Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements and Policies
The table below shows the outstanding plans or other arrangements (each, a (Plan)) providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers, including those Plans adopted or terminated during the quarter ended September 30, 2023:
Name Title Action Date Trading Arrangement Number of Securities Converted
Expiration Date (4)
Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Kevin Hourican President and Chief Executive Officer Adopt May 4, 2023 X 75,019 shares to be sold
March 1, 2024
Greg Bertrand Executive Vice President, US Foodservice Operations Adopt February 15, 2023 X 92,145 shares to be sold (3)
December 31, 2024
Neil Russell Senior Vice President,
Corporate Affairs and Chief Administrative Officer Adopt February 14, 2023 X 1,056 shares to be sold
1,000 shares to be acquired and held upon the exercise of vested stock options
December 29, 2023
Scott Stone Vice President, Financial Reporting and former Interim Chief Accounting Officer Adopt February 6, 2023 X 21,884 shares to be sold
March 7, 2024
(1)
Intended to satisfy the affirmative defense conditions of SEC Rule 10b5-1(c).
(2)
Non-Rule Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
(3)
The shares reported for Mr. Bertrand include 3,444 shares directly held by Mr. Bertrand’s children and covered under three separate trading plans with identical adoption and expiration dates.
(4)
Each Plan terminates on the earlier of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the Plan have been executed; or (iii) such date the Plan is otherwise terminated according to its terms.
Item 6. Exhibits
The exhibits listed on the Exhibit Index below are filed as a part of this Quarterly Report on Form 10-Q.
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EXHIBIT INDEX
3.1 — Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2 — Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.3 — Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.4 — Amended and Restated Bylaws of Sysco Corporation dated June 21, 2023, incorporated by reference to Exhibit 3.1 to the Form 10-K filed on June 23, 2023 (File No. 1-6544).
10.1†# — Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year 2024 adopted effective July 31, 2023.
10.2†# — Form of Stock Option Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.3†# — Form of Restricted Stock Unit Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.4†# — Form of Performance Share Unit Grant Agreement (Fiscal Year 2024) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.5†# — Form of Protective Covenants Agreement for Executive Vice Presidents and Senior Vice Presidents.
10.6† — Summary of Named Executive Officer Compensation, incorporated by reference to the section entitled “Executive Compensation” in the Sysco Corporation Proxy Statement filed on October 5, 2023 (File No. 1-6544).
10.7†# — Letter Agreement, dated as of September 29, 2023, by and between Jennifer L. Johnson and Sysco Corporation.
10.8†# — Letter Agreement, dated as of October 2, 2023, by and between Judith S. Sansone and Sysco Corporation.
22.1 — Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22.1 to the Form 10-K for the year ended July 2, 2022 filed on August 26, 2022 (File No. 1-6544).
31.1# — CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2# — CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# — CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2# — CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH# — Inline XBRL Taxonomy Extension Schema Document
101.CAL# — Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF# — Inline XBRL Taxonomy Extension Definition Linkbase Document
44
101.LAB# — Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE# — Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
† Executive Compensation Arrangement pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K
# Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Sysco Corporation
(Registrant)
Date: October 31, 2023 By: /s/ KEVIN P. HOURICAN
Kevin P. Hourican
President and Chief Executive Officer
Date: October 31, 2023 By: /s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President and
Chief Financial Officer
Date: October 31, 2023 By: /s/ JENNIFER L. JOHNSON
Jennifer L. Johnson
Senior Vice President and
Chief Accounting Officer