8-K

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): April 30, 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.

Departure of Director

On April 26, 2024, Edward D. Shirley provided notice to Sysco Corporation (the “Company”) of his resignation as a member of the Board of Directors (the “Board”) of the Company, including any Board committees, and from his service as the Chair of the Board for personal health reasons, which resignation was effective as of April 30, 2024.

The Board sincerely appreciates and thanks Mr. Shirley for his significant contributions to the Company through his service as a director, including as a Chair of the Board and as a member of the Board’s Audit and Compensation and Leadership Development Committees.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Appointment of Chair and Lead Independent Director

Coinciding with Mr. Shirley’s resignation, effective as of April 30, 2024, the Board appointed Chief Executive Officer Mr. Kevin P. Hourican as Chair of the Board to succeed Mr. Shirley in that role. The Board believes that appointing Mr. Hourican will further align the Company’s leadership and enhance the Company’s corporate governance and that it is in the best interests of the Company and its stockholders to combine the roles of Chair and Chief Executive Officer with such appointment. As Chief Executive Officer, Mr. Hourican will not receive separate compensation for his service as Board Chair.

In accordance with the Company’s Corporate Governance Guidelines, the Board deemed it necessary to appoint a Lead Independent Director to provide independent leadership and oversight of the Board. The Board appointed Mr. Larry C. Glasscock to serve as Lead Independent Director effective as of April 30, 2024.

Appointment of Governance Committee Chair

With Mr. Glasscock’s appointment to serve as Lead Independent Director, Mr. Glasscock will relinquish his role as Chair of the Corporate Governance and Nominating Committee (the “Governance Committee”), but will continue to serve as a member of the Governance Committee. The Board appointed Mr. John M. Hinshaw to serve as Chair of the Governance Committee effective as of April 30, 2024.

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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	Press Release dated April 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: April 30, 2024	By:	/s/ Eve M. McFadden
		Eve M. McFadden
		Senior Vice President, Legal, General Counsel and Corporate Secretary

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EX-99.1

EXHIBIT 99.1

SYSCO ANNOUNCES CEO KEVIN HOURICAN HAS BEEN APPOINTED CHAIR OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Ed Shirley Steps Down

Larry Glasscock Appointed Lead Independent Director

HOUSTON, APRIL 30, 2024 – Sysco Corporation (NYSE: SYY), the leading global foodservice distribution company, today announced that the Board has appointed President and Chief Executive Officer Kevin Hourican to Chair of the Board of Directors. Edward D. Shirley has stepped down from his position as Chairman of the Board due to personal health reasons. Effectively immediately, Mr. Hourican will serve as Chair of the Board and Chief Executive Officer.

Mr. Hourican said, “On behalf of the entire Company, I would like to thank Ed for his guidance and leadership. His business acumen and vision enabled the Company to advance its Recipe for Growth strategic objectives and effectively manage the company during the tremendous uncertainty of the global pandemic. Sysco is a more resilient company today due to his high standard of excellence, and we deeply thank him for his partnership, friendship and dedication to the Sysco family. I want to personally thank Ed for his outstanding vision and leadership.”

Mr. Hourican continued, “I am deeply honored to be appointed Chair of the board, in addition to my Chief Executive Officer responsibilities of Sysco. I would like to thank the Board for its continued support, and I look forward to working with my fellow directors, and our entire leadership team to maximize value for shareholders, our customers, and our 70,000 plus colleagues.”

Mr. Shirley said, "It has been a great privilege to serve on Sysco’s Board for the last eight years, supporting the Company as it has successfully navigated an ever-evolving macroeconomic and industry landscape. I am proud of the work we've done to serve our shareholders through sound governance, strong oversight and an unwavering commitment to working harder than anyone in the industry to create long-term value.

I am especially proud of the close partnership I have had with Kevin, and I am highly confident he will be an effective Chair and bring strong leadership to the Board.”

Ed joined the Board of Sysco in September 2016 and was appointed Chairman in January of 2020. Prior to Sysco, Ed served as President and Chief Executive Officer of Bacardi Limited, a global beverage and spirits company, from 2012 to 2014. Prior to that, he spent a combined 32 years with The Procter & Gamble Company, with 27 of those years spent as a senior executive with The Gillette Company, a consumer goods company acquired by P&G in 2005.

Sysco today also announced that Larry Glasscock has been appointed Lead Independent Director and will serve as the primary liaison between the independent directors and the CEO as well as presiding at meetings of the non-employee and independent directors. Mr. Glasscock has stepped down as Chair of the Corporate Governance and Nominating Committee and will be replaced by independent director John Hinshaw.

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 72,000 colleagues, the company operates 334 distribution facilities worldwide and serves approximately 725,000 customer locations. For fiscal year 2023 that ended July 1, 2023, the company generated sales of more than $76 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.

XML

Cover	Jan. 30, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 30, 2024
Entity Registrant Name	Sysco Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	1-06544
Entity Tax Identification Number	74-1648137
Entity Address, Address Line One	1390 Enclave Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77077-2099
City Area Code	281
Local Phone Number	584-1390
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000096021
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $1.00 Par Value
Trading Symbol	SYY
Security Exchange Name	NYSE