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 18, 2014

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):

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

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

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

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

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 18, 2014, the Board of Directors (the “Board”) of Sysco Corporation (the “Company” or “Sysco”) elected Thomas L. Bené as Executive Vice President and President, Foodservice Operations of the Company effective January 1, 2015, following the previously announced retirement of Michael W. Green scheduled for December 31, 2014. Sysco first publicly announced Mr. Green’s intention to retire via press release on August 5, 2014. On November 21, 2014, Sysco issued the attached press release regarding Mr. Bené’s election.

Mr. Bené, age 52, has served as Executive Vice President and Chief Commercial Officer of the Company since September 1, 2013 and Executive Vice President, Chief Merchandising Officer from May 2013 to September 2013. Prior to joining Sysco, Mr. Bené served as President of PepsiCo Foodservices from 2011 until 2013. Between 2008 and 2011, he held various senior roles with PepsiCo, including President, Pepsi-Cola North American Beverages; SVP, Sales and Franchise Development; President, PepsiCo Foods & Beverages, Canada; and Chief Operating Officer, South Beach Beverage Co. Mr. Bené joined PepsiCo in 1989 after working for American Hospital Supply.

There is no arrangement or understanding with any person pursuant to which Mr. Bené is being elected as Executive Vice President and President, Foodservice Operations. There are no family relationships between Mr. Bené and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Bené does not have a written employment agreement. He receives an annual base salary commensurate with his duties, and his annual base salary will be increased to $725,000, effective January 1, 2015. As a participant in the Company’s annual incentive plan, Mr. Bené is eligible for an annual bonus, and his target annual incentive opportunity for fiscal 2015 will be increased to 125% of his annual base salary, effective January 1, 2015. Mr. Bené also is eligible to participate in the Company’s stock-based incentive plans and other benefit plans and arrangements available to Company officers and employees, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 8, 2014.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Company’s 2014 Annual Meeting of Stockholders (the “Annual Meeting”) held on November 19, 2014, Sysco’s stockholders elected each of the Company’s director nominees, who had been nominated to serve until the Company’s 2015 Annual Meeting of Stockholders. John M. Cassaday was re-elected with 93.45% of the votes cast, Judith B. Craven was re-elected with 94.07% of the votes cast, William J. DeLaney was re-elected with 99.24% of the votes cast, Larry C. Glasscock was re-elected with 84.96% of the votes cast, Jonathan Golden was re-elected with 90.66% of the votes cast, Joseph A. Hafner, Jr. was re-elected with 98.79% of the votes cast, Hans-Joachim Koerber was re-elected with 99.02% of the votes cast, Nancy S.

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Newcomb was re-elected with 99.15% of the votes cast, Richard G. Tilghman was re-elected with 98.66% of the votes cast, and Jackie M. Ward was re-elected with 97.81% of the votes cast. The stockholders also approved the adoption of the Sysco Corporation 2015 Employee Stock Purchase Plan (the “ESPP”) and the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2014 proxy statement, and ratified the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2015. The adoption of the ESPP was approved by 98.78% of the votes cast, the stockholder vote on executive compensation was approved by 92.74% of the votes cast, and the ratification of the appointment of the independent registered public accounting firm for fiscal 2015 was approved by 98.88% of the votes cast. With respect to each item, the number of votes cast includes all “for” and “against” votes, and abstentions and broker non-votes are disregarded with respect to each item.

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		Abstentions		Broker Non-Votes
John M. Cassaday		408,444,945		28,643,857		1,672,796		87,500,933
Judith B. Craven		411,193,786		25,903,686		1,664,126		87,500,933
William J. DeLaney		433,749,978		3,324,956		1,686,664		87,500,933
Larry C. Glasscock		371,347,932		65,715,901		1,697,765		87,500,933
Jonathan Golden		396,263,166		40,811,362		1,687,070		87,500,933
Joseph A. Hafner, Jr.		431,776,964		5,282,259		1,702,375		87,500,933
Hans-Joachim Koerber		432,701,878		4,294,503		1,765,217		87,500,933
Nancy S. Newcomb		433,385,522		3,712,460		1,663,616		87,500,933
Richard G. Tilghman		431,163,636		5,844,649		1,753,313		87,500,933
Jackie M. Ward		427,474,841		9,575,150		1,711,607		87,500,933

Proposal 2 – Approval of the adoption of the Sysco Corporation 2015 Employee Stock Purchase Plan, as a successor to Sysco’s 1974 Employees’ Stock Purchase Plan

Votes For	Votes Against	Abstentions	Broker Non-Votes
430,971,664	5,336,485	2,453,449	87,500,933

Proposal 3 – Approval, by advisory vote, of the compensation paid to Sysco’s named executive officers, as disclosed in Sysco’s 2014 proxy statement

Votes For	Votes Against	Abstentions	Broker Non-Votes
403,226,090	31,561,837	3,973,671	87,500,933

Proposal 4 – Ratification of the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2015

Votes For	Votes Against	Abstentions	Broker Non-Votes
516,562,965	5,841,364	3,858,202	—

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 21, 2014

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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 21, 2014	By:	/s/ Russell T. Libby
		Russell T. Libby
		Executive Vice President-Corporate Affairs, Chief Legal Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 21, 2014

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EX-99.1

EXHIBIT 99.1

SYSCO’S TOM BENÉ NAMED EVP & PRESIDENT OF FOODSERVICE OPERATIONS,

EFFECTIVE JAN. 1, 2015

HOUSTON, Nov. 21, 2014 – Sysco Corporation (NYSE: SYY) announced today that Tom Bené has been appointed executive vice president and president of foodservice operations, effective Jan. 1, 2015. Bené will succeed Mike Green, who previously announced his intention to retire from Sysco at the end of 2014 after 24 years of distinguished service.

Bené will report directly to Bill DeLaney, Sysco president and chief executive officer, and have management responsibility for Sysco’s U.S. broadline operations, SYGMA, specialty meat companies, FreshPoint, Guest Supply, European Imports, international, shared services and revenue management. Pending the close of Sysco’s merger with US Foods, all commercial functions, including contract sales, marketing, merchandising, e-commerce and quality assurance, will also continue to report to Bené. As previously announced, management of these functions will transition to other executives once the transaction has closed.

“Tom is a proven commercial leader with deep expertise and a strong track record in the foodservice industry,” DeLaney said. “Since joining Sysco early in 2013, he has helped drive major advances in category management, revenue management, sales capability, and customer insights and segmentation. We are fortunate to have such a capable leader to succeed Mike.”

Bené joined Sysco as executive vice president and chief merchandising officer in March of 2013 and was named executive vice president and chief commercial officer in August of that year. Prior to joining Sysco, Bené was president of PepsiCo Foodservice,

where he held a variety of positions of increasing responsibility in sales, operations, franchise development and general management over 23 years of service.

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About Sysco

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. The company operates 194 distribution facilities serving approximately 425,000 customers. For Fiscal Year 2014 that ended June 28, 2014, the company generated sales of more than $46 billion. For more information, visit www.sysco.com or connect with Sysco on Facebook at www.facebook.com/SyscoCorporation or Twitter at https://twitter.com/Sysco.

Additional Information for USF Stockholders

In connection with the proposed transaction, Sysco filed with the Securities and Exchange Commission (“SEC”), and the SEC declared effective on August 8, 2014, a Registration Statement on Form S-4 that includes a consent solicitation statement of USF that also constitutes a prospectus of Sysco. STOCKHOLDERS OF USF ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT AND OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION. The consent solicitation statement/prospectus, Registration Statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from Sysco at www.sysco.com/investors or by emailing investor_relations@corp.sysco.com. You may also read and copy any reports, statements and other information filed by Sysco with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.