Shareholder Vote · Company Update

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): November 18, 2022     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 1.25% Notes due June 2023   SYY23   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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (the “Company” or “Sysco”) held on November 18, 2022, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2023 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 95.9% of the votes cast, Ali Dibadj was re-elected with 99.4% of the votes cast, Larry C. Glasscock was re-elected with 87.1% of the votes cast, Jill M. Golder was re-elected with 99.5% of the votes cast, Bradley M. Halverson was re-elected with 95.7% of the votes cast, John M. Hinshaw was re-elected with 98.2% of the votes cast, Kevin P. Hourican was re-elected with 99.2% of the votes cast, Hans-Joachim Koerber was re-elected with 97.3% of the votes cast, Alison Kenney Paul was re-elected with 99.1% of the votes cast, Edward D. Shirley was re-elected with 94.3% of the votes cast and Sheila G. Talton was re-elected with 96.2% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2022 proxy statement, was approved by 64.0% of the votes cast. The ratification of the appointment of the independent registered public accounting firm for fiscal 2023 was approved by 97.6% of the votes cast. The stockholder proposal related to a third-party civil rights audit was withdrawn prior to the Annual Meeting. Consequently, the proposal was not presented for a vote at the Annual Meeting. The stockholder proposal requesting a third party assessment of supply chain risks, was not approved by stockholders, receiving 18.7% of the votes cast. The stockholder proposal requesting a report on the reduction of plastic packaging use, was approved by 92.1% of the votes cast. With respect to each item, the number of votes cast includes all “for” and “against” votes, and abstentions and broker non-votes are disregarded with respect to each item. The final results of the voting on each matter of business at the Annual Meeting are as follows: Election of Directors   Name    Votes For    Votes Against    Votes Cast    Abstentions    Broker Non-Votes Daniel J. Brutto    370,839,574    15,868,392    386,707,966    1,270,701    53,699,499 Ali Dibadj    385,182,369    2,149,171    387,331,540    647,127    53,699,499 Larry C. Glasscock    336,861,038    49,897,505    386,758,543    1,220,124    53,699,499 Jill M. Golder    385,679,045    1,751,359    387,430,404    548,263    53,699,499 Bradley M. Halverson    370,703,240    16,746,714    387,449,954    528,713    53,699,499 John M. Hinshaw    380,479,463    6,977,499    387,456,962    521,705    53,699,499 Kevin P. Hourican    384,276,654    3,147,618    387,424,272    554,395    53,699,499 Hans-Joachim Koerber    376,950,454    10,487,349    387,437,803    540,864    53,699,499 Alison Kenney Paul    384,089,094    3,352,452    387,441,546    537,121    53,699,499 Edward D. Shirley    364,684,895    22,083,503    386,768,398    1,210,269    53,699,499 Sheila G. Talton    371,896,377    14,861,606    386,757,983    1,220,684    53,699,499   - 2 - Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2022 proxy statement   Votes For   Votes Against   Votes Cast   Abstentions   Broker Non-Votes 247,580,133   139,310,918   386,891,051   1,087,616   53,699,499 Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2023   Votes For   Votes Against   Votes Cast   Abstentions 430,053,874   10,723,036   440,776,910   901,256 Stockholder proposal requesting a third-party assessment of supply chain risks   Votes For   Votes Against   Votes Cast   Abstentions   Broker Non-Votes 71,793,300   311,602,318   383,395,618   4,583,049   53,699,499 Stockholder proposal requesting a report on the reduction of plastic packaging use   Votes For   Votes Against   Votes Cast   Abstentions   Broker Non-Votes 339,480,488   29,169,525   368,650,013   16,727,214   53,699,499 SECTION 8 – OTHER EVENTS ITEM 8.01 OTHER EVENTS On November 17, 2022, Sysco’s Board of Directors (the “Board”) elected Ms. Alison Kenney Paul to serve as the Chair of the Compensation and Leadership Development Committee, effective on November 18, 2022, the date of the Annual Meeting. Sysco’s former Chair of the Compensation and Leadership Development Committee, John M. Cassaday, retired from the Board at the time of the Annual Meeting.   - 3 - 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: November 22, 2022   By:   /s/ Gerald W. Clanton       Gerald W. Clanton       Vice President, Legal, Deputy General Counsel and Assistant Corporate Secretary   - 4 -