Sysco Corporation filings document formal disclosures for a NYSE-listed foodservice distribution company with common stock trading under SYY. Recent Form 8-K reports cover operating results and financial condition, material definitive agreements, capital-structure matters, and governance changes involving senior finance and digital leadership roles.
The filing record also documents debt financing through senior notes issued under supplemental indentures and a shelf registration statement, along with related exhibits and security registration details. These disclosures connect Sysco’s public-company reporting to its food-away-from-home distribution business, capital markets activity, executive-compensation arrangements and board oversight matters.
Sysco Corporation (SYY) reported Q1 fiscal 2026 results with sales of $21.148 billion, up 3.2% year over year, and gross profit of $3.901 billion, up 3.9%. Operating income was $800 million (down 1.0%), reflecting higher restructuring, transformation, and acquisition-related costs. Net earnings were $476 million (down 2.9%), and diluted EPS held at $0.99. Management cited product cost savings from strategic sourcing and enterprise inflation of 3.4%, primarily in meat and seafood.
By segment, U.S. Foodservice sales rose to $14.780 billion with operating income of $880 million; International sales reached $3.966 billion with operating income of $114 million; SYGMA delivered sales of $2.129 billion with operating income of $25 million. Operating cash flow was $86 million. Cash and equivalents were $844 million, and total debt carried at period-end was $13.4 billion. The company entered a new $3.0 billion revolving credit facility expiring September 5, 2030, with no borrowings outstanding, and had €290 million of European commercial paper outstanding. 478,861,056 shares were outstanding as of October 10, 2025.
Sysco Corporation furnished an 8-K to announce its results of operations and financial condition for the first quarter of fiscal 2026, tied to the period ended September 27, 2025. The company issued a press release on October 28, 2025, which is included as Exhibit 99.1.
The disclosure under Item 2.02 is being furnished, not filed, and is subject to the safe harbor for forward-looking statements. Additional risk information is referenced to Sysco’s Form 10-K for the fiscal year ended June 28, 2025, and subsequent SEC reports.
The Accountability Board filed a PX14A6G notice urging Sysco shareholders to vote FOR Item 4, which requests a policy to separate the Board Chair and CEO roles. The filer notes this is a voluntary submission under Rule 14a-6(g)(1) and that it does not beneficially own more than $5 million of Sysco’s shares.
The filing distinguishes this proposal from a 2019 measure that would have required an independent Chair, stating the current request only asks that the Chair not also be the CEO. It cites Sysco’s five-year performance chart from the company’s 2024 10-K showing underperformance versus the S&P 500 and the S&P 500 Food/Staple Retail Index. To support separation, it quotes governance statements from boards where current Sysco directors also serve, describing how split roles can reinforce independent oversight and allow the CEO to focus on management.
Victoria L. Gutierrez, Senior Vice President of Sysco Corp (SYY), reported a sale on 10/01/2025 where 47 shares of common stock were disposed of at $82.34 per share. The filing states these shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. After the transaction, she beneficially owned 13,704.815 shares, held directly. The Form 4 was signed by an attorney-in-fact on 10/03/2025.
The Accountability Board, Inc., a Sysco shareholder, is urging investors to vote FOR Item 4 on Sysco’s proxy, which asks the company to adopt a policy that the Board Chair role be held by someone other than the CEO. The letter notes that a 2019 proposal sought an independent Chair and was rejected during a period of strong five-year returns, whereas its current proposal only requires that the Chair and CEO be different individuals.
The proponent cites a five-year performance chart from Sysco’s 2024 10-K showing substantial underperformance versus the S&P 500 and the S&P 500 Food/Staple Retail Index and argues that the current leadership structure has not adequately protected shareholder value. It then highlights public statements from other companies where Sysco directors serve, such as DocuSign, Wintrust Financial, Janus Henderson, ABM Industries, Lear Corporation and Constellation Energy, all of which describe benefits of separating the Chair and CEO roles, including stronger independent oversight, better management accountability, enhanced risk management, and allowing the CEO to focus on running the business.
Sysco Corporation outlines its governance, director nomination, and executive pay framework in the 2025 Proxy Statement. The Annual Meeting is set for November 14, 2025. The Board explains its leadership structure with Mr. Hourican serving as both CEO and Chair and Mr. Glasscock as Lead Independent Director to provide independent oversight.
Executive pay is strongly performance‑linked: approximately 91% of the CEO’s target compensation and 83% of other NEOs’ target compensation is variable. Long‑term PSUs vest after a three‑year period and are weighted 37.5% to EPS, 37.5% to ROIC, and 25% to Revenue, with relative TSR able to adjust awards by +/-25%. A one‑time PSU award valued at $1.5M was approved for Mr. Peck tied to completion of a three‑year technology transformation. The company maintains clawback provisions and proxy access for stockholders owning 3% for three years.
Paul Alison Kenney, a Sysco Corp (SYY) director, acquired 100 shares of common stock on 09/30/2025 at $81.84 per share by electing to receive shares in lieu of a portion of his non-employee director cash retainer under the Sysco Corporation 2018 Omnibus Incentive Plan. After this transaction he beneficially owned 9,764 shares, held directly. The filing was signed by an attorney-in-fact on 09/30/2025 and reports a routine director equity election rather than a market purchase or sale.
Sysco Corp (SYY) director Ali Dibadj received 336 shares of common stock on 09/30/2025 in lieu of his non-employee director annual cash retainer under the Sysco Corporation 2018 Omnibus Incentive Plan. The reported per-share price for the transaction is $81.84 and the director beneficially owns 13,089 shares following the transaction, held in a direct ownership form. The filing was signed by an attorney-in-fact on behalf of the reporting person.
Sysco Corporation director Daniel J. Brutto reported a transaction dated 09/30/2025 electing to receive 61 shares of Common Stock in lieu of a portion of his non-employee director cash retainer for service as Chair of the Sustainability Committee. The reported share price for the acquisition was $81.84. After the transaction the filing lists 35,628.306 shares as beneficially owned following the reported transaction. The shares were issued under the Sysco Corporation 2018 Omnibus Incentive Plan. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Ronald L. Phillips, Executive Vice President and CHRO of Sysco Corporation (SYY), reported transactions on 09/11/2025 executed under a Rule 10b5-1 trading plan. He exercised 961 stock options with an exercise price of $69.95 (options fully exercisable) and immediately sold 961 shares at $81.00. Separately, 149 shares were withheld to satisfy tax withholding on vested restricted stock units at a price of $80.19. Following these transactions, the report shows 41,352.397 shares beneficially owned by Mr. Phillips.
The filing is procedural and discloses the mechanics: option exercise, contemporaneous sale, and tax-withholding on RSU vesting, all noted as effected pursuant to a 10b5-1 plan.