8-K - SYY - Equibles

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): August 20, 2021

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-06544	74-1648137
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, $1.00 Par Value	SYY	New York Stock Exchange
1.25% Notes due June 2023	SYY23	New York Stock Exchange

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 20, 2021, each of Mr. Nelson Peltz and Mr. Joshua D. Frank resigned as members of the Board of Directors of Sysco Corporation (the “Company”).

The Company is filing this Form 8-K pursuant to Item 5.02(b), “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”

A copy of the press release issued by the Company on August 20, 2021, is attached as Exhibit 99.1 hereto and incorporated by reference herein.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated August 20, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2021	By:	/s/ Eve M. McFadden
		Eve M. McFadden
		Senior Vice President, Legal, General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

Investor Contact:<br> <br>Neil<br>Russell<br> <br>281-584-1308<br><br><br>neil.russell@sysco.com	Media contact:<br> <br>Shannon<br>Mutschler<br> <br>281-584-4059<br><br><br>shannon.mutschler@sysco.com	Sysco Corporation<br> <br>1390<br>Enclave Parkway<br> <br>Houston, TX 77077<br> <br><br><br><br>sysco.com

SYSCO ANNOUNCES CHANGES TO THE BOARD OF DIRECTORS

Nelson Peltz and Josh Frank to Step Down from the Board

Trian Expresses Confidence in Leadership, Business Transformation and Continued Operating Momentum

HOUSTON, August 20, 2021 - Sysco Corporation (NYSE: SYY), the leading global foodservice distribution company, today announced that Nelson Peltz, chief executive officer and a founding partner, and Joshua D. Frank, partner and co-head of research, of Trian Fund Management, L.P. (“Trian”), have informed the Company that they are stepping down from the Board. Peltz and Frank indicated that the decision to step down was driven by their confidence in Sysco’s leadership, business transformation and continued operating momentum. Peltz and Frank have served on the Board since August 2015 and have made significant contributions to the Company’s business strategies and transformation.

“Nelson and Josh have been great partners and important contributors and we thank them for their Board service,” said Kevin Hourican, Sysco’s president and chief executive officer. “We have valued their guidance and feedback on our business transformation strategy, and we look forward to the continued dialogue with Trian as an ongoing Sysco shareholder.”

“We believe that Sysco is very well positioned for the future under CEO Kevin Hourican’s leadership,” said Peltz. “We are confident that the plans announced at the May 2021 investor day to accelerate growth through five key strategic pillars – digital, products & solutions, supply chain, customer teams and future horizons – funded by $750 million of cost reduction, are the right ones to expand Sysco’s competitive advantages and fuel sustained growth. As a large shareholder and strong believer in Sysco’s future, Trian looks forward to ongoing engagement with Kevin and his team.”

“Nelson and I would like to thank Kevin, Chairman Ed Shirley and all of our highly qualified colleagues on the Board of Directors over the past six years for their collective efforts on behalf of all Sysco stakeholders,” said Frank. “We believe the company is in a strong position for continued success.”

About Sysco

Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. With more than 58,000 associates, the company operates 343 distribution facilities worldwide and serves more than 625,000 customer locations. For fiscal 2021 that ended July 3, 2021, the company generated sales of more than $51 billion. Information about our CSR program, including Sysco’s 2020 Corporate Social Responsibility Report, can be found at sysco.com/csr2020report.

For more information, visit www.sysco.com or connect with Sysco on Facebook at www.facebook.com/SyscoFoods or Twitter at https://twitter.com/Sysco. For important news and information regarding Sysco, visit the Investor Relations section of the company’s Internet home page at www.investors.sysco.com which Sysco plans to use as a primary channel for publishing key information to its investors, some of which may contain material and previously non-public information. In addition, investors should continue to review our news releases and filings with the SEC. It is possible that the information we disclose through any of these channels of distribution could be deemed to be material information.