Sysco SEC Filings

Sysco Corp (SYY)SVP, Chief Commercial Officer. The officer directly holds 7,239.429 shares of Sysco common stock. In addition, the filing lists several stock option awards, each giving the right to buy Sysco common stock at preset prices and with long-dated expirations. These include options for 3,192 shares at $85.57 expiring on 08/17/2032, 2,760 shares at $73.53 expiring on 08/09/2033, 1,437 shares at $69.95 expiring on 09/10/2033, 4,310 shares at $76.54 expiring on 08/20/2034, and 7,342 shares at $80.98 expiring on 08/20/2035. Each grant vests in three equal annual installments, with 33.3% of the options becoming exercisable on each of the first three anniversaries of its grant date.

Sysco Corporation reported the results of its 2025 Annual Meeting of Stockholders. Stockholders elected all eleven director nominees, each receiving more than 95% of votes cast, with CEO Kevin P. Hourican re-elected with 91.86% of votes cast. The advisory vote on compensation for Sysco’s named executive officers was approved by 92.99% of votes cast, indicating broad support for the current pay programs. Stockholders also ratified the appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal 2026, with 94.75% of votes cast in favor. A stockholder proposal to require that the Board Chair and CEO roles be held by different individuals was rejected, as 65.88% of votes cast were against the proposal.

Sysco Corp (SYY) officer reported a routine tax-withholding transaction. On 11/10/2025, the SVP and CAO had 718 shares of common stock withheld, coded F, at a price of $75.18 per share, tied to the vesting of restricted stock units.

After this withholding, the officer directly beneficially owned 14,730 Sysco shares. The filing states the shares were withheld to cover tax obligations upon RSU vesting.

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.

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.