Sysco Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 12 director nominees to serve one-year terms or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory basis, the compensation paid to Sysco’s named executive officers as disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables and related narrative disclosure.

   More detail

   This proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Sysco’s named executive officers. The resolution covers the compensation disclosure required by Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management is seeking approval under Section 14A and Rule 14a-21(a) of the Exchange Act, which require an advisory say-on-pay vote. The Board presents the vote as an opportunity for stockholders to express their views and to help ensure executive pay remains aligned with financial performance. Sysco emphasizes that a significant portion of executive compensation is variable and tied to company-wide and individual performance, long-term equity awards, and stockholder returns. The fiscal 2026 program included annual incentive payouts based on operating income growth, sales revenue growth, local case growth and cost per piece, as well as long-term awards involving PSUs, RSUs and stock options. The filing reports that NEOs earned an AIP payout generally equal to 115.66% of target, while the fiscal 2024 PSU awards paid 42.28% of target based on multiyear performance. For fiscal 2027, the company plans to eliminate stock options from the annual LTIP mix and use an equal 50% PSU and 50% RSU structure. The Board unanimously recommends voting FOR the proposal because it believes the program appropriately attracts and retains talent, rewards performance and aligns executives with long-term stockholder interests, while noting that the vote is advisory and not binding.

3. 3

   Ratification of the Appointment of Ernst & Young LLP as Sysco’s Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Sysco’s independent registered public accounting firm for fiscal year 2027.

4. 4

   Other Business

   Management

   Transact any other business that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

   More detail

   This item is a customary catch-all authorization for business that may properly come before the Annual Meeting beyond the three specifically identified proposals. It does not present a known substantive resolution for stockholders to evaluate in advance. The proxy materials state that Sysco does not know of any matter that will be presented other than the election of directors and the other proposals discussed in the Proxy Statement. If another matter is properly presented, the designated proxies may vote on it in their best judgment. Because the item is contingent on an unforeseen matter, the Board does not provide a specific FOR or AGAINST recommendation. The authority is intended to prevent the proxy from becoming unusable if procedural or other permissible business arises. It does not authorize consideration of matters that are not properly brought before the meeting under applicable law and the Company’s governing documents. The meeting notice identifies the item as “Transact any other business as may properly be brought before the meeting or any adjournment or postponement thereof.” No shareholder proponent is identified for this item. Accordingly, the item is best understood as a procedural proxy-discretion provision rather than a standalone policy proposal.

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When is the Sysco Corp 2026 annual meeting?

Sysco Corp (SYY) holds its 2026 annual shareholder meeting on Friday, November 13, 2026.

What is the record date for the Sysco Corp 2026 meeting?

The record date for the Sysco Corp 2026 meeting is Wednesday, September 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sysco Corp's 2026 meeting?

The board is presenting 12 director nominees at the Sysco Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sysco Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Sysco Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.