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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 26, 2005
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-06544 74-1648137
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1390 ENCLAVE PARKWAY, HOUSTON, TX 77077-2099
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (281) 584-1390
N/A
(Former name or former address, if changed since last report)
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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 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Fiscal 2005 Annual Incentive Compensation
On August 26, 2005, the Compensation and Stock Option Committee (the
"Committee") of Sysco Corporation ("SYSCO") certified satisfaction of the
performance criteria and payment of bonuses under the fiscal 2005 incentive
program which was adopted May 13, 2004 by the Committee pursuant to the 2000
Management Incentive Plan (the "2000 MIP"). Bonuses under the fiscal 2005
incentive program to the Named Executive Officers, as defined below, will be
paid as soon as practicable.
On August 9, 2005, the Committee determined that the performance of Mr.
Schnieders, SYSCO's Chairman of the Board, Chief Executive Officer and
President, exceeded expectations based on its annual review using the criteria
set forth in the Supplemental Performance-Based Bonus Plan (the "Supplemental
Plan") and the agreement entered into February 22, 2005 thereunder. The
Committee also determined that, as a result, Mr. Schnieders would be entitled to
a Supplemental Bonus (as defined in the Supplemental Plan) equal to 18% of any
base bonus earned for fiscal 2005 as calculated pursuant to the 2000 MIP.
The amounts paid under the 2000 MIP and the Supplemental Plan to the executive
officers who will be named in the Summary Compensation Table in the proxy
statement for SYSCO's annual meeting of stockholders to be held November 11,
2005 (the "Named Executive Officers") are set forth below:
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TOTAL RESTRICTED SHARES AWARDED (2)
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AGGREGATE VALUE
TOTAL CASH AWARDED BASED ON CLOSING
NAME AND TITLE (1),(2) NUMBER OF SHARES PRICE AT 07/01/05
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Richard J. Schnieders $1,758,335 (3) 34,080 $1,235,400
Chairman of the Board, Chief Executive Officer
and President
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Thomas E. Lankford (4) 991,213 24,343 882,434
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John K. Stubblefield, Jr. 753,311 18,501 670,661
Executive Vice President, Finance and Chief
Financial Officer
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Larry J. Accardi 713,672 17,527 635,354
Executive Vice President, Contract Sales; and
President, Specialty Distribution Companies
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Kenneth F. Spitler 713,672 17,527 635,354
Executive Vice President; and President of
North American Foodservice Operations
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(1) Excludes matching amounts credited to participant accounts under the
Company's Executive Deferred Compensation Plan ("EDCP") with respect to any
amounts of a MIP bonus that were deferred. Executive Deferred Compensation
Plan matches for the named individuals were as follows: Mr. Schnieders,
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$205,905; Mr. Lankford, $147,075; Mr. Stubblefield, $111,777; Mr. Accardi,
$105,894; and Mr. Spitler, $105,894. All such deferrals are subject to the
terms of the Second Amended and Restated Executive Deferred Compensation
Plan, as amended. The Second Amended and Restated Executive Deferred
Compensation Plan and the First Amendment thereto are filed as Exhibits
10(cc) and 10(dd), respectively, to the Company's Form 10-K for the year
ended June 29, 2002. The Second Amendment thereto is filed as Exhibit
10(gg) to the Company's 10-K for the year ended July 3, 2004.
(2) The Total Cash Awarded and Total Restricted Shares Awarded columns above
include all cash and shares distributed, respectively, pursuant to awards
made with respect to the 2005 fiscal year, including all company matches
and accompanying payments.
(3) Includes $370,629 to be paid under the Supplemental Plan.
(4) Thomas E. Lankford resigned as President and Chief Operating Officer
effective July 2, 2005.
Neither Mr. Schnieders nor the other officers named above have any material
relationship with SYSCO or its affiliates except in respect of their current and
past employment relationships, Messrs. Schnieders' and Stubblefield's positions
as director, Mr. Lankford's position as a former director, ownership of SYSCO
securities, and as otherwise disclosed in SYSCO's most recently filed proxy
statement and subsequent periodic reports filed with the Securities and Exchange
Commission.
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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.
SYSCO CORPORATION
Date: September 1, 2005 By: /s/ Michael C. Nichols
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Michael C. Nichols
Vice President, General Counsel
and Corporate Secretary
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