syy-202408150000096021FALSE00000960212024-08-142024-08-14
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 15, 2024
_______________________
Sysco Corporation
(Exact name of registrant as specified in its charter)
_________________________
| | | | | | | | |
| Delaware | 1-06544 | 74-1648137 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer 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)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $1.00 Par Value | SYY | 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 15, 2024, the Board of Directors (the “Board”) of Sysco Corporation (“Sysco” or the “Company”) increased the size of the Board from ten to eleven directors and elected Mr. Roberto Marques to fill the resulting vacancy, effective on August 15, 2024. The Board also appointed Mr. Roberto Marques to serve on both the Audit and Sustainability committees effective as of August 15, 2024.
Mr. Marques will receive customary compensation from the Company for serving as a non-employee director, in accordance with the Company’s director compensation program as described in the Company’s proxy statement for its 2023 annual meeting of stockholders, filed with the Securities and Exchange Commission on October 5, 2023.
There are no transactions between Mr. Marques and the Company that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with any other persons pursuant to which he was selected. In addition, the Board has affirmatively determined that Mr. Marques is independent under the New York Stock Exchange independence standards and the Company’s categorical standards set forth in Sysco’s Corporate Governance Guidelines.
The Company’s press release dated August 16, 2024 is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 99.1 | | |
| | |
| 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 __, 2024 | By: | /s/ Eve M. McFadden |
| | Eve M. McFadden |
| | Senior Vice President, Legal, General Counsel and Corporate Secretary |
| | |
Document
SYSCO ANNOUNCES NEW DIRECTOR TO BOARD
HOUSTON, August 16, 2024 – Sysco Corporation (NYSE:SYY), the world’s largest food distributor, announced today that Roberto Marques will join Sysco’s Board of Directors effective August 15, 2024.
Kevin Hourican, Sysco's chair of the board and CEO, said, "We are very pleased to welcome Roberto to our board. Sysco’s board and management team will benefit from Roberto’s extensive experience in global, consumer-focused businesses. Roberto has worked in a number of consumer sectors, including healthcare, food, and beauty. His range of business experience, especially his international skill set, will be invaluable to Sysco as we continue to advance our Recipe For Growth strategy.”
Roberto Marques is currently serving as a Board Director at Alcoa Corporation, a publicly traded company listed at NYSE, at We Mean Business Coalition, a global non-profit Organization on climate change and at US Tennis Association Foundation. From 2016 to 2022, starting as Board Director and then Executive Chairman and Group CEO, Roberto led the expansion and transformation of Natura & Co., a purpose-driven, relationship selling cosmetic group. Prior to that he was an Executive Vice President and President for North America at Mondelez International and spent over 25 years at Johnson & Johnson where he held various global executive and senior positions.
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 76,000 colleagues, the company operates 340 distribution facilities worldwide and serves approximately 730,000 customer locations. For fiscal year 2024 that ended June 29, 2024, the company generated sales of more than $78 billion. Information about our Sustainability program, including Sysco’s 2023 Sustainability
Report and 2023 Diversity, Equity & Inclusion Report, can be found at www.sysco.com.
For more information, visit www.sysco.com or connect with Sysco on Facebook at www.facebook.com/SyscoFoods. For important news and information regarding Sysco, visit the Investor Relations section of the company’s Internet home page at 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.
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