Our Annual Meeting will be held on Wednesday, November 18, 200916, 2011 at 10:00 a.m. at The St. RegisHoustonian Hotel located at 1919 Briar Oaks111 North Post Oak Lane, Houston, Texas 77027.77024.

We are providing you with a Notice of Internet Availability of Proxy Materials and access to these proxy materials, which include this 2011 Proxy Statement, the proxy card for the 2011 Annual Meeting and our Annual Report onForm 10-K for fiscal 2011, because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. Unless the context otherwise requires, the terms “we,” “our,” “us,” the “company” or “Sysco” as used in this proxy statement refer to Sysco Corporation.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials, including our annual report to stockholders, to each stockholder of record, we may now generally furnish proxy materials, including our annual report to stockholders, to our stockholders on the Internet.

Receiving Future Proxy Materials Electronically:  Stockholders may also sign up to receive future proxy materials, includingE-Proxy Notices, and other stockholder communications electronically instead of by mail. This will reduce our printing and postage costs and eliminate bulky paper documents from your personal files. In order to receive the communications electronically, you must have ane-mail account, access to the Internet through an Internet service provider and a web browser that supports secure connections. Visithttp://enroll.icsdelivery.com/syyfor additional information regarding electronic delivery enrollment.

Where to Find Information in this Proxy Statement:  For your convenience, set forth below is a listing of the major topics in this proxy statement.

You can vote at the Annual Meeting if you owned shares of Sysco’s common stock at the close of business on the record date, September 21, 2009.19, 2011. You are entitled to one vote for each share you owned on thatthe record date on each matter presented at the Annual Meeting, or any adjournments or postponements of the Annual Meeting.

The record date for the Annual Meeting is September 21, 2009,19, 2011. The record date was established by the Board of Directors as provided by Sysco’s Bylaws and Delaware law. Owners of record of Sysco’s common stock at the close of business on the record date are entitled to:

At the close of business on August 30, 2011, there were 591,305,919591,974,063 shares of Sysco Corporation common stock outstanding.outstanding and entitled to vote at the Annual Meeting. All of our current directors and executive officers (20(19 persons) owned, directly or indirectly, an aggregate of 1,051,446828,508 shares, which was less than 1% of our outstanding stock as of September 21, 2009. We expect that these individuals will vote their shares in favor of electing the four nominees named below, and FOR each of the following:

You may vote your shares as follows:

If you sign and return your proxy card without indicating your voting instructions, your shares will be voted as followsfollows:

If your shares are not registered in your own name and you plan to attend the Annual Meeting and vote your shares in person, you should contact your broker or agent in whose name your shares are registered to obtain a proxy executed in your favor and bring it to the Annual Meeting in order to vote.

You may revoke or change your proxy at any time before it is exercised by:

The last vote that we receive from you will be the vote that is counted.

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting authority and has not received voting instructions from the beneficial owner. Broker non-votes will count as votes against the proposal to declassify the Board and will be disregarded with respect to all other proposals.

A quorum is necessary to hold a valid meeting. A quorum will exist if the holders of at least 35% of all the shares entitled to vote at the meeting are present in person or by proxy. All shares voted by proxy are counted as present for purposes of establishing a quorum, including those that abstain or as to which the proxies contain broker non-votes as to one or more items.

Sysco’s Bylaws and Corporate Governance Guidelines include a majority vote standard for uncontested director elections. Since the number of nominees timely nominated for the Annual Meeting does not exceed the number of directors to be elected, each director to be elected shall be elected if the number of votes cast “for” election of the director exceeds those cast “against.” Any incumbent director who is not re-elected will be required to tender his or her resignation promptly following certification of the stockholders’ vote. The Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. The Board of Directors will act on the recommendation within 120 days following certification of the stockholders’ vote and will promptly make a public disclosure of its decision regarding whether to accept the director’s resignation offer.

In addition to the NYSE’s standards for independence, our Corporate Governance Guidelines contain categorical standards that provide that the following relationships will not impair a director’s independence:

During fiscal 2009,Mr. Fernandez, the non-management directors held three executive sessions withoutChairman of Sysco’s Board of Directors, is an independent director. See “Director Independence” above for a discussion of our independence criteria. While we believe the participation of the CEO or anyon our Board helps foster, among other memberthings, an appropriate level of continuity and fluid communication between the Board and management, present. Mr. Cassaday servedwe have chosen an independent director as presiding director and presided at these executive sessions during fiscal 2009. Concurrently with Mr. Schnieders’ retirement effective June 27, 2009, Chairman of the Board in order to ensure that the Board maintains an independent thought process that ultimately benefits stockholders.

Mr. Fernandez was chosen to serve as the non-executive Chairman of Sysco’s Board of Directors.Directors effective June 28, 2009. Sysco’s Corporate Governance Guidelines provide that at any time that the Board shall elect from its members a Chairman of the Board. While the Chairman does not have to be independent, the Corporate Governance Guidelines specify that the Board isshall give due consideration to the potential benefits of having an independent director he or she shall also be deemed to be the Presiding Director.serve in that role. Whenever the Chairman of the Board is also a current or former officer of the Company or is otherwise not an independent director, the Board will choose a separate presidinglead director annually from among the independent directors. Because heMr. Fernandez is an independent director serving as Chairman, of the Board does not currently have a lead director. During fiscal 2011, the non-management directors held four executive sessions without the CEO or any other member of management present. Mr. Fernandez is also currently serving as the presiding director.presided at each of these sessions.

The Chairman of the Board, (as presiding director), among other things, establishes the agenda for, and presides at, meetings of the non-employee directors. In addition, the independent directors, exclusive of all directors who have not been determined to be independent, meet in executive session at least once a year, and the independent Chairman (as presiding director) presides at such meetings.

CAP also advises the Corporate Governance and Nominating Committee with respect to non-employee director compensation. At the Corporate Governance and Nominating Committee’s request, CAP has provided data regarding the amounts and type of compensation paid to non-employee directors at the companies in Sysco’s peer group, and has also identified trends in director compensation. All decisions regarding non-employee director compensation are recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors. In addition to providing background information and written materials, CAP representatives attend meetings at which the Committee Chairmen believe that their expertise would be beneficial to the Committees’ discussions. Neither CAP nor any of its affiliates provided any additional services to Sysco Corporation, 1390 Enclave Parkway, Houston, Texas77077-2099.and its affiliates in fiscal 2011 or in fiscal 2012 through the date of the proxy statement. Sysco does not expect CAP to provide any such services to Sysco during the remainder of fiscal 2012.

In accordance with its Charter, the Corporate Governance and Nominating Committee will observe the procedures described below in identifying and evaluating candidates for election to Sysco’s Board of Directors.

In considering candidates for election to the Board, the Committee will determine the incumbent directors whose terms expire at the upcoming Annual Meeting and who wish to continue their service on the Board. The Committee will also identify and evaluate new candidates for election to the Board for the purpose of filling vacancies. The Committee will solicit recommendations for nominees from persons that the Committee believes are likely to be familiar with qualified candidates. These persons may include members of the Board, Sysco’s management and stockholders who beneficially own individually or as a group at least five percent of Sysco’s outstanding shares for at least one year and who have expressed an interest in recommending director candidates. In evaluating candidates, the Committee will consider the absence or presence of material relationships with Sysco that might impact independence, as well as the diversity, age, skills, experience, time available and the number of other boards the candidate sits on in the context of the needs of the Board and Sysco, and such other criteria as the Committee shall determine to be relevant at the time. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. Where such a search firm is engaged, the Committee shall set its fees and scope of engagement.

The Committee will also consider candidates recommended by stockholders. The Committee will evaluate such recommendations using the same criteria that it uses to evaluate other candidates. Stockholders can recommend candidates for consideration by the Committee by writing to the Corporate Secretary, 1390 Enclave Parkway, Houston, Texas 77077, and including the following information:

The following persons currently serve as executive officers of Sysco. Except forEach person listed below, other than Mr. Kreidler each person listed belowand Mr. Libby, has served as an officer of Syscoand/or its subsidiaries for at least the past five years.

William B. Dayhas served as Executive Vice President, Merchandising and Supply Chain since July 2010. He served as Senior Vice President — Merchandising and Supply Chain sincefrom July 1, 2009.2009 to July 2010. He began his Sysco career in 1983 as a staff accountant at Sysco’s Memphis, Tennessee subsidiary. Between 1984 and 1987 he divided his time between Sysco’s corporate headquarters and Sysco’s Atlanta subsidiary, where he served as the Chief Financial Officer. In 1987 Mr. Day officially moved to Sysco’s corporate headquarters in Houston where he served in a variety of roles until 1999, when he was promoted to Assistant Controller. Mr. Day started Sysco’s RDC project in 2000, was named Vice President, Supply Chain Management in 2003 and was promoted to Senior Vice President, Supply Chain in July 2007.

William J. DeLaneyis described under “Election of Directors”.Directors.”

Michael W. Greenhas served as Executive Vice President, Foodservice Operations, with expanded responsibilities over all of NortheastSysco’s U.S. and North Central U.S.Canadian Broadline Foodservice Operations, since January 2008.July 2010. Mr. Green began his Sysco career in 1991 as a member of the Management Development Program and was named Sysco’sSysco Chicago’s Vice President of Marketing later that year. In 1992, he was promoted to Senior Vice President of Marketing and Merchandising, and then to Executive Vice President, of Sysco’s Chicago operating company. In 1994, Mr. Green became the President and Chief Executive Officer of Sysco Food Services of Detroit. He was promoted in 2004 to Senior Vice President of Operations for Sysco’s Midwest Region,Region. In January 2008, Mr. Green was promoted to Executive Vice President of Northeast and North Central U.S. Foodservice Operations, a position he held until his promotion to his current title.

James D. Hopehas served as Executive Vice President, Business Transformation, since January 2010. He served as Senior Vice President, Business Transformation, sincefrom November 2008.2008 to January 2010. Mr. Hope started his career at Sysco’s corporate headquarters as a financial analyst in 1987. He advanced through the Operations Review department,

Michael C. NicholsRussell T. Libbyhas served as Sysco’s Vice President, General Counsel since 1998, assumed the added responsibility ofand Corporate Secretary since December 31, 2010. From 1997 through September 2007, Mr. Libby worked for the North America unit of COFRA Holding A.G., a Swiss international conglomerate, in 2002,various positions of increasing responsibility, culminating in service as President of COFRA North America and Vice President, Legal for Good Energies, Inc., an affiliated investment advisor. He joined Sysco in October 2007 as Assistant Vice President, Mergers and Acquisitions and Real Estate and was promoted to Senior Vice President and Assistant General Counsel in July 2006. In 2009, Mr. Nichols assumed additional responsibilities for the oversight of Sysco’s Human Resources and Administrative functions. Mr. Nichols began his Sysco career in 1981 as General Counsel at Sysco’s corporate office in Houston, a position he held through 1988. In 1991, he rejoined Sysco Corporation as Vice President of Management Development and Human Resources, and in 1998 he advanced to the position of General Counsel.until December 2010.

Larry G. Pulliamhas served as Sysco’s Executive Vice President, Foodservice Operations since July 2009. In his newthis role, Mr. Pulliam has responsibility foroversees Sysco’s specialty companies and SYGMA (Sysco’s quick-serve restaurant distribution company), while continuing to have executive management responsibility for Sysco’s sales to contract andmulti-unit customers in the casual dining and large venue market segments.segments, Sysco’s distribution services group and Sysco’s non-Canadian international operations. Mr. Pulliam began his foodservice career in 1975 with a regional foodservice company in Fort Worth, Texas. He served in a variety of areas for that company, from warehouse operations to information services, before joining Sysco’s corporate office in 1987. Mr. Pulliam was named Vice President of Operations for Sysco’s Los Angeles operation in 1991, and in 1995 he transferred to the Baltimore subsidiary to serve as Executive Vice President and Chief Operating Officer. He returned to Sysco’s corporate office in 1997 as Vice President and Chief Information Officer, a position he held until he was promoted to President and Chief Executive Officer of Sysco Food Services of Houston, LP in 2000. Mr. Pulliam then returned to Sysco’s corporate office as Senior Vice President, Merchandising Services in 2002 and served in that role until 2005, when he was promoted to Executive Vice President, Merchandising Services. From 2005 to July 2009, he served as Executive Vice President, Global Sourcing and Supply Chain.

On an ongoing basis, the Board plans for succession to the position of CEO and other key management positions, and the Corporate Governance and Nominating Committee oversees this management development and succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as perspective on potential candidates from outside the company. On an annual basis, the Board and its Corporate Sustainability Committee have engaged in discussions with management regarding increasing the diversity of Sysco’s executive management team. In addition, the CEO periodically provides the Board with an assessment of potential successors to other key positions.

DuringIn fiscal 2008, as part of the Board’s ongoing succession planning, the executive management team engaged an independent advisor to evaluate and analyze the strengths and weaknesses of Sysco’s top executives. In addition, in fiscal 2009, the Board and its Corporate Sustainability Committee engaged in discussions with management regarding increasing the diversity of Sysco’s executive management team. In addition, the Chief Executive Officer and Chief Operating Officer have included2011, Sysco’s effectiveness in management development and succession planning aswere a part of their fiscal 2010our CEO’s non-financial performance goals, which are reviewed at the end of theeach fiscal year by the Compensation and Corporate Governance and Nominating Committees. In addition, the Compensation Committee assessed Sysco’s performance in select non-financial areas, including the overall effectiveness of its management development and succession planning processes in determining the magnitude of the 2011 bonus payment to our CEO for which Mr. DeLaney received credit toward his 2011 bonus payment. Management development and succession planning remain top priorities of executive management and the Board.Board during fiscal 2012, as evidenced by the following:

The following table sets forth certain information with respect to the beneficial ownership of Sysco’s common stock, as of September 21, 2009,August 30, 2011, by (i) each current director, and each director nominee, (ii) each named executive officer (as defined under “Compensation Discussion and Analysis”), and (iii) all directors director nominees and executive officers as a group. To our knowledge, no person or group beneficially owned more than 5% of our common stock as of September 21, 2009.August 30, 2011. Unless otherwise indicated, each stockholder identified in the table has sole voting and investment power with respect to his or her shares. Fractional shares have been rounded down to the nearest whole share.

In the event that these ownership guidelines present an undue hardship for an executive, the Chairman of the Corporate Governance and Nominating Committee may make an exception or provide an alternative to address the intent of the guidelines, taking into consideration the executive’s personal circumstances.

We adopted guidelines with a specific number of shares rather than a multiple of salary to protect executives from unnecessary concern regarding fluctuations in the stock price, and the Corporate Governance and Nominating Committee will periodically review the guidelines to determine if they need to be updated due to, among other things, significant changes in the price of Sysco stock. Based on an assumed $25$27 Sysco stock price, the CEO ownership requirement of 175,000 shares equals a value of approximately five and one-half4.1 times Mr. DeLaney’s salary. The other officer ownership requirements are set at lower levels that Sysco believes are reasonable given their salaries and responsibility levels. The graduated approach of a three-yearRestricted stock and then five-year requirement also allows a reasonable amount of time for an executive to accumulate the shares necessary to satisfy the ownership requirements imposed upon him following his appointment or promotion. Restrictedrestricted stock unit incentives, coupled with shares obtained from the exercise of stock options, are anticipated to provide all executives with ample opportunity to satisfy these requirements within the specified time frames.

The table below shows the salaries of each named executive officer at the beginning and end of fiscal 20092010, 2011 and 2012 and the percentage changes over thatchange from period to period:

The discretionary performance-based bonuses are subject to Sysco’s incentive clawback policy. In the event the Committee determines within thirty-six (36) months of the payment of the discretionary performance-based bonuses that the factors upon which they were paid no MIP bonushave materially changed, including but not limited to a restatement of financial results other than as the result of a change in accounting policy, then the Committee has the right to recoup from each of the named executive officers the amount determined by the Committee, in its sole and absolute discretion, provided that such amount shall not exceed the amount of the discretionary bonuses paid to the named executive officers for fiscal 2009.officers.

In approving the agreements for fiscal 2012, the Committee targeted each named executive officer’s MIP bonus at the following percentages of base salary: 150% for Mr. DeLaney, 125% for Messrs. Green and Pulliam and 100% for Messrs. Kreidler and Hope. The fiscal 2010 bonus program is based on the same criteria as the 2009 program. Unlike prior MIP2012 awards however, the fiscal 2010 awards are also subject to clawback provisions that provide that, subject to applicable governing law, all or a portion of the bonus paid pursuant to the 20102012 awards may be recovered by Sysco if there is a restatement of our financial results, other than a restatement due to a change in accounting policy, within 36 months of the payment of the bonus and the restatement would result in the payment of a reduced bonus if the bonus was recalculated using the restated financial results. The Committee has the sole discretion to determine the form and timing of the repayment. See “— Potential Impact on Compensation of Financial Restatements.”

The Committee approved the discretionary bonuses after careful consideration, based on the multiple factors discussed below. During fiscal 2011, Sysco was presented with two unique opportunities to partially withdraw from an underfunded multi-employer pension plan, or MEPP, for an aggregate amount of 200%approximately $41.5 million. The Board supported management’s decision to partially withdraw from the MEPP, as this action significantly reduced stockholder exposure to this uncertain and underfunded potential obligation. When the fiscal 2011 bonus program was established, these opportunities had not been anticipated or considered, and thus the impact of base salary, Sysco’s target for total cash compensationthe approximately $41.5 million expenditure resulted in fiscal 2009 would place the named executive officers near the peer group’s 75^th percentile, except for Mr. Schnieders’ target total cash compensation, which would be near the median. The Committee approved the same gridnot earning MIP bonuses for fiscal 2010 based on the prior year’s analysis.

The Committee approved these discretionary bonuses after taking into consideration the anticipated value of the compensation to the named executive officers that will not be deductible for federal income tax purposes for fiscal 2011 as a result of payment of the discretionary bonuses, in accordance with Section 162(m) of the Internal Revenue Code. The Committee considers this loss of the deduction to be warranted in light of the benefits to Sysco and its shareholders of appropriately compensating and incentivizing the named executive officers. CAP confirmed to the Committee that the size of the discretionary performance-based bonuses was reasonable based on capital reflectedSysco’s underlying fiscal 2011 performance.

The Committee determined in August 2011 that it would begin to move toward an acknowledgement by Syscoannual incentive program with performance benchmarks derived from an assessment of market conditions, operating expectations, and other relevant factors. This contrasts with the prior practice of linking targets to the prior year’s results. CAP has informed the Committee that while it was previously believed that return on stockholder’s equity was an important metric to shareholders and the investment community, return on capital has now become a more significant part of such investors’ focus. These changes were also made, and the specific levels of performance chosen, in order to bring Syscothis approach is more in line with the compensation programsmajority of Sysco’s peer group. The fiscal 2012 program is meant to be transitional, in that it still requires an increase in the performance criteria relative to fiscal 2011 for earnings growth and sales growth,but significant changes were made from fiscal 2011, as discussed above. The Committee added the sales component in order to bring the bonus program more in line with Sysco’s peer group, and the change from three year average return on invested capital to an annual calculation was recommended by management and was driven by the inclusion in the fiscal 2012 program of the ability to adjust for major acquisitions and other unusual events, minimizing the need to normalize results over a three-year period. The decision to pay the bonus for each performance component separately, regardless of whether the threshold for the others is achieved, was driven by market practice. The changes in the threshold and maximum bonus levels were based on benchmarking of the peer group. The Committee determined to exclude the extraordinary items described above because they represent items that generally involve current period costs that do not result in benefits until later periods, or vice versa. In light of the foregoing, Sysco’s executive management team prepared the earnings per share, sales and return on capital components of the fiscal 2012 MIP bonuses. It was both management’s and the Committee’s intent to create a bonus formula that will be more likely to pay an annual bonus in the event Sysco performs at the median level relative to its peers focusthan may have been the case with respect to prior year bonus formulas; however, as discussed above, fiscal 2012 is a transitional year, so in addition to basing performance levels on company salesSysco’s internal projections, increases from the prior year were also imposed at the threshold level. The Committee believes that the threshold and earnings growth, focus on improved asset management, more closely link compensationtarget levels of performance represent challenging but reasonably obtainable Sysco performance while levels in excess of the target level represent exemplary and extremely challenging performance. The reductions in the target bonus levels for each of the named executive officers other than Mr. DeLaney were driven by the Committee’s express goal of increasing base salaries to Sysco’s growth expectations and shareholder value creation, and improve the alignment between Sysco’s business strategy and performance. These measures were carried forwardmove them closer to the fiscal 2010 program.

For the reasons discussed above with respect to fiscal 2011, the Committee continues to believe that non-financial goals are extremely important in evaluating the CEO’s performance and that they should therefore also have an impact on his MIP bonus. The performance goals for fiscal 20092012 were properly aligned withchosen by the responsibilities of the other named executive officers and that a supplemental bonusCommittee based on non-financial performance criteria was not necessary or appropriate for them for fiscal 2009.

Fiscal 2009The Committee granted fiscal 2011 longer-term incentives in November 2010. These incentives consisted of three-year cash performance units, granted in September 2008 and stock options granted in November 2008.and restricted stock units. For details regarding these grants see “Executive Compensation — Cash Performance Unit Plan”Plan,” “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End,” and “Executive Compensation — Grants of Plan-Based Awards.” Now that the MIP bonus no longer includes a stock match portion, it is the intent of the Committee to add restricted stock or restricted stock units, with vesting over a period of three years, to the mix of longer-term incentives, beginning with the fiscal 2010 grants in November 2009.

During fiscal 2009, exclusive of the special grants to Messrs. DeLaney and Spitler made in January and February 2009 and except as discussed below with respect to Messrs. Spitler and Schnieders,2011, the named executive officers received approximately 50% of the value of their long-term incentives in stock options, valued using a Black-Scholes model, and the remaining 50% in cash performance units, valued at their target levels. While the Committee always retains discretion regarding future grants of equity-based awards and long-term incentives, it is currently anticipated that beginning in fiscal 2010, Sysco’s CEO, President and all corporate Executive Vice Presidents will receive approximately 50% of the value of their long-termlonger-term incentives in stock options, approximately 25% in cash performance units (“CPUs”), and approximately 25% in grants of restricted stock or restricted stock units (“RSUs”), with the options valued using an approximation of the Black-Scholes model,value, CPUs valued at the target level of $35$1.00 per unit and each share of restricted stock or restricted stock unitRSU valued at the closing price of Sysco common stock on the business day prior to the grant.

Under the Sysco Corporation 20042008 Cash Performance Unit Plan, as amended, participants in the MIP have the opportunity to receive cash incentive payments based on Sysco’s performance over a three-year period. We pay any awards earned under these plans in cash rather than in Sysco stock or stock units. CPU grants are forward-looking and the grant of CPUs typically does not take into account prior Sysco or individual performance. The payout on CPUs is based on the company’sSysco’s actual performance over the three-year performance cycle beginning with the fiscal year in which the CPU is granted. In September 2008,November 2010, the Committee

Our adjusted sales growth over the three-year performance period ended on July 2, 2011 was 1.6% and our average growth in footnote (3) todiluted earnings per share over the Summary Compensation Table. performance period was 2.8%, neither of which satisfied the minimum criteria necessary for a payout.

The specific performance measures and related potential payouts for each year’sthe September 2008, November 2009 and November 2010 corporate grantgrants are shown under “Executive Compensation — Cash Performance Unit Plans.” Pursuant

With respect to the termsCPUs to be granted in November 2011, the Committee currently intends to replace the previous performance criteria with a measure based on Sysco’s total shareholder return over the three fiscal year performance period including fiscal 2012, 2013 and 2014 relative to that of the grant agreements, Mr. Schnieders’ will continueS&P 500. Based upon where Sysco’s total shareholder return for that period falls relative to receive any amounts earned pursuantthe other S&P 500 companies, CPUs are expected to his CPUs following his retirement.