8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2022

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):

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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (the “Company” or “Sysco”) held on November 18, 2022, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2023 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 95.9% of the votes cast, Ali Dibadj was re-elected with 99.4% of the votes cast, Larry C. Glasscock was re-elected with 87.1% of the votes cast, Jill M. Golder was re-elected with 99.5% of the votes cast, Bradley M. Halverson was re-elected with 95.7% of the votes cast, John M. Hinshaw was re-elected with 98.2% of the votes cast, Kevin P. Hourican was re-elected with 99.2% of the votes cast, Hans-Joachim Koerber was re-elected with 97.3% of the votes cast, Alison Kenney Paul was re-elected with 99.1% of the votes cast, Edward D. Shirley was re-elected with 94.3% of the votes cast and Sheila G. Talton was re-elected with 96.2% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2022 proxy statement, was approved by 64.0% of the votes cast. The ratification of the appointment of the independent registered public accounting firm for fiscal 2023 was approved by 97.6% of the votes cast. The stockholder proposal related to a third-party civil rights audit was withdrawn prior to the Annual Meeting. Consequently, the proposal was not presented for a vote at the Annual Meeting. The stockholder proposal requesting a third party assessment of supply chain risks, was not approved by stockholders, receiving 18.7% of the votes cast. The stockholder proposal requesting a report on the reduction of plastic packaging use, was approved by 92.1% of the votes cast.

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

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

Election of Directors

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Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2022 proxy statement

Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2023

Stockholder proposal requesting a third-party assessment of supply chain risks

Stockholder proposal requesting a report on the reduction of plastic packaging use

SECTION 8 – OTHER EVENTS

ITEM 8.01 OTHER EVENTS

On November 17, 2022, Sysco’s Board of Directors (the “Board”) elected Ms. Alison Kenney Paul to serve as the Chair of the Compensation and Leadership Development Committee, effective on November 18, 2022, the date of the Annual Meeting. Sysco’s former Chair of the Compensation and Leadership Development Committee, John M. Cassaday, retired from the Board at the time of the Annual Meeting.

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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.

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