ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(d) On December 17, 2021, the Board of Directors (the "Board") of Sysco
Corporation ("Sysco" or the "Company") increased the size of the Board from ten
to thirteen directors and elected Mr. Ali Dibadj, Ms. Jill Golder and Ms. Alison
Kenney Paul to fill the resulting vacancies, effective on January 1, 2022. The
Board has also approved the following committee appointments effective
January 1, 2022:
• Mr. Dibadj - Audit Committee and Corporate Governance and Nominating
Committee
• Ms. Golder - Audit Committee and Technology Committee
• Ms. Paul - Compensation and Leadership Development Committee and
Corporate Social Responsibility Committee
Each of Mr. Dibadj and Mses. Golder and Paul will receive customary compensation
from the Company for serving as a non-employee director, in accordance with the
Company's director compensation program as described in the Company's proxy
statement for its 2021 annual meeting of stockholders, filed with the Securities
and Exchange Commission on October 6, 2021.
There are no transactions between any of Mr. Dibadj and Mses. Golder and Paul
and the Company that would be reportable under Item 404(a) of Regulation S-K,
and no arrangements or understandings with any other persons pursuant to which
they were selected. In addition, the Board has affirmatively determined that
each of Mr. Dibadj and Mses. Golder and Paul is independent under the New York
Stock Exchange independence standards and the Company's categorical standards
set forth in Sysco's Corporate Governance Guidelines.
The Company's press release dated December 17, 2021 is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
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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 December 17, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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