Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements and Policies
The table below shows the plans or other arrangements adopted or terminated during the quarter ended September 28, 2024 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 Chair of the Board and Chief Executive Officer Adopt August 28, 2024 X 75,019 shares to be sold
December 31, 2025
Neil Russell Senior Vice President,
Corporate Affairs and Chief Administrative Officer Adopt August 29, 2024 X 5,607 shares to be sold
December 31, 2025
Greg Bertrand Executive Vice President, Global Chief Operating Officer Adopt August 29, 2024 X 149,789 shares to be sold
December 31, 2025
(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).
10.1†# — Sysco Corporation Annual Incentive Program (AIP) for Fiscal Year 2025 adopted effective July 31, 2024.
10.2†# — Form of Stock Option Grant Agreement (Fiscal Year 2025) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.3†# — Form of Performance Share Unit Grant Agreement (Fiscal Year 2025) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
10.4†# — Form of Performance Share Unit Grant Agreement (Fiscal Year 2025) for executive officers under the Sysco Corporation 2018 Omnibus Incentive Plan.
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 June 29, 2024 filed on August 28, 2024 (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
104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
† Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K
# Filed herewith
* Furnished, not filed.
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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 29, 2024 By: /s/ KEVIN P. HOURICAN
Kevin P. Hourican
Chair of the Board and
Chief Executive Officer
Date: October 29, 2024 By: /s/ KENNY K. CHEUNG
Kenny K. Cheung
Executive Vice President and
Chief Financial Officer
Date: October 29, 2024 By: /s/ JENNIFER L. JOHNSON
Jennifer L. Johnson
Senior Vice President and
Chief Accounting Officer
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