SYSCO CORP

For the period ended Oct 3, 2024. Filed Oct 3, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 3, 2024 · Filed Oct 3, 2024

SYY$76.86+2.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

SYSCO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

SYSCO CORPORATION // 2024 Proxy Statement	1

TABLE OF

CONTENTS

LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR	3
PROXY STATEMENT SUMMARY	5
Meeting Agenda	5
Business Highlights	5
Director Nominees	6
Executive Compensation Highlights	9
CORPORATE GOVERNANCE	10
Board Leadership Structure	11
Director Independence	12
Board Committees	13
Board Meetings	16
Annual Board Self-Evaluation	16
Risk Oversight	17
BOARD OF DIRECTORS MATTERS (ITEM 1)	18
Board Refreshment and Director Orientation and Education	18
Election of Directors	19
Board Recommendation	24
Nominees for Election as Directors at the Annual Meeting	25

DIRECTOR COMPENSATION	33
Overview of Non-Employee Director Compensation	33
Directors Deferred Compensation Plan	33
Equity-Based Awards to Non-Employee Directors	34
Stock Ownership Guidelines	35
Fiscal Year 2024 Director Compensation	35
Certain Relationships and Related Person Transactions	37
GLOBAL CODE OF CONDUCT	38
EXECUTIVE OFFICERS	39
Management Development and Succession Planning	42
STOCK OWNERSHIP	43
Security Ownership of Officers and Directors	43
Security Ownership of Certain Beneficial Owners	44
Policies and Practices for Granting Certain Equity Awards	45
Delinquent Section 16(a) Reports	45
EQUITY COMPENSATION PLAN INFORMATION	46

2	SYSCO CORPORATION // 2024 Proxy Statement

TABLE OF CONTENTS

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (ITEM 2)	47
Required Vote	47
Board Recommendation	47
A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE	48
COMPENSATION DISCUSSION AND ANALYSIS	49
Executive Summary	49
Philosophy of Our Executive Compensation Programs	50
How Executive Pay is Established	51
What We Paid	54
Fiscal Year 2025 Executive Compensation	62
Stock-Related Policies	63
Executive Compensation Governance and Other Information	65
Report of the Compensation and Leadership Development Committee	67
EXECUTIVE COMPENSATION	68
Summary Compensation Table	68
Grants of Plan-Based Awards	70
Outstanding Equity Awards at Year-End	71
Option Exercises and Stock Vested	73
Nonqualified Deferred Compensation	74
Pension Benefits	75
CEO Pay Ratio	77
Pay Versus Performance	77
Quantification of Termination/Change in Control Payments	81
VOTE TO APPROVE THE ADOPTION OF THE SYSCO CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN (ITEM 3)	84
Required Vote	86
Board Recommendation	86

REPORT OF THE AUDIT COMMITTEE	87
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	88
Pre-Approval Policy	88
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 4)	89
Required Vote	89
STOCKHOLDER PROPOSAL (ITEM 5)	90
Board of Directors’ Statement in Opposition of the Proposal	91
Required Vote	91
STOCKHOLDER PROPOSALS	92
Presenting Business or Nominating Directors for Election	92
Meeting Date Changes	92
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING	93
ANNEX I - NON-GAAP RECONCILIATIONS	98
ANNEX II - 2025 EMPLOYEE STOCK PURCHASE PLAN	103

1 This paragraph contains non-GAAP financial measures, which are denoted as “adjusted.” See pages 29 through 34 in the attached Form 10-K for a reconciliation of

these non-GAAP measures to the corresponding GAAP results and an explanation of the adjustments that we have made in order to calculate these

adjusted measures.

SYSCO CORPORATION // 2024 Proxy Statement	3

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.