UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SYSCO CORPORATION

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Table of Contents

LETTER FROM OUR CEO AND EXECUTIVE CHAIRMAN

Dear Sysco Stockholder,

This pastSysco’s fiscal year 2021 was one of the most dynamic years in our history. Throughout, Sysco maintained and sharpened our customer-centric business focus. Our actions focused on the immediate needs of helping our customers survive, and ultimately, succeed throughout the crisis. We also planned for the future by strengthening our leadership team and accelerating transformation across all facets of our business.

The good news is that, as we exited fiscal 2021, our business has been historic foron a strong upswing. The food-away-from-home industry is recovering faster and stronger than most industry experts had predicted. Sysco on many levels. Fiscal 2020 markedprepared and executed thoughtful plans to increase inventory and staffing levels in advance of the Company’s 50^th anniversary, we made a number of key hires in our executive ranks to continue driving our strategy, andvolume recovery we are managing through what can easily be described as the biggest crisis our industry has faced in modern times. Amidst the many changes, opportunities and challenges of this year, it is the Company’s proud, successful history, our commitment to sound corporate governance,now experiencing. As importantly, we introduced a new purpose platform, and a foundation strongly rootedcompelling new growth strategy called our “Recipe For Growth”. Sysco is positioned for success in the passioncoming years given our financial strength, our robust supply chain, and commitment ofa compelling new strategy that will differentiate our global associates that enables us to rise upofferings and service in the face of adversity and emerge as a stronger company.marketplace. Customers are taking notice, demonstrated by Sysco winning substantial new business in the national sales segment during the year.

Our Strategy and Performance in Fiscal 20202021¹

TheSysco’s total sales were more than $51 billion in fiscal 2021, reflecting continued impact from COVID-related restrictions placed upon our customers that reduced demand for our products and services. We recorded a gross profit decrease of 5.5% to $9.4 billion. Operating income increased 91.8% to $1.4 billion, and adjusted operating income decreased 14.7% to $1.5 billion. We delivered earnings per share of $1.02, and adjusted earnings per share of $1.44. Through strong expense management and a disciplined approach to capital allocation, in fiscal 2021 our free cash flow increased to $1.5 billion, we reduced debt by $3.4 billion and we returned nearly $1 billion to our shareholders through our quarterly dividend.

While the impact of the COVID-19 crisis on our FY20 outcomes has been morefiscal 2021 results continued to be substantial, than any other event throughout the Company’s history. Through concerted action, our team swiftly put into place a thorough four-part plan to address the current environment and position Sysco for future success: creating new sources of revenue, implementing immediate cost controls, strengthening our liquidity, and accelerating the strategic initiatives that will enhance our successbusiness performance accelerated in the post-COVID world. Executing on these measures quicklyfourth quarter, with sales exceeding 2019 volume levels. We are confident that this signifies a positive outlook for the long-term health of our industry. We are pleased with this progress; however, the pandemic has also fueled labor and effectively has enabled ussupply shortages. In response, our merchandising team is working closely with current and new suppliers to stabilizeincrease product availability. In addition, we have aggressively expanded our hiring efforts across our business the business,growth and demand we are highly confident inseeing from our plancustomers. Sysco is consistently performing better than the industry on a national level with regard to continue navigating beyond the current crisis.

The COVID-19 crisis significantly impacted Sysco’s FY20 financial results; its impact has been more substantial than any other event throughout the company’s history.

Sysco sales were $52.9 billion in Fiscal 2020, a decrease of $7.2 billion versus the prior year. Volumeservice levels, and sales softness as a result, of the pandemic drove a gross profit decrease of 13% to $9.9 billion. Operating expense increased 1% and adjusted operating expense decreased 6%, which resulted in an operating income decrease of 68% to $750 million and an adjusted operating income decrease of 37% to $1.7 billion. Despite these declines, we remain a profitable company. We delivered earnings per share of $0.42, and adjusted earnings per share of $2.01, while returning more than $1.7 billion in value to shareholders through dividends and share buybacks.are winning new business.

Sysco’s TransformationRecipe for Long-Term, Profitable Growth Strategy

Looking ahead, weAt our Investor Day in May 2021, Sysco announced its new strategy, our Recipe for Growth, which is designed to help the company grow 1.5 times faster than the market by the end of fiscal 2024 through five strategic pillars:

DIGITAL

Enrich the customer experience through personalized digital tools that simplify and enhance the purchase experience and introduce innovation to our customers

PRODUCTS AND SOLUTIONS

Customer-focused marketing and merchandising solutions that inspire increased sales of our broad assortment of fair priced products and services

SUPPLY CHAIN

Efficiently and consistently serve customers with the products they need, when and how they need them, through a flexible delivery framework

CUSTOMER TEAMS

Our greatest strength is our people. People who are accelerating our strategic transformation as we continue into Fiscal 2021. We have a strong plan in place, which includes several key areas of focus that will enable uspassionate about food and food service. Our diverse team delivers expertise and differentiated services designed to deliver on our commitments and drive the results needed to positionhelp our customers and Sysco, for success. Our transformative change will be driven by the following key areas:grow their business

FUTURE HORIZON

We are committed to responsible growth. We will cultivate new channels, new segments, and new capabilities while being stewards of our company and our planet. We will fund our journey through cost-out and efficiency improvements

These priorities will keephelp Sysco become more customer centric, more agile, and a more growth-oriented company. Through this work we will substantially build our team focused on delivering the capabilities, needed to accelerategrow our progressmarket share and succeed in the marketplace and position us to be a strongerfurther differentiate Sysco for the future.

Board Leadership

At Sysco, we continuously strive for the most effective Board and leadership structure to overseefrom our strategy, promote the Company’s performance, drive meaningful operating improvements, and represent the long-term interests of Sysco’s stockholders. As a result of the Board’s continual assessment, and as part of our thoughtful succession process, at this Annual Meeting, our Board will be transitioning to an independent, non-executive Chairman structure. You will find detailed information about our Board leadership structure on page 12.competition.

SYSCO CORPORATION  -  20202021 Proxy Statement    4

Purpose

Sysco also unveiled our new Purpose statement dedicated to Connecting the World to Share Food and Care for One Another. At the core of the company’s strategy, our Purpose unifies all our associates around a common goal that guides the company’s actions, and the impact Sysco makes in the world every day. For further discussion of our new Purpose Statement, see our website at www.sysco.com in the “About” section under “Our Purpose”.

Sysco’s Ongoing Commitment to Corporate Social Responsibility

Our Board is actively engaged in overseeing Sysco’s Corporate Social Responsibility (CSR) efforts, manifested in our objective of Delivering a Better Tomorrow and three-pillar commitment to People, Products and Planet. By caring for our people, responsibly sourcing our products and working to protect the planet, we continueSysco continues to make considerablesubstantial progress toward achieving theour 2025 CSR goals that we established two years ago.goals. Since the start of the pandemic, Sysco haswe have donated more than 3050 million meals to support the communities we serve when they needed it the most. We recently announced our Global Good Goal to donate $500 million worth of goods and services across our global communities by 2025. We continue to advance diversity, equity and inclusion at Sysco, and as part of our community response strategy, andongoing efforts to improve in these areas, we hired our first-ever Chief Diversity Officer. Our diversity improvement efforts are proud to partner with organizations like Feeding America, Second Harvest and many other charitable organizations to ensure much-needed food is getting to those in greatest need. In addition to meal donations, we continue to place substantial focus on diversity and inclusivenessaimed at ensuring everyone has a seat at the table at Sysco, and have specific initiatives in progress to drive further improvements. We recognize that a conscientious approach to environmental stewardship, community responsibilityour company better reflects the communities and human capital management is crucial to building a sustainable business and protecting long-term value.customers we serve.

On behalf of our Board of Directors and all our Sysco associates, thank you for your continued supporttrust and trustsupport in Sysco.

Kevin Hourican, President and Chief Executive Officer		Ed Shirley, Executive Chairman

SYSCO CORPORATION  -  20202021 Proxy Statement    5

1390 Enclave Parkway

Houston, Texas 77077-2099

November 20, 202019, 2021

10:00 a.m. (Central Time)

The Annual Meeting of Stockholders of Sysco Corporation, a Delaware corporation, will be held on Friday, November 20, 2020,19, 2021, at 10:00 a.m. (Central Time). Due to the continuing public health concerns regarding the novel coronavirus disease (“COVID-19”) pandemic, we are holding the Annual Meeting in a virtual-only meeting format to support the health and well-being of our stockholders and our employees. You will not be able to attend the Annual Meeting at a physical location. We believe this format will provide you a consistent experience and allow your participation in the Annual Meeting regardless of your location. You will be able to submit questions during the meeting using online tools, providing you with the opportunity for meaningful engagement with the Company. For more information about the virtual-only meeting format, please see Question 5, “How do I attend the Annual Meeting?” on page 8599 of the accompanying proxy statement.

During the Annual Meeting, you will be asked to:

The record date for the Annual Meeting is September 21, 2020.20, 2021. Only stockholders of record of the Company’s common stock (“Common Stock”) at the close of business on the record date will be entitled to receive notice of and to vote during the Annual Meeting or any adjournment or postponement thereof.

SYSCO CORPORATION  -  20202021 Proxy Statement    7

For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the proxy statement, on your enclosed proxy card. To cast your vote during the Annual Meeting, you will need to enter the 16-digit control number found on the notice or proxy card, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/SYY2020SYY2021. You may inspect a list of stockholders of record at the Company’s headquarters during regular business hours within the 10-day period before the Annual Meeting or during the Annual Meeting when you log in at virtualshareholdermeeting.com/SYY2020SYY2021.

Dated and first mailed to stockholders on or about October 7, 20206, 2021

Houston, Texas

By Order of the Board of Directors

Eve M. McFadden

Senior Vice President, Legal, General Counsel

and Corporate Secretary

SYSCO CORPORATION  -  20202021 Proxy Statement    8

PROXY STATEMENT SUMMARY

This summary highlights information contained below in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references (“XX”) are supplied to help you find further information in this proxy statement.

PROPOSAL 1 Election of Directors			Your Board of Directors recommends that you vote “FOR” the election of each of the ten nominees
			See Page 25

Name

Age

Director since

Experience

Independent

Committee Memberships(1)

Other Public Company Boards

Daniel J. Brutto

65

September 2016

Former President, UPS International and Senior Vice President, United Parcel Service, Inc.

Yes

CGN CSR* Executive

•  Illinois Tool Works Inc.

John M. Cassaday

68

November 2004

Former President, CEO and director of Corus Entertainment Inc.

Yes

CLD* CGN Executive

•  Manulife Financial Corporation •  Sleep Country Canada Holdings Inc.

Larry C. Glasscock

73

September 2010

Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc.

Yes

CLD CGN* Executive

•  Simon Property Group, Inc.

Bradley M. Halverson

61

September 2016

Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc.

Yes

Audit* CLD Executive

•  Lear Corporation

John M. Hinshaw

51

April 2018

GMD Chief Operating Officer, HSBC Group Management Services, Ltd.

Yes

Audit CLD Technology

Kevin P. Hourican

48

February 2020

President and Chief Executive Officer, Sysco Corporation

No

Executive

Hans-Joachim Koerber

75

January 2008

Former chairman and CEO of METRO Group (Germany)

Yes

Audit CSR

•  Eurocash SA

Stephanie A. Lundquist

45

November 2019

Former President, Food and Beverage of Target Corporation

Yes

CLD CSR Technology

Edward D. Shirley(2)

64

September 2016

Chairman of the Board, Sysco Corporation

Yes

CGN CSR Executive*

Sheila G. Talton

68

September 2017

President and Chief Executive Officer of Gray Matter Analytics

Yes

CGN CSR Technology*

•  Deere & Company •  OGE Energy Corp.

SYSCO CORPORATION - 2021 Proxy Statement    9

Director Nominee Highlights

Diversity of Tenure, Age and Gender

INDEPENDENT DIRECTOR TENURE		INDEPENDENT DIRECTOR AGE		INDEPENDENT DIRECTOR DIVERSITY

Director Qualifications

The Board believes that it is desirable that the following qualifications be possessed by one or more of Sysco’s Board members because of their particular relevance to the Company’s strategic priorities, and these were all considered by the Board in connection with this year’s director nomination process:

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Corporate Governance Facts

	Separate Chairman of the Board and CEO			Independent Directors Meet Regularly without Management Present
	15-Year Limit on Director Tenure			Proxy Access
	Annual Board and Committee Self-Evaluations			Stockholder Right to Call a Special Meeting
	Periodic 360-degree Individual Director Performance Evaluations of Selected Directors			Stock Ownership Goals for all Directors/Executive Officers
	90% of the Board of Directors is Independent			Single Voting Class
	Annual Election of all Directors			Regular Engagement of Stockholders
	No Director Serves on More than Four Other Boards			Majority Voting Standard

PROPOSAL 2 Advisory Vote to Approve Named Executive Officer Compensation		Your Board of Directors recommends that you vote “FOR” the advisory proposal to approve the compensation paid to Sysco’s named executive officers (“NEOs”)
		See Page 91

Executive Compensation Design

Core Principles

Transitional Approach to Fiscal 2021 Compensation Design

The COVID-19 pandemic has adversely affected numerous aspects of Sysco’s business, financial condition and results of operations, including the Company’s financial performance with respect to the performance metrics under its annual and long-term incentive awards.

This resulted in significantly lower executive compensation levels in fiscal 2020, as compared to fiscal 2019. In July 2020, at the time the CLD Committee established the executive compensation program for fiscal 2021, the troubled state of the foodservice industry and the continuing uncertainties in the Company’s business arising from the impact of the COVID-19 pandemic rendered it impracticable for the Company to establish credible financial goals. Consequently, in light of the extraordinary circumstances confronting the foodservice industry, the CLD Committee adopted a temporary, transitional approach to executive compensation for fiscal 2021, recognizing that Sysco’s historical management incentive pay practices would be inadequate for successfully navigating the uncertain market environment. Semler Brossy Consulting Group LLC, the independent compensation consultant engaged by the CLD Committee, confirmed to the CLD Committee at the time that this transitional approach was established that it was reasonable in light of the impact of the COVID-19 pandemic.

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This transitional approach included the following short- and long-term pay components:

Elements of Executive Compensation

The elements of target total direct compensation for fiscal 2021 are presented below.

Element of Compensation		Objective of Each Element
	Base Salary	Provide each NEO with a fixed compensation component that reflects his position and responsibilities and opportunities in the marketplace.
	Short-Term Incentive	Incentivize the near-term achievement of key transformational initiatives and operational metrics that supported the Company’s efforts to successfully navigate the recovery. Promote pay for performance and provide variable rewards within a competitive range of total cash compensation.
	Restricted Stock Units	New long-term incentive component for fiscal 2021 awarded in connection with transitional approach necessitated by the COVID-19 pandemic.
	Stock Options	Closely align the executives’ interests with those of our stockholders, with realized value based on post-grant share price appreciation.
	Performance Share Units	Closely align the executives’ interests with those of our stockholders, with realized value based in part on post-grant share price appreciation. Enhance performance and compensation alignment by linking payouts to the achievement of Sysco’s business transformational initiatives.

Our Executive Compensation Practices

SYSCO CORPORATION - 2021 Proxy Statement    12

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm and has specific policies in place to ensure its independence. The Audit Committee has appointed Ernst & Young LLP (“E&Y”) to serve as Sysco’s independent registered public accounting firm for fiscal 2022. E&Y has been our independent registered public accounting firm since fiscal 2002.

Fees paid to E&Y for fiscal 2021 and 2020 are detailed on page 93.

Representatives of E&Y will attend the meeting and will be available to respond to appropriate questions.

PROPOSAL 4 Stockholder Proposal, if properly presented		Your Board of Directors does not make a recommendation with respect to this stockholder proposal.
		See Page 95

Corporate Social Responsibility Highlights

Sysco is committed to caring for people, sourcing products responsibly, and protecting the planet. Highlights from the last fiscal year include:

For further discussion of Sysco’s corporate social responsibility (“CSR”) strategy and 2025 CSR Goals, see our website at www.sysco.com in the “About” section under “Corporate Social Responsibility.”

SYSCO CORPORATION - 2021 Proxy Statement    13

Sysco Corporation

1390 Enclave Parkway

Houston, Texas 77077-2099

October 7, 20206, 2021

PROXY STATEMENT

We are providing you with a Notice of Internet Availability of Proxy Materials and access to these proxy materials, which include this 20202021 Proxy Statement, the proxy card for the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) and our Annual Report on Form 10-K for fiscal 2020,2021, because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. Unless the context otherwise requires, the terms “we,” “our,” “us,” the “Company” or “Sysco,” as used in this proxy statement, refer to Sysco Corporation.

20202021 Annual Meeting of Stockholders

Only owners of shares of common stockCommon Stock as of the close of business on the Record Date are entitled to notice of, and to vote during the Annual Meeting or at any adjournments or postponements of the Annual Meeting. Each stockholder is entitled to one vote for each share owned on the Record Date on each matter presented at the Annual Meeting.

Voting Matters and Board Recommendations

Important Dates for 20212022 Annual Meeting of Stockholders (page 83)97)

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CORPORATE GOVERNANCE

We believe good corporate governance is critical to achieving business success. The Board has adopted certain documents, referred to herein as our Governance Documents, toTo provide a general framework for the management of the Company and reflect our commitment to sound governance practices, including:the Board has adopted certain documents, referred to in this proxy statement as our “Governance Documents,” which include the following:

These Governance Documents outline the functions of the Board, each of the Board’s committees, director responsibilities, and various processes and procedures designed to ensure effective and responsive governance.

The Corporate Governance Guidelines comply with the listing standards of the New York Stock Exchange (“NYSE”) and include guidelines for determining director independence and qualifications. These guidelines define qualities and characteristics utilized in evaluating ifwhether an existing Board member or candidate meets the qualifications for service as a Sysco Board member. Additionally, diversity, skills, experience and time available for service (including consideration of other board service) are all important considerations. The Corporate Governance and Nominating Committee regularly reviews the Governance Documents and recommends revisions to the Board from time to time to reflect developments in the law and corporate governance practices.

Copies of the Governance Documents can be accessed from the corporate governance section of the Company’s website at “Investors—Corporate Governance” at www.sysco.com. These documents will also be provided without charge to any stockholder upon written request to the Corporate Secretary at Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077. The information on any website referenced in this proxy statement, including www.sysco.com, is not deemed to be part of or incorporated by reference into this proxy statement.

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Governance Highlights

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Board Refreshment

Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities (see “Board of Directors Matters – Election of Directors at 20202021 Annual Meeting (Item 1) – Director Qualifications and Board Succession” below for a discussion of the key qualifications considered by the Corporate Governance and Nominating Committee in evaluating candidates). In order to promote thoughtful Board refreshment, in 2016 our Board adopted a Board refreshment plan, pursuant to which the Board has elected an additional six independent, non-employee directors to the Board.

Director Tenure Policy. In July 2016, our Board, upon the recommendation of the Corporate Governance and Nominating Committee, established our director tenure policy, which provides that no individual who, as of the date of the election to which any nomination relates, will have served as a non-employee director for 15 years will be eligible to be nominated for election or re-election to the Board. Since the adoption of this policy, the four longest-tenuredsix independent directors have retired from the Board including the former Chairman of the Board, the former Chair of the Audit Committee and the former Chair of the Corporate Social Responsibility Committee, and six new independent directors werehave been elected to the Board. Collectively, these Board refreshment efforts have significantly lowered the average tenure of our independent directors.

The dramatic impactCOVID-19 pandemic, together with the onset of the COVID-19 pandemic onrecovery in the Company and its business has significantlyfoodservice markets in selected geographies, have increased the challenges associated with management retention, asensuring that the valueCompany’s executive compensation program retains and incentivizes the Company’s highly-talented executives. Additionally, with the departure of two directors from the Board in August 2021, each of the annualCompensation and long-term incentive awards held by Sysco’s executive officers has declined significantly.Leadership Development Committee and the Corporate Governance and Nominating Committee lost one of its most tenured members. In recognition of Mr. Cassaday’s (i) valuable ongoing contribution to developing executive compensation programs that appropriately address the evolving challenges associated with COVID-19 and the emerging foodservice recovery (as an experienced, respected leader and the Chair of the Compensation and Leadership Development Committee) toand (ii) extensive institutional knowledge as an experienced, respected leader on the Board’s efforts to develop compensation programs that retainBoard and incentivize the Company’s highly-talented executives in this challenging environment, and in lightmember of the Board’s significant progress on refreshment,Corporate Governance and Nominating Committee, the Board, as recommended by the Corporate Governance and Nominating Committee, has approved an exception to the director tenure policy for Mr. Cassaday and requested

SYSCO CORPORATION - 2020 Proxy Statement12

that he stand for re-election at the Annual Meeting. Although the Board considers the current average independent director tenure of 7 years to be appropriate, it remains committed to deliberate Board refreshment and succession planning and expects any future exceptions to the tenure policy to be granted infrequently under similarly limited or unusual circumstances. See “Compensation Discussion and Analysis—Executive Summary—Business Highlights” for further discussion of the impact of the COVID-19 pandemic upon our financial results and our outstanding annual and long-term incentive awards.

Director Recruitment. Since the adoption of our Board refreshment plan in 2016, our Board has periodically engaged the services of a third-party search firm to assist with identifying and recruiting appropriate director candidates. Several director candidates have been referred by our then-current directors and identified by a third-party search firm, and our Board evaluated the skills, experience and qualifications of each candidate in the context of the Board’s composition and the Company’s strategic priorities. Following consideration of each of these candidates, and in each case upon the unanimous recommendation of our Corporate Governance and Nominating Committee, the Board electedappointed or nominated a total of six new independent, non-employee directors: Messrs. Brutto, Halverson and Shirley (in September 2016), Ms. Talton (in September 2017), Mr. Hinshaw (in April 2018) and Ms. Lundquist (in November 2019). As our incumbent directors retire from the Board from time to time, we will continue our director recruitment efforts to help ensure that the size of the Board may be maintained at an appropriate level.

SYSCO CORPORATION - 2021 Proxy Statement    17

Stockholder Engagement

Communicating with stakeholders, whether customers, suppliers, employees or stockholders, has always been an important part of how Sysco does business. Beginning in 2015, in furtherance of these efforts, we began a more formal engagement process with our stockholders regarding matters of corporate governance. This engagement process is incremental to our customary participation at industry and investment community conferences, investor road shows and analyst meetings.

At the direction of our Corporate Governance and Nominating Committee, senior leaders from the Company met with representatives at many of our top institutional stockholders to discuss Sysco’s governance practices, executive compensation, compliance programs, and other environmental, social, and governance related matters. Management reported regularly to the Board and the Corporate Governance and Nominating Committee concerning these meetings, including feedback on the concerns and issues raised by our stockholders.

Since fiscal 2016, this engagement program has been expanded to include selected directors, including Messrs. Shirley, Cassaday and Glasscock, who have participated or are expected to participate, in meetings with many of our top institutional stockholders to discuss the same governance and compensation matters described above. Insight gained from engagement discussions remains a key consideration for the Board as it continues to evaluate our corporate governance and executive compensation practices for potential refinement.

We look forward to gaining further insight from our stockholders during future engagements.

Communicating with the Board

Interested parties, including, but not limited to, our stockholders, may communicate with the Chairman of the Board, the independent Lead Director, the independent directors as a group and the other individual members of the Board by confidential web submission or by mail. All such correspondence will be delivered to the parties to whom they are addressed. The Board requests that items unrelated to the duties and responsibilities of the Board not be submitted, such as product inquiries and complaints, job inquiries, business solicitations and junk mail. You may access the form to communicate by confidential web submission in the corporate governance section of Sysco’s website under “Investors —Corporate Governance — Contact the Board” at www.sysco.com. You can contact any of our directors by mail in care of the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077.

Board Meetings and Committees

During fiscal 2020,2021, the Board held seveneight meetings, including four regular meetings and threefour special meetings, and committees of the Board held a total of 3242 meetings. Overall attendance at such meetings was approximately 96.6%98.7%. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during fiscal 2020.2021. The Board has an Audit Committee, a Compensation and Leadership Development Committee (the “CLD Committee”), a Corporate Governance and Nominating Committee (the “Governance Committee”), a Corporate Social Responsibility Committee (the “CSR Committee”), a Technology Committee, and an Executive Committee. Current copies of the written charters for the Audit Committee, the CLD Committee, the Governance Committee, the Corporate Social ResponsibilityCSR Committee, Technology Committee, and the Executive Committee are published on our website under “Investors — Corporate Governance” at www.sysco.com. The current membership and primary responsibilities of the committees are summarized in the following table.

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Annual Board Self-Evaluation

During fiscal 2020,2021, the Board conducted an annual self-evaluation to determine whether the Board and its committees functioned effectively during the prior fiscal year. The Chairman of the Board and the Chairman of the Governance Committee led a discussion of the Board’s performance in executive session.

In addition, each Board committee conducted a self-evaluation of its performance focused on the committee’s key responsibilities. As part of the evaluation process, each director completed a Boardcommittee self-evaluation questionnaire developed by the Governance Committee. The questionnaire responses were compiled and reviewed by legal counsel, which provided a summary of the responses, without attribution to any individual director, to the Chairmanchairman of the Board and the Chairman of the Governance Committee. The results of the questionnaires were subsequently discussed by the Governance Committee and presented to the full Board for review and discussion.

In addition, each Board committee conducted a similar self-evaluation of its performance focused on the committee’s key responsibilities.committee. Feedback from the committees’ self-evaluations was reviewed by the applicable committee and also presented to the full Board for review and discussion. Key learnings from these Board and committee self-evaluations play an important role in informing the Board’s approach to refreshment and succession planning.

As a direct result of the 2019 Board and committee evaluations, the Board:

Beginning in fiscal 2017, the Board’s self-evaluation process was enhanced to include periodic “360 degree” individual director performance reviews, which involve a confidential evaluation of the performance of selected directors by each of his or her fellow directors, key members of senior management and representatives of certain independent, third-party firms that routinely interact with the directors assessed. The feedback from these reviews are compiledAn independent, third-party corporate governance firm compiles and communicatedcommunicates to the directors assessed by an independent, third-party corporate governance firm.the feedback from these reviews.

Director Independence

Our Corporate Governance Guidelines require that at least a majority of our directors meet the criteria for independence that the NYSE has established for continued listing, as well as the additional criteria set forth in the Guidelines. Additionally, we require that all members of the Audit Committee, CLD Committee, and Governance Committee be independent, that all members of the Audit Committee satisfy the additional requirements of the NYSE and applicable rules promulgated under the Exchange Act, and that all members of the CLD Committee satisfy the additional requirements of the NYSE.

Under the NYSE listing standards, to consider a director to be independent, our Board must determine that he or she has no material relationship with Sysco other than as a director. The standards specify the criteria by which the Board must determine whether directors are independent and contain guidelines for directors and their immediate family members with respect to employment or affiliation with Sysco or its independent registered public accounting firm.

In addition to the NYSE’s standards for independence, our Corporate Governance Guidelines contain categorical standards that provide that the following relationships will not impair a director’s independence:

The Board has reviewed all relevant relationships between those individuals who served as a director at any time during fiscal 20202021 (and/or who are nominated for election at the Annual Meeting) and Sysco. The relationships reviewed included any described under “Certain Relationships and Related Person Transactions,” and several relationships that did not automatically make the individual non-independent under the NYSE standards or our Corporate Governance Guidelines, either because of the type of affiliation between the director and the other entity or because the amounts involved did not meet the applicable thresholds.

These additional relationships includeincluded the following, which were considered by the Board at the time of its independence determination (for purposes of this section, “Sysco,” “we,” “us” and “our” include our operating companies):

SYSCO CORPORATION - 20202021 Proxy Statement1520

After reviewing such information, the Board has determined that (i) each of Mr. Brutto, Mr. Cassaday, Mr. Frank, Mr. Glasscock, Mr. Halverson, Mr. Hinshaw, Dr. Koerber, Ms. Lundquist Mr. Peltz and Ms. Talton, (ii) Ms. Nancy Newcomb, who retired from the Board effective November 20, 2020, and (iii) each of Mr. Joshua D. Frank and Mr. Nelson Peltz, who resigned from the Board effective August 20, 2021, has no material relationship with Sysco and is independent under the NYSE standards and the categorical standards set forth in the Corporate Governance Guidelines and described above. In addition, due to the interim nature of Mr. Shirley’s service as Executive Chairman of the Board during fiscal 2021, as discussed above under “—Board Leadership Structure,” the Board has also determined that Mr. Shirley will qualifyqualifies as independent under the NYSE standards uponfollowing his appointment to non-executive Chairman of the Board effective at the Annual Meeting.in November 2020.

The Board also determined that (i) Mr. Hourican, who served as an executive officer of the Company during fiscal 2020,2021, is not independent pursuant to the NYSE independence standards due to such service, and (ii) during the time he served as a director, Mr. Bené, who also served as an executive officer until his resignation on January 10, 2020, was not independent pursuant to the NYSE independence standards due to such service as an executive officer.service.

The Board has also determined that each member of the Audit Committee, CLD Committee and Governance Committee is independent. Our Corporate Governance Guidelines also provide that no independent director who is a member of the Audit, CLD or Governance Committees may receive any compensation from Sysco, other than in his or her capacity as a non-employee director or committee member. The Board has determined that no non-employee director received any compensation from Sysco at any time since the beginning of fiscal 2020,2021, other than in his or her capacity as a non-employee director, committee member, committee chairman or Chairman of the Board.

Certain Relationships and Related Person Transactions

Related Person Transactions Policies and Procedures

The Board has adopted written policies and procedures for review and approval or ratification of transactions with related persons. We subject the following related persons to these policies: directors, director nominees, executive officers, beneficial owners of more than five percent of our stock and any immediate family members of these persons.

We follow the policies and procedures below for any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which Sysco was or is to be a participant, the amount involved exceeds $100,000, and in which any related person had or will have a direct or indirect material interest. These policies specifically apply without limitation to purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by Sysco of a related person. The Board has determined that the following do not create a material direct or indirect interest on behalf of the related person, and are, therefore, not related person transactions to which these policies and procedures apply:

Any of our employees, officers or directors who have knowledge of a proposed related person transaction must report the transaction to our chief legal officer. Whenever practicable, before the transaction goes effective or becomes consummated, the proposed transaction will be reviewed and approved by the Board or, pursuant to authority delegated by the Board, by (i) the Chair of the Governance Committee, if the aggregate amount involved is expected to be less than $200,000; or (ii) the Governance Committee, if the aggregate amount involved is expected to be less than $500,000. If a potential related person transaction is entered into without prior approval pursuant to this policy, the Governance Committee will review and recommend to the Board, and the Board will determine, in its discretion, whether to ratify the transaction.

In addition, during the first quarter of each fiscal year, the Governance Committee and the Board will review any related person transaction that was previously approved and is ongoing in nature will be reviewed by the Governance Committee and the Board during the first quarter of each fiscal year to:

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We will consider a related person transaction approved or ratified if the transaction is authorized by the Chair, the Governance Committee or the Board, as applicable, in accordance with the standards described below, after full disclosure of the related person’s interests in the transaction. As appropriate for the circumstances, the Chair, the Governance Committee and/or the Board will review and consider such of the following as it deems necessary or appropriate:

The Chair, the Governance Committee or the Board, as applicable, will review such additional information about the transaction as itthe applicable reviewer deems relevant in its sole discretion. The applicable reviewer may approve or ratify the transaction only if it determines that, based on its review, the transaction is in, or is not inconsistent with, the best interests of Sysco. The Chair, the Governance Committee or the Board, as applicable, may, in its sole discretion, impose such conditions as it deems appropriate on Sysco or the related person when approving a transaction. If the Board determines not to ratify a related person transaction, we will either rescind or modify the transaction, as the Board directs, as soon as practicable following the failure to ratify the transaction. The Chair will report to the Governance Committee at its next regularly scheduled meeting any action that he or she has taken under the authority delegated pursuant to this policy. If any director has an interest in a related person transaction, he or she is not allowed to participate in any discussion or approval of the transaction, except that the director is required to provide all material information concerning the transaction to the applicable reviewer.

Transactions with Related Persons

In addition to receiving director compensation during fiscal 20202021 for his service as an independent director and the independent Lead Director, beginning upon his appointment as the Executive Chairman of the Board on January 10,from November 2020 to July 2021, Mr. Shirley received paymentcompensation from the Company for his service in such capacity.as Executive Chairman from June 2020 to November 2020. See “Director Compensation – Overview of Non-Employee Director Compensation” below for a discussion of Mr. Shirley’s compensation as Executive Chairman of the Board.

During the period from May 2020 to October 2020, prior to being appointed as Executive Vice President and Chief Commercial Officer (and an executive officer) of Sysco, Ms. Sansone provided consulting services to Sysco Corporation through her consulting firm, Consultgenics, LLC. During fiscal 2021, Sysco paid fees of approximately $141,000 to Ms. Sansone’s firm in exchange for these consulting services.

Risk Oversight

One of the primary oversight functions of theThe Board is to ensure that Sysco has an appropriateoversees Sysco’s enterprise risk management process in place thatto ensure the process is consistent with both the short- and long-term goals of the Company. In order to effectively fulfill this oversight role, theThe Board relies on various individuals and committees within management and among our Board members. See “Board of Directors Matters—Election of Directors at 20202021 Annual Meeting (Item 1)—Director Qualifications and Board Succession” and “Board of Directors Matters—Board Composition” below for a description of individual director qualifications, including risk management experience.

Through the enterprise risk management process, the Board establishes a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities and elevates certain key risks for discussion at the Board level. Management is responsible for identifying, managingidentifies, manages, and mitigatingmitigates enterprise risks, and reports directly to the Audit Committee and the Board on a regular basis with respect to enterprise risk management. As discussed above under “Board Meetings and Committees,” the Audit Committee reviews Sysco’s process by which management assesses and manages the Company’s exposure to enterprise risk. The Audit Committee also makes recommendations to the Board with respect to the process by which members of the Board and relevant committees will be made aware of the Company’s significant risks, including recommendations regarding what committee of the Board would be most appropriate to take responsibility for oversight of management with respect to the most material risks faced by the Company. On an annual basis, management reviews with the Board the Board-level enterprise risks identified in the process, such as strategic, operational, financial, external/regulatory and reputation risks, as well as management’s process and resources needed for addressing and mitigating the potential effects of such risks. Sysco has developed an enhancedSysco’s enterprise risk management process that includes frequent discussion and prioritization of enterprise-level risk issues by the executive management team, assignment of risk owners responsible for ensuring a deep dive approach to fully understand the risks, creation of an enterprise risk management plan in support of lowering the risk’s exposure to the level ofremains within management’s preferredrisk tolerance, and tracking and monitoring of risk information and management’s execution of the plan, all within a governance and reporting cadence.information.

The Board’s committees help oversee the enterprise risk management process within the respective areas of the committees’ delegated oversight authority. The Audit Committee is primarily responsible for hiring and evaluating our independent registered public accounting firm, reviewing our internal controls, overseeing our internal audit function, overseeing customer credit risk, reviewing contingent liabilities that may be material to the Company and various regulatory and compliance oversight functions. The CLD Committee is responsible for ensuring that our executive compensation policies and practices do not incentivize excessive or inappropriate risk-taking by employees. The Governance Committee monitors risk by ensuring that proper corporate governance standards are maintained, that the Board is comprised of qualified directors, and that qualified individuals are chosen as senior officers.

SYSCO CORPORATION - 2021 Proxy Statement    22

The Chairman of the Board coordinates the flow of information regarding enterprise risk oversight from each respective committee to the independent directors and participates in the review of the agenda for each Board and committee meeting. As the areas of oversight among committees sometimes overlap, committees may hold joint meetings when appropriate and address certain enterprise risk oversight issues at the full Board level. The Board considers enterprise risk in evaluating the Company’s strategy, including specific strategic and emerging risks, and annually reviews and approves corporate goals and capital budgets.risks. The Board also monitors any specific enterprise risks for which it has chosen to retain oversight rather than delegating oversight to one of its committees, such as risks related to competitive threats, and senior leadership succession planning.planning, and business continuity.

SYSCO CORPORATION - 2020 Proxy Statement17

Corporate Social Responsibility

The Board, through its Corporate Social ResponsibilityCSR Committee, oversees the Company’s development and implementation of Sysco’s CSR strategy, including its progress toward the 2025 CSR goals established in 2018. Sysco’s CSR strategy focuses onpriorities and initiatives are anchored in three key areas: people, productspillars — People, Products and planet, with the objective of Delivering A Better Tomorrow. This strategy sets a clear path for the future and demonstrates the Company’s continued commitmentPlanet. We are committed to caring for people, sourcing products responsibly and protectingrespecting the planet. We will cultivate new channels, new segments, and new capabilities while being stewards of our company and our planet. For further discussion of Sysco’s CSR strategy and 2025 CSR Goals, see our website at www.sysco.com in the About section under “Corporate Social Responsibility.”

Code of Conduct

Our Global Code of Conduct (the “Code”) is guided by our values and expectations which we believe are important to delivering exceptional service with the highest degree of integrity. We require all of our directors, officers and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, to understand and abide by the Code, as it represents our commitment to continuously deliver excellence with integrity by conducting our business in accordance with the highest standards of moral and ethical behavior in accordance with our values: Integrity, Excellence, Teamwork, Inclusiveness, Responsibility.

Our Global Code of Conduct addresses the following, among other topics:

Our Code, which is reviewed annually by our Governance Committee, requires strict adherence to all laws and regulations applicable to our business and requires employees to report any violations or suspected violations of the Code. We have published the Global Code of Conduct on our website in the Overview section under “Investors—Corporate Governance” at www.sysco.com.www. sysco.com. We intend to disclose any future amendments to or waivers of our Code on our website at www.sysco.com under the heading “Investors—Corporate Governance.”

Reporting a Concern or Violation

Our Code explains that there are multiple channels for an employee to report a concern, including to an associate’s manager, a human resource professional, our Legal or Ethics and Compliance department, or to the Sysco Ethics Line. Our Ethics Line is available 24 hours a day, seven days a week, 365 days a year, worldwide, to receive calls or web submissions from anyone wishing to report a concern or complaint, anonymous or otherwise. Our Ethics Line contact information can be found on our website at www.sysco.com under the heading “About Sysco – The Sysco Story – Sysco Global Code of Conduct.”

Any report to any one of our multiple channels for reporting concerns that raises a concern or allegation of impropriety relating to our accounting, internal controls or other financial or audit matters is immediately forwarded to our Senior Vice President, Legal, General Counsel and Corporate Secretary, who is then responsible for reporting such matters unfiltered, to the Chair of our Audit Committee. All such matters are investigated and responded to in accordance with the procedures established by the Audit Committee to ensure compliance with the Sarbanes-Oxley Act of 2002.

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Compensation Consultants

The CLD Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its executive compensation consultant. Retained by and reporting directly to the Committee, Semler Brossy providedprovides the CLD Committee with assistance in evaluating Sysco’s executive compensation programs and policies, and, where appropriate, assistedassists with the redesign and enhancement of elements of the prograMs. The scope of Semler Brossy’s assignments with regard to fiscal 2020 and 2021 executive compensation included:

The CLD Committee consulted Semler Brossy for all executive compensation decisions made for fiscal 2020 and fiscal 2021, including: (i) base salary determinations and annual and LTI awards and (ii) the compensation packages offered to Messrs. Hourican and Foster and Ms. Robinson, including the make-whole components. Semler Brossy also worked with the CLD Committee to develop appropriate compensation and benefits for Mr. Bené in connection with his separation from employment.programs

Semler Brossy also advised the Governance Committee with respect to non-employee director compensation. At the Governance Committee’s request, Semler Brossy provided data regarding the amounts and types of compensation paid to non-employee directors at the companies in Sysco’s peer group, and also identified trends in director compensation. All decisions regarding non-employee director compensation are recommended by the Governance Committee and approved by the Board. In addition to providing background information and written materials, Semler Brossy representatives attended meetings at which the committee Chairmen believed that their expertise would be beneficial to the committees’ discussions. NeitherFor additional information regarding Semler Brossy nor anyand the scope of its affiliates provided any additional servicesassignments with regard to Sysco and its affiliates in fiscal 2020, or any such services in fiscal 2021 through the date of this proxy statement, and Sysco does not expect Semler Brossy to provide any such services to Sysco in the future. The CLD Committee has determined that Semler Brossy is independent from the Company and that no conflicts of interest exist related to Semler Brossy’s services provided to the CLD Committee. See2022 executive compensation, see “Compensation Discussion and Analysis–Analysis—How Executive Pay is Established—Committee Oversight.”

For a discussion of the role of the CEO and other executive officers in determining or recommending NEO compensation, see “Compensation Discussion and Analysis – Analysis—How Executive Pay is Established – Established—Role of CEO and/or Other Executive Officers in Determining NEO Compensation.”

SYSCO CORPORATION - 20202021 Proxy Statement1924

BOARD OF DIRECTORS MATTERS

Election of Directors at 20202021 Annual Meeting (Item 1)

Current Members of Our Board of Directors and Board Nominees

Name

Age

Director since

Experience

Independent

Committee Memberships(1)

Other Public Company Boards

Daniel J. Brutto

6465

September 2016

Former President, UPS International and Senior Vice President, United Parcel Service, Inc.

Yes

CGN CSR* Executive

•  Illinois Tool Works Inc.

John M. Cassaday

6768

November 2004

Former President, CEO and director of Corus Entertainment Inc.

Yes

CLD* CGN Executive

•  Manulife Financial Corporation •  Sleep Country Canada Holdings Inc.

Joshua D. Frank

41

August 2015

Partner of Trian Fund Management L.P.

Yes

Audit CLD

Larry C. Glasscock

7273

September 2010

Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc.

Yes

CLD CGN* Executive

•  Simon Property Group, Inc. •   Zimmer Biomet Holdings, Inc.

Bradley M. Halverson(2)

6061

September 2016

Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc.

Yes

Audit* CLD Executive

•  Lear Corporation

John M. Hinshaw

5051

April 2018

GMD Chief Operating Officer, HSBC Group Management Services, Ltd.

Yes

Audit CLD Tech

Kevin P. Hourican

4748

February 2020

President and Chief Executive Officer, Sysco Corporation

No

Executive

Hans-Joachim Koerber

7475

January 2008

Former chairman and CEO of METRO Group (Germany)

Yes

Audit CSR

•  Eurocash SA

Stephanie A. Lundquist

4445

November 2019

Former President, Food and Beverage of Target Corporation

Yes

CLD CSR Tech

Nancy S. Newcomb(3)

75

February 2006

Former Senior Corporate Officer, Risk Management, of Citigroup

Yes

Audit CSR

Nelson Peltz

78

August 2015

Chief Executive Officer and a Founding Partner of Trian Fund Management L.P.

Yes

CGN

•   The Madison Square Garden Sports Corp. •   Procter & Gamble •   The Wendy’s Company

Edward D. Shirley(4)(2)

6364

September 2016

Executive Chairman of the Board, Sysco Corporation

NoYes

CGN CSR Executive*

Sheila G. Talton

6768

September 2017

President and Chief Executive Officer of Gray Matter Analytics

Yes

CGN CSR Tech*

•  Deere & Company •  OGE Energy Corp.

SYSCO CORPORATION - 20202021 Proxy Statement    2025

Election Process

The Company’s bylaws provide for majority voting in uncontested director elections. Majority voting means that directors are elected by a majority of the votes cast—that is, the number of shares voted “for” a director must exceed the number of shares voted “against” that director. Any incumbent director who is not re-elected in an election in which majority voting applies shall tender his or her resignation promptly following certification of the stockholders’ vote. The Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The director who tenders his or her resignation may not participate in the recommendation of the Governance Committee or the decision of the Board with respect to his or her resignation. The Board must act on the recommendation within 120 days following certification of the stockholders’ vote and will promptly disclose its decision regarding whether to accept the director’s resignation offer. In contested elections, where there are more nominees than seats on the Board as of the record date of the meeting at which the election will take place, directors are elected by a plurality vote. This means that the nominees who receive the most votes of all the votes cast for directors will be elected.

Nomination Process

The Governance Committee is responsible for identifying and evaluating candidates for election to Sysco’s Board of Directors.

Director Candidates Identified by the Board and Management

In identifying candidates for election to the Board, the Governance Committee will determine which of the incumbent directors has an interest in being nominated for re-election at the next meeting of stockholders. The Governance Committee will also identify and evaluate new candidates for election to the Board for the purpose of filling vacancies. The Governance Committee will solicit recommendations for nominees from persons that the Governance Committee believes are likely to be familiar with qualified candidates, including current members of the Board and Sysco’s management. The Governance Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. When such a search firm is engaged, the Governance Committee will set its fees and scope of engagement.

Director Candidates Recommended by Stockholders

The Governance Committee will also consider candidates recommended by stockholders. The Governance Committee will evaluate such recommendations using the same criteria that it uses to evaluate other director candidates. Stockholders can recommend candidates for consideration by the Governance Committee by writing to the Corporate Secretary, 1390 Enclave Parkway, Houston, Texas 77077, and including the following information:

The Governance Committee will consider, in advance of Sysco’s next annual meeting of stockholders, those director candidate recommendations that the Governance Committee receives by April 30, 2021.May 2, 2022.

In addition, if we receive by June 8, 2021,2022, a recommendation of a director candidate from one or more stockholders who have beneficially owned at least 5% of our outstanding common stockCommon Stock for at least one year as of the date the stockholder makes the recommendation, then we will disclose in our next proxy materials relating to the election of directors the identity of the candidate, the identity of the nominating stockholder(s) and whether the Governance Committee determined to nominate such candidate for election to the Board. However, we will not provide this disclosure without first obtaining written consent of such disclosure from both the nominating stockholder and the candidate it is planning to recommend. The Governance Committee will maintain appropriate records regarding its process of identifying and evaluating candidates for election to the Board. The Governance Committee has not received any recommendations for director nominees for election at the Annual Meeting from any Sysco stockholders beneficially owning more than 5% of Sysco’s outstanding common stock.Common Stock.

Proxy Access Director Candidates

Our “proxy access” bylaw provisions permit an eligible stockholder (or a group of up to 20 eligible stockholders), who have continuously owned for a period of three years at least 3% of the aggregate of our outstanding common stock,Common Stock, to nominate a number of director nominees equal to 20% (rounded down) of the total number of directors constituting our Board (provided that, if the total number of directors is less than 10, an eligible stockholder or group may nominate up to two persons), which nominees will be included in our proxy statement for the relevant annual stockholders meeting if the nominating stockholder(s) and the respective nominee(s) comply with all applicable eligibility, procedural and disclosure requirements set forth in our bylaws.

SYSCO CORPORATION - 20202021 Proxy Statement    2126

Evaluation of Director Candidates

In evaluating all incumbent and new director candidates that the Governance Committee determines merit consideration, the Governance Committee will:

In its discretion, the Governance Committee may designate one or more of its members, or the entire Governance Committee, to interview any proposed candidate. Based on all available information and relevant considerations, the Governance Committee will recommend to the full Board for nomination those candidates who, in the judgment of the Governance Committee, are most appropriate for membership on the Board based on each candidate’s characteristics, skills and qualifications.

Diversity

As a matter of practice, the Board looks for diversity in nominees such that the individuals possess enhanced perspective and experience through diversity in race, gender, ethnicity, cultural background, age, geographic origin, education, and professional and life experiences. Because we value gender and racial diversity among our Board members, two of our Board nominees are women, including one African American, and two of our Board nominees are from outside the United States.

Director Qualifications and Board Succession

Our Corporate Governance Guidelines provide that the Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite characteristics, skills and qualifications that directors and director candidates should possess individually and in the broader context of the Board’s overall composition and the Company’s business and structure. This review includes consideration of diversity, skills, experience, time available and the number of other boards for which the individual serves as a director, and such other criteria as the Governance Committee determines to be relevant at the time. The Governance Committee is responsible for developing a succession plan for the Board and making recommendations to the Board regarding director succession.

Key Characteristics of All Nominees

Each director nominee should demonstrate and possess all of the following characteristics:

SYSCO CORPORATION - 20202021 Proxy Statement    2227

Director Qualifications

The Board, as recommended by the Governance Committee, has endorseddetermined that the followingdirector nominees possess the director qualifications indicated in the table below, which the Board has endorsed as thosethe qualifications most significant for the Board to possess, collectively, to guide management in the achievement of the Company’s strategic priorities.

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Director Qualifications

Mr. Brutto

Mr. Cassaday

Mr. Glasscock

Mr. Halverson

Mr. Hinshaw

Mr. Hourican

Dr. Koerber

Ms. Lundquist

Mr. Shirley

Ms. Talton

Accounting/Audit/Financial Reporting

Business Operations

Distribution/Supply Chain

Executive Leadership/Management

Finance

Foodservice Industry Experience

HR/Human Capital Management/Large Workforce

International/Global

M&A/Integration

Marketing/Sales/Merchandising

Public Company Board Service

Risk Oversight/Management

Strategy Development

Sustainability/ESG

Digital Technology/Cybersecurity

In selecting the director nominees, the Governance Committee and the Board reviewed each of the incumbent directors in light of these qualifications and the Company’s strategic priorities, and each concluded that each of the nominees contributed significantly to the Board’s collective portfolio of requisite skills, characteristics and qualifications and to the Board’s overall composition. The Governance Committee and the Board expect to again review and validate the qualification criteria in fiscal 20212022 and to continue to utilize these qualification criteria in connection with their future Board refreshment efforts to identify additional candidates for Board service.

The priorities and emphasis of the Governance Committee and of the Board with regard to these qualifications will change from time to time as the Company’s strategic priorities and the composition of the Board evolve. Included in the individual biographies below is a discussion of the most significant aspects of each director’s background that strengthen the Board’s collective qualifications, skills and experience and that the Governance Committee and the Board considered in reaching their conclusion that he or she should continue to serve as a director of Sysco.

Nominees for Election as Directors at the 20202021 Annual Meeting

The Board of Directors has nominated the following twelveten persons for election as directors to serve for one-year terms or until their successors are elected and qualified:

Ms. Newcomb is not standing for re-election, and the size of the Board will be reduced from 13 to 12 directors, effective at the time of the Annual Meeting, in connection with the expiration of her term. Each of the nominees is currently serving as a director of Sysco and has consented to serve if elected. Although management does not contemplate the possibility, in the event thatif any nominee is not a candidate or is unable to serve as a director at the time of the election, the proxies will vote for any nominee who is designated bywhom the present Board designates to fill the vacancy.

The Board believes that the combination of the various qualifications, skills and experiences of the nominees for election as directors at the Annual Meeting will contribute to an effective and well-functioning Board. Set forth below is biographical information for each of the nominees for election as a director at the Annual Meeting. Unless otherwise noted, the persons named below have been engaged in the principal occupations shown for the past five years or longer. In addition to the information described below, many of our directors serve as trustees, directors or officers of various non-profit, educational, charitable and philanthropic organizations.

Required Vote

The Board of Directors unanimously recommends a vote “FOR” each of the nominees listed above.

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Board Composition

Nominees for Election as Directors at the Annual Meeting:

DANIEL J. BRUTTO

JOHN M. CASSADAY

SYSCO CORPORATION - 20202021 Proxy Statement    2530

JOSHUA D. FRANK

LARRY C. GLASSCOCK

SYSCO CORPORATION - 2020 Proxy Statement26

BRADLEY M. HALVERSON

JOHN M. HINSHAWSYSCO CORPORATION - 2021 Proxy Statement31

SYSCO CORPORATION - 2020 Proxy Statement27

KEVIN P. HOURICAN

HANS-JOACHIM KOERBERSYSCO CORPORATION - 2021 Proxy Statement32

SYSCO CORPORATION - 2020 Proxy Statement28

STEPHANIE A. LUNDQUIST

NELSON PELTZ

SYSCO CORPORATION - 20202021 Proxy Statement    2933

EDWARD D. SHIRLEY

SHEILA G. TALTON

SYSCO CORPORATION - 20202021 Proxy Statement    3034

DIRECTOR COMPENSATION

Overview of Non-Employee Director Compensation

The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board, as described below. Members of the Board who are employees of the Company are not compensated for services on the Board or any of its Committees. We currently pay each non-employee director a base retainer of $100,000 per year. Non-employee directors who serve as committee chairpersons receive annual additional amounts as follows:

Each of Messrs. Halverson andMr. Shirley received an additional annual retainer of $50,000,$500,000, paid quarterly, for his service as independent Lead Director duringChairman of the Board from November 20, 2020 through the end of fiscal 2020,2021, due to the incremental Lead DirectorChairman of the Board responsibilities described above under “Corporate Governance–Board Leadership Structure.”

During the period in fiscal 20202021 in which Mr. Shirley was serving as Executive Chairman of the Board, he did not receive additional compensation for his service as a director, nor did Mr. Hourican receive additional compensation during fiscal 20202021 for his service as a director. See footnote 810 to the “Fiscal 20202021 Director Compensation” table below for discussion of Mr. Shirley’s executive officer compensation with regard to his service as Executive Chairman.

Mr. Halverson received an additional annual retainer of $50,000, paid quarterly, for his service as independent Lead Director from the beginning of fiscal 2021 through November 20, 2020 (when he ceased to be the independent Lead Director), due to the incremental Lead Director responsibilities.

Each November, the Board grants time vested equity incentives to each of the non-employee directors in the form of restricted stock awards. In November 2019,2020, the Board, upon the recommendation of the Governance Committee, granted to each person then serving as a non-employee director approximately $185,000 in shares of restricted stock that vest in full on the first anniversary of the grant date. See “Equity-Based Awards to Non-Employee Directors” below for a description of the plan under which these awards were granted, the “Fiscal 20202021 Director Compensation” table below for detailed compensation information for fiscal 20202021 for each person who served as a non-employee director and “Stock Ownership—Stock Ownership Guidelines” below for a description of the stock ownership requirements applicable to our non-employee directors.

Reimbursement of Expenses

All non-employee directors are entitled to receive reimbursements of expenses for all services as a director, including committee participation or special assignments. Reimbursement for non-employee director travel may include reimbursement of a portion of the cost of travel on private aircraft. Specifically, this includes reimbursement for non-commercial air travel in connection with Sysco business, subject to specified maximums, provided that amounts related to the purchase price of an aircraft or fractional interest in an aircraft are not reimbursable and any portion of the reimbursement that relates to insurance, maintenance and other non-incremental costs is limited to a maximum annual amount. Non-employee directors also receive discounts on products carried by the Company and its subsidiaries comparable to the discounts offered to all company employees.

Directors Deferred Compensation Plan

Non-employee directors may defer all or a portion of their annual retainer, including additional fees paid to committee chairpersons and the Chairman of the Board’s and/or Lead Director’s annual retainer, under the Directors Deferred Compensation Plan. Non-employee directors may choose from a variety of investment options, including Moody’s Average Corporate Bond Yield plus 1%, with respect to amounts deferred prior to fiscal 2009. This investment option was reduced to Moody’s Average Corporate Bond Yield, without the addition of 1%, for amounts deferred after fiscal 2008. We credit such deferred amounts with investment gains or losses until the non-employee director’s retirement from the Board or until the occurrence of certain other events.

SYSCO CORPORATION - 2021 Proxy Statement 35

Equity-Based Awards to Non-Employee Directors

As of September 21, 2020,20, 2021, the non-employee directors held shares of restricted stock and elected shares (as described below), all of which were issued under the Sysco Corporation 2018 Omnibus Incentive Plan, which we refer to as the “2018 Omnibus Incentive Plan.” Below is a description of the relevant provisions of the 2018 Omnibus Incentive Plan.

SYSCO CORPORATION - 2020 Proxy Statement31

Election to Receive a Portion of the Annual Retainer in Common Stock

Under the 2018 Omnibus Incentive Plan, instead of receiving his or her full annual retainer fee in cash, a non-employee director may elect to receive up to 100% of his or her annual retainer fee, including any additional retainer fee paid to the Chairman of the Board and/or Lead Director for his or her service in such capacity and any fees paid to a committee chairman for his or her service in such capacity, in 10% increments, in common stock.Common Stock. During fiscal 2020,2021, if a director made this election, on the date we made each quarterly payment of the director’s annual retainer fee, we credited the director’s stock account with the number of shares of Sysco common stockCommon Stock that the director could have purchased on that date with the portion of his or her cash retainer that he or she has chosen to receive in stock, assuming a purchase price equal to the closing price of the common stockCommon Stock on the last business day before that date; we refer to these shares as “elected shares.” The elected shares vest as soon as we credit the director’s account with them, but we do not issue them until the end of the calendar year.

Annual Awards of Restricted Stock

Pursuant to the 2018 Omnibus Incentive Plan, the Board may grant to non-employee directors, among other things, shares of restricted stock, in the amounts and on such terms as it determines, but no such grant may vest earlier than one year following the grant date. A restricted stock award is denominated in shares of common stockCommon Stock and is subject to transfer restrictions and the possibility of forfeiture. In November 2019,2020, we issued restricted stock awards to non-employee directors under the 2018 Omnibus Incentive Plan.

Generally, if a director ceases to serve as a director of Sysco, he or she will forfeit all the unvested restricted stock that he or she holds. However, if the director leaves the board after serving out his or her term, or for any reason after reaching age 71, his or her restricted stock will remain outstanding and continue to vest as if the director had remained a director of Sysco. All unvested restricted stock will automatically vest upon the director’s death.

Deferral of Shares

A non-employee director may elect to defer receipt of all or any portion of any shares of common stockCommon Stock issued under the 2018 Omnibus Incentive Plan, whether such shares are to be issued as a grant of restricted stock or as elected shares. Generally, the receipt of stock may be deferred until the earliest to occur of the death of the non-employee director, the date on which the non-employee director ceases to be a director of the Company, or a change of control of Sysco. All such deferral elections shallmust be made in accordance with the terms and conditions set forth in Sysco’s 2009 Board of Directors Stock Deferral Plan.

Change in Control

Under the 2018 Omnibus Incentive Plan and the applicable grant agreements, any unvested awards of restricted stock will vest immediately upon the occurrence of certain terminations of service within the 24-month period following a specified change in control.

SYSCO CORPORATION - 20202021 Proxy Statement    3236

Fiscal 20202021 Director Compensation

The following table provides compensation information for fiscal 20202021 for each of our directors who served for any part of the fiscal year, other than Messrs. Bené andMr. Hourican, whose compensation for services as an officer is disclosed in the Summary Compensation Table on page 62:73: