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OFFON

SYSCO CORPORATION

(SYY)
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SYSCO CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

11/23/2021 | 05:07pm EST

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


(e) On November 17, 2021, the Compensation and Leadership Development Committee
(the "Committee") of the Board of Directors (the "Board") of Sysco Corporation
("Sysco" or the "Company") established the performance objectives and SBOs
(defined below) under the short-term, cash-based incentive program (the "STIP")
for fiscal year 2022 ("fiscal 2022"), as described below.

Pursuant to the STIP, the executive officers of the Company will be eligible to
receive cash-based incentive awards for fiscal 2022, including the following
named executive officers (the "NEOs") identified in the Company's proxy
statement filed in connection with the 2021 annual meeting of stockholders:



Kevin P. Hourican      President and Chief Executive Officer
Aaron E. Alt           Executive Vice President and Chief Financial Officer
Joel T. Grade          Executive Vice President, Business Development
Greg D. Bertrand       Executive Vice President, U.S. Foodservice Operations
Tim Ørting Jørgensen   Executive Vice President and President, Foodservice Operations, International
Thomas R. Peck, Jr.    Executive Vice President, Chief Information and Digital Officer


The STIP is designed to offer opportunities for cash compensation tied to the
Company performance with regard to pre-established financial and operational
objectives and the performance, collectively, of the Company's senior management
team with regard to the strategic bonus objectives ("SBOs"), with the aggregate
incentive payout for fiscal 2022 subject to a modifier from 0% to 120% based on
each NEO's individual performance.

The STIP divides fiscal 2022 into two discrete performance periods: (i) July 4,
2021 to January 1, 2022 ("1H22") and (ii) January 2, 2022 to July 2, 2022
("2H22"). On July 30, 2021, the Committee established the STIP and the 1H22
Company performance objectives and SBOs thereunder and, on November 17, 2021,
established the 2H22 Company performance objectives and SBOs pursuant to the
STIP.

Incentive payments earned under the STIP for 2H22 will be based on the following
components: (i) 20% on enterprise sales revenue, as compared to the
pre-established target; (ii) 20% on enterprise operating income, as compared to
the pre-established target; (iii) 5% on increase in new accounts in the U.S.
broadline ("USBL") markets and the volume of sales to those new USBL accounts,
as compared to the pre-established targets; (iv) 5% on the increase in Sysco
brand sales to USBL accounts, as compared to the pre-established target; (v) 5%
on USBL operations productivity, measured by pieces per labor hour, as compared
to the pre-established target; (vi) 5% on the Company's performance against
various pre-established operational targets in selected non-U.S. markets; and
(vii) 40% on the performance of the Company's senior management team (including
the NEOs) with regard to the pre-established SBOs, which are tied to Sysco's
highest priority strategic initiatives under the Recipe for Growth.

The STIP payment, if any, for each of the above components will be calculated
based on performance (as compared to the applicable performance target(s)) and
paid to the participant independently from the other components. Further, the
aggregate of (i) any payment earned by a participant for 1H22 and (ii) any
payment earned by the participant for 2H22, will be subject to adjustment based
on their performance with regard to their individual performance objectives for
fiscal 2022 pre-established by the Committee. This adjustment, which will be
determined by the Committee, will range from reducing the STIP payout to zero
(for performance significantly below target) to increasing the aggregate payout
by 20% (for performance significantly above target). The aggregate, adjusted
incentive payment for the STIP will be paid following the conclusion of fiscal
2022.

Each metric for 2H22 based on the Company's performance has a possible payout
between 0% and 150%, depending on the Company's actual performance relative to
pre-established targets, and the SBO portion of the STIP payment has a possible
payout of between 0% and 150%, depending on the actual performance of the senior
leadership team relative to the pre-established targets. Consequently, in the
aggregate, the maximum 2H22 incentive opportunity under the STIP would be 150%
of an NEO's target opportunity, subject to the adjustment of the aggregate
incentive for fiscal 2022 for each NEO's individual performance as described
above. If performance with respect to any component does not meet the threshold
level, a participant will not receive any payment with respect to that
component.



                                     - 2 -
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Sysco held
on November 19, 2021, Sysco's stockholders elected each of the Company's
director nominees, who had been nominated to serve until the Company's 2022
Annual Meeting of Stockholders. Daniel J. Brutto was re-elected with 90.93% of
the votes cast, John M. Cassaday was re-elected with 85.27% of the votes cast,
Larry C. Glasscock was re-elected with 91.18% of the votes cast, Bradley M.
Halverson was re-elected with 97.37% of the votes cast, John M. Hinshaw was
re-elected with 97.74% of the votes cast, Kevin P. Hourican was re-elected with
98.80% of the votes cast, Hans-Joachim Koerber was re-elected with 94.27% of the
votes cast, Stephanie A. Lundquist was elected with 97.67% of the votes cast,
Edward D. Shirley was re-elected with 96.36% of the votes cast and Sheila G.
Talton was re-elected with 97.49% of the votes cast. The advisory stockholder
vote on the compensation paid to Sysco's named executive officers, as disclosed
in Sysco's 2021 proxy statement, was approved by 61.55% of the votes cast. The
ratification of the appointment of the independent registered public accounting
firm for fiscal 2022 was approved by 98.02% of the votes cast. The stockholder
proposal requesting that Sysco issue a report annually disclosing its greenhouse
gas emission targets, was approved by 92.06% 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



                                                                         Total Votes                   Broker
                  Name                      Votes For    Votes Against      Cast       Abstentions   Non-Votes
Daniel J. Brutto                           361,359,218    36,049,121     397,408,339     519,928     54,316,797
John M. Cassaday                           338,798,140    58,507,660     397,305,800     622,467     54,316,797
Larry C. Glasscock                         362,351,624    35,053,671     397,405,295     522,972     54,316,797
Bradley M. Halverson                       386,947,575    10,464,141     397,411,716     516,551     54,316,797
John M. Hinshaw                            388,431,951     8,972,220     397,404,171     524,096     54,316,797
Kevin P. Hourican                          392,566,371     4,759,328     397,325,699     602,568     54,316,797
Hans-Joachim Koerber                       374,543,596    22,758,758     397,302,354     625,913     54,316,797
Stephanie A. Lundquist                     388,202,484     9,265,293     397,467,777     460,490     54,316,797
Edward D. Shirley                          382,873,927    14,460,834     397,334,761     593,506     54,316,797
Sheila G. Talton                           387,482,205     9,963,302     397,445,507     482,760     54,316,797

Proposal 2 - Approval, by advisory vote, of the compensation paid to Sysco's named executive officers, as disclosed in Sysco's 2021 proxy statement

Votes For Votes Against Votes Cast Abstentions Broker Non-Votes 234,052,078 146,227,540 380,279,618 17,648,649 54,316,797

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as Sysco's independent registered public accounting firm for fiscal 2022



 Votes For    Votes Against   Votes Cast    Abstentions
441,922,917     8,923,049     450,845,966    1,399,098

Proposal 4 - Stockholder proposal requesting that Sysco issue a report annually disclosing its greenhouse gas emissions targets.



 Votes For    Votes Against   Votes Cast    Abstentions   Broker Non-Votes
347,763,087    29,987,827     377,750,914   17,327,458       54,616,797




                                     - 3 -

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© Edgar Online, source Glimpses

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