SYY 8-K Current Reports

Sysco 8-K Report, Financial Results (Nov 3, 2026)

Sysco 8-K Report, Material Agreement (Oct 6, 2026)

Sysco Corporation and Sysco Holdings Corporation issued and sold, on October 6, 2026, $10.75 billion of USD Senior Notes, $3.9 billion of USD Junior Subordinated Notes, and €1.0 billion of Euro Junior Subordinated Notes. The filing states that the net proceeds were approximately $10.64 billion, $3.8 billion and €0.99 billion, respectively, after underwriters' discounts and estimated offering expenses. The Issuers intend to use the proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, along with related fees, costs and expenses, or, if the acquisition is not consummated, to fund a Special Mandatory Redemption of the Notes other than the 2036 Senior Notes. The USD Senior Notes comprise seven series with coupons from 5.450% to 6.600% and maturities from 2029 to 2066. They are unsecured and rank equally with existing and future unsecured senior debt, including Canadian-dollar senior notes issued September 25, 2026, and rank senior to the junior subordinated notes. The USD Junior Subordinated Notes consist of three series due 2056 with initial rates of 7.100%, 7.250% and 7.350%, each resetting on a five-year Treasury-based schedule with spreads of 2.280%, 2.372% and 2.401%, and the issuers may defer interest for up to ten consecutive years per deferral period. The Euro Junior Subordinated Notes carry a 6.000% coupon until October 6, 2032, then reset based on the Five-year Swap Rate plus an initial margin of 2.554%, and mature in 2056. The filing is largely a debt-financing disclosure. Its main investor-relevant points are the size of the new borrowings, their subordination structure, the deferral rights on the junior notes, and their linkage to the pending JRD Unico and Warehouse Realty acquisition, which is subject to the Special Mandatory Redemption mechanics if the deal does not close.

Sysco 8-K Report, Material Agreement (Sep 25, 2026)

Sysco Corporation and Sysco Holdings Corporation (co-issuers) issued and sold two series of senior notes on September 25, 2026: C$750 million of 4.250% Senior Notes due October 3, 2030, and C$750 million of 4.800% Senior Notes due October 3, 2034, for total principal of C$1.5 billion. The filing states net proceeds of approximately C$1.49 billion after underwriters' discounts and estimated offering expenses. The Issuers intend to use the proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, along with related fees and expenses or, if the acquisition is not consummated, to fund a Special Mandatory Redemption as defined in the Notes. The Notes are unsecured senior obligations of the Issuers, guaranteed by the guarantors named in the First Supplemental Indenture, and rank equally in right of payment with the Issuers' other existing and future unsecured senior indebtedness. Interest is payable semi-annually on April 3 and October 3, beginning April 3, 2027. The notes were issued under an automatically effective Form S-3ASR shelf registration filed September 14, 2026, with the terms described in a prospectus dated September 14, 2026 and a prospectus supplement dated September 22, 2026. The filing also reports that Sysco Holdings Corporation entered into a Fiftieth Supplemental Indenture under which it guarantees the existing senior notes of Sysco Corporation governed by the 1995 Indenture. That guarantee is a senior unsecured obligation of Sysco Holdings, ranking pari passu with all its existing and future unsecured indebtedness, including the new Notes.

Sysco 8-K Report, Corporate Update (Sep 24, 2026)

On September 22, 2026, Sysco Corporation and its co-issuer Sysco Holdings Corporation entered into underwriting agreements for four separate debt offerings under their effective Form S-3 shelf registration (No. 333-298926) and related prospectus supplements dated September 22, 2026. The offerings consist of seven series of U.S. dollar senior notes totaling $10.75 billion in principal (maturing 2029 through 2066, with coupons from 5.450% to 6.600%), two series of Canadian dollar senior notes totaling C$1.5 billion (due 2030 and 2034, at 4.250% and 4.800%), three series of U.S. dollar junior subordinated notes totaling $3.9 billion (all due 2056, at 7.100%, 7.250% and 7.350%), and a single euro-denominated junior subordinated note offering of €1 billion (due 2056, at 6.000%). The underwriters are led by Goldman Sachs & Co. LLC, with TD Securities, BofA Securities, J.P. Morgan and Wells Fargo Securities among the representatives for the U.S. dollar offerings. The Canadian dollar senior notes are expected to close on September 25, 2026, while the U.S. dollar senior notes, U.S. dollar junior subordinated notes and euro junior subordinated notes are each expected to close on October 6, 2026, subject to customary closing conditions. The filing describes the underwriting agreements as containing customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. The agreements are filed as Exhibits 1.1 through 1.4 to the report. For investors, the filing shows a substantial new issuance of debt across multiple currencies and maturities, including a large amount of long-dated junior subordinated notes. The filing itself does not state the use of proceeds, so the purpose of the offerings is not described here.

Sysco 8-K Report, Corporate Update (Sep 16, 2026)

Sysco Corporation filed this Form 8-K on September 16, 2026 to report the closing of a public offering of 12,345,679 shares of its common stock, par value $1.00 per share, at a public offering price of $81.00 per share. The offering was made under an Underwriting Agreement dated September 14, 2026 with Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. The underwriters also received a 30-day option to purchase up to an additional 1,851,851 shares to cover overallotments, if any. The net proceeds from the offering, after underwriting discounts, commissions and estimated offering expenses, were approximately $967.4 million. Sysco expects to use these proceeds to pay a portion of the cash consideration for its pending acquisition of JRD Unico, Inc., a Delaware corporation, and Warehouse Realty, LLC, a Delaware limited liability company, along with related fees, costs and expenses. The shares were offered under a Registration Statement on Form S-3 (Registration No. 333-298926) and described in a Prospectus Supplement dated September 14, 2026. The filing also includes a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the legality of the shares, which is incorporated into the Registration Statement by reference.

Sysco 8-K Report, Corporate Update (Sep 14, 2026)

On September 14, 2026, Sysco Corporation filed this Form 8-K under Item 8.01 (Other Events) to file financial statements and MD&A related to its pending acquisition of Jetro Restaurant Depot (JRD Unico, Inc. and Warehouse Realty, LLC), originally announced on March 30, 2026. The filing contains no new operating results for Sysco itself; instead it incorporates by reference JRD's audited combined financial statements for the years ended December 27, 2025 and December 28, 2024, unaudited interim statements for the 13- and 26-week periods ended June 27, 2026, Sysco's unaudited pro forma condensed combined financial statements for the fiscal year ended June 27, 2026, and the related MD&A for each period, along with a PricewaterhouseCoopers consent. JRD's audited results show sales of $15.81 billion in fiscal 2025, up from $15.33 billion in fiscal 2024, and net income of $1.20 billion versus $1.17 billion. For the 26 weeks ended June 27, 2026, JRD reported sales of $8.06 billion and net income of $708.7 million, compared with $7.86 billion and $567.0 million in the prior-year period. JRD's balance sheet showed total long-term debt of $6.24 billion at December 27, 2025, and the company had a stockholders' deficiency of $4.03 billion at June 27, 2026. The pro forma materials describe a transaction with a $21.6 billion cash component and 91.5 million shares of Sysco Holdings common stock, with an estimated total purchase price of $28.996 billion and preliminary goodwill of $18.728 billion. The pro forma statements show pro forma combined sales of $100.56 billion and net earnings of $1.651 billion for the year ended June 27, 2026. The filing states that the transaction has not yet been consummated and that the expected closing is in the third quarter of Sysco's fiscal 2027.

Sysco 8-K Report, Regulation FD Disclosure (Sep 9, 2026)

Sysco Corporation filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a presentation for the Barclays 19th Annual Global Consumer Staples Conference, webcast on September 9, 2026 at 12:00 p.m. Eastern Time. The filing states the information is furnished, not filed, under Section 18 of the Exchange Act. The attached Exhibit 99.1 presentation, delivered by Chair and CEO Kevin Hourican and Interim CFO Brandon Sewell, reaffirms fiscal 2027 guidance of 6%-7% sales growth and 9%-11% adjusted EPS growth, with the adjusted EPS growth expected at the high end of the earnings algorithm. Management reports FY26 sales of $84.55 billion, GAAP diluted EPS of $3.66, and adjusted diluted EPS of $4.61. The presentation also raises the mid-term algorithm for fiscal 2028 and 2029 to sales growth of 4%-7% and adjusted EPS growth of 9%-11%, previously 4%-6% and 6%-8%, with total shareholder return of 12%-14%. The presentation centers on the proposed transaction with Jetro Restaurant Depot. Management describes the combination as creating a multi-channel foodservice distribution platform, cites $250 million in annualized expected net cost synergies, and projects Year 1 and Year 2 adjusted EPS accretion of mid-to-high single digit and low-to-mid-teens, respectively. It also outlines a deleveraging commitment of approximately 1.0x net leverage reduction within 24 months post-close, with a long-term net debt to adjusted EBITDA target of 2.75x. Sysco reported a net debt leverage ratio of 2.7x at the end of the fourth quarter. Separately, the company introduced a $500 million annualized AI and technology efficiency program, with approximately $100 million of net cost out included in fiscal 2027 guidance. The presentation includes forward-looking statements and non-GAAP reconciliations.

Sysco 8-K Report, Regulation FD Disclosure (Sep 9, 2026)

On September 9, 2026, Sysco Corporation (NYSE: SYY) furnished a press release (Exhibit 99.1) under Item 7.01 reaffirming its fiscal 2027 guidance, announcing a multi-year AI powered efficiency improvement program, and raising its mid-term financial algorithm targets. The company reaffirmed fiscal 2027 net sales growth of approximately 6% to 7%, to approximately $90 billion, and adjusted EPS of approximately $5.02 to $5.12, representing growth of approximately 9% to 11% on a 53-week basis. The company introduced a program targeting at least $500 million of AI powered efficiency savings to be realized by fiscal 2029, built on routing software modernization, automation in merchandising and procurement, indirect spend management, and customer experience and back-office simplification. Sysco stated that $100 million of in-year savings are included in its fiscal 2027 guidance. Achievement of structural cost-out targets has also been added to the company's long-term equity performance program. Sysco raised its mid-term targets for fiscal 2028 and 2029 to annualized net sales growth of approximately 4% to 7% (previously 4% to 6%) and annualized adjusted EPS growth of approximately 9% to 11% (previously 6% to 8%). Management also tied these results to the expected closure of the Jetro Restaurant Depot transaction by the third quarter of fiscal 2027, which it said would help position Sysco to delever quickly.

Sysco 8-K Report, Material Agreement (Sep 4, 2026)

Sysco Corporation filed an 8-K reporting three items. First, on September 4, 2026, Sysco entered into a First Amendment to its April 16, 2026 Revolving Credit Agreement with Bank of America, N.A. as administrative agent, establishing a $750 million senior unsecured delayed draw term loan facility (the CoBank Term Loan) with CoBank, ACB. The facility has two $375 million tranches, one with a six-year term and one with an eight-year term, drawable in multiple advances during the one-year period after the amendment's effective date. Sysco intends to use the proceeds to pay in part the cash consideration for its previously announced proposed acquisition of JRD Unico, Inc. and Warehouse Realty, LLC (the JRD Acquisition), along with related fees and expenses. Second, the Compensation and Leadership Development Committee approved one-time performance share unit awards on September 1, 2026: $2 million for Chair and CEO Kevin P. Hourican and $1 million for Interim CFO Brandon E. Sewell. The PSUs are contingent on closing the JRD Acquisition, which the filing says is currently anticipated to close by the third quarter of 2027, and payouts range from 0% to 200% of target over three years after closing. On September 3, 2026, the Committee also approved a $700,000 one-time cash award to Chief Human Resources Officer Ronald L. Phillips, tied to AI-driven business process transformation, with 50% vesting September 4, 2026 and 50% vesting upon closing of the JRD Acquisition. The filing is largely a financing and acquisition-related disclosure. Its most investor-relevant points are the new committed delayed draw financing tied to the JRD Acquisition and the retention-oriented incentive awards that are contingent on that deal closing. The filing references a Form S-4 registration statement filed by Sysco Holdings Corporation in connection with the transaction, but does not state deal valuation, purchase price, or pro forma financial effects.

Sysco 8-K Report, Executive Changes (Aug 20, 2026)

Sysco Corporation (NYSE: SYY) filed a Current Report on Form 8-K dated August 20, 2026 to disclose two board changes and an AI-focused governance update. Effective September 1, 2026, the Board increased its size from eleven to thirteen directors and elected Jason Murray and Thomas Ondrof to fill the new seats. Mr. Murray joins the Technology Committee, and Mr. Ondrof joins the Audit Committee. The Board determined both directors to be independent under NYSE standards and Sysco's categorical standards. The filing also furnishes a press release, Exhibit 99.1, which announces the appointments and renames the Technology Committee the Artificial Intelligence Transformation and Technology Committee. According to the press release, that committee has begun meeting monthly with management to accelerate AI-enabled capabilities. The release reiterates the company's focus on AI-driven efficiencies, and it references fiscal 2027 guidance of 6% to 7% revenue growth and 9% to 11% adjusted earnings per share growth on a 53-week basis, including a $100 million cost-savings program enabled by AI-driven process improvements, automation, and operating efficiencies. The press release also references the company's pending acquisition of Jetro Restaurant Depot ("JRD"), and states that D. E. Shaw group, a long-time investor, expects to participate in the capital raise for that transaction. The filing notes the risk that the transaction may not close or may not deliver anticipated benefits.

Sysco 8-K Report, Regulation FD Disclosure (Aug 12, 2026)

Sysco Corporation furnished an investor presentation dated August 12, 2026, made in connection with its previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC, the Jetro Restaurant Depot cash-and-carry business. The presentation was given at a Sysco headquarters visit and a Jetro Restaurant Depot store tour. Under Item 7.01 the material is furnished rather than filed. The presentation frames the deal around Restaurant Depot's scale: about $16 billion of 2025 revenue, about $2.1 billion of 2025 Adjusted EBITDA, about $1.9 billion of free cash flow, 167 locations, and a 13% EBITDA margin. Management cites about $250 million of annualized net cost synergies, expected Year 1 adjusted EPS accretion in the mid to high single digits and Year 2 accretion in the low to mid-teens (excluding transaction-related D&A), and more than $2 billion of additional longer-term annual free cash flow. On the standalone business, the presentation sets fiscal 2027 guidance as of August 4, 2026: sales growth of 6% to 7% (including about 2% from a 53rd week), adjusted EPS growth at the high end of the earnings algorithm, about $100 million of cost-out, and a target of about 2.5% local case growth. Fiscal 2026 results cited include sales of $84,553 million (up 3.9% from $81,370 million) and adjusted diluted EPS of $4.61 (up 3.4% from $4.46), while GAAP diluted EPS was $3.66 versus $3.73. Sysco reports net debt leverage of 2.7x at quarter end and expects leverage of about 4.5x at close, with a commitment to reduce net leverage by about 1.0x within 24 months after closing and a long-term target of 2.75x. The presentation also says no large-scale M&A will occur until the target is reached. For investors, the key points are the size of the leverage step-up at close, the synergy and accretion assumptions, and whether Restaurant Depot's margin and growth profile holds up within Sysco. The filing contains no transaction price or closing timeline. Those details, along with regulatory and integration risks, are described in the forward-looking statements and in the Form S-4 registration statement filed by Sysco Holdings Corporation.

Sysco 8-K Report, Financial Results (Aug 4, 2026)

Sysco Corporation (NYSE: SYY) furnished an 8-K on August 4, 2026, attaching a press release (Exhibit 99.1) reporting results for its fiscal fourth quarter and full fiscal year 2026, which ended June 27, 2026. For the 13-week fourth quarter, sales rose 4.7% to $22.1 billion, GAAP operating income rose 10.6% to $983 million, and GAAP diluted EPS rose 4.5% to $1.15, while adjusted diluted EPS rose 3.4% to $1.53. For the full fiscal year, sales increased 3.9% to $84.6 billion, GAAP net earnings decreased 3.9% to $1.8 billion, and GAAP diluted EPS decreased 1.9% to $3.66, while adjusted diluted EPS increased 3.4% to $4.61. U.S. Foodservice local case volume grew 2.6% in the quarter and International local volume grew 4.5%. Management introduced fiscal 2027 guidance of 6%-7% sales growth and 9%-11% adjusted EPS growth on a 53-week basis, and expects about $100 million of efficiency improvements from an AI-powered transformation program and related cost-out efforts. The company reported $1.8 billion of cash and $4.8 billion of total liquidity at quarter end, with a Net Debt to adjusted EBITDA ratio of approximately 2.7 times. Fiscal 2026 cash flow from operations was $2.6 billion and free cash flow was $2.1 billion, and the company returned $1.2 billion to shareholders through dividends and buybacks. The filing also flags the pending acquisition of Jetro Restaurant Depot. Fiscal 2026 adjusted results exclude a $54 million loss on deal-contingent rate lock transactions and $30 million of bridge loan amortization tied to that planned deal, and the forward-looking statements cite risks of regulatory approval, closing delays, and synergy shortfalls. Debt-related costs weighed on the quarter, with interest expense rising 23.5% to $205 million.

Sysco 8-K Report, Corporate Update (Jul 2, 2026)

On July 1, 2026, New Slider Holdco, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Corporation, filed a registration statement on Form S-4 with the SEC in connection with the transactions contemplated by a Agreement and Plan of Merger dated as of March 30, 2026. The merger agreement involves JRD Unico, Inc., Warehouse Realty, LLC, Sysco, New Slider HoldCo, Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC and a holder representative. The Form S-4 includes a preliminary prospectus relating to shares of New Slider HoldCo common stock, par value $1.00 per share, to be issued to Sysco shareholders in connection with the merger. The Form S-4 has not yet been declared effective by the SEC. This filing is principally a disclosure notice under Item 8.01 (Other Items). It contains no financial results, transaction consideration amounts, or operating metrics. Investors are directed to read the prospectus once it becomes definitive, which will contain important information about the proposed transaction. The filing also includes standard legal language stating that it does not constitute an offer to sell or a solicitation of an offer to buy any securities, and that no offer of securities will be made except by means of a prospectus meeting Section 10 of the Securities Act.

Sysco 8-K Report, Regulation FD Disclosure (May 18, 2026)

Sysco Corporation (SYY) furnished an 8-K on May 18, 2026 under Item 7.01 (Regulation FD) attaching an investor presentation, Exhibit 99.1, made in connection with its previously announced agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC, the operator of Restaurant Depot. The filing itself contains no new financial statements; the substance lies in the presentation. The presentation describes Restaurant Depot as the leader in U.S. wholesale cash and carry, with approximately $16 billion of 2025 revenue, approximately $2.1 billion of 2025 Adjusted EBITDA, 167 total locations, and a Dec-25 LTM free cash flow of approximately $1.9 billion (defined as Adjusted EBITDA less capex). The presentation states the combined company would have a 5.2% Sysco adjusted EBITDA margin versus a pro forma 6.7% figure, includes $250 million of annualized net cost synergies, and projects Year 1 and Year 2 adjusted EPS accretion of mid-to-high single digits and low-to-mid teens, respectively. On leverage, the presentation shows Sysco's net debt to Adjusted EBITDA at 2.80x as of March 28, 2026, and a deleveraging plan targeting approximately 1.0x net leverage reduction within 24 months post-close, a glidepath to a 2.75x long-term target, and no large-scale M&A until target leverage is achieved. It also states the combined company expects more than $2 billion of additional annual free cash flow by year four, which would support share repurchases, dividends, and M&A. The presentation further names Restaurant Depot executives expected to join Sysco's leadership and states that the Restaurant Depot leadership will join Sysco's Board of Directors. The presentation is accompanied by extensive forward-looking statement cautions, including risks that the transaction may not close on time or at all, regulatory conditions, synergy realization, integration, debt financing, and credit ratings. It also notes that a registration statement on Form S-4 will be filed by New Slider Holdco, Inc. The 8-K itself states the furnished information is not deemed 'filed' under Section 18 of the Exchange Act.

Sysco 8-K Report, Financial Results (Apr 28, 2026)

Sysco Corporation (NYSE: SYY) furnished an 8-K on April 28, 2026 containing its press release reporting results for the third quarter of fiscal year 2026, which ended March 28, 2026. Sales rose 4.7% to $20.5 billion and GAAP operating income fell 9.1% to $619 million, while adjusted operating income decreased 0.6% to $768 million. Net earnings decreased 15.2% to $340 million and diluted EPS fell 13.4% to $0.71; adjusted diluted EPS decreased 2.1% to $0.94, which management said includes a $63 million higher incentive compensation cost. U.S. Foodservice local case volume grew 3.3%, the highest quarterly rate in over three years according to the CEO, and the U.S. Foodservice segment returned to operating profit growth in the quarter. For the first 39 weeks of fiscal 2026, cash flow from operations was $1.5 billion and free cash flow was $1.1 billion, up 19% year to date. Sysco returned $978 million to shareholders through $200 million of share repurchases and $778 million of dividends. Cash was $1.9 billion, total liquidity was $4.4 billion, and net debt to adjusted EBITDA was approximately 2.8 times. Management stated it expects full-year fiscal 2026 adjusted EPS at the high end of its $4.50 to $4.60 guidance range. The pending acquisition of Jetro Restaurant Depot, announced March 30, 2026, remains subject to regulatory review and is expected to close by the third quarter of fiscal 2027.

Sysco 8-K Report, Material Agreement (Apr 20, 2026)

On April 16, 2026, Sysco Corporation entered into two new credit agreements with Bank of America, N.A. as administrative agent, replacing its existing $3.0 billion senior revolving credit facility originally entered into on September 5, 2025. The New Revolver Credit Agreement provides aggregate commitments of $3.0 billion as of the effective date, increasing to $4.0 billion upon consummation of the previously announced acquisition of JRD Unico, Inc. and Warehouse Realty, LLC (together, Jetro Restaurant Depot), with an option to increase to $5.0 billion. Loans drawn under it mature April 16, 2031, and it will continue to serve as a backstop for Sysco's commercial paper program. Subsidiary borrowers Sysco Canada, Inc. and Sysco Global Holdings B.V. are parties to this facility. The New Term Credit Agreement provides $3.0 billion of aggregate commitments, consisting of a $1.25 billion Tranche A that matures 364 days from the Closing Date and a $1.75 billion Tranche B that matures two years from the Closing Date. Term loan proceeds will fund in part the Jetro Restaurant Depot merger transactions, refinance JRD's indebtedness on the Closing Date, and pay related fees and expenses. Revolver proceeds are for general corporate purposes. Both agreements contain customary covenants, including a requirement to maintain a ratio of consolidated EBITDA to consolidated interest expense, and customary events of default. The filing also states that the credit agreements are filed as Exhibits 10.1 and 10.2 with certain portions redacted under Regulation S-K Item 601(b)(10)(iv), and that certain schedules and exhibits were omitted under Item 601(a)(5). The filing references a possible Form S-4 registration statement by New Slider Holdco, Inc. in connection with the proposed transaction, and notes that Sysco has no material relationships with the other parties to the credit agreements beyond prior facilities and customary banking services.

Sysco 8-K Report, Executive Changes (Apr 2, 2026)

Sysco Corporation filed this Current Report on Form 8-K dated the event date of March 27, 2026, and signed April 2, 2026, to disclose an executive departure. On March 27, 2026, Tom Peck, Executive Vice President, Chief Information and Digital Officer, notified the company of his decision to resign, effective April 10, 2026. The filing states he is resigning to accept another opportunity in a different industry. The filing states there were no disagreements between the company and Mr. Peck on any matter relating to the company's operations, policies, or practices. It does not disclose any successor appointment, financial results, or other financial figures. For investors, this is a routine leadership transition under Item 5.02 with no financial impact disclosed in the filing. The key items to monitor are who will assume the chief information and digital officer responsibilities and whether the company announces a successor.

Sysco 8-K Report, Material Agreement (Mar 30, 2026)

On March 30, 2026, Sysco Corporation entered into an Agreement and Plan of Merger with JRD Unico, Inc. and Warehouse Realty, LLC (together, "Jetro Restaurant Depot"), under which Sysco will acquire JRD and Warehouse Realty in a combined cash and stock transaction. The aggregate purchase price consists of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of New Slider Holdco, Inc. common stock ("HoldCo Common Stock"). Each share of Sysco common stock will convert into one share of HoldCo Common Stock in the Sysco Merger, and HoldCo Common Stock is expected to trade on the New York Stock Exchange under the symbol "SYY." Former JRD and Warehouse Realty equityholders are expected to hold approximately 16% of HoldCo's outstanding common stock after the Mergers. The merger is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, the absence of prohibiting laws or injunctions, possible SEC effectiveness of a Form S-4, NYSE listing authorization, and receipt of customary tax opinions. The agreement carries an outside date of September 30, 2027, subject to one six-month automatic extension in certain regulatory circumstances. A termination fee of $1.164 billion is payable by Sysco in certain cases if the deal fails due to antitrust approvals. Sysco also entered into a Stockholders Agreement with the majority JRD stockholder, funds affiliated with Leonard Green & Partners, and affiliates of Abu Dhabi Investment Authority. This agreement grants board designation rights, lock-up periods (18 to 24 months for the majority JRD holder, six months for LGP and ADIA affiliates), and registration rights. Sysco has also secured a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility to help fund the cash consideration and refinance Jetro Restaurant Depot indebtedness, with the cash portion expected to be financed through $21 billion of new debt and hybrid debt plus $1 billion from cash on hand, equity, or equity-linked securities.

Sysco 8-K Report, Financial Results (Mar 30, 2026)

On March 30, 2026, Sysco Corporation (NYSE: SYY) announced a definitive agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC (together, Jetro Restaurant Depot) in a transaction valued at $29.1 billion. Jetro Restaurant Depot shareholders will receive $21.6 billion in cash and 91.5 million Sysco shares, implying an enterprise value of approximately 14.6x Jetro Restaurant Depot's Operating Income, or 13.0x including expected synergies. Jetro Restaurant Depot operates 166 cash-and-carry warehouses across 35 states and had approximately $16 billion of 2025 revenue, $2.1 billion of EBITDA, and $1.9 billion of free cash flow. Jetro Restaurant Depot will operate as a standalone business segment within Sysco. The cash portion will be funded with $21 billion of new debt and hybrid debt and $1 billion of cash on hand, equity, or equity-linked securities. Sysco will issue approximately 19.1% of its outstanding shares to Jetro Restaurant Depot shareholders, who are expected to own about 16% of the combined company. Sysco is pausing its share repurchase program to prioritize de-leveraging, intends to reduce net leverage by at least 1.0x within 24 months after closing, and remains committed to its dividend and long-term net leverage target of approximately 2.75x. The companies expect the transaction to be mid to high single-digit accretive to EPS in year one and low to mid-teens accretive in year two, with approximately $250 million of annualized net cost synergies within three years. Closing is expected by the third quarter of Sysco's fiscal 2027, subject to customary conditions including regulatory approvals. Sysco also reaffirmed its fiscal 2026 guidance of 3% to 5% sales growth and adjusted EPS at the high end of $4.50 to $4.60, and said it expects U.S. local case growth of over 3.0% in Q3 2026. Third-quarter fiscal 2026 full results are expected on April 28, 2026.

Sysco 8-K Report, Executive Changes (Mar 5, 2026)

Sysco Corporation (NYSE: SYY) disclosed in an 8-K filed March 5, 2026 that Executive Vice President and Chief Financial Officer Kenny Cheung has resigned to accept an opportunity at a Fortune 10 company in a different industry. The filing states there were no disagreements with the Company on operations, policies, practices, accounting, financial statement disclosure, or internal controls. Cheung will remain at the Company in an advisory capacity until April 17, 2026, to ensure a smooth transition. The Board of Directors appointed Brandon Sewell, 46, Senior Vice President and Chief Financial Officer of U.S. Foodservice Operations, as interim Chief Financial Officer effective March 6, 2026. Sewell joined Sysco in April 2014 and previously held finance roles of increasing responsibility, after earlier work in finance at Dell Technologies. Under a letter agreement, he will receive an annual base salary of $420,000, a fiscal year 2026 target annual cash incentive equal to 100% of base salary (pro-rated from March 1, 2026), a fiscal 2026 Long Term Incentive equity award with a grant date fair value equal to 125% of base salary vesting over three years, and a one-time restricted stock unit award upon completion of his interim role, intended to enhance retention. In a press release furnished as Exhibit 99.1, Sysco reaffirmed its fiscal year 2026 guidance, with adjusted EPS at the high end of $4.50 to $4.60 and sales growth of 3%-5%. The company also reaffirmed third quarter 2026 consensus adjusted EPS of $0.94 and USFS local case growth of at least 2.5% compared to the prior year. Investors will be watching how the interim arrangement and the search for a permanent CFO affect financial continuity.

Sysco 8-K Report, Material Agreement (Feb 13, 2026)

Sysco Corporation (SYY) issued and sold $600 million aggregate principal amount of 4.400% Senior Notes due 2031 and $650 million aggregate principal amount of 4.950% Senior Notes due 2036 on February 13, 2026, under an automatically effective Form S-3ASR registration statement filed August 28, 2024. The company states net proceeds were approximately $1.24 billion after underwriters' discounts and estimated offering expenses. The company intends to use the net proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs. The 2031 Notes mature July 25, 2031 and pay interest semi-annually on January 25 and July 25, beginning July 25, 2026. The 2036 Notes mature March 25, 2036 and pay interest semi-annually on March 25 and September 25, beginning September 25, 2026. Both series are unsecured senior obligations ranking equally with the company's other unsecured senior indebtedness, and are guaranteed by the subsidiary guarantors named in the supplemental indentures. The notes carry make-whole redemption provisions before the applicable par call dates (June 25, 2031 for the 2031 Notes and December 25, 2035 for the 2036 Notes), and par redemption thereafter. If a Change of Control Repurchase Event occurs, the company must offer to repurchase the notes at 101% of principal plus accrued interest, which requires both a change of control and a below investment grade ratings event for the relevant series.

Sysco 8-K Report, Corporate Update (Feb 11, 2026)

Sysco Corporation (SYY) filed a Form 8-K on February 11, 2026 under Item 8.01 (Other Events) to report that on February 10, 2026, it and certain subsidiary guarantors entered into an Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, for a debt offering of $600 million aggregate principal amount of 4.400% Senior Notes due 2031 and $650 million aggregate principal amount of 4.950% Senior Notes due 2036. The offering is expected to close on February 13, 2026, subject to customary closing conditions. The Notes are being offered under a Registration Statement on Form S-3 (Registration No. 333-281830) and a Prospectus Supplement dated February 10, 2026. The filing states that the Underwriting Agreement contains customary representations, warranties, covenants, closing conditions, indemnification rights and termination provisions. The filing also discloses that affiliates of certain underwriters are lenders under Sysco's credit facility and dealers under its commercial paper programs, and may therefore receive a portion of the net proceeds. U.S. Bank Trust Company, National Association, an affiliate of one of the underwriters, is trustee for the Notes. Item 9.01 lists the Underwriting Agreement as Exhibit 1.1 and the Cover Page Interactive Data File as Exhibit 104. Certain schedules and exhibits to the agreement were omitted under Item 601(a)(5) of Regulation S-K, with copies available to the SEC upon request.

Sysco 8-K Report, Financial Results (Jan 27, 2026)

Sysco Corporation (NYSE: SYY) furnished an 8-K on January 27, 2026 under Item 2.02 attaching a press release reporting results for its second quarter of fiscal year 2026, which ended December 27, 2025. Sales rose 3.0% to $20.8 billion, gross profit rose 3.9% to $3.8 billion, and gross margin widened 15 basis points to 18.3%. GAAP operating income fell 2.8% to $692 million and GAAP net earnings fell 4.2% to $389 million, or $0.81 per diluted share. On an adjusted basis, operating income rose 3.1% to $807 million, adjusted net earnings rose 3.9% to $476 million, and adjusted EPS rose 6.5% to $0.99. U.S. Foodservice local case volume increased 1.2%, and management said USFS local case volume is now positive. Management stated it now expects full-year adjusted EPS at the high end of its previous guidance range of $4.50 to $4.60. The CFO said this outlook includes an approximate $100 million ($0.16 per diluted share) headwind from lapping lower incentive compensation in fiscal 2025, and that adjusted EPS growth for FY26 is expected at approximately 5% to 7%, in line with the long-term financial algorithm. Management also said it expects at least 2.5% local case growth in the second half of the fiscal year. Balance sheet and cash flow metrics in the release include cash of $1.2 billion, total liquidity of $2.9 billion, a debt-to-net-earnings ratio of approximately 7.6 times, and a net debt to adjusted EBITDA ratio of approximately 2.9 times. For the first 26 weeks, operating cash flow was $611 million, free cash flow was $413 million, and dividends paid totaled $518 million.

Sysco 8-K Report, Executive Changes (Nov 21, 2025)

Sysco Corporation disclosed in this Current Report on Form 8-K, filed November 21, 2025, that Greg D. Bertrand, Executive Vice President and Global Chief Operating Officer, notified the Company on November 17, 2025 of his intention to transition to a non-executive senior advisor position effective January 1, 2026, in preparation for his retirement. This is a leadership transition disclosure under Item 5.02, not a financial results announcement. Under a strategic advisor agreement effective January 1, 2026, for a period of at least nine months, Mr. Bertrand is expected to provide at least 20 hours of services per week. His compensation includes an annual base salary of $443,500, a one-time cash award of $250,000 payable within 30 days of the agreement's commencement subject to continued employment, continued vesting of existing equity awards subject to continued employment, and continued eligibility for certain retirement and welfare plans. He will not be eligible for bonus programs or new long-term equity awards during the advisor role, except for a pro-rated cash bonus under the Annual Incentive Plan based on base salary earned in the first half of fiscal year 2026 and Company performance. If the Company ends the senior advisor role before September 30, 2026 for any reason other than cause, Mr. Bertrand will be relieved of work obligations but remain employed and receive compensation and benefits through September 30, 2026. The full Advisor Agreement will be filed with the Company's Form 10-Q for the quarter ended December 27, 2025.

Sysco 8-K Report, Shareholder Vote Results (Nov 17, 2025)

Sysco Corporation's 8-K, filed November 17, 2025, reports the results of its 2025 Annual Meeting of Stockholders, held November 14, 2025. Stockholders re-elected all eleven director nominees to serve until the 2026 Annual Meeting. Support ranged from 91.86% of votes cast for Kevin P. Hourican to 99.52% for Roberto Marques. Daniel J. Brutto received 97.38%, Francesca DeBiase 99.35%, Ali Dibadj 99.28%, Larry C. Glasscock 96.17%, Jill M. Golder 99.18%, Bradley M. Halverson 97.59%, John M. Hinshaw 95.54%, Alison Kenney Paul 98.06%, and Sheila G. Talton 98.85%. On the other proposals, stockholders approved the advisory vote on named executive officer compensation, as described in the 2025 proxy statement, with 92.99% of votes cast in favor. They also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, with 94.75% of votes cast in favor. A stockholder proposal requiring that the Board Chair and CEO roles be held by different people was rejected, with 65.88% of votes cast against it. Overall, the results show broad stockholder support for the board slate, executive pay, and the auditor, while the separation of Chair and CEO roles did not gain majority approval. The filing contains vote tallies only and does not describe any board or management changes resulting from the meeting.

Sysco 8-K Report, Financial Results (Oct 28, 2025)

Sysco Corporation (NYSE: SYY) furnished an 8-K on October 28, 2025 under Item 2.02 (Results of Operations and Financial Condition), attaching a press release (Exhibit 99.1) announcing results for its first quarter of fiscal 2026, the 13-week period ended September 27, 2025. Sales rose 3.2% to $21.1 billion and gross profit rose 3.9% to $3.9 billion, with gross margin up 13 basis points to 18.5%. GAAP operating income declined 1.0% to $800 million and net earnings declined 2.9% to $476 million, with diluted EPS flat at $0.99. On an adjusted basis (non-GAAP), operating income rose 2.9% to $898 million, net earnings rose 2.0% to $551 million, and adjusted diluted EPS rose 5.5% to $1.15. U.S. Foodservice Operations case volume increased 0.1%, and local case volume decreased 0.2%. Management reiterated its fiscal 2026 guidance of sales growth of 3%-5% and adjusted EPS growth of 1%-3%. The guidance includes an approximate $100 million ($0.16 per diluted share) headwind from lapping lower incentive compensation in fiscal 2025; excluding that impact, the company cites EPS growth of approximately 5% to 7%. The CEO said momentum is building, citing a positive exit velocity in the U.S. Foodservice local business that improved 120 basis points sequentially. On the balance sheet, cash was $844 million at quarter end and total liquidity was $3.5 billion. Total debt was $13,353 million, net debt to adjusted EBITDA was approximately 2.9 times, and debt to net earnings was approximately 7.4 times. Cash flow from operations was $86 million and free cash flow was negative $50 million for the quarter. Sysco paid $259 million in dividends during the period.

Sysco 8-K Report, Material Agreement (Sep 8, 2025)

Sysco Corporation (SYY) reported in a Form 8-K filed September 8, 2025 that on September 5, 2025 it, together with its wholly-owned subsidiaries Sysco Canada, Inc. and Sysco Global Holdings B.V. (the Subsidiary Borrowers), entered into a new Credit Agreement with Bank of America, N.A., as Administrative Agent, and the lenders and guarantors party thereto. The New Credit Agreement replaces Sysco's existing $3.0 billion senior revolving credit facility originally entered into on April 29, 2022. Aggregate lender commitments as of the effective date are $3.0 billion, with an option to increase them to $4.0 billion, and the facility matures on September 5, 2030. The agreement contains customary terms for credit facilities of this type, including covenants limiting consolidations, mergers, asset sales and liens, reporting covenants, and a requirement to maintain a ratio of consolidated EBITDA to consolidated interest expense. Borrowings by Sysco and the Subsidiary Borrowers are generally guaranteed by Sysco's wholly-owned subsidiaries that guarantee its senior notes and debentures, and borrowings by the Subsidiary Borrowers are guaranteed by Sysco. The new facility will continue to serve as a backstop for Sysco's commercial paper program, as the Existing Credit Agreement did. The filing states that Sysco has no material relationship with the other parties to the agreement beyond prior credit facilities, under which certain of the lenders were lenders, and customary commercial, investment banking, underwriting, trust and advisory services for which those lenders have received or will receive customary fees. The full agreement is filed as Exhibit 10.1.

Sysco 8-K Report, Financial Results (Jul 29, 2025)

Sysco Corporation (NYSE: SYY) furnished an 8-K on July 29, 2025 reporting results for its fourth fiscal quarter and full fiscal year 2025, which ended June 28, 2025, and introducing FY26 guidance via Exhibit 99.1. For the full year, sales rose 3.2% to $81.4 billion, operating income fell 3.6% to $3.1 billion, and GAAP diluted EPS fell 4.1% to $3.73. On an adjusted basis, operating income rose 1.2% to $3.5 billion and adjusted EPS rose 3.5% to $4.46. The fourth quarter included a $92 million non-cash goodwill impairment related to the Guest Worldwide business, which reduced GAAP operating income by 9.0% to $889 million and GAAP EPS by 10.6% to $1.10. For FY26, management guided to sales growth of approximately 3% to 5%, reaching roughly $84 billion to $85 billion, and adjusted EPS growth of approximately 1% to 3%, reaching roughly $4.50 to $4.60. The EPS outlook includes an approximate $100 million ($0.16 per diluted share) headwind from lapping lower incentive compensation in fiscal 2025. Excluding that impact, management said EPS growth would be approximately 5% to 7%. Management also plans about $1 billion in dividends and about $1 billion in share repurchases for FY26. Cash generation and balance sheet metrics were mixed. Fiscal 2025 operating cash flow was $2.5 billion, down from $2.99 billion in the prior year, and free cash flow was $1.8 billion. Sysco returned $2.3 billion to shareholders during the year through $1.3 billion of buybacks and $1.0 billion of dividends. The company reported cash of $1.1 billion, total liquidity of $3.8 billion, and net debt to adjusted EBITDA of approximately 2.9 times. The filing also notes that the figures are non-GAAP in part and that the company's forward-looking statements carry risks including inflation, tariffs, and changes in consumer eating habits.

Sysco 8-K Report, Material Agreement (Jun 6, 2025)

Sysco Corporation (SYY) filed a Current Report on Form 8-K reporting that on June 4, 2025, it entered into Amendment No. 2 to its existing Credit Agreement dated as of April 29, 2022 (as previously amended by Amendment No. 1 dated June 11, 2024). The agreement is among Sysco, Sysco Global Holdings B.V. (the "New Borrower"), Sysco Canada, Inc., Sysco EU II S.à r.l., Bank of America, N.A. as Administrative Agent, and the lenders and guarantors party thereto. Amendment No. 2 adds Sysco Global Holdings B.V. as a "Subsidiary Borrower" under the Amended Credit Agreement. This allows the New Borrower to request and accept extensions of credit under the facility and assumes the obligations of a Subsidiary Borrower. The filing is reported under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), with Item 2.03 incorporating Item 1.01 by reference. The filing states that neither Sysco nor its affiliates have any material relationship with the other parties to the amendment, other than commercial banking, investment banking, underwriting, trust and other financial advisory services provided by certain lenders, for which they receive customary fees and expenses. The filing does not state any dollar amount of borrowing capacity or pricing terms.

Sysco 8-K Report, Financial Results (Apr 29, 2025)

Sysco Corporation (NYSE: SYY) furnished an 8-K on April 29, 2025 attaching its press release reporting results for the third quarter of fiscal year 2025, the 13-week period ended March 29, 2025. Sales increased 1.1% to $19.6 billion, but gross profit decreased 0.8% to $3.6 billion and operating income decreased 5.7% to $681 million. Net earnings decreased 5.6% to $401 million, and diluted EPS decreased 3.5% to $0.82. Adjusted diluted EPS was $0.96, in line with the prior-year period. Management attributed the quarter's shortfall to California wildfires, adverse weather and weakening consumer confidence, which reduced restaurant foot traffic. U.S. Foodservice volume fell 2.0% and local case volume fell 3.5%, while International Foodservice constant-currency sales rose 2.2%. For FY25 guidance, Sysco now expects sales growth of approximately 3% and adjusted EPS growth of at least 1%. The company remains on track to return about $2.25 billion to shareholders in FY25 through share repurchases and dividends. In the first 39 weeks, it returned $1.5 billion ($700 million of buybacks and $752 million of dividends). Free cash flow for the 39 weeks was $954 million, up $90 million year over year. Management cited over $4 billion of liquidity, a 6% dividend increase announced earlier, and $100 million of previously announced annualized cost savings. Net debt to adjusted EBITDA was 2.80 at quarter end.

Sysco 8-K Report, Executive Changes (Mar 3, 2025)

Sysco Corporation's Compensation and Leadership Development Committee approved a one-time award of performance share units (PSUs) valued at $1.5 million for Thomas R. Peck, Jr., Executive Vice President, Chief Information and Digital Officer, on February 26, 2025. The Committee said the award is intended to focus Mr. Peck on the successful implementation of a significant, multi-year technology initiative and to enhance his retention during this period. The filing states that the company is implementing a three-year long-term technological transformation business strategy that is critical to its Algorithm for Growth. The PSUs are tied to specific metrics, including successful completion of the technology transformation project, and are measured over a three-year performance period. The shares earned will be either 0% or 100% of the target number of PSUs, depending on whether all metrics are satisfied. Dividend equivalents accrue during the performance period and will be paid in shares or cash at the Committee's discretion. The filing also sets out special termination provisions designed to strengthen retention. On retirement, involuntary termination, or resignation, the award is forfeited in its entirety. On death or disability, the PSUs vest pro-rata based on months served, with performance measured at target for death and at actual performance for disability. On termination without cause following a change in control, all PSUs vest immediately at target-level performance.

Sysco 8-K Report, Material Agreement (Feb 25, 2025)

Sysco Corporation issued and sold two series of senior unsecured notes on February 25, 2025 under its automatically effective Form S-3ASR registration statement: $700,000,000 of 5.100% Senior Notes due 2030 and $550,000,000 of 5.400% Senior Notes due 2035. The Company reports net proceeds of approximately $1.24 billion after underwriters' discounts and estimated offering expenses, and intends to use the proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs. Interest is payable semi-annually on March 23 and September 23, beginning September 23, 2025, and the 2030 Notes and 2035 Notes mature on September 23, 2030 and March 23, 2035, respectively. The Notes are unsecured obligations that rank equally in right of payment with the Company's other existing and future unsecured senior indebtedness, and are guaranteed on an unsecured basis by the Subsidiary Guarantors named in the supplemental indentures. The Company may redeem each series before its par call date (August 23, 2030 for the 2030 Notes and December 23, 2034 for the 2035 Notes) at the greater of a make-whole amount and 100% of principal, plus accrued interest, and at 100% of principal plus accrued interest on or after those dates. The notes were issued under a base indenture from 1995 as supplemented, with U.S. Bank Trust Company, N.A. serving as trustee for the new notes. The filing also contains a change of control provision: if a Change of Control Repurchase Event occurs, which requires both a Change of Control and a Below Investment Grade Ratings Event for the relevant series, the Company must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest. The filing includes the supplemental indentures and legal opinions from King & Spalding LLP, Fraser Stryker PC LLO, Polsinelli PC, and Pierce Atwood LLP as exhibits.

Sysco 8-K Report, Material Agreement (Feb 19, 2025)

Sysco Corporation filed this Current Report on Form 8-K to disclose that, on February 13, 2025, it and certain subsidiary guarantors entered into an Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, for the offering of $700,000,000 aggregate principal amount of 5.100% Senior Notes due 2030 and $550,000,000 aggregate principal amount of 5.400% Senior Notes due 2035. The offering is expected to close on February 25, 2025, subject to customary closing conditions. The notes are being offered under a Registration Statement on Form S-3 (Registration No. 333-281830) and a Prospectus Supplement dated February 13, 2025. The filing states that Sysco's commercial paper dealers and credit facility lenders include affiliates of certain underwriters, and that some of those affiliates may receive a portion of the net proceeds. U.S. Bank Trust Company, National Association, an affiliate of one of the underwriters, is trustee for the Notes. The underwriting agreement is filed as Exhibit 1.1, with certain schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K, and an Inline XBRL cover page is included as Exhibit 104. The filing does not state the use of proceeds beyond the reference to commercial paper dealers.

Sysco 8-K Report, Financial Results (Jan 28, 2025)

Sysco Corporation (NYSE: SYY) furnished an 8-K on January 28, 2025, incorporating by reference its press release announcing results for the second quarter of fiscal year 2025, which ended December 28, 2024. For the 13 weeks, sales rose 4.5% to $20.2 billion, gross profit rose 3.9% to $3.7 billion, and operating income rose 1.7% to $712 million. Adjusted operating income rose 5.1% to $783 million, and diluted EPS was $0.82, in line with the prior year, while adjusted diluted EPS rose 4.5% to $0.93. Management reiterated fiscal 2025 guidance of sales growth of 4-5% and adjusted EPS growth of 6-7%. Segment performance was mixed. International Foodservice Operations was the standout, with operating income up 14.5% to $95 million and adjusted operating income up 26.5% to $129 million. U.S. Foodservice operating income declined 0.6% to $834 million, though total case volume grew 1.4% and local case volume decreased 0.9%. Management said early signs of progress in the local business, including improved new customer win rates and Net Promoter Scores, support expected local volume improvement in the second half of 2025. Cash generation weakened in the first 26 weeks of fiscal 2025. Operating cash flow was $498 million, a decrease of $358 million from the prior year, and free cash flow was $331 million, down $196 million. Sysco returned $803 million to shareholders through $300 million of share repurchases and $503 million of dividends. The company increased its planned fiscal 2025 share repurchases to $1.25 billion from $1.0 billion, with dividends expected at $1 billion. Net debt to adjusted EBITDA was 2.76 as of December 28, 2024.

Sysco 8-K Report, Shareholder Vote Results (Nov 19, 2024)

At Sysco Corporation's 2024 Annual Meeting of Stockholders, held November 15, 2024, stockholders re-elected or elected all eleven director nominees, each to serve until the 2025 Annual Meeting. Support ranged from 91.93% (Alison Kenney Paul) to 99.60% (Roberto Marques) of votes cast. Kevin P. Hourican (92.27%) and Alison Kenney Paul (91.93%) received the lowest director support, while Francesca DeBiase (99.33%), Roberto Marques (99.60%) and Ali Dibadj (98.89%) received the highest. Stockholders also approved the advisory vote on named executive officer compensation as disclosed in the 2024 proxy statement, with 93.80% of votes cast in favor. They approved the 2025 Employee Stock Purchase Plan with 99.59% of votes cast, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2025 with 95.42% of votes cast. A stockholder proposal on measurable, timebound targets for group sow housing for Sysco's private brand pork products (proposal #5) was withdrawn by its proponent after proxy materials were mailed, so no votes were tabulated on it. The filing is a governance update with no reported financial results or transactions. Its main investor-relevant content is the shareholder vote outcomes, which show broad approval of board nominees, compensation, the new stock purchase plan and the auditor.

Sysco 8-K Report, Financial Results (Oct 29, 2024)

Sysco Corporation (NYSE: SYY) reported first quarter fiscal year 2025 results for the 13-week period ended September 28, 2024, as described in Exhibit 99.1, a press release dated October 29, 2024. Sales rose 4.4% to $20.5 billion, gross profit rose 2.9% to $3.8 billion, and operating income rose 0.5% to $808 million. Adjusted operating income rose 2.2% to $873 million, and diluted EPS was flat at $0.99, while adjusted diluted EPS increased 1.9% to $1.09. Management reiterated fiscal 2025 guidance of sales growth of 4-5% and adjusted EPS growth of 6-7%. Segment results were mixed. U.S. Foodservice Operations sales increased 4.6% to $14.4 billion, with total case volume up 2.7% but local case volume up only 0.2%, and operating income fell 3.5% to $908 million. International Foodservice Operations delivered an operating income increase of 8.6% to $101 million, and adjusted operating income rose 12.1% to $130 million. Management said the rate of top- and bottom-line growth improved in September and expects to accelerate local volume growth and margins in the second half of the year. Cash flow was weaker. Cash flow from operations was $53 million, down $34 million year over year, and free cash flow was $8 million, an $81 million improvement. The company returned $359 million to shareholders through $108 million of share repurchases and $251 million of dividends, and management said it remains on track to return approximately $2 billion to shareholders for the fiscal year. Total debt was $12.4 billion at quarter end, and the filing states a net debt to adjusted EBITDA ratio of 2.74.

Sysco 8-K Report, Executive Changes (Aug 16, 2024)

Sysco Corporation (NYSE: SYY) filed a Current Report on Form 8-K dated August 16, 2024, reporting a board change under Item 5.02. On August 15, 2024, the Board increased its size from ten to eleven directors and elected Roberto Marques to fill the new seat, effective the same day. Mr. Marques was also appointed to the Audit and Sustainability committees. The Board has affirmatively determined he is independent under NYSE standards and Sysco's categorical standards, and the filing reports no related-person transactions under Item 404(a) of Regulation S-K. The company's press release dated August 16, 2024, announcing the appointment is attached as Exhibit 99.1. That release describes Mr. Marques's background, including his current role as a board director at Alcoa Corporation, his prior leadership of Natura & Co. from 2016 to 2022, and earlier executive positions at Mondelez International and Johnson & Johnson. Chair and CEO Kevin Hourican said Mr. Marques's international consumer-business experience will support the company's Recipe For Growth strategy. The release describes Sysco as having more than 76,000 colleagues, 340 distribution facilities, and fiscal 2024 sales of more than $78 billion. For investors, this is a governance update rather than a financial disclosure. The filing does not report any change to financial results, guidance, or compensation beyond the standard non-employee director program described in the company's 2023 proxy statement.

Sysco 8-K Report, Executive Changes (Aug 5, 2024)

Sysco Corporation's Form 8-K filed August 5, 2024 reports that on July 31, 2024, the Compensation and Leadership Development Committee of the Board approved an annual cash-based incentive program (the AIP) for fiscal year 2025 for executive officers, including the named executive officers Kevin P. Hourican (Chair and CEO), Kenny K. Cheung (EVP and CFO), Greg D. Bertrand (EVP, Global Chief Operating Officer), Thomas R. Peck, Jr. (EVP, Chief Information and Digital Officer), and Neil Russell, II (SVP, Corporate Affairs and Chief Administrative Officer). AIP payouts are weighted 70% to financial measures (50% operating income, 20% sales revenue) and 30% to strategic business objectives (10% USBL cost per piece, 10% local case growth, 10% employee engagement). Each component pays out from 0% to 200% of target, and the overall award may be adjusted by the Committee for individual performance, capped at 200% of target opportunity. The same committee also approved fiscal 2025 long-term incentive plan awards under the Sysco Corporation 2018 Omnibus Incentive Plan. LTIP mix is 50% performance share units with a three-year performance period, 30% restricted stock units, and 20% stock options. PSUs are tied to adjusted earnings per share growth (37.5%), return on invested capital growth (37.5%), and revenue growth (25%), with a relative total shareholder return modifier of plus or minus 25% of target against S&P 500 companies.

Sysco 8-K Report, Financial Results (Jul 30, 2024)

Sysco Corporation (NYSE: SYY) furnished an 8-K on July 30, 2024 attaching its press release (Exhibit 99.1) reporting results for the fourth quarter and fiscal year ended June 29, 2024. For the 13-week fourth quarter, sales rose 4.2% to $20.6 billion, operating income rose 1.2% to $977 million, and GAAP diluted EPS fell 14.6% to $1.23, while adjusted operating income rose 6.4% to $1.1 billion and adjusted EPS rose 3.7% to $1.39. The company cited positive volumes and seventh consecutive quarter of positive operating leverage, and U.S. Foodservice local case volume grew 0.7%. For fiscal 2024, sales increased 3.3% to $78.8 billion, operating income increased 5.4% to $3.2 billion, and GAAP diluted EPS increased 12.1% to $3.89, with adjusted EPS up 7.5% to $4.31. Net debt to adjusted EBITDA improved to 2.7 times, and the company returned about $2.2 billion to shareholders through $1.2 billion of share repurchases and $1.0 billion of dividends. International Foodservice operating income rose 19.4% to $375 million. Free cash flow was $2.2 billion, up $119 million. Management stated that fiscal 2025 begins the first year of a three-year financial growth algorithm, targeting compounded annual growth of 4%-6% for net sales, 6%-8% for adjusted EPS, and 9%-11% total shareholder returns. The information in Item 2.02 is furnished, not filed, under the Form 8-K.

Sysco 8-K Report, Executive Changes (Apr 30, 2024)

Sysco Corporation filed this Current Report on Form 8-K dated April 30, 2024 to disclose a board leadership change. Edward D. Shirley resigned from the Board, including all Board committees, and as Chair, for personal health reasons, effective April 30, 2024. He had notified the company of his resignation on April 26, 2024. The Board thanked him for his service, including as Chair and as a member of the Audit and Compensation and Leadership Development Committees. Effective the same day, the Board appointed Chief Executive Officer Kevin P. Hourican as Chair of the Board. The Board stated that combining the Chair and CEO roles is in the best interests of the company and its stockholders and will further align leadership and enhance governance. Mr. Hourican will not receive separate compensation for his service as Chair. To provide independent oversight, the Board appointed Larry C. Glasscock as Lead Independent Director, and John M. Hinshaw became Chair of the Corporate Governance and Nominating Committee, replacing Mr. Glasscock, who remains a committee member. The filing's Exhibit 99.1 is a press release dated April 30, 2024, announcing these changes. It also states that Sysco plans to use its investor relations website, investors.sysco.com, as a primary channel for publishing key information to investors.

Sysco 8-K Report, Financial Results (Apr 30, 2024)

Sysco Corporation (NYSE: SYY) furnished this Form 8-K on April 30, 2024 under Item 2.02 (Results of Operations and Financial Condition), attaching a press release announcing results for its third quarter of fiscal year 2024, which ended March 30, 2024. The company reported 13-week sales up 2.7% to $19.4 billion, gross profit up 5.2% to $3.6 billion, and GAAP operating income up 3.8% to $722.0 million. Adjusted operating income rose 8.4% to $799.3 million, and adjusted diluted EPS increased 6.7% to $0.96, while GAAP diluted EPS rose 1.2% to $0.85. U.S. Foodservice case volume grew 2.9%, though local case volume increased only 0.4%, which management said it is focused on improving. Management also raised its fiscal 2024 cost-out target from $100 million to $120 million and reaffirmed fiscal 2024 guidance of five to ten percent adjusted EPS growth to $4.20 to $4.40. On capital allocation, Sysco returned approximately $753 million to shareholders in the quarter through $500 million of share repurchases and $253 million of dividends, and remains on target to return about $2.25 billion in fiscal 2024. Over the first 39 weeks, cash flow from operations was $1.4 billion, down $52.6 million year over year, and free cash flow was $863.7 million, down $115.9 million. Balance sheet data shows total debt of $12.21 billion and a net debt to adjusted EBITDA ratio of 2.81 as of March 30, 2024. Cash flow and balance sheet figures for the 39-week period also reflect $1.18 billion in acquisitions, net of cash acquired.

Sysco 8-K Report, Financial Results (Jan 30, 2024)

Sysco Corporation (NYSE: SYY) furnished a press release dated January 30, 2024 (Exhibit 99.1) reporting results for its second fiscal quarter of 2024, which ended December 30, 2023. Sales rose 3.7% to $19.3 billion, gross profit rose 4.9% to $3.5 billion, and operating income rose 9.2% to $700.0 million. Adjusted EPS increased 11.3% to $0.89, and GAAP diluted EPS was $0.82 versus $0.28 a year earlier. U.S. Foodservice case volume grew 3.4% and local case volume grew 2.9%. Management described this as the fifth consecutive quarter of positive operating leverage. Cash flow improved materially. Cash flow from operations for the first 26 weeks was $855.9 million, an increase of $352.4 million, and free cash flow was $527.4 million, an increase of $308.2 million. Sysco returned $705.5 million to shareholders in the first half through $199.9 million of share repurchases and $505.6 million of dividends. The company now expects to return approximately $2.25 billion to shareholders in fiscal 2024, with share repurchase expectations raised from $750 million to $1.25 billion. Sysco reiterated its fiscal 2024 guidance of mid-single-digit sales growth to approximately $80 billion and adjusted EPS of $4.20 to $4.40, which the filing describes as five to ten percent adjusted EPS growth. At quarter end, total debt was $12.11 billion, cash was $962.2 million, and the Net Debt to Adjusted EBITDA ratio was 2.75.

Sysco 8-K Report, Shareholder Vote Results (Nov 20, 2023)

At its 2023 Annual Meeting of Stockholders, held November 17, 2023, Sysco Corporation's stockholders elected all 11 director nominees, each to serve until the 2024 Annual Meeting. Support ranged from 91.54% of votes cast for Alison Kenney Paul to 99.27% for Francesca DeBiase. Stockholders also approved the advisory vote on named executive officer compensation with 93.37% of votes cast, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024 with 96.42% of votes cast. On the frequency of future say-on-pay votes, 98.21% of votes cast favored every year, and the filing states that the Company will therefore include the advisory compensation vote in its proxy materials annually until the next required frequency vote. A stockholder proposal to re-establish a policy for eliminating or reducing gestation crates in the Company's pork supply chain was not approved, receiving 30.91% of votes cast. The filing reports the full vote tallies for each proposal, and states that abstentions and broker non-votes are disregarded in calculating the percentages of votes cast. Broker non-votes were 52,506,706 on each director election and on the compensation and gestation crate proposals.

Sysco 8-K Report, Material Agreement (Nov 17, 2023)

On November 17, 2023, Sysco Corporation issued and sold $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2029 and $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2034, offered under an automatically effective Form S-3ASR registration statement filed August 30, 2021. The Notes are unsecured senior obligations of the Company, guaranteed by certain Subsidiary Guarantors, and interest is payable semi-annually on January 17 and July 17, beginning July 17, 2024. The filing states net proceeds of approximately $987.5 million after underwriters' discounts and estimated offering expenses. The Company intends to use the proceeds for general corporate purposes, including working capital, capital expenditures, repayment of commercial paper borrowings, and acquisitions, including a portion of the purchase price for its pending acquisition of Edward Don & Company, a Chicago-based distributor of foodservice equipment, supplies, and disposables. That acquisition, announced October 11, 2023, remains subject to regulatory approval and other customary closing conditions. For bondholders, the filing sets out redemption and change-of-control terms. Before December 17, 2028 (2029 Notes) and October 17, 2033 (2034 Notes), the Company may redeem at the greater of a make-whole amount or 100% of principal, plus accrued interest. If a Change of Control Repurchase Event occurs, meaning both a change of control and a Below Investment Grade Ratings Event, the Company must offer to repurchase at 101% of principal plus accrued interest.

Sysco 8-K Report, Material Agreement (Nov 9, 2023)

Sysco Corporation filed this Current Report on Form 8-K on November 9, 2023 to disclose its entry into an Underwriting Agreement dated November 6, 2023, for the offering of $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2029 and $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2034. Sysco and certain subsidiary guarantors entered into the agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. The offering is expected to close on November 17, 2023, subject to customary closing conditions. The notes are being sold under a Registration Statement on Form S-3 (Registration No. 333-259146) and a Prospectus Supplement dated November 6, 2023. The filing states that the agreement contains customary representations, warranties, covenants, indemnification and termination provisions. The filing does not state how the net proceeds will be used beyond noting that affiliates of certain underwriters, as dealers under Sysco's commercial paper program, may receive a portion of those proceeds. The filing also discloses relationships between the underwriters and Sysco: certain underwriter affiliates are lenders under Sysco's credit facility, and U.S. Bank Trust Company, National Association, an affiliate of one underwriter, is trustee for the notes. The underwriters and their affiliates have received or will receive customary fees and expenses for services provided to Sysco.

Sysco 8-K Report, Financial Results (Oct 31, 2023)

Sysco Corporation (NYSE: SYY) furnished this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to report results for its first fiscal quarter of 2024, the 13 weeks ended September 30, 2023. Sales rose 2.6% to $19.6 billion, gross profit increased 4.6% to $3.6 billion, and operating income grew 9.1% to $803.6 million. Adjusted operating income rose 10.6% to $854.3 million, and diluted EPS increased 8.8% to $0.99 (adjusted EPS up 10.3% to $1.07). U.S. Foodservice total case volume grew 1.6%, while International Foodservice sales rose 12.2%, or 9.0% on a constant currency basis. Cash position was weaker. Cash flow from operations was $87.2 million, a decrease of $71.5 million year over year, and free cash flow was negative $73.2 million. The company attributed the shortfall to seasonality and the timing of working capital. Sysco returned $352.9 million to shareholders through $100.0 million of share repurchases and $252.9 million of dividends, and it remains on target to return approximately $1.75 billion in fiscal 2024. Net debt to adjusted EBITDA was 2.6 times at quarter end. Management reiterated its fiscal 2024 guidance of mid-single-digit sales growth to approximately $80 billion and adjusted EPS growth of 5% to 10%, to $4.20 to $4.40. The company also cited its planned acquisition of Edward Don & Company, a kitchen equipment and supplies distributor.

Sysco 8-K Report, Executive Changes (Oct 17, 2023)

Sysco Corporation filed this Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that the Board of Directors approved on October 12, 2023 the appointment of Ms. Jennifer L. Johnson as Senior Vice President and Chief Accounting Officer, with an expected effective date of October 23, 2023. She will succeed Mr. Scott B. Stone, who has been serving as Interim Chief Accounting Officer and will continue as Vice President, Financial Reporting. Ms. Johnson, age 50, most recently served as Corporate Vice President and Principal Accounting Officer of FedEx Corporation since October 2021. Under a letter agreement dated September 29, 2023, Ms. Johnson will receive an annual base salary of $475,000. She will be eligible for an annual cash incentive under the Annual Incentive Plan with a fiscal 2024 target equal to 100% of base salary, pro-rated from the effective date to the end of fiscal 2024. She will also be eligible for annual equity awards under the long-term incentive plan, with a fiscal 2024 grant date fair value equal to 200% of base salary, consisting of 50% performance share units, 30% restricted stock units and 20% stock options, with the PSU award subject to proration. The agreement also provides make-whole awards to compensate for forfeited FedEx equity: a one-time cash payment of $375,000 and a one-time RSU award valued at $300,000 vesting pro-rata over three years, subject to continued employment. The filing states there are no family relationships with directors or executive officers and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K.

Sysco 8-K/A Report, Executive Changes (Oct 10, 2023)

Sysco Corporation filed this Current Report on Form 8-K/A to supplement its September 8, 2023 Form 8-K disclosing that Judith S. Sansone, Executive Vice President and Chief Commercial Officer, intended to retire effective October 2, 2023. On October 5, 2023, Sysco entered into a letter agreement with Ms. Sansone under which she will remain employed on a part-time basis as a non-executive employee in an advisory capacity. Under the letter agreement, Ms. Sansone will receive an annual base salary of $141,400. She will also continue vesting in her outstanding stock options, restricted stock units (RSUs) and performance share units (PSUs) under the terms of the applicable award agreements, and will continue to receive Company-subsidized health care coverage and participate in the Sysco Corporation Employee's 401(k) Plan. If her employment is terminated before October 1, 2024 for any reason other than "cause" (as determined by Sysco in its sole discretion), she will receive a one-time cash payment equal to the fair market value of her unvested RSUs at termination, plus the value of her unvested fiscal year 2022 PSUs based on actual achievement against the applicable performance metrics as of termination.

Sysco 8-K Report, Executive Changes (Sep 22, 2023)

Sysco Corporation filed a Current Report on Form 8-K on September 22, 2023, under Item 5.02 (Departure of Directors or Certain Officers). The filing states that the Board announced that Dr. Hans-Joachim Koerber, a member of the Board, will retire as a director at the time of Sysco's 2023 Annual Meeting of Stockholders, currently scheduled for November 17, 2023. The retirement is in accordance with the Company's 15-year director tenure policy, following 15 years of service on the Board. Dr. Koerber served on the Board's Audit, Finance and Sustainability Committees. The Board thanked him for his contributions and wished him well in his future endeavors. The filing does not report any change to financial results, guidance, or compensation arrangements. For investors, this is a routine board-refreshment disclosure reflecting the application of the Company's director tenure policy. It indicates a planned reduction in board membership at the 2023 annual meeting and a loss of director service on three committees, but it contains no financial figures.

Sysco 8-K Report, Executive Changes (Sep 8, 2023)

Sysco Corporation filed this Form 8-K on September 8, 2023 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on September 7, 2023, Judith S. Sansone, Executive Vice President and Chief Commercial Officer, notified the Company of her intention to retire, effective October 2, 2023. The filing describes Ms. Sansone as having joined Sysco in 2021 to help build a customer-centric and growth-oriented merchandising organization. It credits her with helping launch several Recipe For Growth customer-facing initiatives, including Sysco Your Way and Sysco Perks, and with leading efforts to strengthen strategic sourcing through the Profit Growth Management initiative. The Company and its Board of Directors thanked her for her contributions. The filing does not disclose a successor, any compensation or separation arrangements, or any financial results. For investors, the principal takeaway is a senior commercial leadership transition, with the departure taking effect in early October 2023.