Sysco Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SYY
Food Distributors
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2023
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (the “Company” or “Sysco”) held on November 17, 2023, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2024 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 94.54% of the votes cast, Francesca DeBiase was elected with 99.27% of the votes cast, Ali Dibadj was re-elected with 98.86% of the votes cast, Larry C. Glasscock was re-elected with 94.61% of the votes cast, Jill M. Golder was re-elected with 99.04% of the votes cast, Bradley M. Halverson was re-elected with 96.65% of the votes cast, John M. Hinshaw was re-elected with 97.46% of the votes cast, Kevin P. Hourican was re-elected with 98.93% of the votes cast, Alison Kenney Paul was re-elected with 91.54% of the votes cast, Edward D. Shirley was re-elected with 92.78% of the votes cast and Sheila G. Talton was re-elected with 97.45% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as set forth in Sysco’s 2023 proxy statement for the Annual Meeting, was approved by 93.37% of the votes cast. The advisory stockholder vote with respect to the frequency with which Sysco will conduct future stockholder advisory votes on executive compensation of Sysco’s named executive officers received the following votes (as a percentage of the total votes cast): 1.52% for every 3 years, 0.25% for every 2 years and 98.21% for every year. The stockholder proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024 was approved by 96.42% of the votes cast. The stockholder proposal related to re-establishing a policy for eliminating or reducing gestation crates in the Company’s pork supply chain was not approved by stockholders, receiving 30.91% of the votes cast.
In light of the voting results on Proposal 3, the Company has decided to include the advisory stockholder vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory stockholder vote on compensation paid to the Company’s named executive officers.
With respect to each proposal, the number of votes cast includes all “for” and “against” votes, and abstentions and broker non-votes are disregarded with respect to each proposal.
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 | Votes Cast | Abstentions | Broker Non-Votes | ||||||||||||
Daniel J. Brutto | 371,521,302 | 21,431,023 | 392,952,325 | 594,639 | 52,506,706 | ||||||||||||
Francesca DeBiase | 390,216,225 | 2,865,465 | 393,081,690 | 465,274 | 52,506,706 | ||||||||||||
Ali Dibadj | 388,574,912 | 4,459,513 | 393,034,425 | 512,539 | 52,506,706 | ||||||||||||
Larry C. Glasscock | 371,798,683 | 21,151,025 | 392,949,708 | 597,256 | 52,506,706 | ||||||||||||
Jill M. Golder | 389,335,938 | 3,767,259 | 393,103,197 | 443,767 | 52,506,706 | ||||||||||||
Bradley M. Halverson | 379,776,598 | 13,152,383 | 392,928,981 | 617,983 | 52,506,706 | ||||||||||||
John M. Hinshaw | 382,985,233 | 9,946,350 | 392,931,583 | 615,381 | 52,506,706 | ||||||||||||
Kevin P. Hourican | 388,735,897 | 4,198,316 | 392,934,213 | 612,751 | 52,506,706 | ||||||||||||
Alison Kenney Paul | 359,872,270 | 33,225,101 | 393,097,371 | 449,593 | 52,506,706 | ||||||||||||
Edward D. Shirley | 352,911,076 | 27,433,448 | 380,344,524 | 13,202,440 | 52,506,706 | ||||||||||||
Sheila G. Talton | 383,109,592 | 9,987,508 | 393,097,100 | 449,864 | 52,506,706 | ||||||||||||
Proposal 2 - Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2023 proxy statement
Votes For | Votes Against | Votes Cast | Abstentions | Broker Non-Votes | ||||||||||
366,555,594 | 26,020,850 | 392,576,444 | 970,520 | 52,506,706 | ||||||||||
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Proposal 3 - Approval, by advisory vote, the frequency with which Sysco will conduct future stockholder advisory votes on executive compensation
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
385,895,077 | 1,016,144 | 5,992,924 | 642,819 | 52,506,706 | ||||||||||
Proposal 4 - Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2024
Votes For | Votes Against | Votes Cast | Abstentions | ||||||||
429,402,154 | 15,912,069 | 445,314,223 | 739,447 | ||||||||
Proposal 5 - Stockholder proposal related to re-establishing a policy for eliminating or reducing gestation crates in the Company’s pork supply chain
Votes For | Votes Against | Votes Cast | Abstentions | Broker Non-Votes | ||||||||||
119,777,829 | 267,642,643 | 387,420,472 | 6,126,492 | 52,506,706 | ||||||||||
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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 20, 2023 | By: | /s/ Gerald W. Clanton | ||||||
| Gerald W. Clanton | ||||||||
| Vice President, Legal, Deputy General Counsel and Assistant Corporate Secretary | ||||||||
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