UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 3,
2010
_______________________
Sysco
Corporation
(Exact
name of registrant as specified in its charter)
_________________________
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Delaware
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1-06544
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74-1648137
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1390
Enclave Parkway, Houston, TX 77077-2099
(Address
of principal executive office) (zip code)
Registrant’s
telephone number, including area code: (281) 584-1390
N/A
(Former
name or former address, if changed since last report)
_________________________
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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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.
Resignation
of Kenneth F. Spitler from the positions of President, Chief Operating Officer,
Vice Chairman of the Board and Director
On
February 3, 2010, Sysco Corporation (the “Company”) received notice from Kenneth
F. Spitler, President and Chief Operating Officer and Vice Chairman of the
Board, of his intention to resign from these positions and as a director of the
Company, effective February 5, 2010. Mr. Spitler is expected to
continue as a non-executive employee of the Company through his retirement on
June 28, 2010, and he will provide such services during the remainder of his
employment as may reasonably be requested.
Transition
and Early Retirement Agreement between Mr. Spitler and the Company
In
connection with his resignation, on February 5, 2010, the Company and Mr.
Spitler agreed in principle upon the terms of a transition and early retirement
agreement (the “Retirement Agreement”), which is expected to be signed next week
and will become effective 8 days after signing. The material terms of
the Retirement Agreement are as follows:
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·
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The
First Amended and Restated Executive Severance Agreement (the “Severance
Agreement”) between the Company and Mr. Spitler, dated December 23, 2008,
will terminate as of the effective date of the Retirement
Agreement.
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·
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Mr.
Spitler will continue to receive his current base salary, and will be
entitled to certain other benefits, through June 28, 2010, regardless of
whether his employment with the Company terminates prior to that
date.
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·
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The
Company waives any right to deny Mr. Spitler a Management Incentive Plan
(“MIP”) Bonus for fiscal year 2010, other than in connection with an
amendment or termination of the fiscal 2010 Management Incentive Program
or such other exercise of the Compensation Committee’s discretion with
respect to the 2010 MIP Bonus which is applicable to the Company’s Chief
Executive Officer.
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·
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In
recognition of Mr. Spitler’s significant contribution to the Company
during fiscal 2009 and 2010, in which the Company transitioned to a new
Chief Executive Officer, and his agreement to continue to provide
important assistance to the Company and its operating companies during the
remainder of his employment and after his retirement, as well as the
release, non-compete and non-solicitation agreements described below, and
provided that Mr. Spitler does not engage in activity that would entitle
the Company to terminate his employment for cause, as defined in the
Retirement Agreement, the Company has agreed to provide Mr. Spitler with
the following severance payment upon his retirement: a monthly
cash payment for twenty-four months equal to the sum of Mr. Spitler’s
monthly base salary, and one-twelfth of the average annual bonus received
by Mr. Spitler for the 2005 through 2009 fiscal years for
a total severance payment of approximately $4.2 million. In
addition, Mr. Spitler will be entitled to a monthly cash payment for
twenty-four months equal to the monthly cost for COBRA
coverage. These amounts will not be eligible for purposes of
determining Mr. Spitler’s benefits under the Company’s Supplemental
Executive Retirement Plan.
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·
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In
further consideration of Mr. Spitler’s contributions and covenants
referenced in the bullet point above, the vesting of 12,637 shares of Mr.
Spitler’s January 17, 2009 special restricted stock grant will occur as
scheduled on January 17, 2011, despite his retirement on June 28, 2010,
but will remain subject to transfer restrictions and a risk of forfeiture
if Mr. Spitler violates his non-compete and other covenants through the
vesting date. The remaining shares subject to that grant are
expected to terminate in accordance with their terms on Mr. Spitler’s
retirement date.
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Mr.
Spitler agrees, among other things, that for a period of two years
following his retirement from the Company, he will not solicit certain
suppliers, compete with the Company with respect to certain customers and
competitors, or solicit or recruit employees, and certain specified former
employees, of the Company, subject to specified limitations. Mr. Spitler
also agrees that for a period of five years following his retirement from
the Company he will not disclose the Company’s confidential information,
subject to specified limitations.
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·
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Both
parties agree that neither shall make any disparaging comments or
accusations detrimental to the reputation, business, or business
relationships of the other except in connection with legal proceedings or
as required by any state or federal law enforcement
agency.
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Both
parties agree to release, to the fullest extent permitted by law, the
other party from all prior and/or current legal claims, as further
specified within the Retirement Agreement, and agree not to sue with
respect to any such released
claims.
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As of the
termination of Mr. Spitler’s Severance Agreement, the Company is no longer party
to severance agreements with any of its executive officers.
Appointment
of William J. DeLaney to the position of President and Chief Executive
Officer
William
J. DeLaney, Chief Executive Officer, will assume the position of President and
Chief Executive Officer, effective February 5, 2010. Mr. DeLaney’s
annual salary and compensation package will not change as a result of his new
position.
Mr.
DeLaney, age 54, became a director of
the Company on January 17, 2009 and was promoted to the role of Chief Executive
Officer on March 31, 2009. He began his career with the Company
in 1987 as assistant treasurer at the Company’s corporate headquarters. He was
promoted to Treasurer in 1991, and in 1993 he was named a Vice President,
continuing in those responsibilities until 1994. Mr. DeLaney joined Sysco
Food Services of Syracuse in 1996 as Chief Financial Officer, progressed to
Senior Vice President in 1998 and Executive Vice President in 2002. In 2004,
Mr. DeLaney was appointed President and Chief Executive Officer of Sysco
Food Services of Charlotte. He held that position until December 2006, when he
was named Senior Vice President of Financial Reporting, a position he held until
he was promoted to the role of Executive Vice President and Chief Financial
Officer on July 1, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Sysco Corporation
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Sysco Corporation | |||
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Date:
February 5, 2010
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By:
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/s/ Michael C. Nichols | |
| Michael C. Nichols | |||
| Senior Vice President, General Counsel | |||
| and Corporate Secretary | |||
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