finance, private equity, restructuring, strategic transformation and public company governance. As a group, they have substantial and highly successful experience in the broader food and beverage industry and collectively have decades of experience as CEOs, senior executives, chairmen and directors of well-performing companies.

Biographies of Sachem Head’s nominees:

Meredith Adler

We believe Ms. Adler’s deep food industry and financial experience make her an ideal director candidate for the Board. Ms. Adler previously served as a member of the board of directors of Performance Food Group Company (NYSE: PFGC), one of the largest food and food service distribution companies in North America, until last year. Before her retirement in 2016, she served as a Senior Equity Analyst and Managing Director at Barclays plc (NYSE: BCS). She has extensive prior financial services industry experience, having worked as a stock and bond analyst at Lehman Brothers Holdings Inc., Chemical Banking Corporation (n/k/a JPMorgan Chase & Co. (NYSE: JPM)), Credit Suisse First Boston, Inc., Salomon Brothers, Inc. and L.F. Rothschild.

James J. Barber, Jr.

We believe Mr. Barber’s substantial supply chain expertise, honed as an executive over more than three decades, would be an extremely valuable addition to the Board. Mr. Barber is the former Chief Operating Officer of United Parcel Service, Inc. (“UPS”) (NYSE: UPS), one of the world’s largest package delivery companies. Mr. Barber began his career in 1985 as a package delivery driver for UPS in Atlanta, Georgia after obtaining his Finance degree from Auburn University. He then spent 30+ years at UPS holding roles of increasing responsibility within the US, followed by relocating to Europe and becoming President of UPS Europe. Mr. Barber then relocated back to the US to become President of UPS International and join the UPS Management Committee. Mr. Barber previously served as a trustee for The UPS Foundation, on the boards of UNICEF and the Folks Center for International Business at the University of South Carolina.

Scott D. Ferguson

We believe Mr. Ferguson’s position as a significant investor in the Company and his extensive strategic, financial, entrepreneurial and corporate governance experience make him an ideal director candidate for the Board. Mr. Ferguson is the founder and managing partner of Sachem Head Capital Management LP, a value-oriented investment management firm based in New York. Prior to founding Sachem Head, he spent nine years at Pershing Square Capital Management, L.P., which he joined pre-launch as the firm’s first investment professional. Prior to Pershing Square, Mr. Ferguson served as a vice president at American Industrial Partners LLC, an operations focused private equity firm, from 1999 to 2001. Mr. Ferguson was also a business analyst at McKinsey & Company from 1996 to 1999. He currently serves on the boards of directors of Olin Corporation (NYSE: OLN), Elanco Animal Health Incorporated (NYSE: ELAN), and the Henry Street Settlement, and he is also a member of the Robin Hood Leadership Council. 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.

Jeri B. Finard

We believe Ms. Finard’s food and consumer goods executive leadership experience as well as marketing and operational background would be a valuable asset to the Board. Ms. Finard has spent more than two decades in food and consumer goods-related executive roles. She has served as President and Chief Executive Officer, North America of Godiva Chocolatier, Inc., and in senior roles at Kraft Foods, Inc. (n/k/a Mondelēz International, Inc. (NASDAQ: MDLZ)) and at Avon Products, Inc. (n/k/a Avon International). Her current and prior board experience includes Serta Simmons Bedding, LLC, OLLY Public Benefit Corporation, Seventh Generation, Inc., Frontier Communications Corporation (n/k/a Frontier Communications Parent, Inc. (NASDAQ: FYBR)), RevAir, HEX Performance, LLC, Raymundos Food Group, LLC and WeAre8.

John J. Harris

We believe Mr. Harris’ more than three decades of experience in operational and executive roles at the world’s largest food and beverage company would be extremely additive to the Board. Mr. Harris served in a number of senior roles at Nestlé S.A. (OTC: NSRGY), the world's largest food and beverage company, including as Chairman and Chief Executive Officer of Nestlé Waters, S.A., and Chief Executive Officer Nestlé Petcare Europe. He is a former Chairman of the board of directors of the North American Pet Food Institute. Mr. Harris joined Carnation Company in 1974 and joined Nestle in 1984 after it acquired Carnation, retiring after a 39-year career at the combined company. Mr. Harris serves on the boards of directors of the California State University, Northridge Foundation and the Advocates Pro Golf Association Tour.

Bernardo V. Hees

We believe that Mr. Hees’ broad range of public board experience, turnaround acumen, supply chain expertise and executive leadership abilities make him an ideal candidate for the Board. Mr. Hees previously served as the Chief Executive Officer of The Kraft Heinz Company (NASDAQ: KHC), Chief Executive Officer of H.J. Heinz Holding Corporation, Chief Executive Officer of Burger King Worldwide Holdings, Inc., a subsidiary of Restaurant Brands, Inc. (NYSE: QSR), and Burger King Worldwide, Inc., also a subsidiary of Restaurant Brands. Most recently, he served as partner at 3G Capital Inc. His prior logistics experience includes serving in various roles for América Latina Logística, the largest full-service logistics provider in Latin America, including as Chief Executive Officer. Mr. Hees’ board experience includes currently serving as the Executive Chairman of the board of directors for Avis Budget Group, Inc. (NASDAQ: CAR), and as a member of the board of directors of Bunge Limited (NYSE: BG), a global agribusiness and food company, and HPX Corp. (NYSE: HPX), a special purpose acquisition company. He previously served on the board of directors for Burger King Inc.

David A. Toy

We believe Mr. Toy’s extensive food industry leadership experience and multi-functional corporate and financial background make him an ideal director candidate for the Board. Mr. 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. 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. Prior to that, he held a variety of positions at The Kraft Heinz Company (NASDAQ: KHC), one of the largest food and beverage companies in the world, including as President, US Foodservice. His other experience includes corporate planning and financial roles at Lexmark International, Inc. and Eastman Chemical Company (NYSE: EMN). Mr. 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.

We acknowledge that asking our fellow stockholders to replace a majority of the existing Board members is a significant request, and it is not one we have undertaken lightly. While we think that this level of cultural change is necessary for the Company to succeed over the long term, we are also confident that this change can be made without material disruption to the Company’s business. As one the Company’s largest stockholders, we would not be undertaking this campaign if we did not believe change would ultimately improve the Company’s relationships with its customers, suppliers, employees and other stakeholders, and ultimately drive value. If elected, our nominees, subject to their fiduciary duties, are committed to implementing a comprehensive turnaround plan aimed at unlocking the full potential of USFD. We look forward to publicly releasing a comprehensive turnaround plan over the coming weeks and months. While we have confidence that our director nominees’ plans for USFD will put the Company on the right path towards substantial stockholder value creation, there can be no assurance that the implementation of this comprehensive turnaround plan will ultimately enhance stockholder value. In the event that our director nominees comprise less than a majority of the Board following the Annual Meeting, there can be no assurance that any actions or changes proposed by our director nominees, including the implementation of any turnaround plan, will be adopted or supported by the Board.

There are currently ten (10) directors serving on the Board, all of whom have terms expiring at the Annual Meeting. Through the attached Proxy Statement and enclosed GOLD proxy card, we are soliciting proxies to elect only our seven (7) nominees. Accordingly, the enclosed GOLD proxy card does not confer voting power with respect to any of the Company’s director nominees. You can only vote for the Company’s director nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications, and other information concerning the Company’s director nominees.

We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD proxy card today. The attached Proxy Statement and the enclosed GOLD proxy card are first being furnished to stockholders on or about ____________, 2022.

If you have already voted for the incumbent management slate, you may change your vote by signing, dating and returning a later dated GOLD proxy card or by voting in person at the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact Innisfree M&A Incorporated, which is assisting us, at its address and toll-free number listed below.

Thank you for your support,

/s/ Scott D. Ferguson

Sachem Head LP

Scott D. Ferguson 

PRELIMINARY COPY SUBJECT TO COMPLETION

DATED MARCH 17, 2022

2022 ANNUAL MEETING OF STOCKHOLDERS

OF

US FOODS HOLDING CORP.

_________________________

PROXY STATEMENT
OF
SACHEM HEAD LP
_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

Sachem Head LP (“SH”), Sachem Head Master LP (“SHM”), SH Sagamore Master VIII Ltd. (“SH Sagamore”), 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”) and Scott D. Ferguson (collectively, “Sachem Head” or “we”) are significant stockholders of US Foods Holding Corp., a Delaware corporation (“USFD” or the “Company”), who, together with the other participants in this solicitation, beneficially own an aggregate of 19,434,852 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, representing approximately 8.7% of the outstanding shares of Common Stock.

We are seeking to elect a slate of seven (7) nominees to the Company’s Board of Directors (the “Board”) because we believe that the Board must be significantly reconstituted to reverse the Company’s significant underperformance under current leadership. We have nominated a slate of highly qualified and capable candidates with relevant backgrounds and industry experience who we believe, if elected, will bring the talented leadership and responsible oversight necessary to implement a successful turnaround of USFD. We are seeking your support at the annual meeting of stockholders scheduled to be held on [ ], at [ ] [ ].m., local time at [ ] (including any and all adjournments, postponements, continuations or reschedulings thereof, or any other meeting of stockholders held in lieu thereof, the “Annual Meeting”) for the following:

Sachem Head believes the terms of all ten (10) directors (including the one (1) director elected solely by holders of the Series A Preferred Stock (as defined below) voting as a separate class) currently serving on the Board expire at the Annual Meeting. This Proxy Statement is only soliciting proxies to elect the Nominees. Accordingly, the enclosed GOLD proxy card does not confer voting power with respect to any of the Company’s director nominees. You can only vote for the Company’s director nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications, and other information concerning the Company’s director nominees.

The participants in this solicitation intend to vote their shares (the “Sachem Head Group Shares”) FOR the election of the Nominees, [FOR / AGAINST] the approval of the advisory vote on the compensation paid to the Company’s named executive officers and [FOR / AGAINST] the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2022.

While we currently intend to vote all of the Sachem Head Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Sachem Head Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the Sachem Head Group Shares for some or all of the Company’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that by voting the Sachem Head Group Shares we could help elect the Company nominee(s) that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Voting Stock (as defined below) represented by the enclosed GOLD proxy card will be voted at the Annual Meeting as marked.

The Company has set the close of business on [ ], 2022 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). The mailing address of the principal executive offices of the Company is 9399 W. Higgins Road, Suite 100, Rosemont, Illinois 60018.

According to the Company’s proxy statement, holders of record of shares of Common Stock and the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”, and together with the Common Stock, the “Voting Stock”), as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock and Series A Preferred Stock (on a fully converted basis) vote together as a single class with respect to the proposals set forth above at the Annual Meeting. Each outstanding share of Voting Stock is entitled to one vote on each such matter to be voted upon at the Annual Meeting. Holders of the Series A Preferred Stock are also entitled to a separate class vote with respect to the election of one director to the Board designated by KKR Fresh Aggregator L.P. and KKR Fresh Holdings L.P. (collectively, the “KKR Parties”) under the terms of an Investment Agreement, dated as of April 21, 2020 (the “Investment Agreement”), a matter for which we are not seeking your proxy to vote.

According to the Company’s proxy statement, on the Record Date, there were [ ] shares of Common Stock issued and outstanding and [ ] shares of Series A Preferred Stock issued and outstanding.

THIS SOLICITATION IS BEING MADE BY SACHEM HEAD AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH SACHEM HEAD IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

SACHEM HEAD URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING, AND RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting—This Proxy Statement and our GOLD proxy card are available at

www.[_____________________].com

IMPORTANT

Your vote is important, no matter how few shares of Voting Stock you own Sachem Head urges you to sign, date, and return the enclosed GOLD proxy card today to vote FOR the election of the Nominees and in accordance with Sachem Head’s recommendations on the other proposals on the agenda for the Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the Company’s proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our seven (7) Nominees only on our GOLD proxy card. So please make certain that the latest dated proxy card you return is the GOLD proxy card.

BACKGROUND OF THE SOLICITATION

The following is a chronology of material events leading up to this proxy solicitation:

REASONS FOR THE SOLICITATION

Sachem Head beneficially owns approximately 8.7% of US Foods’ Common Stock, making us one of the Company’s largest stockholders. We have been stockholders in the Company since 2018 and believe significant change is needed for the Company to fulfill its long-term potential. We take no pleasure in publicly criticizing companies or directors and generally work toward negotiated settlements that are in the long-term interests of all stakeholders. However, in this instance, we believe a proxy contest is the last option available to us to protect the interests of our fellow stockholders.

As the industry and business normalize following the COVID-19 pandemic, we believe a new culture of accountability is required at US Foods, and that change must start in the boardroom. While we do not question the individual accomplishments of the Company’s current directors, our engagement with the Company has led us to believe that a significant Board refreshment is necessary to create an environment in which Company management is held accountable. We believe our Nominees have the skills, experience and alignment to ensure this happens and to drive the best long-term outcome for all stakeholders.

We acknowledge that asking our fellow stockholders to replace a majority of the existing Board is a significant request, and it is not one we have undertaken lightly. While we think that this level of cultural change is necessary for the Company to succeed over the long term, we are also confident that this change can be made without material disruption to the Company’s business and will ultimately improve the Company’s relationships with its customers, suppliers, employees and other stakeholders.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD.

The Board Has Overseen Significant Stock Price Underperformance Since the Company’s IPO

The Company’s underperformance relative to its peers and the broader market with respect to total shareholder return is evident over nearly every relevant time period prior to the public announcement of our nominations at the Company.

We Believe There is a Significant Opportunity for Operational Improvement

US Foods has consistently trailed the domestic business¹ of Sysco Corporation (“Sysco” or “SYY”) in terms of operational execution. In the past, management has indicated that US Foods has a 200 basis point margin gap versus Sysco’s domestic business, and has suggested that approximately 75% of the gap could be closed over time.² We believe that this implies an opportunity to increase adjusted EBITDA by approximately $450 million. US Foods emphasized supply chain efficiency at its 2018 Investor Day and has discussed the margin opportunity with investors repeatedly since then but little progress has been made in addressing the problem. Market consensus estimates now expect the margin gap to widen in the coming years.

Since our engagement with US Foods began, it appears that the Company’s leadership is no longer willing to publicly address questions from investors about the margin gap, but we believe that the progress on this metric (or lack thereof) is a key performance indicator for the current leadership team. We believe that with the proper oversight from a Board with the right expertise, the Company can succeed in closing a significant portion of the addressable margin gap in the coming years.

¹ Sysco US Foodservice Operations, SYGMA and Other divisions with a corporate overhead allocation based on percentage of revenue.

² See management commentary at the Barclays Eat, Sleep, Play Conference in December 2017 and similar comments three years later at the ICR Conference in January 2021 (noting that, with respect to the margin gap, “nothing has changed”).

Under the Company’s Current Leadership, There Has Been Significant Disruption in a Mission-Critical Executive Role and Business Function

We believe that turnover in key leadership positions on the Company’s operations team has hampered management’s ability to make material improvements in operational efficiency. Since its initial public offering in 2016, the Company has had four different Chief Supply Chain Officers, in addition to a year-long period during the depths of the COVID-19 pandemic when there was no full-time supply chain executive serving in this critical role. This level of turnover in a key leadership position is compounded by the fact that the Company’s Chief Executive Officer had little background in supply chain management prior to joining US Foods.

We believe that much of the turnover in the Company’s supply chain organization has been driven by management’s unwillingness to give the supply chain team the authority to implement even the basic steps necessary to make the Company’s operations comparable with its peers, let alone make it a best-in-class operator. We believe this leads to frustration within the executive ranks and explains the frequent departures in this position, as talented executives leave the Company for other opportunities where their skills are more highly valued.

While the COVID-19 pandemic has been a challenging period for the industry and obviously shifted investor focus in the sector – first to liquidity and then to volume recovery – the industry is now pivoting to a focus on efficiency and operating performance as the entire sector faces a difficult labor and supply chain environment. We believe these challenges amplify the need for US Foods to be as efficient and crisp in its execution as possible.

Poor Capital Allocation Decisions Have Contributed to Value Destruction for Stockholders

Under its current leadership, US Foods has been plagued by value-destructive M&A. For example, in 2018, the Company announced the purchase of Services Group of America (“SGA”), a foodservice provider in the Northwest United States. Despite what we viewed at the time as reasonable strategic logic behind the deal, we believe the Company paid a very full price for the SGA assets but received very little in connection with divestitures required to receive regulatory approval, selling approximately 17% of purchased EBITDA in the transaction at approximately 4x EBITDA. After accounting for these divestments, the SGA assets were purchased for approximately 18x pre-synergy EBITDA.

The Smart Foodservice deal, announced in March 2020 and closed a month later, is another example of poor capital allocation by current Company leadership. When the deal was agreed to, the world was already experiencing the early stages of the COVID-19 pandemic, with restaurant sales seeing large declines in Europe and early declines in the United States. We believe a disciplined leadership team would have known that it was not the right time to engage in a large-scale acquisition, much less at the full price the Company agreed to pay. Less than two months after the deal was announced, the Company chose to fund a portion of the transaction in a dilutive preferred equity transaction at a time of severely depressed valuations across the equity capital markets. This dilution, which common stockholders are still paying for today, would not have been necessary without the poorly timed Smart Foodservice transaction.

These capital allocation missteps have resulted in significant value destruction for common stockholders and is reflected in the continued underperformance of US Foods’ Common Stock relative to its industry peers and the broader indices.

The Company Has Reduced and Missed Guidance in the Past and Has Set Underwhelming Goals for the Future

In February 2018, the Company released its initial guidance with respect to key performance metrics, including Case Growth, Net Sales Growth, and Adjusted EBITDA Growth. On its July 2018 earnings call only a few months later, the Company reduced its guidance and the Common Stock lost approximately 17.5% of its value in a single day. Accounting for 2019 actual performance and assuming that the Company had achieved its pre-pandemic 2020 guidance issued in February 2020, we believe that the Company would still have underperformed its 2018 three-year EBITDA target by approximately 10%. To be clear, this underperformance does not include the impact of the COVID-19 pandemic.

Given the material impact that the COVID-19 pandemic had on both the Company and the industry in 2020 and 2021, we think it is appropriate to focus next on the Company’s guidance issued in February 2022 for the fiscal year 2022 and its long-term guidance through fiscal year 2024.

We believe that achieving US Foods’ new 2022 guidance would still be a disappointing result relative to Sysco. The midpoint of the Company’s 2022 adjusted EBITDA guidance is $1.25 billion, which implies a decrease of approximately 14% relative to the Company’s pro forma adjusted EBITDA of $1.45 billion for 2019. Analysts expect Sysco to grow adjusted EBITDA in calendar year 2022 versus calendar year 2019, suggesting that the Company will significantly underperform Sysco on a relative basis in 2022.

We believe that the Company’s long-term guidance still falls significantly short of the Company’s full potential. The Company’s adjusted EBITDA forecast for 2024 of $1.7 billion implies a compound annual growth rate of approximately 3% versus its pro forma 2019 results, with a normalized historical growth of approximately 6-7% thereafter. We believe the Company’s plan does not reflect the significant change that we believe is necessary for the Company to achieve its full potential.

We Believe US Foods’ Track Record of Failure Has Destroyed Its Credibility With Investors

After years of watching the Company’s current leadership (1) fail to execute on margin opportunities, (2) fail to address the turmoil in its supply chain organization, (3) fail to make good capital allocation and funding decisions and (4) fail to maintain reasonable earnings guidance and meet it, we believe investors no longer trust that US Foods will ever make good on its promises. This lack of faith in management is reflected in the Company’s industry-low valuation. Despite substantially similar business models and leverage levels on fully recovered market consensus CY2023 estimates, on the trading day prior to our nominations, US Foods traded at approximately 13x earnings per share, while Sysco traded at approximately 19x earnings per share. We believe that the Company’s multiple discount to Sysco will persist until real change occurs and the Company regains the trust of the investing public.

The Board Refused to Acknowledge the Problem with the Company’s Substantial Stock Price and Operational Underperformance in Response to Our Efforts to Constructively Engage

After years of disappointment with the Company’s performance, we engaged Bernardo Hees in 2021 to advise us on operational improvements that might be possible at US Foods. Over the course of six months, we worked with Mr. Hees to develop ideas for the Company that would help increase efficiency, close the margin gap, improve the customer experience and retain key members of the executive team. By taking such actions, which we intend to share with stockholders in more depth over the coming weeks, we believe that the Company can create significant value for its stockholders and benefit the Company’s customers, suppliers, employees and other stakeholders.

When we filed our initial Schedule 13D in October 2021, we asked for an opportunity to present our ideas to management and members of the Board, and expressed our strong preference to negotiate a mutually agreeable solution in private, informing the Company’s leadership that we wanted to work with the current Board and management team, not replace them. We suggested an executive role for Mr. Hees modeled after the highly successful Executive Chairman position he currently holds at Avis Budget Group Inc. With this arrangement, we felt that US Foods could benefit from Mr. Hees’ best-in-class operating and supply-chain expertise, combined with Mr. Satriano’s experience in marketing and brand management. Above all, we made clear that we were not advocating for Mr. Hees or anyone else to step into the Chief Executive Officer role.

While the Company eventually offered to name a Sachem Head representative and a mutually agreeable director to the existing ten-person Board, we declined because we did not think that outcome would sufficiently drive the significant changes required to achieve the Company’s full potential. During our interactions with the Company, both public and private, it has become apparent to us that there is a deep-seated resistance to real change at US Foods, and, in fact, a lack of acknowledgement that there is even a problem.

We Continue to Have Concerns with the Company’s Corporate Governance Practices

Despite some of the recent actions taken by the Board, such as the separation of the Chair and CEO roles, which we urged the Board to consider, we continue to have concerns with various aspects of the Company’s governance structure. Specifically, stockholders are prohibited from taking action by written consent, are barred from calling special meetings, and cannot fix the number of directors or fill vacancies on the Board, which we believe severely limits the ability of stockholders to effect change at US Foods. For a Company that has repeatedly discussed its commitment to good corporate governance in recent times, it is surprising that the Board has apparently failed to implement two of the most important stockholder rights – the ability to act by written consent and the ability to call a special meeting – both of which are widely considered best-in-class corporate governance practices. While the Board has touted its commitment to best practices of corporate governance, actions speak louder than words, and we are struck by the Board’s use of US Foods’ corporate machinery to insulate itself from the Company’s stockholders.

We are Confident Change in the Boardroom Can Unlock the Significant Value Opportunity at US Foods

Over the next few years, there is a significant opportunity for US Foods to improve operational execution, resulting in adjusted EBITDA margins closer to Sysco’s domestic business. We believe that these operational improvements can be completed over time and without a material impact on revenue. In fact, because we believe that reliable and timely delivery with high fill rates are the most important driver of customer satisfaction, we believe operational improvements may even enhance revenue growth over time as operations run more efficiently. Ultimately, we believe better execution will improve the Company’s relationships with customers and suppliers – but this will require a Board that is willing to acknowledge the problem, help identify solutions and hold management accountable to stockholders.

We have nominated an accomplished slate of nominees with extensive operational experience in key areas of relevance. These Nominees will bring desperately needed skills, experience and alignment to the US Foods Board. Most importantly, we believe our Nominees will create a culture of accountability at the Company and re-establish credibility with the Company’s stockholders, the true owners of the Company, and the market more generally.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of ten (10) directors (including one (1) director elected solely by holders of the Series A Preferred Stock voting as a separate class), each with a term expiring at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our seven (7) Nominees, Meredith Adler, James J. Barber, Jr., Scott D. Ferguson, Jeri B. Finard, John J. Harris, Bernardo V. Hees and David A. Toy, who, if elected at the Annual Meeting, would constitute a majority of the Board. Your vote to elect our Nominees will have the legal effect of replacing seven (7) of the ten (10) incumbent directors of the Company. If at least six (6) of our Nominees are elected, they will constitute a majority of the Board.

THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States. In addition, Mr. Hees is a citizen of Brazil.

Meredith Adler, age 67, is currently retired after having served as a Senior Equity Analyst and Managing Director at Barclays plc (NYSE: BCS), a global financial services provider, from September 2008 until July 2016. Previously, Ms. Adler served as Vice President and then Managing Director for Lehman Brothers Holdings Inc., a former global financial services firm, from 1996 to 1999 and then 1999 to 2008; Senior Vice President and then Managing Director for Chemical Banking Corporation (n/k/a JPMorgan Chase & Co. (NYSE: JPM), once the third-largest bank in the United States, from 1994 until it merged with Chase Manhattan Corporation in 1996; Vice President of Credit Suisse First Boston, Inc., the investment banking division of Credit Suisse Group AG (NYSE: CS), from 1989 to 1994; Vice President for Salomon Brothers, Inc. a former American multinational bulge bracket investment bank, from January 1989 to April 1989; and Vice President of L.F. Rothschild, a former merchant and investment banking firm, from 1986 to 1989. Ms. Adler previously served as a member of the board of directors of Performance Food Group Company (NYSE: PFGC), one of the largest food and food service distribution companies in North America, from 2016 to November 2021. Ms. Adler received her B.A. in Religion from Boston University and her M.B.A. in Finance from New York University’s School of Business.

Sachem Head believes that Ms. Adler’s deep food industry and financial experience make her an ideal director candidate for the Board.

James J. Barber, Jr., age 61, is the former Chief Operating Officer of United Parcel Service, Inc. (“UPS”) (NYSE: UPS), one of the world’s largest package delivery companies, from March 2018 to January 2020. Mr. Barber began his career as a package delivery driver for UPS. He then spent over thirty years at UPS holding roles of increasing responsibility including as President of UPS International, from May 2013 to February 2018, President of UPS Europe, from July 2011 to April 2013, District Manager, from January 2006 to July 2011, Region and District Controller, from June 1993 to December 2005, Accounting Manager, from January 1989 to May 1993, and Accounting Billing Supervisor, from June 1984 to December 1989. Mr. Barber previously served as a trustee for The UPS Foundation, and on the boards of UNICEF and the Folks Center for International Business at the University of South Carolina. He earned his Bachelor’s degree in Finance from Auburn University.

Sachem Head believes that Mr. Barber’s substantial supply chain expertise, honed as an executive over more than three decades, would be an extremely valuable addition to the Board.

Scott D. Ferguson, age 47, is the founder and managing partner of Sachem Head Capital Management LP, an investment management firm based in New York, which he started in 2012. Prior to starting Sachem Head Capital, Mr. Ferguson served as the first investment professional at Pershing Square Capital Management, L.P., an investment advisory firm, from 2001 to 2012. Prior to that, Mr. Ferguson served as a Vice President at American Industrial Partners LLC, a private equity firm, from 1999 to 2001, and as a business analyst at McKinsey & Company, a management consulting firm, from 1996 to 1999. Mr. Ferguson has served on the boards of directors of Elanco Animal Health Incorporated (NYSE: ELAN), an animal healthcare company, since December 2020, and Olin Corporation (NYSE: OLN), a chemical products manufacturer and distributor, since February 2020, and previously served as a director of Autodesk, Inc. (NASDAQ: ADSK), a design and engineering software company, from March 2016 to June 2017. Mr. Ferguson received his A.B. in Public Policy from Stanford University and his M.B.A. from Harvard Business School.

Sachem Head believes that Mr. Ferguson’s position as a significant investor in the Company and his extensive strategic, financial, entrepreneurial and corporate governance experience make him an ideal director candidate for the Board.

Jeri B. Finard, age 62, currently serves as Co-Founder and Managing Partner of Lykos Capital Partners, a boutique growth equity firm providing emerging consumer brands capital and operating expertise, a position she has held since February 2018. Previously, Ms. Finard served as President and Chief Executive Officer, North America, of Godiva Chocolatier, Inc., a Belgian chocolate maker, from 2012 to 2014; Global Brand President, of Avon Products, Inc. (n/k/a Avon International) (formerly NYSE: AVN), a global beauty products company, from 2008 to 2012; and in various roles at Kraft Foods, Inc. (n/k/a Mondelēz International, Inc. (NASDAQ: MDLZ), a multinational confectionery, food and beverage company, including as Executive Vice President and Chief Marketing Officer, from 2006 to 2007, Executive Vice President and President of the N.A. Beverages Sector Kraft Foods, from 2004 to 2006, General Manager of Kraft’s Coffee Division in 2003 and of Kraft Food’s Desserts Division, from 2000 to 2003. In connection with her role as a Managing Partner at Lykos Capital Partner, Ms. Finard currently serves as a director at each of RevAir, a company that manufactures and sells reverse-air hair dryers and straighteners, since June 2021and HEX Performance, LLC, a proprietary laundry detergent and fabric care system designed for activewear, since February 2018. She is also on the board of Raymundos Food Group, LLC, an ethnic refrigerated food company, since 2016, and serves as Board Chair at WeAre8, a media-tech platform that connects brands with consumers at scale, since January 2018. Ms. Finard previously served as a director at each of Serta Simmons Bedding, LLC, a mattress company, from 2015 to January 2020; OLLY Public Benefit Corporation, a maker of premium nutrition and wellness products, from July 2018 to June 2019; Seventh Generation, Inc., an American company that sells eco-friendly cleaning, paper, and personal care product, from 2011 to 2016; and Frontier Communications Corporation (n/k/a Frontier Communications Parent, Inc. (NASDAQ: FYBR)), an American telecommunications company, from 2005 to 2014. Ms. Finard received her B.A. in Politics from Brandeis University and her M.B.A. from Columbia Graduate School of Business.

Sachem Head believes that Ms. Finard’s food and consumer goods executive leadership experience as well as marketing and operational background would be a valuable asset to the Board.

John J. Harris, age 70, is currently retired after having served in various roles for Nestlé S.A. (OTC: NSRGY), the world’s largest food and beverage company, including as Chairman and Chief Executive Officer of Nestlé Waters, S.A., from 2007 to 2013, Chief Executive Officer Nestlé Petcare Europe, Asia, Oceania and Africa, from 2005 to 2007 and Chief Executive Officer Nestlé Petcare Europe from 2002 to 2005, Chief Worldwide Integration Officer from 2001 to 2002, President Global Petcare Strategic Business Unit, from 1999 to 2001, President of Friskies Petcare Company (n/k/a/ Nestlé Purina Petcare), a former division of Nestlé, from 1997 to 1999, Senior Vice President for Nestlé S.A., Vevey of the Nestlé Worldwide Petcare Strategic Business Unit from 1997 to 1999, Vice President and General Manager of the Friskies PetCare Division from 1991 to 1997, Vice President and General Manager of the Carnation Products Division, from 1987 to 1991, and held other various positions in both the Friskies PetCare and Carnation Products divisions, including prior to the Carnation Company’s acquisition by Nestlé S.A. in 1984, from 1974 to 1987. Mr. Harris previously served as the Chairman of the board of directors of the North American Pet Food Institute. He serves on the boards of directors of the California State University, Northridge Foundation and the Advocates Pro Golf Association Tour. Mr. Harris received his B.A. in Political Science from California State University and his M.B.A. from the University of California, Los Angeles Anderson School of Management.

Sachem Head believes that Mr. Harris’ more than three decades of experience in operational and executive roles at the world’s largest food and beverage company would be extremely additive to the Board.

Bernardo V. Hees, age 52, most recently served as partner at 3G Capital Inc., a global investment firm, from 2010 until November 2019. Mr. Hees previously served as the Chief Executive Officer of The Kraft Heinz Company (NASDAQ: KHC), one of the largest food and beverage companies in the world, from 2015 to June 2019. He served as Chief Executive Officer of H.J. Heinz Holding Corporation, from 2013 until its merger with Kraft Foods Group in 2015. Prior to that, Mr. Hees served as Chief Executive Officer of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain and subsidiary of Restaurant Brands, Inc. (NYSE: QSR) (“Restaurant Brands”), from 2010 to 2013. In Brazil, Mr. Hees served in various roles for América Latina Logística, the largest full-service logistics provider in Latin America, including as Chief Executive Officer, from 2005 to 2010, a member of the board of directors, from 2005 to 2013, Chief Operations Officer, from 2003 to 2004, Commercial Vice President, Industrial Products, from 2002 to 2003, Chief Financial Officer, from 2000 to 2002, and Logistic Analyst, from 1998 to 2000. Mr. Hees currently serves as the Executive Chairman of the board of directors for Avis Budget Group, Inc. (NASDAQ: CAR), (“ABG”), one of the world's largest car rental providers, since July 2020, having served as Non-Executive Chairman of ABG‘s board of directors, from February 2020 to June 2020, and as a member of the board of directors of Bunge Limited (NYSE: BG), a global agribusiness and food company, since December 2019. He has also served as co-founder and co-chairman of the board of directors of HPX Corp. (NYSE: HPX), a special purpose acquisition vehicle formed for the purpose of entering into a business combination with a high quality Brazilian company, since March 2020, and as a member of the board of directors of Casa & Video, a Brazilian department store chain, since January 2020. Mr. Hees previously served on the board of directors for Burger King Inc., from 2010 to 2014. Mr. Hees received his B.S. in Economics from Pontificia Universidade Catolica do Rio de Janeiro, his M.B.A. from the Warwick Business School at Warwick University, UK, and completed the Owner/President Management Program (OPM) at Harvard Business School.

Sachem Head believes that Mr. Hees’ broad range of public board experience, turnaround acumen, supply chain expertise and executive leadership abilities make him an ideal candidate for the Board.

David A. Toy, age 55, currently serves as the Chief Executive Officer of Heartisan Foods Inc., an omni-channel market leader in smoked, flavored, and kosher all-natural cheese, since June 2021. Previously, Mr. Toy served in numerous positions for Sauer Brands, Inc. (“Sauer Brands”), a manufacturer of food products, including as Chief Customer Steward, from August 2020 to June 2021, and President of Foodservice, from August 2019 to August 2020. Mr. Toy served as Chief Financial Officer for Diversey Inc., a provider of cleaning and hygiene products, from September 2017 to June 2018. Prior to that, he held a variety of positions at Kraft Heinz Company (NASDAQ: KHC), one of the largest food and beverage companies in the world, including as President, US Foodservice, from 2015 to April 2017, Group Vice President, North America Foodservice, from 2013 to 2015, Vice President, SAP Implementation and Transformation, from 2011 to 2013, and Vice President, Finance and Group Chief Financial Officer of Foodservice, from 2008 to 2011. Mr. Toy served in a number of roles for Lexmark International, Inc., a manufacturer of laser printers and imaging products, including as Vice President Finance, SAP Implementation, from 2007 to 2008, Group Chief Financial Officer, Inkjet Printers and Supplies, from 2004 to 2007, Director Corporate Planning, from 2002 to 2004, and Senior Manager, Finance, from 1999 to 2003. Prior to that, Mr. Toy served in various multi-functional roles at Eastman Chemical Company (NYSE: EMN), a global specialty materials company, from 1991 to 1999. Mr. 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, since August 2021. Mr. Toy received his B.A. in Business Economics from the College of Wooster and his M.B.A. in Management from the Owen Graduate School of Management at Vanderbilt University.

Sachem Head believes that Mr. Toy’s extensive food industry leadership experience and multi-functional corporate and financial background make him an ideal director candidate for the Board.

The principal business address of each of Mses. Adler and Finard and Messrs. Barber, Harris, Hees and Toy are personal residences which have been retained in the files of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019. The principal business address of Mr. Ferguson is c/o Sachem Head Capital Management LP, 250 West 55th Street, 34th Floor, New York, New York 10019.

As of the date hereof, none of Mses. Adler or Finard or Messrs. Barber, Harris, Hees or Toy beneficially owns any securities of the Company or has entered into any transactions in securities of the Company during the past two years.

As of the date hereof, Mr. Ferguson does not directly beneficially own any securities of the Company. Mr. Ferguson, by virtue of his position as the managing partner of Sachem Head Capital and the managing member of SH Management and Sachem Head GP, may be deemed the beneficial owner of the 19,434,852 shares of Common Stock beneficially owned in the aggregate by SH, SHM, SH Sagamore and Stony Creek Master. Mr. Ferguson disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. Mr. Ferguson has not directly entered into any transactions in the securities of the Company during the past two years. For information regarding transactions in the securities of the Company during the past two years by SH, SHM, SH Sagamore and Stony Creek Master, please see Schedule I.

Sachem Head Capital, SH Management, Sachem Head GP and the Nominees (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the Group agreed to solicit proxies for the election of the Nominees to the Board at the Annual Meeting and that Sachem Head Capital and certain of its affiliates would bear all expenses incurred in connection with the Group’s activities.

Each of the Nominees may be deemed to be a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the Nominees specifically disclaims beneficial ownership of shares of Common Stock that he or she does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

Sachem Head Capital has entered into an Engagement and Indemnification Agreement with each of the Nominees (other than Messrs. Hees and Ferguson) (each, a “Nominee Agreement” and collectively, the “Nominee Agreements”) pursuant to which Sachem Head Capital agreed to pay each Nominee $50,000 upon the mutual execution of the Nominee Agreement by the Nominee and Sachem Head Capital and, if the Nominee serves on SH’s slate of nominees for election at the Annual Meeting and does not withdraw, an additional $50,000 upon the earlier to occur of (i) the Nominee’s election to the Board by the Company’s stockholders, (ii) the Nominee’s appointment to the Board pursuant to an agreement between the Company and Sachem Head Capital or (iii) the Nominee not being elected as a director of the Company following the conclusion of Sachem Head Capital’s solicitation of proxies to elect the Nominees.

Sachem Head Capital has entered into a separate Engagement and Indemnification Agreement with Mr. Hees (the “Hees Agreement”) pursuant to which Sachem Head Capital agreed to pay Mr. Hees an initial payment (the “Tranche One Payment”) if Mr. Hees serves as a Nominee, which payment would vest on the earliest to occur of (i) Mr. Hees’ election to the Board, (ii) Mr. Hees’ appointment to the Board in connection with an agreed settlement between Sachem Head Capital and the Company or (iii) the date which is five (5) business days after the date of the Annual Meeting in the event Mr. Hees has not been elected or appointed to the Board pursuant to an agreed settlement between Sachem Head Capital and the Company. The Tranche One Payment is defined in the Hees Agreement to mean the amount obtained by multiplying (i) the product of (x) the average of the selling prices of the Company’s shares of Common Stock during the five-day period beginning on May 10, 2021, weighted based on the volume of trading of the Company’s shares of Common Stock on each trading day during such period (the “Tranche One Initial Value”) by (y) 50,000, and (ii) a quotient (expressed as a percentage) of (x) the average of the selling prices of the Company’s shares of Common Stock beginning on November 16, 2023 and ending on December 15, 2023, weighted based on the volume of trading of the Company’s shares of Common Stock on each trading day during such period (the “End Value”) minus the Tranche One Initial Value over (y) the Tranche One Initial Value.

Pursuant to the Hees Agreement, Sachem Head Capital agreed to pay Mr. Hees a second payment (the “Tranche Two Payment”) if Mr. Hees commenced service on the Board following (i) Mr. Hees’ appointment by the Company to the Board in connection with an agreed settlement between Sachem Head Capital and the Company or (ii) Mr. Hees’ election to the Board as a Nominee at the Annual Meeting, which payment would vest on December 15, 2023, subject to certain exceptions for Mr. Hees’ earlier resignation from the Board or refusal to serve or stand for re-election thereto or the termination of the Hees Agreement for cause. The Tranche Two Payment is defined in the Hees Agreement to mean the amount obtained by multiplying (i) $10 million by (ii) a quotient (expressed as a percentage) of (x) the End Value minus $50 (the “Tranche Two Initial Value”), over (y) the Tranche Two Initial Value.

Pursuant to each of the Nominee Agreements and the Hees Agreement, Sachem Head Capital agreed to indemnify each Nominee (other than Mr. Ferguson) against claims arising from the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting and any related matters; provided that the indemnification obligations provided thereunder will not apply to any event or occurrence relating to or directly or indirectly arising out of the Nominee’s service as a director of the Company, if elected.

Sachem Head believes that each Nominee presently is, and if elected as a director of the Company, each Nominee would qualify as, an “independent director” within the meaning of (i) applicable NYSE listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Sachem Head acknowledges that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, Sachem Head acknowledges that if any Nominee is elected, the determination of such Nominee’s independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

As stated in his biography above, Mr. Toy was previously employed by Sauer Brands until June 2021. As a manufacturer of food products, Sauer Brands makes sales to national food distributors, including the Company, which likely exceed the threshold for transactions requiring disclosure pursuant to Item 404 of Regulation S-K under the Exchange Act. However, as a former employee, Mr. Toy is not aware of, and does not have access to, the details with respect to any such transactions between Sauer Brands and the Company, but expects that such information is within the Company’s possession.

As stated in his biography above, Mr. Hees previously served as Chief Executive Officer of América Latina Logística (n/k/a Rumo S.A.), from 2005 until his departure in 2010 to become a partner at 3G Capital Inc. in New York City, and continued to serve as a member of its board of directors until 2013. In 2019, Mr. Hees entered into a voluntary settlement agreement with the Securities and Exchange Commission of Brazil (“CVM”) related to accounting disputes with respect to América Latina Logística’s interim and annual financial statements for periods between June 2010 and September 2012 (as more fully described in the CVM opinion pertaining to CVM Proceeding SEI No. 19957.010176/2018 36), which CVM alleged Mr. Hees was partially responsible for. Mr. Hees admitted no wrongdoing, and paid a fine in connection with such settlement and the matter was resolved.

Other than as stated herein, there are no arrangements or understandings between or among any of the participants in this solicitation or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting. None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

If Sachem Head is successful in obtaining stockholder approval for the election of five (5) or more of the Nominees at the Annual Meeting, then a change of control of the Board may be deemed to have occurred under certain of the Company’s material contracts.  Based on a review of the Company’s material contracts and agreements, such a change of control may trigger certain change of control provisions or payments contained therein as described below.

Pursuant to the Company’s 2016 Omnibus Incentive Plan (the “2016 Plan”), 2019 Long Term Incentive Plan (the “2019 Plan”), Amended and Restated Employee Stock Purchase Plan (the “ESPP”) and the form of Amended and Restated Severance Agreements (the “Severance Agreements”), a change in control occurs, among other things, if individuals who are “Incumbent Directors”, which term means any member of the Board who was such a member at the beginning of any twelve (12) month period and any person becoming a director subsequent to the date of the 2016 Plan, 2019 Plan, ESPP or Severance Agreements, as applicable, whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of such members then on the Board, cease to constitute at least a majority of the Board; provided, however, that any person whose initial assumption of office was as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall not be considered an Incumbent Director.

In the event that Sachem Head is successful in electing five (5) or more of the Nominees at the Annual Meeting, a change of control under the 2016 Plan could be triggered. Under the 2016 Plan, a change in control would accelerate the vesting and exercisability of all equity awards thereunder unless (i) immediately prior to such change in control such equity awards would otherwise be continued, converted, assumed, or replaced by the Company or a successor entity or (ii) the event giving rising to the change in control does not satisfy the definition of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and any successor thereto (the “Code”). The outstanding equity awards under the 2016 Plan will not be effected and the vesting or exercisability of such equity awards will be continued in the event five (5) or more of the Nominees are elected at the Annual Meeting.

In the event that Sachem Head is successful in electing five (5) or more of the Nominees at the Annual Meeting, a change of control under the 2019 Plan could be triggered. Under the 2019 Plan, a change in control would accelerate the vesting and exercisability of all equity awards thereunder unless (i) the Compensation Committee of the Board provides for the acceleration or continuation of the vesting or exercisability of such equity awards upon or after a change in control or (ii) the event giving rising to the change in control does not satisfy the definition of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code. The outstanding equity awards under the 2019 Plan will not be effected and the vesting or exercisability of such equity awards will be continued in the event five (5) or more of the Nominees are elected at the Annual Meeting.

In the event that Sachem Head is successful in electing five (5) or more of the Nominees at the Annual Meeting, a change of control under the ESPP could be triggered. Under the ESPP, a change in control would grant the Board sole discretion to (i) provide that any rights to acquire shares of Common Stock of the Company under the ESPP (“Purchase Rights”) shall be assumed or equivalent Purchase Rights shall be substituted by the Company or a successor entity, (ii) establish a date prior to the consummation of such change in control on which all outstanding Purchase Rights shall be deemed exercised or (iii) cancel and return to the holders of Purchase Rights their after-tax payroll deductions in connection with such cancelled Purchase Rights.

In the event that Sachem Head is successful in electing five (5) or more of the Nominees at the Annual Meeting, a change of control under the Severance Agreements could be triggered, however, the change in control provisions under the Severance Agreements are double-trigger provisions, meaning that a change in control in and of itself does not trigger any payments or benefits under the Severance Agreements, but rather there would also need to be a qualifying termination of the affected executives or resignation for “good reason” before any additional or accelerated obligations are triggered. Specifically, under the Severance Agreements, executive officers are entitled to change in control payments and severance benefits in the event that there is a change in control of the Company and, within eighteen (18) months after the change in control, either the executive resigns for good reason or the executive experiences an involuntary termination of employment for reasons other than cause.

Pursuant to the Company’s Form of Director Indemnification Agreement (the “Indemnification Agreement”), a change in control occurs, among other things, if individuals, who at the beginning of any period of two (2) consecutive years commencing from and after the date the Board approved the Indemnification Agreement, constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. In the event that Sachem Head is successful in electing five (5) or more of the Nominees at the Annual Meeting, a change in control under the Indemnification Agreement could be triggered. Under the Indemnification Agreement, the Company indemnifies its directors and executive officers, and in the event of a change in control, to determine the right to an indemnification payment, such request is determined by independent counsel selected by the indemnitee and approved by the Company.

Sachem Head has not independently verified if the copies of the agreements publicly filed by the Company with the SEC and discussed above (collectively, the “Company Agreements”) are the same as the actual executed copies of the agreements, and the analyses above are based on our review of the Company’s public SEC filings. While we are not aware of any, there may be other agreements that may be triggered by a change in control in connection with the nomination and/or election of the Nominees. The discussion of the potential impact of the nomination is based entirely upon our review of the Company Agreements.  Notwithstanding the foregoing, Sachem Head would expect the Board, consistent with its fiduciary duties, to take any and all action necessary to render inapplicable any change in control provision that would be triggered by the nomination and/or election of the Nominees under the Company Agreements, as necessary and to the extent applicable and permitted.

We do not expect that any of the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve, the shares of Voting Stock represented by the enclosed GOLD proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, shares of Voting Stock represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE NOMINEES ON THE ENCLOSED GOLD PROXY CARD

PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As discussed in further detail in the Company’s proxy statement, as required by Section 14A of the Exchange Act, the Company is asking stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. Accordingly, the Company is asking stockholders to vote for the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation” in this proxy statement.”

As disclosed in the Company’s proxy statement, the vote on this proposal is advisory and non-binding on the Company and the Board and its committees, however the Company will consider the outcome of the vote when making future executive compensation decisions.

[WE MAKE NO RECOMMENDATION] WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES [“FOR”/“AGAINST”] THIS PROPOSAL.

PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in the Company’s proxy statement, the Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2022. The Company is submitting the appointment of Deloitte & Touche LLP for ratification at the Annual Meeting.

The Company has disclosed that if stockholders fail to ratify the selection, the fiscal 2022 appointment will remain unchanged, but the Audit Committee will consider the outcome of the vote on this proposal in determining whether it will appoint Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2023.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES [“FOR”/“AGAINST”] THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

As discussed in further detail in the Company’s proxy statement, holders of Common Stock and Series A Preferred Stock (on a fully converted basis) vote together as a single class on all matters at the Annual Meeting, other than the election of the one (1) director candidate designated by the KKR Parties for election to the Board. Stockholders who sell their shares of Voting Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Voting Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Voting Stock after the Record Date.

Shares of Voting Stock represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees, [FOR / AGAINST] the advisory vote on executive compensation and [FOR / AGAINST] the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2022, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

The Board is currently composed of ten (10) directors (including one (1) director elected solely by holders of the Series A Preferred Stock voting as a separate class), each with terms expiring at the Annual Meeting. According to the Company’s proxy statement for the Annual Meeting, the current Board intends to nominate ten (10) candidates for election at the Annual Meeting, including one (1) nominee designated by the KKR Parties pursuant to the Investment Agreement. This Proxy Statement is soliciting proxies to elect only our Nominees. Accordingly, the enclosed GOLD proxy card does not confer voting power with respect to the Company’s nominees. The participants in this solicitation intend to vote the Sachem Head Group Shares in favor of the Nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees.   In the event that any of the Nominees are elected, there can be no assurance that the Company nominees who get the most votes and are elected to the Board will choose to serve on the Board with the Nominees who are elected.

While we currently intend to vote all of the Sachem Head Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Sachem Head Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the Sachem Head Group Shares for some or all of the Company’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that by voting the Sachem Head Group Shares we could help elect the Company nominee(s) that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed GOLD proxy card will be voted at the Annual Meeting as marked.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Voting Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting under the Bylaws and Delaware law. For the Annual Meeting, the presence in person or by proxy of the holders of a majority of the voting power of the shares of Voting Stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting; provided, however, that where a separate vote by a class or series is required, such as the election of the director designated by the KRR Parties by the holders of the Series A Preferred Stock, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to such matter.

Abstentions or withheld votes are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.

If you are a stockholder of record, you must deliver your vote by mail or attend the Annual Meeting in person and vote in order to be counted in the determination of a quorum.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. As a result of our nomination of the Nominees, the director election at the Annual Meeting will be contested, so with respect to the nine (9) seats to be filled by the Voting Stock voting together as a single class, the nine (9) nominees for such seats receiving the highest vote totals will be elected as directors of the Company. In order to be elected, the one (1) director designated by the KKR Parties must receive more votes cast “For” his election than votes cast “Against” his election (with holders of Series A Preferred Stock voting separately as a class). Abstentions, withhold votes and broker non-votes will have no effect on the outcome of the election of directors.

Advisory Vote on Executive Compensation – According to the Company’s proxy statement, the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers requires the approval of a majority of the voting power of the shares of Voting Stock present in person or by proxy and entitled to vote at the Annual Meeting. The Company has further disclosed that abstentions will have the same effect as votes “Against” the proposal and any broker non-votes will have no effect on the outcome of this proposal.

Ratification of the Appointment of Accounting Firm ─ According to the Company’s proxy statement, the proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022 requires the affirmative vote of a majority of the voting power of the shares of Voting Stock that are present or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote “Against” the proposal and any broker non-votes will have no effect on the outcome of this proposal.

Under applicable Delaware law, none of the holders of Voting Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your GOLD proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Sachem Head’s recommendations specified herein and in accordance with the discretion of the persons named on the GOLD proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although, attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Sachem Head in care of Innisfree at the address set forth on the back cover of this Proxy Statement or to the Secretary of the Company at 9399 W. Higgins Road, Suite 100, Rosemont, Illinois 60018 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Sachem Head in care of Innisfree at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Innisfree may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Sachem Head. Proxies may be solicited by mail, facsimile, telephone, Internet, electronic mail, in person and by advertisements.

Sachem Head has retained Innisfree for solicitation and advisory services in connection with this solicitation, for which Innisfree will receive a fee not to exceed $1,000,000, together with reimbursement for its reasonable out-of-pocket expenses and performance fees, and will be indemnified by Sachem Head against certain liabilities and expenses, including certain liabilities under federal securities laws. Innisfree will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Sachem Head has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. Sachem Head will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. In addition, directors, officers, members and certain other employees of Sachem Head may solicit proxies as part of their duties in the normal course of their employment without any additional compensation. The Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees. It is anticipated that Innisfree will employ approximately 45 persons to solicit stockholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Sachem Head. Costs of this solicitation of proxies are currently estimated to be approximately $[________] (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Sachem Head estimates that through the date hereof its expenses in furtherance of, or in connection with, the solicitation are approximately $[_______]. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any solicitation. Sachem Head may seek reimbursement from the Company of all expenses it incurs in connection with this solicitation but does not intend to submit the question of such reimbursement to a vote of security holders of the Company. 

ADDITIONAL PARTICIPANT INFORMATION

The Nominees and the members of Sachem Head are participants in this solicitation. The principal business of each of SH, a Delaware limited partnership, SHM, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore, an exempted company incorporated under the laws of the Cayman Islands, and Stony Creek Master, an exempted company incorporated under the laws of the Cayman Islands, is investing in securities. The principal business of Sachem Head Capital, a Delaware limited partnership, is to serve as investment advisor to certain affiliated funds, including SH, SHM, SH Sagamore and Stony Creek Master. The principal business of SH Management, a Delaware limited liability company, is to serve as the sole general partner of Sachem Head Capital. The principal business of Sachem Head GP, a Delaware limited liability company, is to serve as the general partner of certain affiliated funds, including SH and SHM. Mr. Ferguson is the managing partner of Sachem Head Capital and the managing member of SH Management and Sachem Head GP.

The address of the principal office of each of the members of Sachem Head is 250 West 55th Street, 34th Floor, New York, New York 10019.

As of the date hereof, SH beneficially owned 5,522,669 shares of Common Stock, including 69,000 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, SHM beneficially owned 3,586,031 shares of Common Stock, including 44,700 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, SH Sagamore beneficially owned 9,208,222 shares of Common Stock, including 98,600 shares of Common Stock underlying certain call options that are currently exercisable. As of the date hereof, Stony Creek Master beneficially owned 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 SH, SHM, SH Sagamore and Stony Creek Master, may be deemed to beneficially own the 19,434,852 shares of Common Stock beneficially owned in the aggregate by SH, SHM, SH Sagamore and Stony Creek Master. SH Management, as the general partner of Sachem Head Capital, may be deemed to beneficially own the 19,434,852 shares of Common Stock beneficially owned in the aggregate by SH, SHM, SH Sagamore and Stony Creek Master. Sachem Head GP, as the general partner of SH and SHM, may be deemed to beneficially own the 9,108,700 shares of Common Stock beneficially owned in the aggregate by SH 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 19,434,852 shares of Common Stock beneficially owned in the aggregate by SH, SHM, SH Sagamore and Stony Creek Master.

Each participant in this solicitation may be deemed to be a member of a “group” with the other participants for the purposes of Section 13(d)(3) of the Exchange Act. The Group may be deemed to beneficially own the 19,434,852 shares of Common Stock beneficially owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

The shares of Common Stock directly beneficially owned by each of SH, SHM, SH Sagamore and Stony Creek Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

As set forth on Schedule I attached hereto, SH has purchased over-the-counter American-style call options referencing (i) 55,200 shares of Common Stock, which have an exercise price of $50.00 per share and expire on December 15, 2023, and (ii) 13,800 shares of Common Stock, which have an exercise price of $40.00 per share and expire on December 15, 2023.

As set forth on Schedule I attached hereto, SHM has purchased over-the-counter American-style call options referencing (i) 35,800 shares of Common Stock, which have an exercise price of $50.00 per share and expire on December 15, 2023, and (ii) 8,900 shares of Common Stock, which have an exercise price of $40.00 per share and expire on December 15, 2023.

As set forth on Schedule I attached hereto, SH Sagamore has purchased over-the-counter American-style call options referencing (i) 96,200 shares of Common Stock, which have an exercise price of $50.00 per share and expire on December 15, 2023, and (ii) 24,100 shares of Common Stock, which have an exercise price of $40.00 per share and expire on December 15, 2023.

As set forth on Schedule I attached hereto, Stony Creek Master has purchased over-the-counter American-style call options referencing (i) 12,800 shares of Common Stock, which have an exercise price of $50.00 per share and expire on December 15, 2023, and (ii) 3,200 shares of Common Stock, which have an exercise price of $40.00 per share and expire on December 15, 2023.

As set forth on Schedule I attached hereto, SH, SHM, SH Sagamore and Stony Creak Master (collectively, the “Sachem Head Funds”) previously entered into physically settled swaps (the “Physically Settled Swaps”) referencing 6,296,930 shares of Common Stock in the aggregate that the Sachem Head Funds may have been deemed to beneficially own in the aggregate. Under the terms of each Physically Settled Swap, upon settlement, (i) a Sachem Head Fund was obligated to pay to the counterparty the specified price for the specified notional number of shares, plus interest at the rate set forth in the applicable contracts and (ii) the counterparty was obligated to deliver to a Sachem Head Fund the specified notional number of shares and to pay to a Sachem Head Fund an amount equal to dividends paid on the specified notional number of shares. The counterparties to the Physically Settled Swaps were unaffiliated third party financial institutions. On November 30, 2021, the Sachem Head Funds elected to settle the Physically Settled Swaps referencing 6,296,930 shares of Common Stock and, upon such settlement, the counterparties to such Physically Settled Swaps delivered to the Sachem Head Funds an aggregate of 6,296,930 shares of Common Stock. Upon settlement, the Sachem Head Funds were no longer parties to any Physically Settled Swaps.

The Sachem Head Funds previously entered into cash-settled total return swaps (the “Cash Settled Swaps”) referencing 9,020,800 shares of Common Stock in the aggregate. Under the terms of each Cash Settled Swap, upon settlement, (i) a Sachem Head Fund was obligated to pay to the counterparty any negative price performance of the specified notional number of shares subject to the Cash Settled Swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty was obligated to pay a Sachem Head Fund any positive price performance of the specified notional number of shares subject to the Cash Settled Swaps. Any dividends received by the counterparty on such notional shares during the term of the Cash Settled Swaps were to be paid to a Sachem Head Fund. All balances were to be settled in cash. The counterparties to the Cash Settled Swaps were unaffiliated third party financial institutions. The Cash Settled Swaps did not give the Sachem Head Funds or any of their affiliates direct or indirect voting, investment or dispositive control over any securities of Company and did not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Accordingly, the Sachem Head Funds and their affiliates disclaimed beneficial ownership of any shares that may have been referenced in the Cash Settled Swap contracts or shares of other securities or financial instruments that were held from time to time by any counterparty to the contracts. As of the date hereof, the Sachem Head Funds are no longer parties to any Cash Settled Swaps.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xii) no participant in this solicitation holds any positions or offices with the Company; (xiii) no participant in this solicitation has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the participants in this solicitation has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company.

There are no material proceedings to which any participant in this solicitation or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as otherwise disclosed in this Proxy Statement, with respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act have occurred during the past ten (10) years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Sachem Head is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Sachem Head is not aware of at a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Innisfree, at the address set forth on the back cover of this Proxy Statement, or call toll free at (877) 456-3507. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. All information relating to any person other than the Participants is given only to the knowledge of Sachem Head.

This Proxy Statement is dated [ ], 2022. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

STOCKHOLDER PROPOSALS

According to the Company’s proxy statement, proposals of stockholders intended to be included in the Company’s proxy statement and form of proxy for use in connection with the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) must be received by the Company’s Secretary at the Company’s principal executive offices at 9399 W. Higgins Road, Suite 100, Rosemont, Illinois 60018 no later than [________], and must comply with the SEC rules regarding eligibility for inclusion in the Company’s proxy statement.

According to the Company’s proxy statement, if a stockholder intends to present a proposal at an annual meeting other than by submitting a stockholder proposal for inclusion in the Company’s proxy statement for that meeting, the Bylaws require the stockholder to give notice at least 90 days, but no more than 120 days, prior to the date of the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at the 2023 Annual Meeting, such a proposal must be delivered between [___] and [____] to the Company at 9399 W. Higgins Road, Suite 100, Rosemont, IL 60018, Attention: Corporate Secretary and contain the information required by the Bylaws.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2023 Annual Meeting is based on information contained in the Company’s proxy statement for the Annual Meeting. The incorporation of this information in this Proxy Statement should not be construed as an admission by Sachem Head that such procedures are legal, valid or binding.

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CERTAIN ADDITIONAL INFORMATION

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

Sachem Head LP

_________, 2022

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS

________________________

* Trade represents a rebalancing transaction.

SCHEDULE II

The following table is reprinted from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on ________, 2022.

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Voting Stock you own, please give Sachem Head your proxy “FOR” the election of the Nominees and in accordance with Sachem Head’s recommendations on the other proposals on the agenda for the Annual Meeting by taking these three steps:

If any of your shares of Voting Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Voting Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Innisfree at the address set forth below.

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 17, 2022

US FOODS HOLDING CORP.

2022 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF SACHEM HEAD LP AND THE OTHER PARTICIPANTS IN ITS PROXY SOLICITATION

THE BOARD OF DIRECTORS OF US FOODS HOLDING CORP.
IS NOT SOLICITING THIS PROXY

P     R     O     X     Y

The undersigned appoints Scott D. Ferguson, Michael D. Adamski, Scott Winter, Steve Wolosky and Ryan Nebel, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock (the “Common Stock”) and all shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock” and together with the Common Stock, the “Voting Stock”) of US Foods Holding Corp. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2022 annual meeting of stockholders of the Company scheduled to be held on [ ], at[ ]:[ ] [ ].m., local time at [ ] (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Voting Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Sachem Head LP (“Sachem Head”) a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR ALL NOMINEES” IN PROPOSAL 1, [“FOR/AGAINST”] PROPOSAL 2 AND [“FOR/AGAINST”] PROPOSAL 3.

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Sachem Head’s solicitation of proxies for the Annual Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[X] Please mark vote as in this example

SACHEM HEAD STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE NOMINEES LISTED BELOW IN PROPOSAL 1 AND [MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSALS 2 AND 3].

Sachem Head does not expect that any of the nominees will be unable to stand for election, but, in the event any nominee is unable to serve or for good cause will not serve, the shares of Voting Stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s organizational documents and applicable law. In addition, Sachem Head has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any nominee, to the extent this is not prohibited under the Company’s organizational documents and applicable law. In any such case, shares of Voting Stock represented by this proxy card will be voted for such substitute nominee(s).

SACHEM HEAD INTENDS TO USE THIS PROXY TO VOTE “FOR ALL NOMINEES”, WHICH INCLUDES MSES. ADLER AND FINARD AND MESSRS. BARBER, FERGUSON, HARRIS, HEES AND TOY.

NOTE: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s).

DATED: ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.