SYSCO CORP

For the period ended Oct 1, 2026. Filed Oct 1, 2026.

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 1, 2026 · Filed Oct 1, 2026

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. )

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 // 2026 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
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	21
Board Refreshment	21
Director Independence	22
CORPORATE GOVERNANCE	23
Board Leadership Structure	23
Board Committees	24
Board Meetings	27
Annual Board and Committee Self-Evaluations	27
Management Development and Succession Planning	27
Risk Oversight	28
OTHER GOVERNANCE MATTERS	29
Corporate Governance Matters	29
Global Code of Conduct	29
Certain Relationships and Related Person Transactions	30
DIRECTOR COMPENSATION	31
Overview of Non-Employee Director Compensation	31
Equity-Based Awards to Non-Employee Directors	32
Stock Ownership Guidelines	33
Fiscal Year 2026 Director Compensation	33
ITEM 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	35
Required Vote	35
A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE	36

COMPENSATION DISCUSSION AND ANALYSIS	37
Executive Summary	37
How Executive Pay is Established	38
What We Paid	40
Fiscal Year 2027 Executive Compensation	46
Stock-Related Policies	46
Executive Compensation Governance and Other Information	48
Report of the Compensation and Leadership Development Committee	51
EXECUTIVE COMPENSATION	52
Summary Compensation Table	52
Grants of Plan-Based Awards	54
Outstanding Equity Awards at Year-End	55
Option Exercises and Stock Vested	57
Nonqualified Deferred Compensation	58
Pension Benefits	59
CEO Pay Ratio	59
Pay Versus Performance	60
Equity Compensation Plan Information	63
Quantification of Termination/Change in Control Payments	64
REPORT OF THE AUDIT COMMITTEE	67
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	68
Pre-Approval Policy	68
ITEM 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69
Required Vote	69
STOCKHOLDER PROPOSALS	70
Presenting Business or Nominating Directors for Election	70
Meeting Date Changes	70
STOCK OWNERSHIP	71
Security Ownership of Officers and Directors	71
Security Ownership of Certain Beneficial Owners	72
Delinquent Section 16(a) Reports	72
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING	73
ANNEX I - NON-GAAP RECONCILIATIONS	77

2	SYSCO CORPORATION // 2026 Proxy Statement

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.