01—Abstract
Summary
Summary of the 8-K filed August 16, 2024. Cited figures are marked; the original filing is the authoritative source.
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 billiona. 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.
02—Key points
Key Highlights
- Board expanded from ten to eleven directors on August 15, 2024, with Roberto Marques elected to fill the new seat.
- Mr. Marques appointed to both the Audit Committee and the Sustainability Committee, effective August 15, 2024.
- Board affirmatively determined Mr. Marques is independent under NYSE standards and Sysco's categorical standards.
- No reportable related-person transactions under Item 404(a) of Regulation S-K, and no arrangements or understandings for his selection.
- Mr. Marques receives customary non-employee director compensation under the program described in the 2023 proxy statement filed October 5, 2023.
- Exhibit 99.1 press release describes his experience at Alcoa Corporation, Natura & Co. (2016 to 2022), Mondelez International, and Johnson & Johnson.
- Filing reports no financial statements, pro forma information, or acquisitions; the disclosure is limited to board governance.
03—Questions
Frequently Asked Questions
Who was appointed to Sysco's Board of Directors?
Roberto Marques was elected to fill the vacancy created when the Board increased its size from ten to eleven directors. His election took effect on August 15, 2024.
Which board committees will Mr. Marques serve on?
The Board appointed him to both the Audit Committee and the Sustainability Committee, effective August 15, 2024.
Is Mr. Marques considered independent?
Yes. The Board affirmatively determined that he is independent under the New York Stock Exchange independence standards and Sysco's categorical standards in its Corporate Governance Guidelines.
What is Mr. Marques's professional background?
According to Exhibit 99.1, he is a board director at Alcoa Corporation and serves on boards including We Mean Business Coalition and the US Tennis Association Foundation. He previously led Natura & Co. from 2016 to 2022, was an Executive Vice President and President for North America at Mondelez International, and spent over 25 years at Johnson & Johnson.
Does this filing disclose any financial results or compensation changes?
No. The filing covers only the board appointment. His compensation is the customary non-employee director program described in the company's 2023 proxy statement, and the filing reports no financial statements or pro forma information.
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