Sysco Corp 8-K, filed Nov 22, 2022
Sysco Corp (SYY)
About this 8-K
Sysco Corp filed this 8-K on November 22, 2022, reporting on events of November 18, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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
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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 The stockholder proposal related to a third-party civil rights audit was withdrawn prior to the Annual Meeting.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
| Name |
Votes For | Votes Against | Votes Cast | Abstentions | Broker Non-Votes | |||||
| Daniel J. Brutto |
370,839,574 | 15,868,392 | 386,707,966 | 1,270,701 | 53,699,499 | |||||
| Ali Dibadj |
385,182,369 | 2,149,171 | 387,331,540 | 647,127 | 53,699,499 | |||||
| Larry C. Glasscock |
336,861,038 | 49,897,505 | 386,758,543 | 1,220,124 | 53,699,499 | |||||
| Jill M. Golder |
385,679,045 | 1,751,359 | 387,430,404 | 548,263 | 53,699,499 | |||||
| Bradley M. Halverson |
370,703,240 | 16,746,714 | 387,449,954 | 528,713 | 53,699,499 | |||||
| John M. Hinshaw |
380,479,463 | 6,977,499 | 387,456,962 | 521,705 | 53,699,499 | |||||
| Kevin P. Hourican |
384,276,654 | 3,147,618 | 387,424,272 | 554,395 | 53,699,499 | |||||
| Hans-Joachim Koerber |
376,950,454 | 10,487,349 | 387,437,803 | 540,864 | 53,699,499 | |||||
| Alison Kenney Paul |
384,089,094 | 3,352,452 | 387,441,546 | 537,121 | 53,699,499 | |||||
| Edward D. Shirley |
364,684,895 | 22,083,503 | 386,768,398 | 1,210,269 | 53,699,499 | |||||
| Sheila G. Talton |
371,896,377 | 14,861,606 | 386,757,983 | 1,220,684 | 53,699,499 |
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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
| Votes For |
Votes Against |
Votes Cast |
Abstentions |
Broker Non-Votes | ||||
| 247,580,133 | 139,310,918 | 386,891,051 | 1,087,616 | 53,699,499 |
Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2023
| Votes For |
Votes Against |
Votes Cast |
Abstentions | |||
| 430,053,874 | 10,723,036 | 440,776,910 | 901,256 |
Stockholder proposal requesting a third-party assessment of supply chain risks
| Votes For |
Votes Against |
Votes Cast |
Abstentions |
Broker Non-Votes | ||||
| 71,793,300 | 311,602,318 | 383,395,618 | 4,583,049 | 53,699,499 |
Stockholder proposal requesting a report on the reduction of plastic packaging use
| Votes For |
Votes Against |
Votes Cast |
Abstentions |
Broker Non-Votes | ||||
| 339,480,488 | 29,169,525 | 368,650,013 | 16,727,214 | 53,699,499 |
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.
| Sysco Corporation | ||||||
| Date: November 22, 2022 | By: | /s/ Gerald W. Clanton | ||||
| Gerald W. Clanton | ||||||
| Vice President, Legal, Deputy General Counsel and Assistant Corporate Secretary | ||||||
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