Sysco SEC Filings

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.

SYSCO Corp insider report: Thomas R. Peck Jr., Executive Vice President and CTO, reported a routine tax-withholding sale of 250 shares of Sysco common stock on 09/11/2025 at a price of $80.19 per share. The form states the shares were withheld upon vesting of restricted stock units to cover tax obligations. After the withholding, Peck beneficially owns 66,279.882 shares directly. The filing was signed by an attorney-in-fact on 09/12/2025. This is a standard Section 16 disclosure reflecting compensation-related withholding rather than an open-market sale or new acquisition.

Gregory Scott Keller, Senior Vice President of Sysco Corp (SYY), reported a transaction dated 09/11/2025 in which 62 shares of Sysco common stock were disposed of at an average price of $80.19 per share. Following the transaction, Mr. Keller beneficially owns 20,484.693 shares. The filing explains these shares were withheld upon the vesting of restricted stock units to satisfy tax withholding obligations, and the form was signed by an attorney-in-fact on 09/12/2025. The report indicates routine insider tax-related share withholding rather than an open-market sale or new voluntary disposition.

Victoria L. Gutierrez, Senior Vice President of Sysco Corp (SYY), had 171 shares of Common Stock withheld on 09/11/2025 to satisfy tax withholding obligations upon the vesting of restricted stock units. The transaction was reported on Form 4 showing a withholding price of $80.19 per share and leaving 13,751.815 shares beneficially owned following the transaction. The Form 4 was signed by an attorney-in-fact on 09/12/2025.