Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements and Policies
The table below shows the plans or other arrangements (each, a (Plan)) adopted or terminated during the quarter ended December 30, 2023 providing for the purchase and/or sale of Sysco securities by Sysco’s directors and Section 16 officers:
Name Title Action Date Trading Arrangement Number of Securities Covered Expiration Date (3)
Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Kevin Hourican President and Chief Executive Officer Adopt December 13, 2023 X 75,019 shares to be sold
December 31, 2024
Neil Russell Senior Vice President,
Corporate Affairs and Chief Administrative Officer Adopt December 7, 2023 X 5,129 shares to be sold
December 31, 2024
Chris Jasper Senior Vice President and President, U.S. Broadline and Foodservice Operations Adopt December 13, 2023 X 4,000 shares to be sold
December 31, 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)
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).
4.1 — Forty-Fourth Supplemental Indenture, dated as of November 17, 2023, among Sysco Corporation, the guarantors named therein and U.S. Bank National Association, as Trustee, to the 5.750% Senior Notes due 2029 (including the Form of 5.750% Senior Note), incorporated by reference to Exhibit 4.1 to the Form 8-K filed on November 17, 2023 (File No. 1-6544).
4.2 — Forty-Fifth Supplemental Indenture, dated as of November 17, 2023, among Sysco Corporation, the guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6.000% Senior Notes due 2034 (including the Form of 6.000% Senior Note), incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 17, 2023 (File No. 1-6544).
10.1†# — Form of Restricted Stock Award Agreement for Directors (2023) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan.
10.2†# — Form of Restricted Stock Award Agreement for Directors (2023) pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan (for directors who elected to defer receipt of shares under the 2009 Board of Directors Stock Deferral Plan).
10.3†# — Description of Compensation Arrangements with Non-Employee Directors.
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 1, 2023 filed on August 25, 2023 (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
101.LAB# — Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE# — Inline XBRL Taxonomy Extension Presentation Linkbase Document
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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: January 30, 2024 By: /s/ KEVIN P. HOURICAN
Kevin P. Hourican
President and Chief Executive Officer
Date: January 30, 2024 By: /s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President and
Chief Financial Officer
Date: January 30, 2024 By: /s/ JENNIFER L. JOHNSON
Jennifer L. Johnson
Senior Vice President and
Chief Accounting Officer
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.