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 15, 2024
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Registrant’s telephone number, including area code: (281 ) 584-1390
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Sysco Corporation (the “Company” or “Sysco”) held on November 15, 2024, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2025 Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 97.94% of the votes cast, Francesca DeBiase was elected with 99.33% of the votes cast, Ali Dibadj was re-elected with 98.89% of the votes cast, Larry C. Glasscock was re-elected with 96.12% of the votes cast, Jill M. Golder was re-elected with 98.63% of the votes cast, Bradley M. Halverson was re-elected with 97.82% of the votes cast, John M. Hinshaw was re-elected with 95.00% of the votes cast, Kevin P. Hourican was re-elected with 92.27% of the votes cast, Roberto Marques was re-elected with 99.60% of the votes cast, Alison Kenney Paul was re-elected with 91.93% of the votes cast, and Sheila G. Talton was re-elected with 98.10% of the votes cast. The advisory stockholder vote on the compensation paid to Sysco’s named executive officers, as set forth in Sysco’s 2024 proxy statement for the Annual Meeting, was approved by 93.80% of the votes cast. The stockholder vote to approve the adoption of the Sysco Corporation 2025 Employee Stock Purchase Plan was approved by 99.59% of the votes cast. The stockholder vote to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025 was approved by 95.42% of the votes cast. The stockholder proposal related to the establishment of measurable, timebound targets for ensuring group sow housing for Sysco's private brand pork products, designated as proposal #5 in Sysco’s 2024 proxy statement for the Annual Meeting, was withdrawn by the proponent after the mailing of the proxy materials. As a result of the withdrawal, no votes were tabulated or reported with respect to the proposal.
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 the election of directors and each of the other proposals.
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 | 383,102,300 | 8,018,393 | 391,120,693 | 515,228 | 48,836,226 | ||||||||||||
| Francesca DeBiase | 388,549,481 | 2,600,510 | 391,149,991 | 485,930 | 48,836,226 | ||||||||||||
| Ali Dibadj | 386,858,213 | 4,319,486 | 391,177,699 | 458,222 | 48,836,226 | ||||||||||||
| Larry C. Glasscock | 376,042,867 | 15,140,379 | 391,183,246 | 452,675 | 48,836,226 | ||||||||||||
| Jill M. Golder | 385,787,372 | 5,356,765 | 391,144,137 | 491,784 | 48,836,226 | ||||||||||||
| Bradley M. Halverson | 382,630,929 | 8,488,019 | 391,118,948 | 516,973 | 48,836,226 | ||||||||||||
| John M. Hinshaw | 371,571,831 | 19,546,718 | 391,118,549 | 517,372 | 48,836,226 | ||||||||||||
| Kevin P. Hourican | 359,853,398 | 30,127,007 | 389,980,405 | 1,655,516 | 48,836,226 | ||||||||||||
| Roberto Marques | 389,568,869 | 1,554,966 | 391,123,835 | 512,086 | 48,836,226 | ||||||||||||
| Alison Kenney Paul | 359,589,839 | 31,551,991 | 391,141,830 | 494,091 | 48,836,226 | ||||||||||||
| Sheila G. Talton | 383,701,369 | 7,399,178 | 391,100,547 | 535,374 | 48,836,226 | ||||||||||||
Proposal 2 - Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2024 proxy statement
| Votes For | Votes Against | Votes Cast | Abstentions | Broker Non-Votes | ||||||||||
| 366,536,136 | 24,204,086 | 390,740,222 | 895,699 | 48,836,226 | ||||||||||
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Proposal 3 – Approval of the adoption of the Sysco Corporation 2025 Employee Stock Purchase Plan
| Votes For | Votes Against | Votes Cast | Abstentions | Broker Non-Votes | ||||||||||
| 388,483,961 | 1,562,590 | 390,046,551 | 1,589,370 | 48,836,226 | ||||||||||
Proposal 4 - Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2025
| Votes For | Votes Against | Votes Cast | Abstentions | ||||||||
| 419,888,730 | 20,132,696 | 440,021,426 | 450,721 | ||||||||
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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 19, 2024 | By: | /s/ Eve M. McFadden | ||||||
| Eve M. McFadden | ||||||||
| Senior Vice President, Legal, General Counsel and Corporate Secretary | ||||||||
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