Good morning, and welcome to the 2026 Annual Meeting of Stockholders for US Foods Holding Corp. I would like to introduce the first presenter, David Tehle, Chair of the Board of US Foods.
Good morning, thank you for joining today's call. As the operator stated, I am the Chair of the Board of Directors, I will act as Chair of this year's Annual Meeting. I want to begin by welcoming you to US Foods' 2026 Annual Meeting of Stockholders. Consistent with prior years' annual meetings, today's meeting is being conducted in virtual format, which allows us to reach a greater number of our stockholders. On behalf of all of us at US Foods, we appreciate your interest and ongoing investment in our company, we remain committed to creating value for you, our shareholders. I would now like to acknowledge all our directors who are attending today's meeting. Our Board consists of experienced and qualified leaders who bring diverse perspectives, skills, and experiences needed to oversee the successful execution of US Foods' strategy.
Also joining us today are members of US Foods' executive team, including Dave Flitman, our Chief Executive Officer, Tim Johnson, our Chief Legal Counsel and Corporate Secretary, and Dirk Locascio, our Chief Financial Officer. Tim and Dirk have been appointed as proxies to represent stockholders at this annual meeting. Michael Neese, Senior Vice President of Investor Relations, is also in attendance. Additionally, we are joined by representatives from Deloitte & Touche, our independent registered public accounting firm, who will be available to answer any appropriate questions during the Q&A period after the meeting, and by a representative of Broadridge Financial Solutions, who has been appointed to act as the independent Inspector of Elections. With that, I would like to hand it over to our Chief Executive Officer, Dave Flitman, for a brief update on our significant progress over the last year. Dave.
Thanks, David, and thank you to all our stockholders who have joined us today. 2025 was a strong start to our new long-range plan. Through the extraordinary dedication and focus of our 30,000 associates, we continue to execute our strategy, serve our customers well, improve our safety performance, capture profitable market share, and strengthen margins. We continued to make significant progress on all four of our strategic pillars: culture, service, growth, and profit. In 2025, we grew Adjusted EBITDA 11% to a record of more than $1.9 billion and expanded Adjusted EBITDA margin by 30 basis points. At the same time, we delivered record Adjusted Earnings Per Share of $3.98. Our Adjusted EPS growth of 26% led the industry and was more than twice our double-digit Adjusted EBITDA growth rate.
We achieved these strong results despite our softer macro environment by continuing to focus on controlling the controllables, something that we've been doing very well for the past several years. These efforts include capturing incremental market share across our target customer types and executing our operational excellence and productivity initiatives. We also deployed our significant cash flow against our stated capital priorities, including repurchasing approximately $930 million of our shares and completing two small tuck-in acquisitions for more than $130 million. During the first quarter of 2026, we delivered strong results amid headwinds from severe weather, the conflict in the Middle East, rising fuel costs, and consumer sentiment declining to an all-time low in March.
Our performance speaks to the strength and resiliency of our business model and our talented team, the quality of our execution, and the value we continue to bring to our customers. We operate in a large, fragmented, and resilient industry, and we remain focused on the most attractive and profitable customer types within it: independent restaurants, healthcare, and hospitality. As we strive toward our ambition to become the undisputed best in our industry, we will continue to do what we do best: helping our customers make it every day. Thank you for your continued trust and confidence in US Foods. I will now turn it back to David to handle the formal proceedings. David.
Thank you, Dave. Turning to the business portion of today's annual meeting, it is now shortly after 8:00 A.M. Central Time on May 14th, this meeting is officially called to order. I will now ask Tim Johnson, who is serving as Secretary of this meeting, to report on our quorum and other matters. Tim.
Thanks, David. The board of directors fixed March 18th, 2026 as a record date for determining stockholders entitled to vote at this meeting. I have an affidavit of mailing from Broadridge certifying that on April 2nd, 2026, the notice of this meeting was sent to stockholders of record. Stockholder list shows that as of the record date, there were 220,242,295 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that there are represented at this annual meeting approximately 97% of all shares entitled to vote. Since this represents more than a majority of shares entitled to vote, a quorum is present for purposes of transacting business.
Before turning to the matters that will be voted upon today, I would like to mention a few housekeeping items. Please note that a copy of the agenda and the rules of conduct and procedures for this annual meeting are available in the Meeting Documents section of the virtual meeting website. If you have not yet voted or would like to change your vote, you may do so by using the voting button on the virtual meeting website. There are four items of business set forth in the notice of meeting that stockholders are being asked to vote on, details of which are set forth in our proxy statement. Proposal 1 is the election of eight directors.
The eight director nominees are Cheryl Bachelder, David Bullock, Dave Flitman, Marla Gottschalk, Andy Pforzheimer, Quentin Roach, David Tehle, and Ann Ziegler. Each director, if elected, will serve for a term expiring at the 2027 annual meeting or until their successors are duly elected and qualified. The Board unanimously recommends a vote for each of the nominees. Proposal 2 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. The Board unanimously recommends a vote for this proposal. Proposal 3 is a ratification of the appointment of Deloitte & Touche as US Foods' independent registered public accounting firm for fiscal year 2026. The Board unanimously recommends a vote for this proposal.
Proposal 4 is to approve an amendment to our certificate of incorporation to provide stockholders the right to call a special meeting at a 25% ownership threshold. The Board unanimously recommends a vote for this proposal. Now, I'll turn the floor back to you, David.
Thanks, Tim. It is now 8:07 A.M. Central Time on May 14th, 2026. The polls are now open for stockholders to vote on the proposals. If you already submitted your proxy prior to today's meeting, you do not need to vote today. If you have not yet submitted a proxy and wish to vote on these items or wish to revoke your proxy previously submitted, I will now pause before closing the polls so that you may vote using the voting button on the virtual website. Now that you have had an opportunity to vote, I now declare the polls closed. The ballots and proxies will be held in possession of the Inspector of Elections, who will count the votes. Any votes submitted online will be included in the final voting results. Tim, do you have the preliminary voting results?
Yes, we do. We've been informed by the Inspector of Elections that the ballots have been counted. Based on a preliminary count of the shares voted in person or by proxy at today's annual meeting, each director has been reelected and each proposal has passed. This concludes the formal business of the meeting. The final voting results will be disclosed in a Form 8-K filed with the SEC within four business days following this annual meeting. With that, I'll turn the meeting back over to you, David.
Thank you, Tim. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders of US Foods is now adjourned. We will now take questions from stockholders submitted through the web portal. As a reminder, we will follow the rules of conduct for the meeting for reviewing and answering questions, and we may elect to respond to a stockholder question in writing after the meeting if we deem appropriate. Tim, please let us know if there are any questions.
Thank you, David. We've received no questions at this meeting.
Thank you, Tim. We will now formally conclude our program for today. I appreciate everyone joining US Foods annual meeting, and thank you for being a US Foods stockholder.
The 2026 Annual Meeting of Stockholders of US Foods has now ended.