Form 8-K

8-K — SYSCO CORP

Accession: 0000096021-26-000030

Filed: 2026-08-20

Period: 2026-08-14

CIK: 0000096021

SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — syy-20260814.htm (Primary)

EX-99.1 (syy_xex991xpressreleasex08.htm)

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8-K

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Filename: syy-20260814.htm · Sequence: 1

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0000096021FALSE00000960212026-08-142026-08-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2026

_______________________

Sysco Corporation

(Exact name of registrant as specified in its charter)

_________________________

Delaware

1-06544

74-1648137

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (281) 584-1390

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 Par Value

SYY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

- 2 -

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF

DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY

ARRANGEMENTS OF CERTAIN OFFICERS.

(d) On August 14, 2026, the Board of Directors (the “Board”) of Sysco Corporation (“Sysco” or the

“Company”) increased the size of the Board from eleven to thirteen directors and elected Mr. Jason

Murray and Mr. Thomas Ondrof to fill the resulting vacancies, effective on September 1, 2026. The

Board has also approved the following committee appointments effective September 1, 2026:

•

Mr. Murray – Technology Committee

•

Mr. Ondrof – Audit Committee

Each of Messrs. Murray and Ondrof will receive customary compensation from the Company for

serving as a non-employee director, in accordance with the Company’s director compensation program as

described in the Company’s proxy statement for its 2025 annual meeting of stockholders, filed with the

Securities and Exchange Commission on October 2, 2025.

There are no transactions between any of Messrs. Murray and Ondrof and the Company that

would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with

any other persons pursuant to which they were selected. In addition, the Board has affirmatively

determined that each of Messrs. Murray and Ondrof is independent under the New York Stock Exchange

independence standards and the Company’s categorical standards set forth in Sysco’s Corporate

Governance Guidelines.

Item 7.01 REGULATION FD DISCLOSURE

On August 20, 2026, the Company issued a press release announcing the appointments of Messrs.

Murray and Ondrof to the Board and the renaming of the Technology Committee to the Artificial

Intelligence Transformation and Technology Committee and reiterating the Company’s commitment to

realizing AI-driven efficiencies.

A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and

incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being furnished, not filed,

pursuant to General Instruction B.2 of Form 8-K. Accordingly, the information in Item 7.01 of this

Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, will not be

incorporated by reference into any registration statement filed by the Company under the Securities Act

of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release dated August 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sysco Corporation

Date: August 20, 2026

By:

/s/ Andrew Wurdack

Andrew Wurdack

Vice President, Securities and Corporate

Governance & Assistant Secretary

EX-99.1

Filename: syy_xex991xpressreleasex08.htm · Sequence: 2

SYY_8-K_Ex 99.1_Press Release_082026

Exhibit 99.1

For more information contact:

Kevin Kim Cassandra Mauel

Investor Contact Media Contact

kevin.kim@sysco.com cassandra.mauel@sysco.com

T 281-584-1219 T 281-584-1390

SYSCO ANNOUNCES STRATEGIC BOARD APPOINTMENTS AND AI

TRANSFORMATION INITIATIVES INTENDED TO ACCELERATE GROWTH, LONG-

TERM VALUE CREATION

Appoints Two New Directors with Expertise in AI, Innovation, Supply Chain Management,

Foodservice Distribution

Enhances Board Governance to Accelerate Innovation and Oversee Execution of AI

Transformation Initiatives

Building on the Strong, Positive Momentum in its Core Business, Sysco Reiterates its

Commitment to Realizing AI-Driven Efficiencies

HOUSTON, August 20, 2026 -- Sysco Corporation (NYSE:SYY), the global leader in

foodservice distribution, today announced a series of strategic business and corporate

governance initiatives, including two new appointments to its Board of Directors, designed

to accelerate its enterprise-wide artificial intelligence (AI) transformation, enhance

operational performance, and drive long-term shareholder value.

Building on strong momentum and operating performance across its business, Sysco

recently announced fiscal 2027 guidance of 6% to 7% revenue growth and 9% to 11%

adjusted earnings per share growth, on a 53-week basis, announced on August 4, 2026. At

the midpoint, projected earnings growth is at the high end of the Company's long-term

financial targets. Included in the outlook is a $100 million cost-savings program enabled by

AI-driven process improvements, automation initiatives, and operating efficiencies. These

initiatives are expected to continue enhancing customer service, improving productivity

across the organization, and expanding operating margins.

"Sysco is uniquely positioned to leverage artificial intelligence to further strengthen our

industry leadership, enhance customer service, and improve operating performance," said

Kevin Hourican, Chair of the Board and Chief Executive Officer. "We are making deliberate

investments in technology, governance, and talent to accelerate our AI transformation and

unlock value for our shareholders.”

Adding New Talent to the Board with Artificial Intelligence and Industry Expertise

Sysco today announced the election of two new directors, Jason Murray and Tom Ondrof,

effective September 1, 2026. As part of its annual governance process and informed by

feedback received during the Company’s annual shareholder engagement process, the

Board conducted a robust director search and selected two accomplished executives whose

experience will further strengthen the Board's capabilities in AI, technology innovation,

foodservice distribution, and supply chain management. With the addition of the two

directors, Sysco increased its Board size to 13 directors, effective September 1, 2026.

Jason Murray, Co-Founder and Chief Executive Officer of Shipium Corp., brings nearly

three decades of leadership experience spanning technology, e-commerce, logistics,

fulfillment, and supply chain optimization. During his 19-year tenure at Amazon, Mr. Murray

served in leadership positions of increasing responsibility, ultimately holding Vice President

roles overseeing supply chain optimization technology as well as retail systems and

services. When data science emerged as a viable transformation agent to supply chains, he

spearheaded development and deployment of Amazon’s core supply chain data science

technology. As founder and CEO of Shipium, he has helped leading retailers and

distribution businesses leverage AI, automation, and advanced fulfillment technologies to

improve customer experience and operational performance.

Mr. Murray will serve on Sysco's Artificial Intelligence Transformation & Technology

Committee.

Thomas “Tom” Ondrof, former Executive Vice President and Chief Financial Officer of

Aramark Corporation, brings more than 30 years of executive leadership experience across

the foodservice distribution and business services industries. Throughout his leadership

roles at Aramark, Performance Food Group, and Compass Group, Mr. Ondrof developed

deep expertise in finance, capital allocation, strategic planning, mergers and acquisitions,

investor relations, and enterprise risk management. He has led large-scale financial and

operational organizations, overseen significant acquisition and integration activities, and

driven transformational business initiatives across complex organizations.

Mr. Ondrof will serve on Sysco's Audit Committee.

Strengthening Board Oversight of Artificial Intelligence

Sysco's Board of Directors has also approved the evolution of its Technology Committee

into the Artificial Intelligence Transformation & Technology Committee. This Committee has

begun meeting monthly with management to accelerate the adoption of AI-enabled

capabilities and ensure effective execution of the Company's enterprise AI transformation

agenda. The Committee will continue overseeing technology strategy.

"We are thrilled to welcome Jason and Tom to our Board. Jason brings exceptional

experience leading technology-driven supply chain innovation and AI-enabled

transformation at scale, while Tom offers deep foodservice expertise and a distinguished

track record of financial leadership. Together, they will strengthen our Board as we execute

against our long-term growth and profitability objectives," added Hourican.

Continuing Collaboration with Shareholders, Including the D. E. Shaw Group

Sysco maintains an ongoing dialogue with shareholders as part of its commitment to strong

corporate governance and long-term value creation, regularly soliciting feedback to

enhance shareholder value. Sysco has benefitted from its long-standing relationship with

the D. E. Shaw group, which has been an investor in the Company for more than a decade.

The firm has supported Sysco's efforts to accelerate AI-driven transformation by facilitating

introductions to leading technology providers, industry experts, and highly qualified director

candidates.

The firm has expressed confidence in Sysco's strategy, including the value creation

opportunities associated with the Company's pending acquisition of Jetro Restaurant Depot

(“JRD”). In support of the JRD acquisition, the D. E. Shaw group currently expects to be a

participant in the capital raise for the upcoming transaction.

"We value the perspectives we receive from our shareholders and appreciate the D. E.

Shaw group's continued confidence in Sysco as we advance our transformation strategy,"

said Hourican. "Their engagement has helped us broaden our access to leading technology

capabilities and strategic perspectives that are accelerating our ability to deploy practical AI

solutions across the enterprise and deliver meaningful operational improvements."

“Today's changes, combined with Sysco's strong market position and attractive business

model, position the Company to create sustainable value through AI-driven

transformation," said Michael O'Mary, Managing Director at D. E. Shaw & Co., L.P. "We are

encouraged by Sysco's increased focus on AI-enabled operational improvement and by the

addition of two highly qualified directors. Messrs. Murray and Ondrof bring expertise well-

suited to help the management team, Board, and AI Transformation & Technology

Committee capitalize on the opportunity to deploy AI across Sysco's business. As long-term

shareholders, we are excited to partner with Sysco in support of its AI transformation and

confident in the value creation opportunities ahead, including the Restaurant Depot

acquisition.”

About Sysco

Sysco is the global leader in selling, marketing and distributing food and related products to

customers who prepare meals away from home. This includes restaurants, healthcare and

educational facilities, lodging establishments, entertainment venues, and more. Sysco

operates 333 distribution centers, in 10 countries, with 75,000 colleagues serving

approximately 670,000 customer locations. The company generated sales of more than $84

billion in fiscal year 2026 that ended June 27, 2026.

As the world’s largest food-away-from-home distributor, Sysco offers customized supply

chain solutions, bespoke specialty product offerings, and culinary support to drive

customers to innovate and optimize their operations. We act as a trusted business partner

to our customers, helping them grow through our industry-leading portfolio that includes

fresh produce, premium proteins, specialty products, sustainably focused items, equipment

and supplies, and innovative culinary solutions.

For more information, visit www.sysco.com. For important news and key information for

Sysco investors, visit the Investor Relations section of the company’s website at

investors.sysco.com.

Forward-Looking Statements

Statements made in this press release include statements that are forward-looking or that

express management’s beliefs, expectations or hopes and are forward-looking statements

under the Private Securities Litigation Reform Act of 1995. These statements include,

among other things, statements about our future financial performance and results,

business strategy, plans, goals and objectives, including the potential benefits of cost-

savings driven by AI and the potential benefits of the JRD Acquisition. Such forward-looking

statements reflect the views of management at the time such statements are made and are

subject to a number of risks, uncertainties, estimates, and assumptions, including those

outside of Sysco’s control. Risks and uncertainties include without limitation: the impact of

geopolitical, economic and market conditions and developments, including changes in

global trade policies and tariffs and foreign conflicts; risks related to our business

initiatives; periods of significant or prolonged inflation or deflation and their impact on our

product costs, volume, foot traffic, and profitability generally; risks related to our efforts to

implement our transformation initiatives and meet our other long-term strategic objectives;

risks of interruption of supplies and increase in product costs; risks related to changes in

consumer eating habits; and impact of natural disasters or adverse weather conditions,

public health crises, adverse publicity or lack of confidence in our products, and product

liability claims as well as risks and uncertainties associated with our proposed transaction

with JRD, including but not limited to, the occurrence of any event, change or other

circumstances that could give rise to the right of either or both parties to terminate the

merger agreement; the risk that regulatory approvals may not be obtained or other closing

conditions may not be satisfied in a timely manner or at all, as well as the risk that

regulatory approvals are obtained subject to conditions that are not anticipated; the risk of

other delays in closing the transaction; the possibility that any of the anticipated benefits

and projected synergies of the transaction will not be realized or will not be realized within

the expected time period; and the risk that the proposed transaction and its announcement

could have an adverse effect on the market price of the common stock of Sysco. Should

one or more of these risks or uncertainties materialize, or underlying assumptions prove

incorrect, actual results may vary materially from those indicated in our forward-looking

statements. Therefore, you should not place undue reliance on any of the forward-looking

statements contained herein. For more information on these risks and other concerning

factors that could cause actual results to differ from those expressed or forecasted, see our

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the

SEC. We do not undertake to update our forward-looking statements, except as required by

applicable law.

SYY-INVESTORS

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