SYSCO CORP
For the period ended Oct 2, 2025. Filed Oct 2, 2025.
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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 2, 2025 · Filed Oct 2, 2025
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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. )
| R | 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)) |
| R | 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): | |
|---|---|
| R | 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 // 2025 Proxy Statement | 1 |
|---|
TABLE OF
CONTENTS
| LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR | 2 |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 4 |
| BUSINESS HIGHLIGHTS | 5 |
| PROXY STATEMENT SUMMARY | 7 |
| Item 1 Election of Directors | 7 |
| Item 2 Advisory Vote to Approve Executive Compensation | 9 |
| Item 3 Ratification of the Appointment of Independent Registered Public Accounting Firm | 10 |
| Item 4 Stockholder Proposal | 10 |
| BOARD OF DIRECTORS MATTERS | 11 |
| ITEM 1 ELECTION OF DIRECTORS | 11 |
| Election of Directors | 11 |
| Nominees for Election as Directors at the Annual Meeting | 14 |
| Required Vote | 20 |
| Board Refreshment | 20 |
| Director Independence | 21 |
| CORPORATE GOVERNANCE | 22 |
| Board Leadership Structure | 22 |
| Board Committees | 23 |
| Board Meetings | 25 |
| Annual Board and Committee Self-Evaluations | 26 |
| Management Development and Succession Planning | 26 |
| Risk Oversight | 27 |
| OTHER GOVERNANCE MATTERS | 28 |
| Corporate Governance Matters | 28 |
| Global Code of Conduct | 28 |
| Certain Relationships and Related Person Transactions | 29 |
| DIRECTOR COMPENSATION | 30 |
| Overview of Non-Employee Director Compensation | 30 |
| Directors Deferred Compensation Plan | 31 |
| Equity-Based Awards to Non-Employee Directors | 31 |
| Stock Ownership Guidelines | 32 |
| Fiscal Year 2025 Director Compensation | 32 |
| ITEM 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 34 |
| Required Vote | 34 |
| A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE | 35 |
| COMPENSATION DISCUSSION AND ANALYSIS | 36 |
| Executive Summary | 36 |
|---|---|
| How Executive Pay is Established | 37 |
| What We Paid | 39 |
| Fiscal Year 2026 Executive Compensation | 44 |
| Stock-Related Policies | 44 |
| Executive Compensation Governance and Other Information | 46 |
| Report of the Compensation and Leadership Development Committee | 49 |
| EXECUTIVE COMPENSATION | 50 |
| Summary Compensation Table | 50 |
| Grants of Plan-Based Awards | 52 |
| Outstanding Equity Awards at Year-End | 53 |
| Option Exercises and Stock Vested | 55 |
| Nonqualified Deferred Compensation | 56 |
| Pension Benefits | 57 |
| CEO Pay Ratio | 57 |
| Pay Versus Performance | 58 |
| Equity Compensation Plan Information | 61 |
| Quantification of Termination/Change in Control Payments | 62 |
| REPORT OF THE AUDIT COMMITTEE | 66 |
| FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 |
| Pre-Approval Policy | 67 |
| ITEM 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 |
| Required Vote | 68 |
| ITEM 4 STOCKHOLDER PROPOSAL | 69 |
| Board of Directors’ Statement in Opposition of the Proposal | 71 |
| Required Vote | 72 |
| STOCKHOLDER PROPOSALS | 73 |
| Presenting Business or Nominating Directors for Election | 73 |
| Meeting Date Changes | 73 |
| STOCK OWNERSHIP | 74 |
| Security Ownership of Officers and Directors | 74 |
| Security Ownership of Certain Beneficial Owners | 75 |
| Delinquent Section 16(a) Reports | 75 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING | 76 |
| ANNEX I - NON-GAAP RECONCILIATIONS | 80 |
1 This paragraph contains non-GAAP financial measures, which are denoted as “adjusted.” See Annex I below, pages 80 through 84, 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.
| 2 | SYSCO CORPORATION // 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.