Sysco Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant
Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
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SYSCO CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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SYSCO CORPORATION // 2024 Proxy Statement
1
 
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TABLE OF
CONTENTS
2
SYSCO CORPORATION // 2024 Proxy Statement
TABLE OF CONTENTS
1This paragraph contains non-GAAP financial measures, which are denoted as “adjusted.” See pages 29 through 34 in the attached Form 10-K for a reconciliation of
these non-GAAP measures to the corresponding GAAP results and an explanation of the adjustments that we have made in order to calculate these
adjusted measures.
SYSCO CORPORATION // 2024 Proxy Statement
3
 
LETTER FROM OUR
CHAIR OF THE BOARD
& CEO AND LEAD
INDEPENDENT
DIRECTOR
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Kevin Hourican
Chair of the Board and
Chief Executive Officer
Larry Glasscock
Lead Independent
Director
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Dear Sysco Stockholder,
On behalf of the Board of Directors, we are pleased to invite
you to attend Sysco’s 2024 Annual Meeting of Stockholders
which will take place virtually on November 15, 2024, at 10:00
a.m. (Central Time).
An outline of business to be conducted at the Annual Meeting
can be found in the attached Notice of Annual Meeting and
Proxy Statement. As a Stockholder in Sysco, your opinion
matters to us, and we hope we can count on you to review
these materials and to submit your vote to support
management. Full instructions for voting your shares are
contained in this Proxy Statement.
In April 2024, we announced Kevin Hourican’s appointment as
Chair of the Board of Directors, in addition to his role as Chief
Executive Officer ("CEO"). We would like to thank Ed Shirley,
our former Chair, for his eight years of service on our Board. 
We are thankful for Ed’s significant contributions to Sysco
during his tenure.  As a board, we are focused on maximizing
value for you, our Stockholders, delivering strong service to our
customers, and creating compelling careers for our colleagues.
Financial Strength in a Complex Economic Environment1
Building on a history of financial strength, in fiscal year 2024
we have once again delivered strong financial results, growing
our business more than 1.75x the U.S. foodservice market. We
delivered $78.8 billion in revenue for the year, a growth of
3.3%. Additionally, we delivered $3.2 billion of operating
income for the year, a growth of 5.4% and $3.5 billion of
adjusted operating income for the year, a growth of 8.4%; and
adjusted EPS of $4.31 for the year, a growth of 7.5%. 
Our robust cash generation, and strong balance sheet, enabled
Sysco to return over $2.2 billion to our stockholders through
both dividends and share repurchases. We also ended the
year at 2.7x net debt to adjusted EBITDA, within our
target ratio.
Sysco Positioned to Deliver Results in a Growing Market
With our focus shifting to fiscal year 2025, we have never been
more excited about our future and Sysco’s trajectory of strong,
       
profitable growth. Sysco has an unmatched supply of
competitive assets. Key strengths include the unique offerings
of our Specialty companies; and the promising growth
prospects of our International business, where we have
delivered increasingly profitable growth for three successive
years. We are confident we will continue our strong success in
our national sales segment, and we will make solid progress in
strengthening our performance in the local sector. We are
focusing on the right topics within our local business, and those
efforts will pay dividends in 2025 and beyond. All told, Sysco
has a strong competitive moat, a relentless desire to improve,
and a strong customer focus. These attributes will enable
Sysco to grow our market share, profitably, for years to come.
Shareholder Engagement
During the past year, John Hinshaw, Chair of the Corporate
Governance and Nominating Committee, joined Larry
Glasscock in dialogue with Stockholders. Together with
management, meetings took place with holders of
approximately 38% of institutionally held Sysco shares. During
these discussions with Stockholders, the topics covered
included the Board’s composition, executive compensation,
and our oversight of sustainability. Additional details about our
Stockholder engagement program can be found within this
Proxy Statement.
We greatly appreciate the time taken by our investors to
provide the Board with valuable insight on how they believe
Sysco can improve, and we look forward to our
continued dialogue.
On behalf of the Board of Directors and Sysco’s Management
Team, it is a great privilege to serve you, our Stockholders, and
all Sysco stakeholders. We appreciate your continued trust and
support, and are grateful to you for being Sysco stockholders.
  
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Kevin Hourican
Chair of the Board and Chief
Executive Officer
 
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Larry Glasscock
Lead Independent Director
4
SYSCO CORPORATION // 2024 Proxy Statement
NOTICE
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of Annual Meeting
of Stockholders
1390 Enclave Parkway
Houston, Texas 77077-2099
November 15, 2024
10:00 A.M. (Central Time)
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The Annual Meeting of Stockholders (the “Annual Meeting”) of
Sysco Corporation, a Delaware corporation (“Sysco,” the
“Company,” “we,” “us” or “our”), will be held on Friday,
November 15, 2024, at 10:00 a.m. (Central Time). We are
holding the Annual Meeting in a virtual-only meeting format.
You will not be able to attend the Annual Meeting at a physical
location. We believe a virtual meeting will provide all
stockholders a consistent experience and allow you to
participate in the Annual Meeting, regardless of your location.
You will be able to submit questions during the meeting using
online tools, providing the opportunity for meaningful
engagement with the Company. For more information about
the virtual-only meeting format, please see Question 5, “How
do I attend the Annual Meeting?” on page 94 of the
accompanying Proxy Statement.
Record Date
The record date for the Annual Meeting is September 16, 2024.
Only stockholders of record of the Company’s common stock
(“Common Stock”) at the close of business on the record date
will be entitled to receive notice of and to vote during the
Annual Meeting or any adjournment or postponement thereof.
Voting Your Proxy
For instructions on voting, please refer to the notice you
received in the mail or, if you requested a hard copy of the
Proxy Statement, on your enclosed proxy card. To cast your
vote during the Annual Meeting, you will need to enter the 16-
digit control number found on the notice or proxy card, as
applicable, at the time you log in to the meeting at
virtualshareholdermeeting.com/SYY2024. You may inspect a
list of stockholders of record at the Company’s headquarters
during regular business hours within the 10-day period before
the Annual Meeting.
Items of Business
During the Annual Meeting, you will be asked to:
1.Elect as directors the 11 nominees named in the
accompanying Proxy Statement to serve until the Annual
Meeting of Stockholders in 2025;
2.Approve an advisory resolution regarding the
compensation paid to Sysco’s named executive officers;
3.Approve the adoption of the Sysco Corporation 2025
Employee Stock Purchase Plan;
4.Ratify the appointment of Ernst & Young LLP as Sysco’s
independent registered public accounting firm for
fiscal year 2025;
5.Consider a stockholder proposal related to establishing
measurable, time bound targets for ensuring group sow
housing for its private brand pork products; and
6.Transact any other business as may properly be
brought before the meeting or any adjournment or
postponement thereof.
We encourage you to vote your proxy in advance of the Annual
Meeting, even if you plan to attend, to ensure that your shares
are represented. There are three convenient ways to vote
right now:
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.
Dated and first mailed to stockholders on or about October 3,
2024 Houston, Texas
By Order of the Board of Directors
Eve M. McFadden
Senior Vice President, Legal,
General Counsel and Corporate Secretary
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
PROXY STATEMENT SUMMARY
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This summary highlights information contained in this Proxy Statement. This summary does not contain all of the information that
you should consider, and you should read the entire Proxy Statement carefully before voting. For complete information about
Sysco’s performance, please see our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
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WHEN
WHERE
RECORD DATE
Friday, November 15, 2024,
at 10:00 a.m. (Central)
The meeting will be held virtually at
virtualshareholdermeeting.com/SYY2024
September 16, 2024
At the close of business on the record date, there were 491,237,936 shares of Common Stock outstanding and entitled to vote at
the Annual Meeting. Each stockholder is entitled to one vote for each share owned on the record date on each matter presented at
the Annual Meeting.
MEETING AGENDA
The matters we will act upon at the Annual Meeting are:
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
BUSINESS HIGHLIGHTS
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SALES
INCREASED
3.3%
TO
$78.8 BILLION
OPERATING
INCOME
INCREASED
5.4%
TO $3.2 BILLION
NET
EARNINGS
INCREASED
10.5%
TO $2.0 BILLION
EBITDA1
INCREASED
12.7%
TO $4.0 BILLION
(1)See reconciliation in Annex I - Non-GAAP Reconciliations.
6
SYSCO CORPORATION // 2024 Proxy Statement
PROXY STATEMENT SUMMARY
Director Nominees
DIRECTOR NOMINEES
Name
Age
Director
since
Experience
Independent
Committee
Memberships(1)
Other Public
Company Boards
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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.
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Francesca
DeBiase
59
November
2023
Former Executive Vice
President Chief Global
Supply Chain Officer at
McDonald’s Corporation
Yes
Audit
Sustainability
Norfolk Southern
Corporation
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Ali Dibadj
49
January
2022
Chief Executive Officer
Janus Henderson
Group plc
Yes
Audit
Sustainability
Janus Henderson
Group plc
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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.
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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.
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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
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John M.
Hinshaw
54
April
2018
Former GMD Chief
Operating Officer, HSBC
Group Management
Services, Ltd.
Yes
CGN*
CLD
Executive
Technology
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Kevin P.
Hourican(3)
51
February
2020
Chair of the Board and
Chief Executive Officer,
Sysco Corporation
No
Executive
Tapestry, Inc.
05_433320-1_directorphotos_RMarques.jpg
Roberto
Marques
59
August
2024
Former Director,
Executive Chairman and
CEO of Natura & Co.
Holdings SA
Yes
Audit
Sustainability
Alcoa Corporation
 
05_433320-1_directorphotos_AKPaul.jpg
Alison Kenney
Paul
66
January
2022
Managing Director,
Global Alliances
Google, Inc.
Yes
CGN
CLD*
Executive
05_433320-1_directorphotos_STalton.jpg
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.
(1)Full committee names are as follows:
“Audit” – Audit Committee |“CGN” – Corporate Governance and Nominating Committee |“Executive” – Executive Committee
“CLD” – Compensation and Leadership Development Committee |“Sustainability” – Sustainability Committee |“Technology” –
Technology Committee.
(2)Mr. Glasscock currently serves as Lead Independent Director. For more details, see page 27.
(3)Mr. Hourican currently serves as the Chair of the Board. For more details, see page 30.
*Denotes committee chair
SYSCO CORPORATION // 2024 Proxy Statement
7
PROXY STATEMENT SUMMARY
Director Nominees
Director Nominee Tenure and Diversity
INDEPENDENT DIRECTOR NOMINEE TENURE
INDEPENDENT DIRECTOR NOMINEE DIVERSITY
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Director Qualifications
The Board believes every director should have one or more of the following qualifications because they are particularly relevant to
the Company’s strategic priorities. These qualifications were all considered by the Board in connection with this year’s director
nomination process:
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Accounting/ Audit/ Financial Reporting
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8
02_427165-1_icon_Business Operations.jpg
Business Operations
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10
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Distribution/ Supply Chain
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7
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Executive Leadership/ Management
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11
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Finance
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10
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Foodservice Industry Experience
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4
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HR/ Human Capital Management/ Large Workforce
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9
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International/ Global
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9
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M&A/ Integration
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7
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Marketing/ Sales/ Merchandising
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6
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Public Company Board Service
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10
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Risk Oversight/ Management
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10
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Strategy Development
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10
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Sustainability/ Responsible Growth
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6
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Digital Technology/ Cybersecurity
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5
Corporate Governance Facts
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Lead Independent Director
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15-year limit on director tenure
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Annual Board and committee self-evaluations
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Periodic 360-degree individual director
performance evaluations
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90.9% of the Board nominees are independent
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Annual election of all directors
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No director may serve on more than four other boards
and no audit committee member may serve on more
than two other audit committees
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Independent directors meet regularly without
management present
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Proxy access right
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Stockholder right to call a special meeting
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Significant stock ownership requirements for all directors
and executive officers
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Single class of voting stock
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Regular engagement with stockholders
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Majority voting standard
8
SYSCO CORPORATION // 2024 Proxy Statement
PROXY STATEMENT SUMMARY
Director Nominees
Sustainability Highlights
Sysco is committed to caring for people, sourcing products responsibly, and protecting the planet. Program highlights from the last
fiscal year include:
PEOPLE
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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
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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
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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.
For further discussion of Sysco’s sustainability (“Sustainability”) strategy and long-term goals, see our website at www.sysco.com
in the “Sustainability” section.
SYSCO CORPORATION // 2024 Proxy Statement
9
PROXY STATEMENT SUMMARY
Executive Compensation Highlights
EXECUTIVE COMPENSATION HIGHLIGHTS
Fiscal Year 2024 Compensation Design
In July 2023, the Compensation and Leadership Development
Committee (the “CLD Committee”) established the framework
of the executive compensation program for fiscal year 2024.
The CLD Committee acknowledged that in fiscal year 2023,
Sysco successfully achieved record-breaking financial results.
Notably, we recorded an increase in annual sales of 11.2% to
more than $76.3 billion on a comparable 52-week basis.
Additionally, we achieved the highest full-year adjusted
operating income in our history. For more details, please refer
to the reconciliation in Annex I - Non-GAAP Reconciliations.
The CLD Committee is steadfast in its commitment to fostering
a pay-for-performance culture, ensuring that our executive
compensation programs are not only responsive to stockholder
feedback, but also provide clear, quantifiable pre-established
metrics that are aligned with our financial goals. For fiscal year
2024, the CLD Committee implemented financial and
                                                                                                                                                
non-financial measures, incorporating rigorous financial
performance metrics for our Annual Incentive Plan ("AIP") and
Long-Term Incentive Program ("LTIP").
Annual Incentive Program: The AIP for fiscal year 2024 has
been designed to provide an incentive opportunity tied to
financial measures, Strategic Business Objectives ("SBOs")
aligned to the highest priority initiatives under our Recipe for
Growth strategic plan and our Responsible Growth SBOs. This
alignment ensures that the AIP drives financial performance
and also promoted responsible and sustainable growth.
Long-Term Incentive Program: The LTIP includes a
diversified mix of compensation elements: (i) performance
share units ("PSUs") with a three-year performance period
focused on achieving benchmarks related to return on invested
capital, earnings per share and targeted revenue growth; (ii)
restricted stock units ("RSUs"); and (iii) stock options
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.
Our executive compensation programs are strategically
designed to link a substantial portion of annual executive
compensation to Sysco’s performance against pre-established
metrics. These programs are designed to provide highly
competitive compensation packages that reflect superior
performance, thereby motivating our executives to achieve
ambitious goals. Conversely, when performance does not meet
expectations, our variable incentive programs are structured to
result in lower levels of compensation.
We use the following key principles as the cornerstone of
Sysco’s executive compensation programs:
Pay for Performance: Provide base salaries that reflect
each NEO’s background, experience and performance,
combined with variable incentive compensation that rewards
           
NEOs when superior performance is achieved, while below
median performance results in compensation that is below
the median pay of peer companies;
Competitiveness and Retention: Provide a competitive pay
opportunity that attracts and retains the highest
quality executives;
Accountability for Short- and Long-Term Performance:
Strike an appropriate balance between achieving both
short-term and long-term interests of Sysco; and
Alignment with Stockholders’ Interests: Link the interests
of our NEOs with those of our stockholders through
significant at-risk, equity-based compensation.
10
SYSCO CORPORATION // 2024 Proxy Statement
CORPORATE GOVERNANCE
We believe good corporate governance is critical to achieving
business success. To provide a general framework for the
management of the Company and reflect our commitment to
sound governance practices, the Board has adopted certain
policies and other documents, collectively referred to in this
Proxy Statement as our “Governance Documents.” Our
Governance Documents include the following:
Amended and Restated Bylaws;
Corporate Governance Guidelines;
the Charters of the Board’s six standing committees; and
the Global Code of Conduct.
The Governance Documents outline the functions of the Board
and each Board committee, director responsibilities, and
various processes and procedures designed to ensure
effective and responsive governance.
The Corporate Governance and Nominating Committee (the
“Governance Committee”) regularly reviews the Governance
Documents and recommends revisions, as needed, to the
Board to reflect developments in the law and corporate
governance practices.
The Governance Documents are available to view or download
from our website at www.sysco.com under “Investors—
Corporate Governance.” These documents will also be
provided without charge to any stockholder, upon written
request to the Corporate Secretary at Sysco Corporation, 1390
Enclave Parkway, Houston, Texas 77077. The information on
any website referenced in this Proxy Statement, including
www.sysco.com, is not deemed to be part of or incorporated by
reference into this Proxy Statement.
Governance Highlights
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
Overboarding Policy
Non-employee directors should generally not serve on more than four additional public-
company boards of directors (or two additional boards for directors who are employed full time)
Members of the Audit Committee may not serve on more than two other public company
audit committees
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
CORPORATE GOVERNANCE
Board Leadership Structure
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
BOARD LEADERSHIP STRUCTURE
Our Guidelines provide the Board with flexibility to determine
the leadership structure that best serves the interests of Sysco
and our stockholders based on evolving needs. The Board
regularly evaluates whether the roles of CEO and Chair of the
Board should be combined or separated. We currently have a
combined Chair of the Board and CEO leadership structure.
The recent selection of Mr. Hourican as Chair of the Board was
a result of the Board’s implementation of a thoughtful
succession plan and represents the Board’s determination that
having Mr. Hourican, our Company’s CEO, serve as Chair of
the Board is in the best interest of our stockholders at this time.
When the Chair of the Board and CEO roles are combined, as
they are currently, our Guidelines require that the Board elect a
Lead Independent Director position to serve as the principal
liaison between the independent directors and the CEO.
Concurrent with the Board's selection of Mr. Hourican as Chair
of the Board the Board elected Mr. Glasscock to serve as the
Lead Independent Director.
The Board views the current leadership structure as having the
following advantages:
Strong Linkage Between Strategy and Company
Performance. Mr. Hourican’s familiarity with Sysco’s business
and his role in the day-to-day operations of the Company’s
business position him to facilitate effective Board oversight of
Sysco’s strategy, including enhancement of stockholder value
and growth and expansion of the Company’s business.
Enhancement of Board Efficiency and Effectiveness.
Mr. Hourican’s day‑to‑day role in managing our business and
implementing strategy provides him with access to the people,
information, and resources that allow him to efficiently identify
and timely communicate significant business developments
and sensitive matters to our independent directors.
Independent Governance Oversight. The Board believes
that having a Lead Independent Director provides the Board
with independent leadership and facilitates the independence
of the Board from management. Our Lead Independent
Director, Mr. Glasscock, provides strong independent
leadership and oversight, leveraging his substantial business
experience, his service on our Board through multiple business
cycles, and his prior role as Chair of our Governance
Committee, where he guided a number of successful
leadership transitions. This experience makes Mr. Glasscock a
particularly valued advisor to our Chair of the Board and CEO
and provides him with a deep level of understanding of our
business that enhances his independence from management.
The Lead Independent Director’s clearly defined role and
responsibilities as detailed below, coupled with leadership of
each Board Committee by an independent director, ensures
that the independent directors have the ability to devote Board
attention to any matter they deem appropriate.
12
SYSCO CORPORATION // 2024 Proxy Statement
CORPORATE GOVERNANCE
Director Independence
Robust Lead Independent Director Responsibilities:
Presides at all meetings of the Board at which the Chair of
the Board is not present, including executive sessions of the
independent directors;
Consults with the independent directors and serves as the
primary liaison between the independent directors and the
Chair of the Board and CEO;
Ensures effective communication among Board members;
Establishes the agenda for, calling and presiding for each
meeting of the independent directors as necessary
or desirable;
Consults with the CEO on the board agenda and ensure
there is adequate time allotted for key topics;
Approves materials sent to the Board;
Evaluates, in collaboration with the CLD Committee, the
performance of the Chair of the Board and CEO relative to
any corporate goals and objectives established by the
CLD Committee;
Leads the Board’s annual self-assessment;
Retains outside advisors and consultants to report directly to
the Board;
Maintains free and open communication with the
management of the Company; and
Participates in stockholder outreach.
DIRECTOR INDEPENDENCE
Our Guidelines require that at least a majority of our directors
meet the criteria for independence that the NYSE has
established for continued listing, as well as the additional
criteria set forth in the Guidelines. Additionally, we require that
all members of the Audit Committee, the CLD Committee, and
the Governance Committee be independent, that all members
of the Audit Committee satisfy the additional requirements of
the NYSE and SEC rules, and that all members of the CLD
Committee satisfy the additional NYSE requirements.
For a director to be considered independent under the NYSE
corporate governance listing standards, the Board must
determine that the director does not have any direct or indirect
material relationships with the Company, including any of the
relationships identified in the NYSE independence standards.
The Board considers all relevant facts and circumstances in
making its independence determinations.
To assist the Board in determining director independence, our
Corporate Governance Guidelines provide that the following
relationships will not impair a director’s independence:
if a Sysco director is an executive officer of another company
that does business with Sysco and the annual sales to, or
purchases from, Sysco are less than 2% of the annual
consolidated gross revenues of that other company;
if a Sysco director is an executive officer of another company
that is indebted to Sysco, or to which Sysco is indebted, and
the total amount of either company’s indebtedness to the
other is less than 2% of the total consolidated assets of the
other company, so long as payments made or received by
Sysco as a result of such indebtedness do not exceed the
greater of $1 million or 2% of such other company’s
consolidated gross revenues; and
if a Sysco director serves as an officer, director or trustee of
a tax-exempt charitable organization, and Sysco’s
discretionary charitable contributions to the organization,
without reference to Sysco’s automatic matching of employee
charitable contributions, are less than 2% of that
organization’s total annual charitable receipts.
The Board has reviewed all relevant relationships between
those individuals who served as a director at any time during
fiscal year 2024 and Sysco. The relationships reviewed
included any described below under “Certain Relationships and
Related Person Transactions” and several relationships that
did not automatically impair independence under the NYSE
standards or our Guidelines, either because of the type of
affiliation between the director and the other entity or because
the amounts involved did not meet the applicable thresholds.
These additional relationships included the following, which
were considered by the Board at the time it made its
independence determinations: (for purposes of this section, the
terms “Sysco,” “we,” “us” and “our” include our
operating companies.)
Mr. Dibadj’s service as Chief Executive Officer of an asset
management company that owns less than 5% of Sysco’s
outstanding Common Stock based on its most recent
public disclosure;
Ms. Golder’s service as a director of one of our customers;
Mr. Halverson’s service as a director of a charitable
organization that is one of our customers and his service as a
director of a utility company that provides electricity services
to certain facilities within Sysco, in each of the past three
fiscal years;
Mr. Hinshaw’s former service as a director of one of our
suppliers and his former service as an executive officer of a
banking and financial services organization that provides
commercial lending services to Sysco and that has received
from Sysco, in each of the past three fiscal years, an
aggregate amount significantly less than the maximum
amount permitted under the NYSE listing standards for
director independence (i.e., 2% of the other entity’s
consolidated gross revenues);
Mr. Marques's service a director of one of our customers;
Ms. Paul’s service as a managing director of a Sysco
customer and supplier that has paid to Sysco, and received
from Sysco and her service as a director of a charitable
SYSCO CORPORATION // 2024 Proxy Statement
13
CORPORATE GOVERNANCE
Board Committees
organization where Sysco makes charitable contributions, in
each of the past three fiscal years, an aggregate amount
significantly less than the maximum amount permitted under
the NYSE listing standards for director independence (i.e.,
2% of the other entity’s consolidated gross revenues);
Mr. Shirley’s service as a director of two of our
customers; and
Ms. Talton's service as a director of one of our customers
and her service as a director of a charitable organization that
is also one of our customers.
After reviewing this information, the Board has determined that
no Board nominee, other than Mr. Hourican, has a material
relationship with Sysco and that all nominees, other than
Mr. Hourican, are independent under the NYSE standards and
the categorical standards set forth in our Guidelines.
The Board also determined that Dr. Koerber, retired effective
as of November 17, 2023, and Mr. Shirley, who resigned from
the Board effective April 30, 2024, for personal health reasons,
were independent during their time as directors of Sysco during
fiscal year 2024.
The Board has also determined that each member of the Audit
Committee, CLD Committee and Governance Committee is
independent. Our Guidelines also provide that no independent
director who is a member of the Audit, CLD or Governance
Committees may receive any compensation from Sysco, other
than in his or her capacity as a non-employee director or
committee member. The Board has determined that no non-
employee director received any compensation from Sysco at
any time since the beginning of fiscal year 2024, other than in
his or her capacity as a non-employee director, committee
member, committee chair or Chair of the Board.
BOARD COMMITTEES
The Board has six standing committees: Audit Committee, the
CLD Committee, the Governance Committee, Sustainability
Committee, Technology Committee, and Executive Committee.
The written charters for all six committees are published on our
website at www.sysco.com under “Investors — Corporate
Governance.” The current membership and primary
responsibilities of the committees are summarized below.
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
14
SYSCO CORPORATION // 2024 Proxy Statement
CORPORATE GOVERNANCE
Board Committees
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.
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SYSCO CORPORATION // 2024 Proxy Statement
15
CORPORATE GOVERNANCE
Board Committees
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
Sustainability
Committee
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.
5
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.
4
Executive Committee
Primary Responsibilities
Fiscal Year
2024 Meetings
Mr. Hourican (Chair)
Mr. Brutto
Mr. Glasscock
Mr. Halverson
Mr. Hinshaw
Ms. Paul
Ms. Talton
Acts in the place of the Board and exercises all of the powers of the Board when
necessary, to the extent permitted by applicable law, between meetings of the Board.
0
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SYSCO CORPORATION // 2024 Proxy Statement
CORPORATE GOVERNANCE
Annual Board Self-Evaluation
BOARD MEETINGS
During fiscal year 2024, the Board held seven meetings,
including four regular meetings and three special meetings,
and committees of the Board held a total of 39 meetings.
Overall attendance at such meetings was approximately 98%.
Each director attended at least 75% of the aggregate of all
meetings of the Board and the committees on which he or she
served during fiscal year 2024.
The independent directors meet regularly in executive session
without the CEO or any other member of management present.
In fiscal year 2024, the independent directors met in executive
session four times. Mr. Shirley presided over three of the
sessions and Mr. Glasscock presided over one session.
It is the Board’s policy that directors attend the Annual Meeting,