SYY 8-K
Sysco Corp (SYY)
8-K
2026-08-20
For: 2026-08-14
View Original
Added on
August 20, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM |
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2026
_______________________
(Exact name of registrant as specified in its charter)
_________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (281 ) 584-1390
N/A
(Former name or former address, if changed since last report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On August 14, 2026, the Board of Directors (the “Board”) of Sysco Corporation (“Sysco” or the
“Company”) increased the size of the Board from eleven to thirteen directors and elected Mr. Jason
Murray and Mr. Thomas Ondrof to fill the resulting vacancies, effective on September 1, 2026. The
Board has also approved the following committee appointments effective September 1, 2026:
• | Mr. Murray – Technology Committee |
• | Mr. Ondrof – Audit Committee |
Each of Messrs. Murray and Ondrof will receive customary compensation from the Company for
serving as a non-employee director, in accordance with the Company’s director compensation program as
described in the Company’s proxy statement for its 2025 annual meeting of stockholders, filed with the
Securities and Exchange Commission on October 2, 2025.
There are no transactions between any of Messrs. Murray and Ondrof and the Company that
would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with
any other persons pursuant to which they were selected. In addition, the Board has affirmatively
determined that each of Messrs. Murray and Ondrof is independent under the New York Stock Exchange
independence standards and the Company’s categorical standards set forth in Sysco’s Corporate
Governance Guidelines.
Item 7.01 REGULATION FD DISCLOSURE
On August 20, 2026, the Company issued a press release announcing the appointments of Messrs.
Murray and Ondrof to the Board and the renaming of the Technology Committee to the Artificial
Intelligence Transformation and Technology Committee and reiterating the Company’s commitment to
realizing AI-driven efficiencies.
A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K is being furnished, not filed,
pursuant to General Instruction B.2 of Form 8-K. Accordingly, the information in Item 7.01 of this
Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, will not be
incorporated by reference into any registration statement filed by the Company under the Securities Act
of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sysco Corporation
Date: August 20, 2026 | By: | /s/ Andrew Wurdack |
Andrew Wurdack | ||
Vice President, Securities and Corporate Governance & Assistant Secretary | ||
Exhibit 99.1
For more information contact:
Kevin Kim Cassandra Mauel
Investor Contact Media Contact
T 281-584-1219 T 281-584-1390
SYSCO ANNOUNCES STRATEGIC BOARD APPOINTMENTS AND AI
TRANSFORMATION INITIATIVES INTENDED TO ACCELERATE GROWTH, LONG-
TERM VALUE CREATION
Appoints Two New Directors with Expertise in AI, Innovation, Supply Chain Management,
Foodservice Distribution
Enhances Board Governance to Accelerate Innovation and Oversee Execution of AI
Transformation Initiatives
Building on the Strong, Positive Momentum in its Core Business, Sysco Reiterates its
Commitment to Realizing AI-Driven Efficiencies
HOUSTON, August 20, 2026 -- Sysco Corporation (NYSE:SYY), the global leader in
foodservice distribution, today announced a series of strategic business and corporate
governance initiatives, including two new appointments to its Board of Directors, designed
to accelerate its enterprise-wide artificial intelligence (AI) transformation, enhance
operational performance, and drive long-term shareholder value.
Building on strong momentum and operating performance across its business, Sysco
recently announced fiscal 2027 guidance of 6% to 7% revenue growth and 9% to 11%
adjusted earnings per share growth, on a 53-week basis, announced on August 4, 2026. At
the midpoint, projected earnings growth is at the high end of the Company's long-term
financial targets. Included in the outlook is a $100 million cost-savings program enabled by
AI-driven process improvements, automation initiatives, and operating efficiencies. These
initiatives are expected to continue enhancing customer service, improving productivity
across the organization, and expanding operating margins.
"Sysco is uniquely positioned to leverage artificial intelligence to further strengthen our
industry leadership, enhance customer service, and improve operating performance," said
Kevin Hourican, Chair of the Board and Chief Executive Officer. "We are making deliberate
investments in technology, governance, and talent to accelerate our AI transformation and
unlock value for our shareholders.”
Adding New Talent to the Board with Artificial Intelligence and Industry Expertise
Sysco today announced the election of two new directors, Jason Murray and Tom Ondrof,
effective September 1, 2026. As part of its annual governance process and informed by
feedback received during the Company’s annual shareholder engagement process, the
Board conducted a robust director search and selected two accomplished executives whose
experience will further strengthen the Board's capabilities in AI, technology innovation,
foodservice distribution, and supply chain management. With the addition of the two
directors, Sysco increased its Board size to 13 directors, effective September 1, 2026.
Jason Murray, Co-Founder and Chief Executive Officer of Shipium Corp., brings nearly
three decades of leadership experience spanning technology, e-commerce, logistics,
fulfillment, and supply chain optimization. During his 19-year tenure at Amazon, Mr. Murray
served in leadership positions of increasing responsibility, ultimately holding Vice President
roles overseeing supply chain optimization technology as well as retail systems and
services. When data science emerged as a viable transformation agent to supply chains, he
spearheaded development and deployment of Amazon’s core supply chain data science
technology. As founder and CEO of Shipium, he has helped leading retailers and
distribution businesses leverage AI, automation, and advanced fulfillment technologies to
improve customer experience and operational performance.
Mr. Murray will serve on Sysco's Artificial Intelligence Transformation & Technology
Committee.
Thomas “Tom” Ondrof, former Executive Vice President and Chief Financial Officer of
Aramark Corporation, brings more than 30 years of executive leadership experience across
the foodservice distribution and business services industries. Throughout his leadership
roles at Aramark, Performance Food Group, and Compass Group, Mr. Ondrof developed
deep expertise in finance, capital allocation, strategic planning, mergers and acquisitions,
investor relations, and enterprise risk management. He has led large-scale financial and
operational organizations, overseen significant acquisition and integration activities, and
driven transformational business initiatives across complex organizations.
Mr. Ondrof will serve on Sysco's Audit Committee.
Strengthening Board Oversight of Artificial Intelligence
Sysco's Board of Directors has also approved the evolution of its Technology Committee
into the Artificial Intelligence Transformation & Technology Committee. This Committee has
begun meeting monthly with management to accelerate the adoption of AI-enabled
capabilities and ensure effective execution of the Company's enterprise AI transformation
agenda. The Committee will continue overseeing technology strategy.
"We are thrilled to welcome Jason and Tom to our Board. Jason brings exceptional
experience leading technology-driven supply chain innovation and AI-enabled
transformation at scale, while Tom offers deep foodservice expertise and a distinguished
track record of financial leadership. Together, they will strengthen our Board as we execute
against our long-term growth and profitability objectives," added Hourican.
Continuing Collaboration with Shareholders, Including the D. E. Shaw Group
Sysco maintains an ongoing dialogue with shareholders as part of its commitment to strong
corporate governance and long-term value creation, regularly soliciting feedback to
enhance shareholder value. Sysco has benefitted from its long-standing relationship with
the D. E. Shaw group, which has been an investor in the Company for more than a decade.
The firm has supported Sysco's efforts to accelerate AI-driven transformation by facilitating
introductions to leading technology providers, industry experts, and highly qualified director
candidates.
The firm has expressed confidence in Sysco's strategy, including the value creation
opportunities associated with the Company's pending acquisition of Jetro Restaurant Depot
(“JRD”). In support of the JRD acquisition, the D. E. Shaw group currently expects to be a
participant in the capital raise for the upcoming transaction.
"We value the perspectives we receive from our shareholders and appreciate the D. E.
Shaw group's continued confidence in Sysco as we advance our transformation strategy,"
said Hourican. "Their engagement has helped us broaden our access to leading technology
capabilities and strategic perspectives that are accelerating our ability to deploy practical AI
solutions across the enterprise and deliver meaningful operational improvements."
“Today's changes, combined with Sysco's strong market position and attractive business
model, position the Company to create sustainable value through AI-driven
transformation," said Michael O'Mary, Managing Director at D. E. Shaw & Co., L.P. "We are
encouraged by Sysco's increased focus on AI-enabled operational improvement and by the
addition of two highly qualified directors. Messrs. Murray and Ondrof bring expertise well-
suited to help the management team, Board, and AI Transformation & Technology
Committee capitalize on the opportunity to deploy AI across Sysco's business. As long-term
shareholders, we are excited to partner with Sysco in support of its AI transformation and
confident in the value creation opportunities ahead, including the Restaurant Depot
acquisition.”
About Sysco
Sysco is the global leader in selling, marketing and distributing food and related products to
customers who prepare meals away from home. This includes restaurants, healthcare and
educational facilities, lodging establishments, entertainment venues, and more. Sysco
operates 333 distribution centers, in 10 countries, with 75,000 colleagues serving
approximately 670,000 customer locations. The company generated sales of more than $84
billion in fiscal year 2026 that ended June 27, 2026.
As the world’s largest food-away-from-home distributor, Sysco offers customized supply
chain solutions, bespoke specialty product offerings, and culinary support to drive
customers to innovate and optimize their operations. We act as a trusted business partner
to our customers, helping them grow through our industry-leading portfolio that includes
fresh produce, premium proteins, specialty products, sustainably focused items, equipment
and supplies, and innovative culinary solutions.
For more information, visit www.sysco.com. For important news and key information for
Sysco investors, visit the Investor Relations section of the company’s website at
investors.sysco.com.
Forward-Looking Statements
Statements made in this press release include statements that are forward-looking or that
express management’s beliefs, expectations or hopes and are forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These statements include,
among other things, statements about our future financial performance and results,
business strategy, plans, goals and objectives, including the potential benefits of cost-
savings driven by AI and the potential benefits of the JRD Acquisition. Such forward-looking
statements reflect the views of management at the time such statements are made and are
subject to a number of risks, uncertainties, estimates, and assumptions, including those
outside of Sysco’s control. Risks and uncertainties include without limitation: the impact of
geopolitical, economic and market conditions and developments, including changes in
global trade policies and tariffs and foreign conflicts; risks related to our business
initiatives; periods of significant or prolonged inflation or deflation and their impact on our
product costs, volume, foot traffic, and profitability generally; risks related to our efforts to
implement our transformation initiatives and meet our other long-term strategic objectives;
risks of interruption of supplies and increase in product costs; risks related to changes in
consumer eating habits; and impact of natural disasters or adverse weather conditions,
public health crises, adverse publicity or lack of confidence in our products, and product
liability claims as well as risks and uncertainties associated with our proposed transaction
with JRD, including but not limited to, the occurrence of any event, change or other
circumstances that could give rise to the right of either or both parties to terminate the
merger agreement; the risk that regulatory approvals may not be obtained or other closing
conditions may not be satisfied in a timely manner or at all, as well as the risk that
regulatory approvals are obtained subject to conditions that are not anticipated; the risk of
other delays in closing the transaction; the possibility that any of the anticipated benefits
and projected synergies of the transaction will not be realized or will not be realized within
the expected time period; and the risk that the proposed transaction and its announcement
could have an adverse effect on the market price of the common stock of Sysco. Should
one or more of these risks or uncertainties materialize, or underlying assumptions prove
incorrect, actual results may vary materially from those indicated in our forward-looking
statements. Therefore, you should not place undue reliance on any of the forward-looking
statements contained herein. For more information on these risks and other concerning
factors that could cause actual results to differ from those expressed or forecasted, see our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the
SEC. We do not undertake to update our forward-looking statements, except as required by
applicable law.
SYY-INVESTORS