Corporate Governance Specialist

2 days ago

Chicago, Illinois, United States US Foods, Inc. Full time
About the Role

We are seeking an experienced Corporate Governance Specialist to join our team at US Foods, Inc. This role will be responsible for coordinating the preparation of corporate governance materials, managing SEC filings, and supporting board meetings.

Responsibilities
  • Coordinate preparation and distribution of shareholder, board, and committee meeting materials using 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 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 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 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 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, M&A).
Requirements
  • A minimum of four-year college degree; paralegal certificate and/or relevant work experience strongly preferred.
  • A minimum of 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.
Compensation and Benefits

The estimated salary for this role is between $120,000 and $180,000 per year, depending on relevant experience and/or education, specific skills, function, geographic location, and other factors as applicable by law. Additionally, this role will receive an annual incentive plan bonus. The benefits package includes health insurance, pre-tax spending accounts, retirement benefits, paid time off, short-term and long-term disability, employee stock purchase plan, and life insurance.

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