Sysco Hits Record $81.4B Revenue, Boosts Dividend for 56th Year

Ticker: SYY · Form: DEF 14A · Filed: 2025-10-02T00:00:00.000Z

Sentiment: bullish

Topics: Foodservice Distribution, Dividend Aristocrat, Executive Compensation, Corporate Governance, Shareholder Value, Supply Chain, Sustainability

Related Tickers: SYY

TL;DR

**SYY is a rock-solid dividend aristocrat with strong operational momentum and strategic initiatives poised to accelerate market share gains; buy the dip.**

AI Summary

Sysco Corporation (SYY) reported robust financial performance for fiscal year 2025, achieving a record $81.4 billion in revenue, a 3.2% increase year-over-year. The company delivered $3.1 billion in operating income and $3.5 billion in adjusted operating income, alongside $3.73 in EPS and $4.46 in adjusted EPS. Sysco returned approximately $2.3 billion to shareholders through share repurchases and dividends, and anticipates a 6-cent per share dividend increase for fiscal year 2026, marking its 56th consecutive year of dividend growth. Operational improvements included strengthened supply chain performance and the International division's seventh consecutive quarter of double-digit operating income growth. The company is driving fiscal year 2026 momentum with strategic initiatives like Perks 2.0, AI360, Price Agility, Sysco Your Way, and Total Team Selling, aiming to accelerate profitable market share gains in the $370 billion Food Away from Home industry, where it has grown market share for four consecutive years.

Why It Matters

Sysco's strong fiscal year 2025 performance, marked by record revenue and consistent dividend growth, signals stability and strategic execution in the competitive foodservice distribution market. For investors, the 56th year of dividend increases reinforces its Dividend Aristocrat status, appealing to income-focused portfolios. Employees benefit from a company demonstrating improved retention and a high 79% engagement rate, suggesting a positive work environment. Customers can expect enhanced service levels and cost savings initiatives, while the broader market sees a dominant player continuing to gain market share in the $370 billion Food Away from Home industry, potentially pressuring smaller competitors.

Risk Assessment

Risk Level: low — Sysco's risk level is low due to its consistent financial performance, including a 3.2% revenue increase to $81.4 billion in FY25 and 56 consecutive years of dividend growth. The company's strong capital allocation priorities and market share gains in the $370 billion Food Away from Home industry demonstrate resilience and strategic effectiveness.

Analyst Insight

Investors should consider Sysco (SYY) a stable long-term holding, particularly for income-focused portfolios, given its Dividend Aristocrat status and projected 6-cent per share dividend increase for FY26. The company's strategic initiatives and consistent market share growth suggest continued profitability, making it a compelling investment for those seeking reliable returns in the foodservice sector.

Financial Highlights

revenue
$81.4B
eps
$3.73
revenue Growth
+3.2%

Executive Compensation

NameTitleTotal Compensation
Kevin P. HouricanPresident and Chief Executive Officer$11,734,000
Aaron E. WeitmanExecutive Vice President, Chief Financial Officer$4,400,000
Marie S. PollardExecutive Vice President, Chief Operating Officer$4,300,000
Neil R. RussellExecutive Vice President, Chief People Officer$3,900,000
Bradford L. JohnsonExecutive Vice President, Chief Supply Chain Officer$3,900,000

Key Numbers

Key Players & Entities

FAQ

What were Sysco's key financial achievements in fiscal year 2025?

Sysco Corporation achieved a record $81.4 billion in revenue for fiscal year 2025, marking a 3.2% increase year-over-year. The company also reported $3.1 billion in operating income, $3.5 billion in adjusted operating income, $3.73 in EPS, and $4.46 in adjusted EPS.

How is Sysco returning value to its shareholders?

Sysco returned approximately $2.3 billion to shareholders in fiscal year 2025 through share repurchases and dividends. The company also expects to deliver a 6-cent per share dividend increase in fiscal year 2026, marking its 56th consecutive year of dividend growth.

What strategic initiatives is Sysco implementing for fiscal year 2026?

Sysco is entering fiscal year 2026 with confidence, driven by five key strategic enablers: Perks 2.0, AI360, Price Agility, Sysco Your Way, and Total Team Selling. These initiatives are designed to deepen customer engagement, enhance sales consultant effectiveness, and drive profitable growth.

What is Sysco's stance on executive compensation and shareholder alignment?

Sysco's executive compensation programs are structured to link a significant portion of total compensation to company-wide and individual performance, with a primary focus on long-term equity awards. Executives are subject to minimum stock ownership requirements, prohibited from hedging or pledging activities, and governed by a robust clawback policy to ensure accountability and alignment with stockholder interests.

How has Sysco's Board of Directors been refreshed?

Over the past five years, Sysco has thoughtfully refreshed its Board of Directors by welcoming five new members. This refreshment has enhanced industry insight, strategic depth, and diversity of both background and thought, positioning the company to navigate complexity and foster innovation.

What are Sysco's sustainability achievements in the past fiscal year?

Sysco increased volunteer hours by nearly 50% to over 25,000, achieved an 18% reduction in total recordable injuries, and launched a new virtual power purchase agreement (VPPA) in Oklahoma for a 250 MW solar project. They also saw their One Planet. One Table. product assortment grow faster than conventional assortments.

What is the shareholder proposal regarding the Board Chair and CEO roles?

A stockholder proposal requests that Sysco adopt a policy requiring the Board Chair and CEO roles to be separate positions held by different people. The Board of Directors recommends a vote AGAINST this proposal.

When and where will Sysco's 2025 Annual Meeting of Stockholders be held?

Sysco's 2025 Annual Meeting of Stockholders will be held virtually on Friday, November 14, 2025, at 9:00 a.m. (Central) at virtualshareholdermeeting.com/SYY2025. Stockholders of record as of September 17, 2025, are entitled to vote.

What is Sysco's market share performance in the Food Away from Home industry?

Sysco has grown its market share in the $370 billion Food Away from Home industry for four consecutive years. The company expects its ability to continue gaining share profitably to accelerate in the years ahead, driven by improved sales colleague retention and focused initiatives.

What is Sysco's approach to risk oversight?

Sysco's Board of Directors ensures sound governance, strategic clarity, and lasting value creation, including strong capabilities in risk oversight. The Board's diverse skills, including executive leadership, financial expertise, global operations, and cybersecurity, position it to effectively guide the company in a dynamic and evolving marketplace.

Risk Factors

Industry Context

Sysco operates in the highly competitive Food Away from Home industry, a market valued at approximately $370 billion. The company has been successfully growing its market share for four consecutive years. Key strategic initiatives like Perks 2.0, AI360, and Sysco Your Way are designed to accelerate profitable growth and enhance customer engagement in this dynamic landscape.

Regulatory Implications

Sysco faces significant regulatory scrutiny related to food safety standards and distribution practices. Compliance with evolving food safety regulations (e.g., FSMA) and labor laws is critical to avoid penalties, recalls, and reputational damage. The company's robust supply chain and quality control measures are essential for navigating these regulatory requirements.

What Investors Should Do

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Glossary

DEF 14A
A proxy statement filed by a public company with the U.S. Securities and Exchange Commission (SEC) when seeking shareholder approval for certain corporate actions, such as director elections or executive compensation plans. (This document provides detailed information about Sysco's governance, executive compensation, and other matters put before shareholders for a vote.)
CLD Committee
Compensation and Leadership Development Committee, a committee of the Board of Directors responsible for overseeing executive compensation and leadership development programs. (This committee designs and recommends executive compensation plans, ensuring alignment with company performance and shareholder interests.)
NEOs
Named Executive Officers, the top executive officers of a company whose compensation is disclosed in detail in SEC filings. (Sysco's executive compensation discussion focuses on the pay packages for its NEOs.)
LTIP
Long-Term Incentive Plan, a type of executive compensation that rewards executives based on achieving long-term performance goals, often tied to stock price appreciation. (A significant portion of Sysco's executive pay is linked to LTIP awards, emphasizing long-term strategic objectives.)
PSUs
Performance Share Units, a form of equity compensation where the number of shares ultimately awarded depends on the achievement of specific performance metrics. (PSUs are used by Sysco to align executive pay with company performance and shareholder returns.)
RSUs
Restricted Stock Units, a form of equity compensation that grants employees shares of stock after a vesting period or upon meeting certain conditions. (RSUs are part of Sysco's executive compensation strategy, providing long-term incentives.)
Rule 10b5-1 trading plans
Pre-arranged plans for buying or selling company stock that allow insiders to trade shares during blackout periods, provided the plan is established when they do not possess material non-public information. (Sysco requires its executive officers to use these plans for all stock transactions to ensure compliance and prevent insider trading concerns.)
Clawback policy
A policy that allows a company to recover compensation previously paid to executives if certain conditions are met, such as a financial restatement or misconduct. (Sysco has a robust clawback policy to recover incentive-based compensation in cases of financial restatements or misconduct, reinforcing accountability.)

Year-Over-Year Comparison

The provided DEF 14A focuses on executive compensation and governance for the fiscal year ending September 17, 2025. While it references the company's strong financial performance, including record revenue of $81.4 billion and adjusted EPS of $4.46, a direct comparison of key financial metrics like revenue growth, margin changes, or specific new risks against the prior year's filing is not possible with the information presented here. The document highlights ongoing strategic initiatives and a commitment to shareholder returns, suggesting a continuation of positive trends.

Filing Stats: 4,329 words · 17 min read · ~14 pages · Grade level 14.8 · Accepted 2025-10-02 17:01:50

Key Financial Figures

Filing Documents

Election of Directors

Item 1 Election of Directors 7

Advisory Vote to Approve Executive Compensation

Item 2 Advisory Vote to Approve Executive Compensation 9

Ratification of the Appointment of Independent

Item 3 Ratification of the Appointment of Independent Registered Public Accounting Firm 10

Stockholder Proposal

Item 4 Stockholder Proposal 10 BOARD OF DIRECTORS MATTERS 11

ELECTION OF DIRECTORS

ITEM 1 ELECTION OF DIRECTORS 11 Election of Directors 11 Nominees for Election as Directors at the Annual Meeting 14 Required Vote 20 Board Refreshment 20 Director Independence 21 CORPORATE GOVERNANCE 22 Board Leadership Structure 22 Board Committees 23 Board Meetings 25 Annual Board and Committee Self-Evaluations 26 Management Development and Succession Planning 26 Risk Oversight 27 OTHER GOVERNANCE MATTERS 28 Corporate Governance Matters 28 Global Code of Conduct 28 Certain Relationships and Related Person Transactions 29 DIRECTOR COMPENSATION 30 Overview of Non-Employee Director Compensation 30 Directors Deferred Compensation Plan 31 Equity-Based Awards to Non-Employee Directors 31 Stock Ownership Guidelines 32 Fiscal Year 2025 Director Compensation 32

ADVISORY VOTE TO APPROVE

ITEM 2 ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 Required Vote 34 A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE 35 COMPENSATION DISCUSSION AND ANALYSIS 36 Executive Summary 36 How Executive Pay is Established 37 What We Paid 39 Fiscal Year 2026 Executive Compensation 44 Stock-Related Policies 44

Executive Compensation Governance and

Executive Compensation Governance and Other Information 46 Report of the Compensation and Leadership Development Committee 49

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 50 Summary Compensation Table 50 Grants of Plan-Based Awards 52 Outstanding Equity Awards at Year-End 53 Option Exercises and Stock Vested 55 Nonqualified Deferred Compensation 56 Pension Benefits 57 CEO Pay Ratio 57 Pay Versus Performance 58 Equity Compensation Plan Information 61 Quantification of Termination/Change in Control Payments 62 REPORT OF THE AUDIT COMMITTEE 66 FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 67 Pre-Approval Policy 67

RATIFICATION OF THE APPOINTMENT

ITEM 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 68 Required Vote 68

STOCKHOLDER PROPOSAL

ITEM 4 STOCKHOLDER PROPOSAL 69 Board of Directors' Statement in Opposition of the Proposal 71 Required Vote 72 STOCKHOLDER PROPOSALS 73 Presenting Business or Nominating Directors for Election 73 Meeting Date Changes 73 STOCK OWNERSHIP 74

Security Ownership of Officers and Directors

Security Ownership of Officers and Directors 74

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 75 Delinquent Section 16(a) Reports 75 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 76 ANNEX I - NON-GAAP RECONCILIATIONS 80 1 This paragraph contains non-GAAP financial measures, which are denoted as "adjusted." See Annex I below, pages 80 through 84 , for a reconciliation of these non- GAAP measures to the corresponding GAAP results and an explanation of the adjustments that we have made in order to calculate these adjusted measures. 2 SYSCO CORPORATION // 2025 Proxy Statement LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR Kevin Hourican Chair of the Board and Chief Executive Officer Larry Glasscock Lead Independent Director Dear Sysco Stockholder, On behalf of Sysco's Board of Directors, we are pleased to invite you to participate in our 2025 Annual Meeting of Stockholders, which will be held virtually on November 14, 2025, at 9:00 a.m. (Central). The accompanying Proxy Statement includes important information about the business to be conducted at the meeting and instructions for voting your shares. We encourage you to review the materials and cast your vote to ensure your voice is heard. Driving Performance and Creating Shareholder Value 1 Fiscal year 2025 highlighted our commitment to strategic growth and meaningful, impactful progress. Sysco delivered $81.4 billion in revenue, a 3.2% increase year-over-year, and marking our highest annual revenue to date. We achieved $3.1 billion in operating income and $3.5 billion in adjusted operating income, as well as $3.73 in EPS and $4.46 in adjusted EPS. Our adjusted results, demonstrated solid, sustained growth. We also returned approximately $2.3 billion to shareholders through share repurchases and dividends , underscoring our commitment to shareholder value. Operationally, we strengthened the performance of our supply chain, increasing the service levels we provide to our customers. Our me

Forward-Looking Statements

Forward-Looking Statements: Certain statements made herein are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements that express management's expectations or beliefs regarding the future. These statements involve risks and uncertainties and are based on management's current expectations and estimates; actual results may differ materially. For a discussion of the risks, uncertainties and other factors that could cause actual results to differ materially from the forward-looking statements expressed herein, see the C ompany's Annual Report on Form 10-K for the year ended June 28, 2025, as filed with the SEC, and the Company's subsequent filings with the SEC (www.sec.gov), and also available on the Company's website at investors.sysco.com. Sysco does not undertake to update its forward-looking statements, except as required by applicable law. * See Annex I - Non-GAAP reconciliations 6 SYSCO CORPORATION // 2025 Proxy Statement BUSINESS HIGHLIGHTS Sustainability Highlights Sysco is committed to caring for people, sourcing products responsibly, and protecting the planet. Program highlights from the last fiscal year include: PEOPLE Volunteer hours increased nearly 50% from prior year during Sysco's Global Purpose Month in November to more than 25,000 hours involving more than 5,000 employees, 190 sites and 1,200 charities. Sysco's Environmental Health and Safety ("EHS") team is helping to ensure that each colleague gets home safely every day and has launched a highly successful safety campaign "safety is our main ingredient" . Their efforts have helped Sysco achieve an average 18% reduction in total recordable injuries in FY25 from FY24, while also achieving a double-digit percentage decrease in lost time injury rates over the same period. Sysco continues to foster a high-performance culture, as reflected in our 79% employee engagement rate and record 92% participation in our annual Sysc

Election of Directors

Item 1 Election of Directors Name Age Director Since Independent Other Company Boards Committee Memberships (1) Kevin P. Hourican (3) Chair of the Board and Chief Executive Officer, Sysco Corporation 52 February 2020 NO 1 Roberto Marques Former Director, Executive Chairman and CEO of Natura & Co. Holdings SA 60 August 2024 YES 2 Alison Kenney Paul Managing Director, Global Alliances Google, Inc. 67 January 2022 YES 0 Sheila G. Talton President and Chief Executive Officer of Gray Matter Analytics 72 September 2017 YES 2 (1) Full committee names are as follows: Audit Executive Sustainability Chair Compensation & Leadership Development Corporate Governance & Nominating Technology (2) Mr. Glasscock currently serves as Lead Independent Director. For more details, see page 16 (3) Mr. Hourican currently serves as the Chair of the Board. For more details, see page 18 . Director Nominee Tenure, Independence and Representation TENURE n 6 years n 7-10 years n 10+ years INDEPENDENCE n Independent n Non-Independent REPRESENTATION n Female and Racial/ Ethnic Minorities n Non-Diverse SYSCO CORPORATION // 2025 Proxy Statement 9 PROXY STATEMENT SUMMARY

Advisory Vote to Approve Executive Compensation

Item 2 Advisory Vote to Approve Executive Compensation Governance Profile Board Composition Lead Independent Director 15-year limit on director tenure Annual Board and committee self-evaluations Periodic 360-degree individual director performance evaluations Annual election of all directors Limits to additional public company boards on which a non-employee director and employee director can sit Regular Executive Sessions of Independent Directors Members of the Audit Committee may not serve on more than two other public company audit committees Corporate Governance Proxy access Stockholder right to call a special meeting Stock ownership requirements for all directors and executives Single class of voting stock Regular engagement with stockholders Majority voting standard Item 2 Advisory Vote to Approve

Executive Compensation

Executive Compensation The Board recommends a vote FOR this proposal. See Page 34 The Compensation and Leadership Development Committee (the "CLD Committee") believes in structuring executive compensation programs to drive performance while balancing risk and reward with the interests of our stockholders. A significant portion of our executive compensation programs are "variable" and linked directly to our performance, with a primary focus on long- term equity awards that are closely tied to stockholder returns and the achievement of strategic long-term business objectives. Our

executive compensation programs are reviewed annually and changes made as a result of stockholder feedback,

executive compensation programs are reviewed annually and changes made as a result of stockholder feedback, recommendations by our independent compensation consultant and the experienced judgment of our CLD Committee. To reinforce accountability and alignment with stockholder interests, our executives are subject to minimum stock ownership requirements and are strictly prohibited from engaging in hedging or pledging activities involving our Common Stock. Also, to uphold transparency and integrity, executive compensation is governed by a robust clawback policy, enabling the recovery of specific compensation in the event of a restatement of financial results that impacts incentive-based compensation previously paid or instances of certain misconduct by an executive officer. 10 SYSCO CORPORATION // 2025 Proxy Statement PROXY STATEMENT SUMMARY

Ratification of the Appointment of Independent Registered Public Accounting Firm

Item 3 Ratification of the Appointment of Independent Registered Public Accounting Firm What We Do What We Don't Do Pay for performance – Link a significant percentage of total compensation to company-wide and individual performance. Annual "Say on Pay" – Seek an advisory vote from stockholders on our

executive compensation programs on annual basis

executive compensation programs on annual basis. Independent compensation consultant – Select and engage an independent compensation consultant to advise on our executive compensation programs. Risk assessment – Perform an annual risk assessment of our executive compensation programs to identify practices that may encourage employees to take unnecessary or excessive risk. Clawback policies – Recover erroneously awarded incentive-based compensation to named executive officers ("NEOs") following a financial restatement or for NEOs who engage in misconduct that results in either material financial or reputational harm to Sysco. Double trigger change-in-control – Include a double-trigger that requires both a change in control and an involuntary termination within 24 months for accelerated vesting of Long-Term Incentive Plan ("LTIP") awards. Robust stock ownership guidelines – Require stock ownership equal to 7x base salary for CEO, 4x base salary for executive vice presidents, 2x base salary for senior vice presidents and 5x annual cash retainer for our directors. Limited trading windows – Require our executive officers to conduct all transactions in shares of Sysco Common Stock through pre-approved Rule 10b5-1 trading plans. No repricing or exchange of underwater stock options without stockholder approval. No excise tax gross ups upon a change in control. No unearned dividends paid. Pay dividend equivalents on our Performance Share Units ("PSUs") and Restricted Stock Units ("RSUs") only if and when the underlying awards are earned and delivered. No excessive perquisites. No stock hedging or pledging by our NEOs, directors, or other specified "insiders." Item 3 Ratification of the Appointment of Independent Registered Public Accounting Firm The Board recommends a vote FOR this proposal. See Page 68 The Audit Committee of the Board has appointed Ernst & Young LLP ("Ernst & Young") as Sysco's independent reg

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