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 November 16, 2018, the stockholders of Sysco Corporation (“Sysco” or the “Company”) approved the adoption of the Sysco Corporation 2018 Omnibus Incentive Plan as successor to Sysco’s 2013 Long-Term Incentive Plan at the Company’s 2018 Annual Meeting of Stockholders held on November 16, 2018 (the “Annual Meeting”). The description of the material terms and conditions of the Sysco Corporation 2018 Omnibus Incentive Plan is set forth on pages 81 through 90 of the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 5, 2018 and is incorporated herein by reference.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2019 Annual Meeting of Stockholders. Thomas L. Bené was re-elected with 95.59% of the votes cast, Daniel J. Brutto was re-elected with 99.35% of the votes cast, John M. Cassaday was re-elected with 97.13% of the votes cast, Joshua D. Frank was re-elected with 99.04% of the votes cast, Larry C. Glasscock was re-elected with 96.21% of the votes cast, Bradley M. Halverson was re-elected with 99.21% of the votes cast, John M. Hinshaw was re-elected with 99.54% of the votes cast, Hans-Joachim Koerber was re-elected with 99.36% of the votes cast, Nancy S. Newcomb was re-elected with 98.56% of the votes cast, Nelson Peltz was re-elected with 97.63% of the votes cast, Edward D. Shirley was re-elected with 98.98% of the votes cast and Sheila G. Talton was re-elected with 98.15% of the votes cast. The stockholders also approved the adoption of the Sysco Corporation 2018 Omnibus Incentive Plan by 92.63% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2018 proxy statement, was approved by 96.24% of the votes cast. The ratification of the appointment of the independent registered public accounting firm for fiscal 2019 was approved by 97.93% of the votes cast. The stockholder proposal regarding a policy limiting accelerated vesting of equity awards upon a change in control was not approved by stockholders, receiving approximately 33.04% 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 except the approval of the Sysco Corporation 2018 Omnibus Incentive Plan. New York Stock Exchange rules require that the proposal to approve the adoption of the Sysco Corporation 2018 Omnibus Incentive Plan receive a majority of the votes cast, whether for, against or abstain. Accordingly, abstentions were counted as votes against with respect to this proposal.
The final results of the voting on each matter of business at the Annual Meeting are as follows:
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