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SYSCO CORPORATION // 2024 Proxy Statement | 1 |
2 | SYSCO CORPORATION // 2024 Proxy Statement |
SYSCO CORPORATION // 2024 Proxy Statement | 3 |
LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR | ||
Kevin Hourican Chair of the Board and Chief Executive Officer | Larry Glasscock Lead Independent Director |
Kevin Hourican Chair of the Board and Chief Executive Officer | Larry Glasscock Lead Independent Director |
4 | SYSCO CORPORATION // 2024 Proxy Statement |
November 15, 2024 10:00 A.M. (Central Time) |
By telephone | See the instructions at www.proxyvote.com. |
By Internet | See the instructions at www.proxyvote.com. |
By mail | If you requested a paper copy of the Proxy Statement, complete the enclosed proxy card, including your signature and the date, and return in the enclosed postage-paid envelope. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on November 15, 2024 The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 29, 2024 are available at www.proxyvote.com. | ||
SYSCO CORPORATION // 2024 Proxy Statement | 5 |
Proposal | Board voting recommendation | Where to find more information |
Elect 11 directors for a one-year term (Item 1) | FOR each nominee | Page 18 |
Approve, on an advisory basis, the compensation paid to our named executive officers (Item 2) | FOR | Page 47 |
Approve the adoption of the Sysco Corporation 2025 Employee Stock Purchase Plan (Item 3) | FOR | Page 84 |
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025 (Item 4) | FOR | Page 89 |
Consider a stockholder proposal related to establishing a measurable, timebound targets for ensuring group sow housing for its private brand pork products (Item 5) | AGAINST | Page 90 |
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Name | Age | Director since | Experience | Independent | Committee Memberships(1) | Other Public Company Boards | |
Daniel J. Brutto | 68 | September 2016 | Former President, UPS International and Senior Vice President, United Parcel Service, Inc. | Yes | CGN Executive Sustainability* | •Illinois Tool Works Inc. | |
Francesca DeBiase | 59 | November 2023 | Former Executive Vice President Chief Global Supply Chain Officer at McDonald’s Corporation | Yes | Audit Sustainability | •Norfolk Southern Corporation | |
Ali Dibadj | 49 | January 2022 | Chief Executive Officer Janus Henderson Group plc | Yes | Audit Sustainability | •Janus Henderson Group plc | |
Larry C. Glasscock(2) | 76 | September 2010 | Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc. (now Elevance, Inc.) | Yes | CLD CGN Executive | •Simon Property Group, Inc. | |
Jill M. Golder | 62 | January 2022 | Former Senior Vice President and Chief Financial Officer Cracker Barrell Old Country Store, Inc. | Yes | Audit CLD Technology | •ABM Industries, Inc. | |
Bradley M. Halverson | 64 | September 2016 | Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc. | Yes | Audit* CLD Executive | •Constellation Energy Corporation •Lear Corporation | |
John M. Hinshaw | 54 | April 2018 | Former GMD Chief Operating Officer, HSBC Group Management Services, Ltd. | Yes | CGN* CLD Executive Technology | ||
Kevin P. Hourican(3) | 51 | February 2020 | Chair of the Board and Chief Executive Officer, Sysco Corporation | No | Executive | •Tapestry, Inc. | |
Roberto Marques | 59 | August 2024 | Former Director, Executive Chairman and CEO of Natura & Co. Holdings SA | Yes | Audit Sustainability | •Alcoa Corporation | |
Alison Kenney Paul | 66 | January 2022 | Managing Director, Global Alliances Google, Inc. | Yes | CGN CLD* Executive | ||
Sheila G. Talton | 71 | September 2017 | President and Chief Executive Officer of Gray Matter Analytics | Yes | CGN Sustainability Technology* Executive | •Deere & Company •OGE Energy Corp. |
SYSCO CORPORATION // 2024 Proxy Statement | 7 |
Accounting/ Audit/ Financial Reporting | ||
8 | ||
Business Operations | ||
10 | ||
Distribution/ Supply Chain | ||
7 | ||
Executive Leadership/ Management | ||
11 | ||
Finance | ||
10 | ||
Foodservice Industry Experience | ||
4 | ||
HR/ Human Capital Management/ Large Workforce | ||
9 | ||
International/ Global | ||
9 |
M&A/ Integration | ||
7 | ||
Marketing/ Sales/ Merchandising | ||
6 | ||
Public Company Board Service | ||
10 | ||
Risk Oversight/ Management | ||
10 | ||
Strategy Development | ||
10 | ||
Sustainability/ Responsible Growth | ||
6 | ||
Digital Technology/ Cybersecurity | ||
5 |
Lead Independent Director | |
15-year limit on director tenure | |
Annual Board and committee self-evaluations | |
Periodic 360-degree individual director performance evaluations | |
90.9% of the Board nominees are independent | |
Annual election of all directors | |
No director may serve on more than four other boards and no audit committee member may serve on more than two other audit committees |
Independent directors meet regularly without management present | |
Proxy access right | |
Stockholder right to call a special meeting | |
Significant stock ownership requirements for all directors and executive officers | |
Single class of voting stock | |
Regular engagement with stockholders | |
Majority voting standard |
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PEOPLE | •Donated millions of meals to support communities globally in need and continued to make progress toward our global good goal to generate $500 million worth of good by 2025. •Invested in enhanced safety programs for all colleagues; with a focus on our front line warehouse and driver personnel; making safety a top priority for all leaders in the organization. |
PRODUCT | •Launched One Planet. One Table. product offering, featuring the U.S. Foodservice Industry’s largest assortment of certified and sustainably focused products. •Published our first Sustainable Packaging Guidelines for Suppliers and held the inaugural Sysco One Planet. One Table. Sustainable Packaging Contest for suppliers focusing on reducing plastic in product packaging by substituting more sustainable packaging materials. |
PLANET | •Advanced the Company’s fleet decarbonization program by introducing an additional 111 electric vehicles across North America and Sweden and using renewable diesel to significantly reduce emissions in California and Oregon. •Waste: We have made progress on our waste goal, improving diversion from 67% to 83% from fiscal year 2023 to June 2024 while reducing the costs of waste haulage. |
SYSCO CORPORATION // 2024 Proxy Statement | 9 |
Pay Element | Description | Fiscal Year 2024 Performance Process |
Base Salary | Cash | A fixed, competitive base salary intended to reflect the Named Executive Officer's ("NEO’s") position and responsibilities. Base salary helps to contribute to an overall competitive pay mix with an appropriate balance between fixed and variable pay elements. |
Annual Incentive Program | Cash | Variable component aimed at rewarding the achievement of annual performance objectives, consisting of the following performance measures: 70% Financial Measures, 20% Recipe for Growth SBOs; and 10% Responsible Growth SBOs. |
Long-Term Incentive Program | Performance Share Units 50% of LTIP opportunity | Enhance longer-term performance and compensation alignment by linking payouts to the achievement of financial goals and based 37.5% upon EPS, 37.5% upon ROIC and 25% on targeted revenue growth. The total number of shares earned by each NEO as a result of the Company’s performance with regard to these performance targets will be subject to adjustment based on the Company’s total shareholder return (“TSR”) during the performance period as compared to the S&P 500 companies. |
Restricted Stock Units 30% of LTIP opportunity | Strengthens retention over relevant time periods to help ensure consistency and execution of long-term strategies. | |
Stock Options 20% of LTIP opportunity | Closely align the executives’ interests with those of our stockholders, with realized value based on post-grant share price appreciation. Also, fosters retention through time vesting requirements. |
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BOARD COMPOSITION AND ACCOUNTABILITY: | |
Board Leadership | •Mr. Glasscock serves as Lead Independent Director to the Board of Directors •Each Board committee has an independent chair |
Board Refreshment & Director Tenure Policy | •Non-employee directors may not serve on the Board for more than 15 years •Five of our current independent directors have joined the Board in the past five years •Average tenure of the independent director nominees is five years |
Board Evaluations | •Annual Board and committee self-evaluations aim to increase Board effectiveness and inform future Board refreshment efforts •Periodic 360-degree performance evaluations of individual directors |
Director Independence | •At least a majority of our directors must meet the New York Stock Exchange (“NYSE”) criteria for independence, as well as the additional criteria set forth in our Corporate Governance Guidelines (the "Guidelines") •All members of the Audit, the CLD, and Governance Committees must be independent under the applicable standards of the NYSE and the Securities and Exchange Commission (“SEC”) •Our Board has determined that all director nominees, other than the CEO, are independent |
Annual Elections | •All of our directors are elected annually |
Risk Oversight | •The Board works through its committees and senior management to exercise oversight of the enterprise risk management process |
• |
SYSCO CORPORATION // 2024 Proxy Statement | 11 |
STOCKHOLDER RIGHTS: | |
Proxy Access | •Stockholders who have beneficially owned 3% or more of our outstanding Common Stock continuously for at least three years may nominate a number of director nominees equal to the greater of two or 20% (rounded down) of the total number of directors constituting our Board, subject to applicable limitations and procedural requirements |
Right to Call Special Meeting | •Stockholders holding at least 25% of our outstanding Common Stock have the right to call a special meeting of stockholders, subject to applicable limitations and procedural requirements |
Action by Written Consent | •Stockholders having at least the minimum voting power required to take a corporate action may do so by a written consent in lieu of calling a stockholders meeting |
Majority Voting Standard | •Each of our directors is elected by a majority of the votes cast in an uncontested election •Any incumbent director who fails to receive more “for” than “against” votes must tender an offer to resign to the Board |
Single Voting Class | •We have only one class of stock, Common Stock, that is entitled to vote on the election of directors and other matters submitted to a vote of stockholders |
Stockholder Engagement | •We prioritize a program of regular engagement with our stockholders regarding matters of corporate governance, executive compensation and sustainability •Board leaders, including our Chair of the Board and CEO, the Lead Independent Director and the Chair of our Governance Committee, participate in stockholder engagement initiatives |
No Poison Pill | •We do not have a poison pill or similar stockholder rights plan |
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Audit Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Mr. Halverson (Chair) Ms. DeBiase Mr. Dibadj Ms. Golder Mr. Marques | •Oversees and reports to the Board with respect to various auditing and accounting matters, including the selection of the independent registered public accounting firm (the “Independent Auditors”), the scope of audit procedures, the nature of all audit and non-audit services to be performed by the Independent Auditors, the fees to be paid to the Independent Auditors, and the performance of the Independent Auditors; •Reviews Sysco’s accounting practices and policies; •Reviews and discusses with management certain treasury/finance matters, including the Company’s policies governing capital structure, debt limits, dividends, and liquidity, and reviews and recommends to the Board the issuance and repurchase of Company securities; •Assists the Board with its oversight and monitoring of the Company’s risk assessment and risk management policies and processes; •Oversees and reports to the Board with respect to compliance with legal and regulatory requirements, corporate accounting, reporting practices, and the integrity of the Company’s financial statements; and •In consultation with the Sustainability Committee, reviews with management the Company’s sustainability disclosures within the financial reporting framework, including the Annual Sustainability Report, the alignment of the Company’s financial reporting and sustainability disclosures and the internal controls and procedures related to sustainability disclosures, including any assurance being provided by the Independent Auditors or other third parties. The Board has determined that each member of the Audit Committee is independent, as defined in the NYSE’s listing standards, Section 10A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Guidelines. The Board has determined that each member of the Audit Committee is financially literate and that each of Messrs. Dibadj and Halverson and Ms. Golder meets the definition of an audit committee financial expert as defined in SEC rules. No Audit Committee member serves on the audit committees of more than two other public companies. | 10 |
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Compensation and Leadership Development Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Ms. Paul (Chair) Mr. Glasscock Ms. Golder Mr. Halverson Mr. Hinshaw | •Evaluates and approves executive compensation philosophies, policies, plans, and programs, including to ensure that compensation actions link pay and performance, provide a competitive pay opportunity to attract and retain key executive talent, provide accountability for short- and long-term performance, and align the interests of Sysco’s senior officers with the interests of stockholders; •Establishes and approves all compensation, including the corporate goals on which compensation is based, of the CEO and the other senior officers, including the NEO's; •Oversees the process for the evaluation of management, including the CEO; •Reviews and approves any clawback policy allowing the recoupment of compensation paid to colleagues, including the senior officers; •Reviews and approves all employment agreements, separation and severance agreements and other compensatory contracts, arrangements, perquisites and payments with respect to current or former senior officers; •Reviews and determines equity awards for all colleagues that participate in any incentive programs, and oversees management’s exercise of its previously delegated equity grant authority; •Reviews, approves, and recommends the establishment or amendment of any compensation or retirement program (i) in which any senior officer will participate, (ii) that requires stockholder approval, or (iii) that could reasonably be expected to have a material cost impact; •Reviews and discusses with the CEO the Company’s leadership development programs and succession planning for the other senior officers; •Evaluates the independence and any potential conflict of interest raised by the work of a compensation consultant, independent legal counsel or other advisor (whether retained by the CLD Committee or management) prior to selecting or receiving advice, taking into consideration all factors relevant to its independence from management, including any factors required by the NYSE or applicable law; and •Reviews the Company’s human capital policies and strategies. Except for decisions that impact the compensation of Sysco’s CEO, the CLD Committee is generally authorized to delegate any decisions it deems appropriate to a subcommittee. In such a case, the subcommittee must promptly report any action that it takes to the full CLD Committee. In addition, the CLD Committee may delegate to any one or more members of the Board its full equity grant authority (other than for grants made to Sysco’s senior officers). The CLD Committee has delegated such authority to the CEO with respect to certain non- executive employees, subject to specified limitations. For a detailed description of the CLD Committee’s processes and procedures for determining executive compensation, see the “Compensation Discussion and Analysis” section of this Proxy Statement below. The Board has determined that each member of the CLD Committee is independent as defined in the NYSE’s listing standards and the Company’s Corporate Governance Guidelines. COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of our CLD Committee is, or has at any time during the past year been, an officer or employee of Sysco or had any relationship requiring disclosure by Sysco under Item 404 of Regulation S-K. During fiscal year 2024, there were no situations where an executive officer of Sysco served on the compensation committee or board of another corporation that had an executive officer serving on Sysco’s Board of Directors or the CLD Committee. | 10 |
SYSCO CORPORATION // 2024 Proxy Statement | 15 |
Corporate Governance and Nominating Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Mr. Hinshaw (Chair) Mr. Brutto Mr. Glasscock Ms. Paul Ms. Talton | •Recommends to the Board nominees for election as directors and candidates for appointment to the Board’s committees; •Recommends to the Board candidates for appointment as senior officers of the Company; •Oversees the process for reviewing the performance of the members of the Board and its committees; •Recommends to the Board the compensation of non-employee directors; •Reviews related person transactions and reviews and makes recommendations regarding changes to Sysco’s Related Person Transaction Policy; •Reviews and makes recommendations regarding the organization and effectiveness of the Board and its committees, the conduct of meetings, and CEO succession planning; •Reviews and makes recommendations regarding changes to Sysco’s Global Code of Conduct, periodically reviews overall compliance with the Code, and approves any waivers to the Code given to Sysco’s executive officers and directors; •Monitors compliance with and approves waivers to Sysco’s Securities Trading Policy; and •Recommends to the Board a set of corporate governance guidelines applicable to the Company. The Board has determined that each member of the Governance Committee is independent as defined in the NYSE’s listing standards and the Company’s Guidelines. | 10 |
Primary Responsibilities | Fiscal Year 2024 Meetings | |
Mr. Brutto (Chair) Ms. DeBiase Mr. Dibadj Mr. Marques Ms. Talton | •Reviews and acts in an advisory capacity to the Board and management with respect to policies and strategies that affect Sysco’s role as a socially responsible organization; •Reviews, evaluates, and provides input on the development and implementation of Sysco’s sustainability strategy, including as it relates to the achievement of sustainability goals and objectives previously established by the Board; and •Reviews Sysco’s charitable, civic, educational, and business contributions and policies and practices related thereto. | |
Technology Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Ms. Talton (Chair) Ms. Golder Mr. Hinshaw | •Reviews and acts in an advisory capacity to the Board and management with respect to those polices and strategies of the Company that affect the Company’s technology strategies; •Reviews material information technology (“IT”) projects and assesses whether and to what extent Sysco’s IT programs effectively support the Company’s business and strategic objectives; •Advises the Board with regard to significant IT matters; and •Supports the Board in its oversight of cybersecurity risk management efforts. | |
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