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Corporate Governance Specialist

1 week ago

Highland, Indiana, United States US Foods, Inc. Full time

**Job Summary:**

We are seeking a highly skilled Corporate Paralegal to join our team at US Foods, Inc. The ideal candidate will have a minimum of ten years of experience in corporate paralegal work, particularly in public companies and securities law.

The Corporate Paralegal will be responsible for managing corporate governance documentation, including SEC filings and board materials. This position emphasizes strong organizational skills and the ability to handle corporate policies and procedures, all while maintaining confidentiality and compliance with applicable laws.

**Key Responsibilities:

  • Coordinate preparation and distribution of shareholder, board and committee meeting materials utilizing Diligent, and generally support the organization of quarterly board meetings and annual shareholder meetings.
  • Prepare initial drafts of corporate resolutions, board minutes, unanimous written consents, secretary's certificates and related transactional back-up materials and similar corporate governance items.
  • Assist with all SEC filings, including periodic reports (10K, 10Q and 8K), Proxy Statements, Section 16 reports (Forms 3, 4 and 5) utilizing Workiva and NYSE reporting obligations.
  • Assist with quarterly dividend payments including preparing related consents and notices and coordinating with Treasury and the transfer agent.
  • Assist with and manage documentation of corporate policies required by the SEC or NYSE, including maintaining Insider Trading Policy pre-clearance and restrictive period participant lists, and the process of ensuring that such polices are being followed and participant lists are updated.
  • Provide support for certain SEC and NYSE requirements related to director and management equity, including drafting and maintenance of the equity agreement templates, deferred equity arrangements, and working with the company's stock plan administrator as well as the company's transfer agent.
  • Responsible for formation and dissolution of corporate entities and general subsidiary maintenance, including filing annual reports, qualifications to do business in other states, and other similar tasks.
  • Establish and maintain document management system for all corporate entities, including stock certificates, minute books, and secretary of state filings.
  • Manage Board and officer administration matters, including overseeing the payment of non-employee director compensation, preparing and recording annual Director and Officer Questionnaires, maintaining biographies and contact information, assisting with completion of reports or applications required to be completed by the Board or executive officers, etc.
  • Support transactions and financial restructurings related securities law and corporate governance compliance including setting up and populating data rooms, as needed.

**Requirements:

  • Minimum four-year college degree; paralegal certificate and/or relevant work experience strongly preferred.
  • Minimum ten years related Paralegal experience; Minimum ten years public company and securities experience.
  • Must be organized, detail-oriented, and proactive with corporate paralegal experience who will provide consistent deliverables, maintain accurate and complete records and assume other tasks as assigned by the General Counsel, Associate General Counsel, Corporate and Assistant General Counsel, Corporate.
  • Must be proficient, or able to become proficient soon after starting, in Microsoft Office tools (including Teams, Word, PowerPoint, Excel, etc.), Workiva, Diligent, PDF writer and other software tools.
  • Must have the professionalism, discretion and sophistication to interact with directors and senior management and to maintain confidentiality of critical corporate matters.
  • Must have strong verbal and written communication skills, the ability to maintain a high rate of accuracy and production under deadlines in a fast-paced environment.