Corporate Governance Expert

About the Role:

The Corporate Paralegal plays a vital role in supporting corporate governance by preparing essential documents for shareholder and board meetings, managing SEC filings, and ensuring compliance with NYSE reporting obligations. With over ten years of paralegal experience in public companies, the individual is responsible for various administrative tasks, including maintaining corporate records and assisting with financial restructurings related to securities law.

This hybrid position offers a blend of onsite and remote work, providing a dynamic work environment and the opportunity for professional growth. The role requires a high degree of organization, attention to detail, and proactivity to deliver consistent results and maintain accurate records.

Key Responsibilities:

• Coordinate preparation and distribution of shareholder, board, and committee meeting materials using Diligent, and 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, as well as 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) using Workiva and NYSE reporting obligations.
• Support quarterly dividend payments, including preparing related consents and notices, and coordinating with Treasury and the transfer agent.
• Manage documentation of corporate policies required by the SEC or NYSE, including maintaining Insider Trading Policy pre-clearance and restrictive period participant lists, and ensuring that such policies 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 equity agreement templates, deferred equity arrangements, and working with the company's stock plan administrator and transfer agent.
• Be 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 a 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 to securities law and corporate governance compliance, including setting up and populating data rooms, as needed.
• Provide other legal and administrative support to the General Counsel, Associate General Counsel, Corporate, and Assistant General Counsel, Corporate in securities law and other areas (including finance and M&A).

Requirements:

• A minimum of four-year college degree; paralegal certificate and/or relevant work experience is strongly preferred.
• Minimum ten years of related Paralegal experience, with a minimum of ten years of 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 in Microsoft Office tools (including Teams, Word, PowerPoint, Excel, etc.), Workiva, Diligent, PDF writer, and other software tools.
• 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.

Estimated Salary Range:$140,000 - $160,000 per annum, depending on experience

About the Company: US Foods, Inc. is a leading foodservice distributor serving restaurants, healthcare facilities, hotels, schools, and other institutions across the United States. Our mission is to empower our customers with the products, services, and expertise they need to succeed in a rapidly changing industry.