Sysco (SYY) 8-K Submission of Matters to a Vote of Security Holders

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 15, 2019

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 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (“Sysco” or the “Company”) held on November 15, 2019, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2020 Annual Meeting of Stockholders. Thomas L. Bené was re-elected with 95.27% of the votes cast, Daniel J. Brutto was re-elected with 99.69% of the votes cast, John M. Cassaday was re-elected with 95.42% of the votes cast, Joshua D. Frank was re-elected with 99.48% of the votes cast, Larry C. Glasscock was re-elected with 97.21% of the votes cast, Bradley M. Halverson was re-elected with 99.66% of the votes cast, John M. Hinshaw was re-elected with 99.44% of the votes cast, Hans-Joachim Koerber was re-elected with 98.04% of the votes cast, Stephanie A. Lundquist was elected with 99.75% of the votes cast, Nancy S. Newcomb was re-elected with 96.52% of the votes cast, Nelson Peltz was re-elected with 91.78% of the votes cast, Edward D. Shirley was re-elected with 98.67% of the votes cast and Sheila G. Talton was re-elected with 98.52% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2019 proxy statement, was approved by 96.09% of the votes cast. The ratification of the appointment of the independent registered public accounting firm for fiscal 2020 was approved by 97.84% of the votes cast. The stockholder proposal requesting an independent board chair policy was not approved by stockholders, receiving approximately 31.21% 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.

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The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 – Election of Directors

Name	Votes For		Votes Against		Total Votes Cast		Abstentions		Broker Non- Votes
Thomas L. Bené		366,590,405		18,163,724		384,754,129		2,255,614		61,930,104
Daniel J. Brutto		384,982,920		1,163,183		386,146,103		863,640		61,930,104
John M. Cassaday		368,461,385		17,678,559		386,139,944		869,799		61,930,104
Joshua D. Frank		384,168,277		1,995,554		386,163,831		845,912		61,930,104
Larry C. Glasscock		375,729,019		10,763,765		386,492,784		516,959		61,930,104
Bradley M. Halverson		384,845,645		1,312,623		386,158,268		851,475		61,930,104
John M. Hinshaw		383,996,531		2,152,660		386,149,191		860,552		61,930,104
Hans-Joachim Koerber		378,580,570		7,529,417		386,109,987		899,756		61,930,104
Stephanie A. Lundquist		385,260,241		946,295		386,206,536		803,207		61,930,104
Nancy S. Newcomb		372,721,339		13,430,797		386,152,136		857,607		61,930,104
Nelson Peltz		354,376,936		31,708,630		386,085,566		924,177		61,930,104
Edward D. Shirley		381,023,591		5,108,134		386,131,725		878,018		61,930,104
Sheila G. Talton		380,477,948		5,700,900		386,178,848		830,895		61,930,104

Proposal 2 – Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2019 proxy statement

Votes For	Votes Against	Votes Cast	Abstentions	Broker Non-Votes
370,653,861	15,057,874	385,711,735	1,298,008	61,930,104

Proposal 3 – Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2020

Votes For	Votes Against	Votes Cast	Abstentions
438,575,185	9,646,472	448,221,657	718,190

Proposal 4 – Stockholder proposal requesting an independent board chair policy

Votes For	Votes Against	Votes Cast	Abstentions	Broker Non-Votes
120,202,092	264,825,604	385,027,696	1,982,047	61,930,104

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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: November 15, 2019	By:	/s/ Eve M. McFadden
		Eve M. McFadden
		Vice President, Legal, General Counsel and Corporate Secretary

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