8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 17, 2023_______________________

Sysco Corporation

(Exact name of registrant as specified in its charter) _________________________

1390 Enclave Parkway, Houston, TX 77077-2099 (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):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (the “Company” or “Sysco”) held on November 17, 2023, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2024 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 94.54% of the votes cast, Francesca DeBiase was elected with 99.27% of the votes cast, Ali Dibadj was re-elected with 98.86% of the votes cast, Larry C. Glasscock was re-elected with 94.61% of the votes cast, Jill M. Golder was re-elected with 99.04% of the votes cast, Bradley M. Halverson was re-elected with 96.65% of the votes cast, John M. Hinshaw was re-elected with 97.46% of the votes cast, Kevin P. Hourican was re-elected with 98.93% of the votes cast, Alison Kenney Paul was re-elected with 91.54% of the votes cast, Edward D. Shirley was re-elected with 92.78% of the votes cast and Sheila G. Talton was re-elected with 97.45% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as set forth in Sysco’s 2023 proxy statement for the Annual Meeting, was approved by 93.37% of the votes cast. The advisory stockholder vote with respect to the frequency with which Sysco will conduct future stockholder advisory votes on executive compensation of Sysco’s named executive officers received the following votes (as a percentage of the total votes cast): 1.52% for every 3 years, 0.25% for every 2 years and 98.21% for every year. The stockholder proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024 was approved by 96.42% of the votes cast. The stockholder proposal related to re-establishing a policy for eliminating or reducing gestation crates in the Company’s pork supply chain was not approved by stockholders, receiving 30.91% of the votes cast.

In light of the voting results on Proposal 3, the Company has decided to include the advisory stockholder vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory stockholder vote on compensation paid to the Company’s named executive officers.

With respect to each proposal, the number of votes cast includes all “for” and “against” votes, and abstentions and broker non-votes are disregarded with respect to each proposal.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 - Election of Directors

Proposal 2 - Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2023 proxy statement

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Proposal 3 - Approval, by advisory vote, the frequency with which Sysco will conduct future stockholder advisory votes on executive compensation

Proposal 4 - Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2024

Proposal 5 - Stockholder proposal related to re-establishing a policy for eliminating or reducing gestation crates in the Company’s pork supply chain

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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

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