Corporate Governance Specialist

7 days ago

Union Grove, Alabama, United States US Foods, Inc. Full time

**Job Overview**

This is an exciting opportunity to join US Foods, Inc. as a Corporate Paralegal in our team of experienced professionals. We are seeking a highly skilled and detail-oriented individual to support our corporate governance activities, including coordinating meeting materials, drafting corporate documents, and managing compliance with SEC and NYSE regulations.

The successful candidate will have a strong background in corporate law, excellent organizational skills, and proficiency in relevant software tools. As a hybrid position, this role allows for a combination of onsite and remote work, offering the perfect balance between collaboration and flexibility.

Responsibilities:

  1. 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.
  2. 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.
  3. 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.
  4. Assist with quarterly dividend payments, including preparing related consents and notices, and coordinating with Treasury and the transfer agent.
  5. 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.
  6. 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.
  7. 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.
  8. Establish and maintain document management systems for all corporate entities, including stock certificates, minute books, and secretary of state filings.
  9. 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.
  10. Support transactions and financial restructurings related to securities law and corporate governance compliance, including setting up and populating data rooms, as needed.
  11. Drafting and executing written consents, secretary certificates, obtaining good standing certificates, etc.
  12. 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.

**Qualifications:**

  • A minimum of four-year college degree; paralegal certificate and/or relevant work experience are strongly preferred.
  • A minimum of ten years' related Paralegal experience, and at least ten years' public company and securities experience.
  • The ability to maintain accurate records, assume additional tasks, and deliver consistent results under tight deadlines.
  • Proficiency in Microsoft Office tools, including Teams, Word, PowerPoint, Excel, etc., Workiva, Diligent, PDF writer, and other software tools.
  • The professionalism, discretion, and sophistication to interact with directors and senior management while maintaining confidentiality.
  • Strong verbal and written communication skills, along with the ability to maintain a high rate of accuracy and production under deadlines in a fast-paced environment.

**Benefits and Compensation:

This role offers a competitive salary of $120,000 per year, as well as an annual incentive plan bonus and comprehensive benefits package, which may include health insurance, retirement benefits, paid time off, short-term and long-term disability, employee stock purchase plan, and life insurance. Please click here to review available benefits.

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