0000096021FALSE8-K11/03/2600000960212026-11-032026-11-03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2026
_______________________
Sysco Corporation
(Exact name of registrant as specified in its charter)
_________________________
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| Delaware | 1-06544 | 74-1648137 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1390 Enclave Parkway, Houston, TX 77077-2099
(Address of principal executive offices) (zip code)
Registrant’s 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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $1.00 Par Value | SYY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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| ITEM 2.02. | Results of Operations and Financial Condition. |
On November 3, 2026, Sysco Corporation (“Sysco”) issued a press release announcing its results of operations and financial condition for its first quarter of fiscal year 2027, which ended on September 26, 2026. Sysco hereby incorporates by reference herein the information set forth in its press release dated November 3, 2026 (the “Press Release”), a copy of which is attached hereto as Exhibit 99.1.
Except for the historical information contained in this report, the statements made by Sysco are forward looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Sysco’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. Forward-looking statements in the Press Release are subject to certain risks and uncertainties described in the Press Release. For further information on other risk factors, please refer to the “Risk Factors” contained in Sysco’s Annual Report on Form 10-K for the fiscal year ended June 27, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2026 (“Annual Report”), and subsequent reports filed with the SEC.
The information in this Item 2.02 is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this report, including the Press Release attached hereto as Exhibit 99.1, will not be incorporated by reference into any registration statement filed by Sysco under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 30, 2026, the Board of Directors (the “Board”) of Sysco appointed Mr. Brandon E. Sewell, Interim Chief Financial Officer of the Company, as Executive Vice President, Chief Financial Officer, effective November 1, 2026.
Mr. Sewell has served as the Company’s Interim Chief Financial Officer since March 6, 2026, as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “Prior Form 8-K”). The information required by Items 401(b), (d), and (e) of Regulation S-K regarding Mr. Sewell was previously reported under “Part I, Item 1. Information about our Executive Officers” in the Company’s Annual Report, and such information is incorporated herein by reference. Mr. Sewell is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
In connection with Mr. Sewell’s appointment as Executive Vice President and Chief Financial Officer, on November 1, 2026, the Compensation and Leadership Development Committee (the “Committee”) of the Board approved the following elements of Mr. Sewell’s compensation, effective November 1, 2026: (i) an annual base salary of $775,000; (ii) a target annual incentive opportunity under the Company’s annual incentive program equal to 125% of his annual base salary; (iii) a target long term incentive (“LTI”) award under the Company’s long-term incentive plan equal to 350% of his annual base salary; (iv) a one-time restricted stock unit with a target grant date value of $500,000 upon completion of Mr. Sewell’s interim role; and (v) a one-time supplemental LTI award for fiscal year 2027 consisting of performance stock units and restricted stock units with an aggregate target grant-date value of $1,000,000 (which is supplemental to, and not in lieu of, previous LTI awards granted during 2027).
Except as described in this Item 5.02, Mr. Sewell’s compensation and other employment arrangements remain unchanged as disclosed in the Prior Form 8-K and the Company’s Annual Report.
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| ITEM 7.01 | Regulation FD Disclosure. |
On November 3, 2026, the Company issued a press release announcing the appointment of Mr. Sewell as Executive Vice President, Chief Financial Officer as described in Item 5.02 of this Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 is being furnished, not filed, pursuant to Item 7.01 of Form 8-K.
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| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number | Description |
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| 99.1 | |
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| 99.2 | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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
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Date: November 3, 2026 | By: | /s/ Andrew Wurdack |
| | Andrew Wurdack |
| | Vice President, Securities and Corporate Governance & Assistant Secretary |
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