8-K

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 9, 2006

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 office) (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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Salary Increases for Named Executive Officers

On November 9, 2006, the Compensation Committee (the “Committee”) of the Board of Directors of Sysco Corporation (“SYSCO” or the “Company”) approved base salary increases for the officers included in the Summary Compensation Table in SYSCO’s proxy statement for its 2006 Annual Meeting of Stockholders (the “Named Executive Officers”). As a result of the increases, the new annual base salaries for the Named Executive Officers, effective January 1, 2007, are as follows:

Name and Title	New Base Salary
Richard J. Schnieders Chairman of the Board, Chief Executive Officer and President	$	1,118,000
John K. Stubblefield, Jr. Executive Vice President, Finance and Chief Financial Officer	$	615,000
Larry J. Accardi Executive Vice President, Contract Sales; and President, Specialty Distribution Companies	$	580,000
Kenneth F. Spitler Executive Vice President; and President of North American Foodservice Operations	$	590,000
Larry G. Pulliam Executive Vice President, Merchandising Services	$	540,000
James E. Lankford Senior Vice President, Foodservice Operations	$	480,000
Stephen F. Smith Senior Vice President, Foodservice Operations	$	470,000

     The material elements of the Named Executive Officers’ compensation packages are more fully described in the Company’s most recently filed proxy statement and subsequent periodic reports.

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ITEM 8.01 OTHER EVENTS

Increase in Quarterly Dividend Payment and Results of Stockholder Voting at Annual Meeting

On November 10, 2006, the Company issued a press release announcing an increase in its quarterly cash dividend payment and the results of stockholder voting at the Company’s Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Manuel A. Fernandez, a new director elected at the Company’s Annual Meeting, was appointed by the Board of Directors to serve on its Corporate Governance and Nominating Committee and its Finance Committee.

Non-Employee Director Retainer Awards; Stock Option and Restricted Stock Grants to Newly Elected Director

On November 10, 2006, each of Nancy S. Newcomb (who was appointed to the Board of Directors in February 2006) and Manuel A. Fernandez (who was elected to the Board of Directors at the 2006 Annual Meeting) was granted 6,000 shares of common stock as a one-time retainer stock award pursuant to the terms of the 2005 Non-Employee Directors Stock Plan. Such awards are required by the terms of the Plan to be made on the date of the annual meeting of stockholders to each non-employee director who has not previously received a retainer award and vest ratably over a three-year period. The form of Retainer Stock Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on November 10, 2006, the Board of Directors, upon recommendation of the Corporate Governance and Nominating Committee, granted Mr. Fernandez stock options and a stock award pursuant to the 2005 Sysco Corporation Non-Employee Directors Stock Plan. The restricted stock grant was for 3,000 shares and vests ratably over a three-year period. The form of Restricted Stock Grant Agreement is filed as Exhibit 10(j) to the Company’s Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 and incorporated herein by reference. The options grant Mr. Fernandez the right to purchase 3,500 shares at an exercise price of $34.99 per share, the closing price of the Company’s common stock on the New York Stock Exchange on November 9, 2006, vest ratably over a three-year period, and expire November 9, 2013. The form of Option Grant Agreement is filed as Exhibit 10(i) to the Company’s Form 10-Q for the quarter ended December 31, 2005 filed on February 9, 2006 and incorporated herein by reference.

Amendments to Corproate Governance Guidelines Regarding Stock Ownership Requirements for Executive Officers

On November 10, 2006, the Board of Directors amended the portion of the Company’s Corporate Governance Guidelines relating to stock ownership requirements for executive officers. The revised requirements provide that Section 16 executive officers should continuously own the number of shares set forth in the table below.

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	Req. within 3 years	Req. within 5 years
CEO	100,000 shares	175,000 shares
CFO and EVPs	15,000 shares	30,000 shares
Other SVPs	10,000 shares	20,000 shares
Other Section 16 officers	5,000 shares	10,000 shares

The three and five year periods above shall begin running when an individual is elected to any of the positions above; provided, however, that if an individual is promoted to a position that requires the ownership of a greater amount of stock within a given time period than his or her prior position, the time period pertaining to the new position shall begin to run upon effectiveness of the promotion; provided, further, however, that the individual shall continue to comply with the ownership requirements applicable to his or her prior position at all times subsequent to the promotion. For example, if an individual is promoted from SVP to EVP after having served three years as SVP, he or she would be required to own stock equal to 10,000 shares at all times during each of the first two years following the promotion (the fourth and fifth years following the hiring as SVP). At the end of the second year following the promotion (expiration of five years from hiring as SVP), he or she would be required to own 20,000 shares. At the end of the fifth year after the promotion, he or she would be required to own 30,000 shares.

The previously reported 18-month waiver of the Company’s stock ownership requirements granted by the Board of Directors on September 8, 2006 for one of the Company’s executive officers (who is not a Named Executive Officer) remains in effect.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits.

Exhibit Number		Description
	10.1	Form of Retainer Stock Award Agreement under the 2005 Non-Employee Directors Stock Plan.
	99.1	Press Release dated November 10, 2006 announcing an increase in the quarterly dividend payment and the results of stockholder voting at its Annual Meeting.

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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, 2006	By:	/s/ Michael C. Nichols
		Michael C. Nichols
		Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

10.1	Form of Retainer Stock Award Agreement under the 2005 Non-Employee Directors Stock Plan.
99.1	Press Release dated November 10, 2006 announcing an increase in the quarterly dividend payment and the results of stockholder voting at its Annual Meeting.

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EX-10.1

Exhibit 10.1

SYSCO CORPORATION
2005 NON-EMPLOYEE DIRECTORS STOCK PLAN

RETAINER STOCK AWARD AGREEMENT

     This Retainer Stock Award Agreement (“Agreement”) was made and entered into as of ___, 200___(“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “SYSCO”), and ___, a director of SYSCO (hereinafter “Director”).

W I T N E S S E T H:

     WHEREAS, the Board of Directors of SYSCO has adopted, and SYSCO’s stockholders have approved, the Sysco Corporation 2005 Non-Employee Directors Stock Plan (the “Plan”), the purpose of which is to promote the interests of SYSCO and its stockholders by enhancing SYSCO’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in SYSCO through the ownership of common stock, $1.00 par value, of SYSCO (“Common Stock”); and

     WHEREAS, the Plan provides that, as of the date of each of SYSCO’s Annual Meeting of Stockholders, each non-employee director who was not a member of the Board of Directors of SYSCO at the previous Annual Meeting of Stockholders and who has never received a retainer stock award under any non-employee director compensation plan or arrangement of SYSCO shall be granted a Retainer Stock Award consisting of 6,000 shares of SYSCO Common Stock; and

     WHEREAS, Director is a non-employee member of the Board of Directors as of the date hereof, has never received a retainer stock award under any non-employee director compensation plan or arrangement of SYSCO, desires to serve on the Board of Directors of SYSCO and desires to accept an award of restricted stock in accordance with the terms and provisions of the Plan and this Agreement;

     NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. GRANT OF RETAINER STOCK AWARD.

     SYSCO, as authorized by the Board of Directors, hereby grants to Director 6,000 shares of restricted Common Stock (the “Retainer Stock Award”) pursuant to the provisions of the Plan. The Retainer Stock Award shall be subject to vesting as set forth in the Plan and summarized below:

(a)	One-third of the Retainer Stock Award shall vest on the anniversary of the Date of Grant.
(b)	An additional one-third of the Retainer Stock Award shall vest on the second anniversary of the Date of Grant.
(c)	The final one-third of the Retainer Stock Award shall vest on the third anniversary of the Date of Grant.
(d)	Any unvested portion of a Retainer Stock Award shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in SYSCO acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.

2. RESTRICTION ON TRANSFER.

     The restricted Common Stock granted as a Retainer Stock Award and the shares of SYSCO Common Stock received pursuant to this Agreement shall not be sold, pledged, assigned, transferred, or encumbered prior to the time the Retainer Stock Award vests as described herein.

3. DEPOSIT WITH SYSCO.

     Each certificate of Retainer Stock Award awarded hereunder shall be registered in the name of the Director and left, prior to its vesting, on deposit with SYSCO with a stock power endorsed in blank. Each such certificate will contain the following legend:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the SYSCO Corporation 2005 Non-Employee Directors Stock Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from SYSCO Corporation.

4. CERTAIN RIGHTS OF DIRECTOR.

     Except as otherwise set forth herein, Director, as owner of shares of restricted Common Stock granted as a Retainer Stock Award, shall have all the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive all dividends paid with respect to such shares; provided, that all such rights shall be forfeited in respect to any portion of the Retainer Stock Award as of the date all or any portion of such award is forfeited.

5. CESSATION OF SERVICE.

     Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Retainer Stock Award, Director shall forfeit the portion of the Retainer Stock Award which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Retainer Stock Award shall remain in effect and vest, as if Director had remained a Non-Employee Director of SYSCO. Upon the death of Director, any unvested portion of the Retainer Stock Award shall vest.

6. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.

     In the event of a change in the capitalization of SYSCO due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the aggregate shares subject to this Agreement shall be adjusted to reflect such change.

7. NO COMPROMISE WITH REGULATORY AUTHORITY.

     Notwithstanding any other provision of this Agreement, Director agrees that SYSCO shall not be obligated to deliver any shares of Common Stock, if counsel to SYSCO determines such delivery would violate any law or regulation of any governmental authority or agreement between SYSCO and any national securities exchange upon which the Common Stock is listed.

8. PLAN CONTROLS.

     In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

9. END OF RESTRICTIONS; DELIVERY OF STOCK.

     If all terms and conditions of this Agreement are complied with in full, all restrictions on the Retainer Stock Award referred to herein shall lapse and the Director shall receive the certificate representing such shares of SYSCO Common Stock.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SYSCO CORPORATION
By:	Richard J. Schnieders
	Chairman, Chief Executive Officer and President
DIRECTOR [Name]

EX-99.1

Exhibit 99.1

SYSCO

SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
NEWS RELEASE

FOR IMMEDIATE RELEASE	FOR MORE INFORMATION
	CONTACT:	John M. Palizza Assistant Treasurer (281) 584-1308

SYSCO INCREASES QUARTERLY DIVIDEND PAYMENT 11.8%

Shareholders Elect Five Directors, Approve Ernst & Young as Independent Auditor
and Ratify Majority Vote Resolution

     HOUSTON, November 10, 2006 — SYSCO Corporation (NYSE: SYY) today announced at the company’s annual shareholders’ meeting that the company’s Board of Directors has approved a 11.8 percent increase in the quarterly cash dividend to $0.19 per share from the current $0.17 per share. The new dividend is payable on January 26, 2007, to common shareholders of record at the close of business on January 5, 2007.

     Richard J. Schnieders, SYSCO’s chairman, chief executive officer and president, said, “Our shareholders have received more than $2.6 billion in the form of dividend payouts since our founding. Today’s announcement is SYSCO’s 38^th dividend increase in our 37-year history and is testament to the Board’s continued confidence in our ability to grow our business, generate consistent gains in sales and earnings, increase cash flow and gain market share.”

     The company also announced that Jonathan Golden, Joseph A. Hafner, Jr., Nancy S. Newcomb and Richard J. Schnieders were all reelected as Class II directors to serve an additional three-year term, and Manual A. Fernandez was elected to a one-year term as a Class III director.

     Mr. Fernandez, 60, has been the managing director of SI Ventures, a venture capital firm, since 1998 and chairman emeritus of Gartner, Inc., a leading information technology research and consulting company, since 2001. Prior to his present positions, Mr. Fernandez was chairman, president, and chief executive officer of Gartner. Mr. Fernandez also serves on the board of directors of Brunswick Corporation, Flowers Foods, Inc., The Black & Decker Corporation and several private companies and foundations. He is also chairman of the board of trustees of the University of Florida.

     In other matters, shareholders approved the appointment of Ernst & Young as independent accountants of the corporation. Shareholders also approved a non-binding resolution requesting that the Board of Directors implement a majority vote policy. The Board of Directors had neither recommended shareholders vote for or against the proposal. SYSCO’s Board has directed the Corporate Governance and Nominating Committee to conduct a study of corporate governance best practices and to recommend appropriate governance-related amendments for adoption to the Company’s Bylaws and Corporate Governance Guidelines. The Committee has preliminarily indicated that such recommendations will include, at a minimum, adding an appropriate majority vote standard and the Board will take into consideration the stockholder vote on this proposal when considering the Corporate Governance and Nominating Committee’s recommendations.

     SYSCO is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. For the fiscal year 2006 that ended July 1, 2006, the company generated $32.6 billion in sales. For more information about SYSCO visit the company’s Internet home page at www.sysco.com.

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