Sysco Corporation (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2017 Sysco Corporation (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1390 Enclave Parkway, Houston, TX (Address of principal executive office) (zip code) Registrant s telephone number, including area code: (281) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (c) On February 24, 2017, the Board of Directors (the Board ) of Sysco Corporation (the Company or Sysco ) elected Anita A. Zielinski as the Senior Vice President and Chief Accounting Officer of the Company, effective April 3, On the date hereof, Sysco issued the press release announcing Ms. Zielinski s election, which is filed herewith as Exhibit Ms. Zielinski, age 43, has served as a partner of Ernst & Young LLP, a public accounting firm ( E&Y ), since 2013, and as a member of E&Y s assurance practice for over 20 years. She has extensive experience working with both large and midcap public registrants on securities law filings, business combinations and complex accounting and financial reporting matters. Ms. Zielinski does not have a written employment agreement. She will receive an annual base salary of $450,000. As a participant in the Company s Fiscal 2017 Management Incentive Program for Corporate MIP-Bonus Eligible Positions (the MIP Program ), Ms. Zielinski is eligible to receive a pro-rated annual incentive award in cash, based on her period of service during fiscal 2017, and her target annual incentive opportunity for fiscal 2017 will be 100% of her annual base salary. To offset compensation that Ms. Zielinski will forfeit in connection with accepting employment with Sysco, the amount of her annual incentive award under the MIP Program will be determined based on the better of actual or target (1) Company performance with respect to the financial metrics and (2) individual performance with respect to the strategic bonus objectives. Additionally, Ms. Zielinski is a participant in the Company s long-term incentive plans and will be eligible to receive annual long-term incentive awards with a targeted aggregate dollar value equal to 200% of her annual base salary, which annual awards are expected to be granted to eligible participants in August Ms. Zielinski is also eligible to participate in other benefit plans and arrangements available to Company officers and employees, as described in the Company s Proxy Statement filed with the Securities and Exchange Commission on October 5, There is no arrangement or understanding with any person pursuant to which Ms. Zielinski is being elected as Senior Vice President and Chief Accounting Officer. There are no family relationships between Ms. Zielinski and any director or executive officer of the Company, and she is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. -2-

3 SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS 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 March 1,

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Sysco Corporation Date: March 1, 2017 By: /s/ Russell T. Libby Russell T. Libby Executive Vice President, Administration and Corporate Secretary -4-

5 EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated March 1,

6 EXHIBIT 99.1 ANITA ZIELINSKI TO JOIN SYSCO CORPORATION AS SENIOR VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER HOUSTON, March 1, 2017 Sysco Corporation (NYSE: SYY) today announced that Anita Zielinski will join the company as senior vice president and chief accounting officer, effective April 3, We are pleased to have Anita join Sysco and bring her extensive experience in financial accounting and reporting, internal controls and compliance with GAAP and IFRS, said Joel Grade, Sysco s executive vice president and chief financial officer. Her vast knowledge of technical and complex accounting matters, including working with large public multinational companies and her strong analytical and managerial skills, make her well-suited to join our finance leadership team. As chief accounting officer, Zielinski will oversee all accounting functions, with responsibility for financial accounting and reporting, accounting policy, tax compliance and strategy and internal controls. She will also act as key liaison to external auditing firms, with responsibility for confirming the company s views on technical accounting matters. Zielinski will report directly to Mr. Grade. Prior to joining Sysco, Zielinski was a member of Ernst & Young s Assurance practice in Houston for 20 years, and was promoted to partner in She has extensive experience working with Sysco as a client, as well as other large and midcap public companies in the distribution, real estate, transportation and manufacturing industries. This work included overseeing SEC registration statements, including filings, business combinations, and complex accounting and financial reporting matters. Her accounting experience includes both U.S. GAAP and International Financial Reporting Standards. Zielinski earned a bachelor s degree in business administration from Texas A&M University. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants.

7 About Sysco Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. The company operates 198 distribution facilities serving approximately 425,000 customers. For fiscal year 2016 that ended July 2, 2016, the company generated sales of more than $50 billion. Subsequent to fiscal year 2016, the company completed the acquisition of the Brakes Group, a leading European foodservice distributor with operations in the United Kingdom, Ireland, France, Sweden, Spain, Belgium and Luxembourg. For more information, visit or connect with Sysco on Facebook at or Twitter at For important news and information regarding Sysco, visit the Investor Relations section of the company s Internet home page at which Sysco plans to use as a primary channel for publishing key information to its investors, some of which may contain material and previously non-public information. Investors should also follow us at and download the Sysco IR App, available on the itunes App Store and the Google Play Market. In addition, investors should continue to review our news releases and filings with the Securities and Exchange Commission. It is possible that the information we disclose through any of these channels of distribution could be deemed to be material information. ### 2