Current Report Filing (8-k)
March 01 2017 - 9:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
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Delaware
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1-06544
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74-1648137
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1390 Enclave Parkway, Houston, TX 77077-2099
(Address of principal executive office) (zip code)
Registrants telephone number, including area code:
(281) 584-1390
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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(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, 2017. On the date hereof, Sysco issued the press release announcing Ms. Zielinskis election,
which is filed herewith as Exhibit 99.1.
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&Ys 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 Companys 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 Companys 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 2017.
Ms. Zielinski is also eligible to participate in other benefit plans and
arrangements available to Company officers and employees, as described in the Companys Proxy Statement filed with the Securities and Exchange Commission on October 5, 2016.
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.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
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Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press release dated March 1, 2017
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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.
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Sysco Corporation
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Date: March 1, 2017
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By:
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/s/ Russell T. Libby
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Russell T. Libby
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Executive Vice President, Administration
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and Corporate Secretary
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EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Press release dated March 1, 2017
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