DEF 14A of Sysco Corp, Oct 2, 2025

DEF 14A of Sysco Corp

Filed Oct 2, 2025 · FY20250000096021-25-000147

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | Name | Age | Director Since | Independent | Other Company Boards | Committee Memberships(1) | | | Daniel J. Brutto Former President, UPS International and Senior Vice President, United Parcel Service, Inc. | 69 | September 2016 | YES | 1 | | | | Francesca DeBiase Former Executive Vice President Chief Global Supply Chain Officer, McDonald’s Corporation | 59 | November 2023 | YES | 1 | | | | Ali Dibadj Chief Executive Officer at Janus Henderson Group plc | 50 | January 2022 | YES | 1 | | | | Larry C. Glasscock(2) Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc. (now Elevance, Inc.) | 77 | September 2010 | YES | 1 | | | | Jill M. Golder Former Senior Vice President and Chief Financial Officer, Cracker Barrel Old Country Store, Inc. | 63 | January 2022 | YES | 1 | | | | Bradley M. Halverson Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc. | 65 | September 2016 | YES | 2 | | | | John M. Hinshaw Former GMD Chief Operating Officer, HSBC Group Management Services, Ltd. | 55 | April 2018 | YES | 1 | |

  3. DIRECTOR NOMINEES

    | 8 | SYSCO CORPORATION // 2025 Proxy Statement |

  4. DIRECTOR NOMINEES

    PROXY STATEMENT SUMMARY Item 1 Election of Directors

  5. DIRECTOR NOMINEES

    | | Name | Age | Director Since | Independent | Other Company Boards | Committee Memberships(1) | | | Kevin P. Hourican(3) Chair of the Board and Chief Executive Officer, Sysco Corporation | 52 | February 2020 | NO | 1 | | | | Roberto Marques Former Director, Executive Chairman and CEO of Natura & Co. Holdings SA | 60 | August 2024 | YES | 2 | | | | Alison Kenney Paul Managing Director, Global Alliances Google, Inc. | 67 | January 2022 | YES | 0 | | | | Sheila G. Talton President and Chief Executive Officer of Gray Matter Analytics | 72 | September 2017 | YES | 2 | |

  6. DIRECTOR NOMINEES

    (1)Full committee names are as follows:

  7. DIRECTOR NOMINEES

    | | Audit | | Executive | | Sustainability | | Chair | | | Compensation & Leadership Development | | Corporate Governance & Nominating | | Technology | | |

  8. DIRECTOR NOMINEES

    (2)Mr. Glasscock currently serves as Lead Independent Director. For more details, see page 16 (3)Mr. Hourican currently serves as the Chair of the Board. For more details, see page 18. Director Nominee Tenure, Independence and Representation

  9. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  10. MATTERS

    MATTERS

  11. MATTERS

    | Item 1 | Election of Directors | | | | | The Board of Directors unanimously recommends a vote FOR each of the nominees. |

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Election Requirements The Company’s Amended & Restated Bylaws (the “Bylaws”) provide for majority votes cast standard in uncontested director elections, meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Company does not permit cumulative voting. Any incumbent director who is not re-elected in an uncontested election is required to tender the director’s resignation to the Corporate Governance & Nominating Committee (the “Governance Committee”). 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.

  13. ELECTION OF DIRECTORS

    | 12 | SYSCO CORPORATION // 2025 Proxy Statement |

  14. ELECTION OF DIRECTORS

    BOARD OF DIRECTORS MATTERS Election of Directors 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. The director who tenders a resignation may not participate in these deliberations of the Governance Committee or the Board. In contested elections, where there are more nominees than seats on the Board, directors are elected by a plurality vote, meaning that the nominees who receive the most votes of all the votes cast for directors will be elected. 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 annual meeting of stockholders. The Governance Committee will also identify and evaluate new candidates for election to the Board for the purpose of filling vacancies. To that end, the Governance Committee generally engages a professional search firm to assist in identifying qualified candidates and may solicit recommendations for nominees from current members of the Board and Sysco’s management. When engaging a search firm, the Governance Committee will determine its fees and scope of engagement. How We Evaluate Director Candidates In evaluating all incumbent and new director candidates that the Governance Committee determines merit consideration, the Governance Committee will: •Cause to be assembled information concerning the candidates background and qualifications, including information required to be disclosed in a Proxy Statement, and any relationship between the candidate and the person or people recommending the candidate; •Determine if the candidate demonstrates the characteristics that we require of all directors, described below; •Consider the candidate’s skills, experience and qualifications in the context of the composition of the Board as a whole and the Company’s strategic priorities; •Consider the absence or presence of material relationships with Sysco that might impact the candidate’s independence; •Consider the contribution the candidate can be expected to make to the overall functioning of the Board; •Consider the candidate’s capacity to be an effective director in light of the time required by the candidate’s primary occupation and service on other boards; •Consider, with respect to an incumbent director, whether the director satisfactorily performed his or her duties as a director during the preceding term, including attendance and participation at Board and committee meetings, and made other contributions as a director; and •Consider, values of all dimensions of diversity among nominees, differences in background, professional and life experiences yield innovation, enhanced perspective, and higher quality decision-making similar to how Sysco aspires to create a global culture of inclusion – one where every colleague, customer, supplier and partner is respected, valued, and empowered to contribute. 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. Director Qualifications and Board Succession 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 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.

  15. ELECTION OF DIRECTORS

    | SYSCO CORPORATION // 2025 Proxy Statement | 13 |

  16. ELECTION OF DIRECTORS

    BOARD OF DIRECTORS MATTERS Election of Directors Director Qualifications The Board, as recommended by the Governance Committee, has determined that the qualifications described below are the qualifications most significant for the Board to possess, collectively, to guide management in the achievement of the Company’s strategic priorities. The table below also shows how the Board believes these qualifications are distributed among our director nominees. 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.

  17. ELECTION OF DIRECTORS

    | Director Qualifications | | | | | | | | | | | | | | | | Accounting/Audit/ Financial Reporting | | | | | | | | | | | | 8 | | | Business Operations | | | | | | | | | | | | 10 | | | Distribution/Supply Chain | | | | | | | | | | | | 7 | | | Executive Leadership/ Management | | | | | | | | | | | | 11 | | | Finance | | | | | | | | | | | | 10 | | | Foodservice Industry Experience | | | | | | | | | | | | 4 | | | HR/Human Capital Management/Large Workforce | | | | | | | | | | | | 10 | | | International/Global | | | | | | | | | | | | 9 | | | M&A/Integration | | | | | | | | | | | | 8 | | | Marketing/Sales/ Merchandising | | | | | | | | | | | | 7 | | | Public Company Board Service | | | | | | | | | | | | 10 | | | Risk Oversight/ Management | | | | | | | | | | | | 10 | | | Strategy Development | | | | | | | | | | | | 11 | | | Sustainability/Responsible Growth | | | | | | | | | | | | 6 | | | Digital Technology/ Cybersecurity | | | | | | | | | | | | 5 |

  18. ELECTION OF DIRECTORS

    | 14 | SYSCO CORPORATION // 2025 Proxy Statement |

  19. ELECTION OF DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  20. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING: The Board of Directors has nominated the 11 individuals identified below for election as directors to serve for one-year terms or until their successors are elected and qualified. Each of the nominees are currently serving as a director of Sysco, and each nominee consented to serve if elected. The Board believes the nominees’ combined qualifications, skills, and experience will contribute to an effective and well-functioning Board. Although management does not anticipate the possibility, if any nominee becomes unable to serve as a director before the Annual Meeting, the proxies will vote for any nominee designated by the present Board to fill the vacancy.

  21. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 69 Director since: September 2016 Committees: •Corporate Governance & Nominating •Sustainability (Chair) •Executive | DANIEL J. BRUTTO | | | Executive Experience: •Executive chairman of Radial, Inc., a privately held global fulfillment, customer care and technology company (2016-2017) and as Vice Chairman of eBay Enterprise/Innotrac, the predecessor business to Radial (2015-2016). •President of UPS International and Senior Vice President of United Parcel Service, Inc. (“UPS”)(2008-2013). •President, Global Freight Forwarding, for UPS (2006 to 2007), and corporate controller (2004-2006). | | | Additional Leadership Experience: •Director of Illinois Tool Works, Inc. (NYSE:ITW) (2012-present). •Board of UNICEF (2009-2020). •Served on the board of the U.S. China Council (2008-2013), the Guangdong Economic Council (2010-2013) and Turkey Economic Advisory Council (2008-2013) and as a delegate to the World Economic Forum, Davos, Switzerland (2009-2013). | | | Key Qualifications: •Mr. Brutto held several leadership roles with increasing levels of responsibility, during his close to 40-year career at UPS. Through these roles, he garnered significant experience across strategy development, business operations, logistics, marketing and finance, which allows him to offer valuable insight to the Board regarding the operation and oversight of a major global company. •Mr. Brutto’s experience at UPS provides him with significant knowledge of supply chain management and associated risk oversight, which brings an invaluable perspective to the Board as the Company navigates a complex global distribution network. •Through his tenure as a public company director at both Illinois Tool Works and Sysco, Mr. Brutto has gained valuable experience overseeing sustainability and Responsible Growth matters, which provides invaluable insight to the Board on the Company’s sustainability strategies and enterprise risk. |

  22. NOMINEES FOR ELECTION AS DIRECTORS

    | SYSCO CORPORATION // 2025 Proxy Statement | 15 |

  23. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  24. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 59 Director since: November 2023 Committees: •Audit •Sustainability | FRANCESCA DEBIASE | | | Executive Experience: •Corporate Executive Vice President, Chief Global Supply Chain Officer of McDonald’s Corporation (“McDonald’s”) (2020-2022). •McDonald’s Executive Vice President, Chief Global Supply Chain and Sustainability Officer 2018-2020 and Senior Vice President, Chief Global Supply Chain and Sustainability Officer (2015- 2018). •Joined McDonald’s in 1991, and held several management roles in McDonald’s supply chain and finance organizations in the U.S. and internationally. •Auditor in the retail and consumer products industry with Ernst & Young, LLP in 1988. | | | Additional Leadership Experience: •Director of Norfolk Southern Corporation (NYSE: NSC) (2023-present). •Board member (2021-present) and chair (since 2025) of The Chicago Network, and a member of The Belizean Grove (2018-present). •Member of the Board of Governors of the Metropolitan Planning Council, Chicago, Illinois (2018-2022), Board of Advisors, Quinlan School of Business at Loyola University Chicago (2018-2021) and the Chicago council on Global Affairs (2020-2023). •Executive Sponsor to McDonald’s Women’s Leadership Network (2015-2021). | | | Key Qualifications: •Ms. DeBiase gained executive leadership experience and management skills during her 30-year career at McDonald’s where she held various executive level roles, most recently as Executive Vice President and Global Chief Supply Chain Officer and as Executive Vice President and Chief Supply Chain and Sustainability Officer. •Through her experience at McDonald’s, Ms. DeBiase developed deep expertise in supply chain and sustainability, pioneering the development of a combined supply chain/sustainability operation, and garnered significant experience with international business through residing in Europe. Ms. DeBiase was also responsible for developing and executing sustainable sourcing strategies across McDonald’s global supply chain to ensure safety, quality, and sustainable leadership in the industry. •Ms. DeBiase gathered significant board room experience, serving for five years as management’s representative for the Sustainability and Corporate Responsibility Committee of the McDonald’s board of directors and regularly attending meetings of the board to present on strategic plans and lead discussions of supply chain, enterprise risk and sustainability matters. •Ms. DeBiase’s experience at Ernst & Young and McDonald’s provides her with significant knowledge of accounting and auditing and corporate finance. |

  25. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 50 Director since: January 2022 Committees: •Audit •Sustainability | ALI DIBADJ | | | Executive Experience: •Director and CEO of Janus Henderson Group plc (“Janus”) (NYSE: JHG) (2022-present). •CFO and/or Head of Finance and then as CFO and Head of Strategy (2020-2022) of AllianceBernstein Holding L.P. (“AB”). •Prior to this role, held several roles with AB since 2006, including Senior Research Analyst, where he was ranked #1 12 times for his coverage of consumer companies. •Spent almost a decade in management consulting, including roles at McKinsey & Company and Mercer (now known as Oliver Wyman). | | | Key Qualifications: •Mr. Dibadj’s tenure has CEO at Janus and as CFO and Head of Strategy at AB provides him with substantial experience in finance and accounting, executive leadership, communications, investor relations, risk management, mergers and acquisitions and strategy development. •From his role as CEO at Janus, and through his prior role as CFO and Head of Strategy at AB, Mr. Dibadj has extensive background in overseeing the strategic direction and overall day-to-day management of global asset management businesses. These responsibilities have allowed him to bring an invaluable perspective to his role on the Board, including on matters related to corporate governance, sustainability and executive compensation. •Mr. Dibadj’s familiarity with the consumer sector gained through his time as a highly recognized consumer research analyst provides a unique skillset to the Board and improves its oversight capabilities regarding corporate strategy. |

  26. NOMINEES FOR ELECTION AS DIRECTORS

    | 16 | SYSCO CORPORATION // 2025 Proxy Statement |

  27. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  28. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 77 Director since: September 2010 Lead Independent Director since: April 2024 Committees: •Corporate Governance and Nominating •Compensation and Leadership Development •Executive | LARRY C. GLASSCOCK | | | Executive Experience: •Chairman of WellPoint, Inc. (now Elevance Health, Inc.), (NYSE: ELV) (2005-2010) and President and CEO of WellPoint, Inc. (2004-2007). •President and CEO of Anthem, Inc. (now Elevance Health, Inc.) 2001-2004, and Chairman (2003-2004). •COO of CareFirst, Inc., President and CEO of Group Hospitalization and Medical Services, Inc., President and COO of First American Bank, N.A., and President and CEO of Essex Holdings, Inc. | | | Additional Leadership Experience: •Director of Simon Property Group, Inc. (NYSE: SPG) (2010-present) and Lead Independent Director (2014-present). •Director of Zimmer Biomet Holdings, Inc. (NYSE: ZBH) (2001-2021) and Independent Chairman (2013-2021). •Director of Sprint Nextel Corporation (2007-2013). | | | Key Qualifications: •Mr. Glasscock brings insightful experience to the Board regarding customer-focused, successful growth strategies gained through his time at Elevance Health, Inc., where he played a major role in transforming the company from a regional health insurer into a national healthcare leader. •Throughout his career, he has developed expertise in understanding the successful integration of corporate cultures and the associated team building and human capital development, a vital perspective for the Board when evaluating acquisition targets. •Through his executive experience, he has built a strong understanding of effective team building and human capital development, which are extremely valuable to Sysco, as management development and succession planning remain top priorities of executive management and the Board. •Mr. Glasscock also brings considerable financial experience, gained during his time supervising the CFOs of major corporations and earlier in his career, serving as a bank officer lending to major corporations. •Mr. Glasscock has significant experience as a public company director and as a member of various committees related to important board functions, including audit, finance, governance and compensation. |

  29. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 63 Director since: January 2022 Committees: •Audit Committee •Compensation and Leadership Development •Technology | JILL M. GOLDER | | | Executive Experience: •Senior Vice President and CFO of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”)(2016-2020). •Finance leadership roles at Ruby Tuesday, Inc. (“Ruby Tuesday”), including as Executive Vice President and CFO (2014-2016). •Spent 23 years at Darden Restaurants, Inc., where she served in finance positions of increasing responsibility for several Darden brands, including Senior Vice President of Finance for Olive Garden, Smokey Bones, Specialty Restaurant Group and Red Lobster. | | | Additional Leadership Experience: •Director of ABM Industries Incorporated (NYSE: ABM) (2019-present). •Director of MOD Superfast Pizza Holdings, LLC, a private company (2021-2024). •Director of IZEA Worldwide, Inc. (NASDAQ: IZEA) (2015-2019 and in 2021). | | | Key Qualifications: •Through her roles at both Cracker Barrel and Ruby Tuesday, Ms. Golder gained significant executive leadership experience within the foodservice industry, enabling her to provide expert insight to the Board and guidance to our management team. •Ms. Golder’s deep expertise in the areas of accounting, audit and financial reporting are integral to her role on the Board, and her experience across investor relations, distribution, supply chain, risk management and cybersecurity efforts enables her to provide invaluable insight to the Board on the Company’s strategic focus areas. |

  30. NOMINEES FOR ELECTION AS DIRECTORS

    | SYSCO CORPORATION // 2025 Proxy Statement | 17 |

  31. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  32. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 65 Director since: September 2016 Committees: •Audit (Chair) •Compensation and Leadership Development •Executive | BRADLEY M. HALVERSON | | | Executive Experience: •Spent the majority of his nearly 30-year career at Caterpillar, Inc. (“Caterpillar”), most recently serving as Group President, Financial Products and Corporate Services and CFO (2013-2018). •Served in various leadership roles at Caterpillar (1988-2012), including Corporate Controller (2007-2010) and Vice President, Financial Services Division (2010-2012). •Spent some time outside of the U.S. 1993-1996 with Caterpillar Overseas, S. A., where he was a strategy and planning consultant and then a controller in Europe. •Gained experience working for PricewaterhouseCoopers LLP prior to joining Caterpillar in 1988. | | | Additional Leadership Experience: •Director of Constellation Energy Corporation (NASDAQ: CEG) (2022-present). •Director of Lear Corporation (NYSE: LEA) 2020-present). •Director of Satellogic, Inc. (NASDAQ: SATL) (2022-2024). •Member of the Board of Trustees of the Easterseals Central Illinois Foundation and previously a Chairman of the Board of Directors of Easterseals Central Illinois and Treasurer of the Easterseals Central Illinois Foundation. •Previously a member of the Executive Committee of the U.S. Chamber of Commerce. | | | Key Qualifications: •Mr. Halverson’s nearly 30-year career with Caterpillar and his time with PricewaterhouseCoopers LLP, provided him with deep expertise in accounting, financial reporting and corporate finance, which equips him to bring his valuable perspective to the Board, particularly through his role as Audit Committee Chair. •Mr. Halverson’s significant experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business, gained through his senior roles at Caterpillar, allows him to exercise effective oversight of Sysco’s management team’s strategic execution, as well as the Company’s human capital management initiatives. |

  33. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 55 Director since: April 2018 Committees: •Corporate Governance & Nominating (Chair) •Compensation and Leadership Development •Executive •Technology | JOHN M. HINSHAW | | | Executive Experience: •Group Chief Operating Officer of HSBC Group Management Services, Ltd. (2020-2024). •Executive Vice President, Technology and Operations, of Hewlett Packard Company (“Hewlett Packard”) (2011-2015), at which time he joined Hewlett Packard Enterprise Company (spun-off from Hewlett Packard) as the Executive Vice President, Technology and Operations and Chief Customer Officer (2016). •Vice President and General Manager for Boeing Information Solutions at The Boeing Company (“Boeing”) (2010-2011), and Chief Information Officer (2007-2010), leading Boeing’s companywide corporate initiative on information management and information security. •Spent 14 years at Verizon Communications where, among several senior roles of increasing responsibility, he served as Senior Vice President and Chief Information Officer of Verizon Wireless, overseeing the IT function of the wireless carrier. | | | Additional Leadership Experience: •Director of Genpact, Ltd. (NYSE: G) (2025-present). •Director of Illumio, Inc. (a cyber security company) (2018-present). •Director of The Bank of New York Mellon Corporation (NYSE: BK) (2014-2019) and DocuSign, Inc. (NASDAQ: DOCU) (2014-2020), publicly listed in April 2018. •Proprietor of Blackbird Vineyards LLC (a wine company). | | | Key Qualifications: •Mr. Hinshaw’s tenure in leadership roles with global public companies in industries deeply rooted in technology provides him with insight and hands-on experience with the operations of large, complex organizations and expertise in both information technology and management, enabling him to effectively oversee Sysco management, especially with regard to the execution of business technology initiatives that are vital to maintaining our global distribution and supply chain network. •Mr. Hinshaw’s extensive public company board experience, provides him with valuable insight into corporate governance, sustainability and executive compensation matters. |

  34. NOMINEES FOR ELECTION AS DIRECTORS

    | 18 | SYSCO CORPORATION // 2025 Proxy Statement |

  35. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  36. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 52 Director since: February 2020 Chair of the Board since: April 2024 Committees: •Executive (Chair) | KEVIN P. HOURICAN | | | Executive Experience: •CEO of the Company (2020-present), and Chair of the Board (2024-present). He has served as a member of Sysco’s Board since 2020. Leading the Company’s large-scale, customer-focused and growth-related transformation, aimed at further improving the way Sysco supports its customers and accelerating profitable sales growth. Since Mr. Hourican joined Sysco, the Company’s focus on elevating customer experience, expanding our specialty distribution reach, and penetrating new international markets has resulted in consistent market share gains and record-breaking financial performance. •Executive Vice President of CVS Health Corporation, a premier health innovation company, and President of CVS Pharmacy, overseeing CVS Health’s $85 billion retail business, including 9,900 retail stores and over 200,000 employees, as well as merchandising, marketing, supply chain, real estate, front store operations, pharmacy growth, pharmacy clinical care and pharmacy operations. •Held executive leadership roles at Macy’s prior to joining CVS Health. | | | Additional Leadership Experience: •Director of Tapestry, Inc. (NYSE: TPR) (2024-present). •Member of the Wall Street Journal CEO Council (2020-present) and the Business Roundtable (2020-present). | | | Key Qualifications: •Mr. Hourican’s various operations and management positions within CVS Health and Macy’s and his experience at Sysco, demonstrates his extensive experience and knowledge in the areas of executive leadership and management, corporate strategy development, distribution and supply chain management, merchandising and marketing. •The Governance Committee and the Board believe that it is appropriate and beneficial to Sysco to have its CEO serve as management’s voice on the Board. |

  37. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 60 Director since: August 2024 Committees: •Audit •Sustainability | ROBERTO MARQUES | | | Executive Experience: •Director, then Executive Chairman and CEO of Natura & Co. Holdings SA, a Brazilian global personal care cosmetic company (2016-2022). •Executive Vice President and President, North America at Mondelēz International Inc. (2015-2017). •Various global and senior executive positions for over 25 years at Johnson & Johnson in Latin America, North America and European regions. | | | Additional Leadership Experience and Service: •Director of Galderma Group AG (2025-present). •Director of Alcoa Corporation (NYSE: AA) (2023-present). •Director of We Mean Business Coalition, a global non-profit organization supporting businesses on climate change actions (2023-present). •Member on Board of the United States Tennis Association Foundation (2017-present). •Serves as a Senior Advisor of Bain & Company Consulting (2024-present) •Served on the board of the United Nations Global Compact (2019-2023). •Senior Advisor of the Carlyle Group (2023-2024). | | | Key Qualifications: •During his tenure at Natura, a purpose-driven cosmetic group, Mr. Marques established a unique direct to customer, omnichannel experience with a strong digital/e-commerce platform in a relationship selling model. Mr. Marques gained deep expertise in sustainability while at Natura and through his service on the board of the We Mean Business Coalition as well as past roles with the United Nations Global Compact Board and the World Economic Forum. •Mr. Marques’s tenure as Executive Vice President and President for North America at Mondelēz International, a company that globally markets snacking brands from Kraft, Nabisco, Cadbury, among others, provides him with deep, global foodservice experience. •Mr. Marques’s experience during his more than 25 years at Johnson & Johnson, provides him with deep expertise mainly in Consumer Global managing roles, with sales, marketing, and supply chain operations. |

  38. NOMINEES FOR ELECTION AS DIRECTORS

    | SYSCO CORPORATION // 2025 Proxy Statement | 19 |

  39. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Nominees for Election as Directors at the Annual Meeting

  40. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 67 Director since: January 2022 Committees: •Compensation and Leadership Development (Chair) •Corporate Governance & Nominating | ALISON KENNEY PAUL | | | Executive Experience: •Managing Director, Global Alliances of Google, Inc. (2021-present). •Vice Chairman and Leader of the U.S. Retail and Wholesale Distribution practice at Deloitte (2008-2021), and as a Senior Manager in the Consumer and Retail Industry focusing on Strategy and Operations (2002-2008). | | | Additional Leadership Experience and Service: •President Elect/Vice President of the International Women's Forum, SoCal Membership Committee (2025- present). •Member of the National Board of Girls, Inc., (2017-2024). Girls, Inc. is a not-for-profit organization serving over 150 thousand girls ages 6 to 18 each year and the National Retail Federation Board (2013-2018). •Served as a member of Deloitte's Nominating Committee (2020-2021). •Co-Founder and President of the CPG/Retail industry organization Network of Executive Women (2003-2013). | | | Key Qualifications: •Ms. Paul’s career at both corporations and a professional services firm, as well as early- and mid-stage startups, provides her with extensive experience in the areas of executive leadership, finance, corporate governance, human resources, talent management, global operations, marketing, sales and merchandising, strategy development and digital technology and cybersecurity. •Ms. Paul’s leadership of a global technology-driven team and her years of experience advising leading consumer product industry companies on business development, strategic, and marketing initiatives position her to deliver insightful guidance to the Board and management team on Sysco’s strategic growth initiatives. |

  41. NOMINEES FOR ELECTION AS DIRECTORS

    | Age: 72 Director since: September 2017 Committees: •Corporate Governance and Nominating •Sustainability •Executive •Technology (Chair) | SHEILA G. TALTON | | | Executive Experience: •President and CEO of Gray Matter Analytics, a firm focused on data analytics consulting services in the healthcare industry (2013-present). •President and CEO of SGT Ltd., a firm that provides strategy and technology consulting services in the financial services, healthcare and technology business sectors (2011-2013). •Vice President, Office of Globalization, for Cisco Systems, Inc. (2008-2011). •Held other leadership positions at Cisco Systems, Inc., Electronic Data Systems Corporation and Ernst & Young, LLP. | | | Additional Leadership Experience: •Director of Deere & Company (NYSE: DE) (2015-present). •Director of OGE Energy Corp. (NYSE: OGE) (2013-present). •Board member of Chicago’s Northwestern Hospital Foundation, the Chicago Shakespeare Theater and the Chicago Urban League (2001-present). | | | Key Qualifications: •Ms. Talton’s extensive experience in executive leadership roles within the information technology system and cybersecurity industries, provides her with a valuable perspective on Sysco’s business technology initiatives and the Board’s approach to privacy and cybersecurity risk oversight. •Ms. Talton’s service as an independent director for multiple public companies since 2010, provides her with extensive experience in executive compensation, corporate governance, risk management and audit and finance matters. |

  42. NOMINEES FOR ELECTION AS DIRECTORS

    How to Contact the Board Stockholders and other interested parties may communicate with the Chair of the Board, the Lead Independent Director, the independent directors as a group, and the other individual members of the Board by confidential online submission or by mail. All appropriate correspondence will be delivered to the parties to whom they are addressed. Items unrelated to the duties and responsibilities of the Board, such as product inquiries and complaints, job inquiries, business solicitations, and junk mail will not be forwarded. You may access the form to communicate by confidential online submission on Sysco’s website at www.sysco.com under “Investors — Corporate Governance — Contact the Board.” You may contact any of our directors by mail in care of the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077.

  43. NOMINEES FOR ELECTION AS DIRECTORS

    | 20 | SYSCO CORPORATION // 2025 Proxy Statement |

  44. NOMINEES FOR ELECTION AS DIRECTORS

    BOARD OF DIRECTORS MATTERS Board Refreshment

  45. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  46. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Semler Brossy Consulting Group LLC (“Semler Brossy”) 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 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 when the Chair of the Governance Committee believed their expertise would be beneficial to the committee’s discussions. Sysco uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. Directors who are also Sysco employees, such as Mr. Hourican, do not receive additional compensation for serving on the Board or any of its committees. Non-employee directors receive the following amounts: •Annual cash retainer — $110,000, paid in quarterly installments; •Additional cash retainer for committee chairs (paid in quarterly installments): •Audit Committee — $30,000; •CLD Committee — $20,000; •Governance Committee — $20,000; •Sustainability Committee — $20,000; and •Technology Committee — $20,000; •Annual grant of restricted stock — valued at $210,000 and vests in full on the first anniversary of the grant date; and •Lead Independent Director additional cash retainer - $100,000. See “Equity-Based Awards to Non-Employee Directors” below for a description of the plan under which the restricted stock was granted, and the “Fiscal Year 2025 Director Compensation” table below for detailed compensation information for fiscal year 2025 for each person who served as a non-employee director. Reimbursement of Expenses Non-employee directors are entitled to reimbursement of expenses related to their service as a director, including committee participation or special assignments. Travel reimbursements may include reimbursement of a portion of the cost of non-commercial air travel in connection with Sysco business, subject to specified maximums. Non-employee directors may not be reimbursed for amounts related to the purchase price of an aircraft or fractional interest in an aircraft, and any portion of the reimbursement that relates to insurance, maintenance and other non-incremental costs is subject to an annual cap. Non-employee directors also receive discounts on products carried by the Company and its subsidiaries comparable to the discounts offered to all Sysco employees.

  47. DIRECTOR COMPENSATION

    | SYSCO CORPORATION // 2025 Proxy Statement | 31 |

  48. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Equity-Based Awards to Non-Employee Directors

  49. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    FISCAL YEAR 2025 DIRECTOR COMPENSATION The following table provides compensation information for fiscal year 2025 for each of our directors who served for any part of the fiscal year, other than Mr. Hourican, who did not receive any compensation for his fiscal year 2025 Board service, other than the compensation for services as an employee that is disclosed elsewhere in this Proxy Statement. See “Executive Compensation – Summary Compensation Table” below for details regarding the executive officer compensation earned by Mr. Hourican for fiscal year 2025:

  50. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | Other Compensation ($)(6) | Total ($) | | Daniel J. Brutto | 130,000 | 209,963 | — | — | 339,963 | | Francesca DeBiase | 110,000 | 209,963 | — | — | 319,963 | | Ali Dibadj | 110,000 | 209,963 | — | — | 319,963 | | Larry C. Glasscock | 210,000 | 209,963 | — | — | 419,963 | | Jill M. Golder | 110,000 | 209,963 | — | — | 319,963 | | Bradley M. Halverson | 140,000 | 209,963 | — | — | 349,963 | | John M. Hinshaw | 130,000 | 209,963 | — | — | 339,963 | | Roberto Marques(7) | 110,000 | 209,963 | — | — | 319,963 | | Alison Kenney Paul | 130,000 | 209,963 | — | — | 339,963 | | Sheila G. Talton | 130,000 | 209,963 | — | — | 339,963 |

  51. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    (1)Includes retainer fees, including any retainer fees for which the non-employee director has elected to receive shares of Common Stock in lieu of cash and fees for the fourth quarter of fiscal year 2025 that were paid at the beginning of fiscal year 2026. Although we credit shares to a director’s account each quarter, the elected shares are not actually issued until the end of the calendar year, unless the director’s service as a member of the Board terminates earlier. The number of shares of Common Stock actually credited to each non-employee director’s account in lieu of cash during fiscal year 2025, which are reported in the column entitled “Stock Awards” above, was as follows: 347 shares for Mr. Brutto; 1,451 shares for Mr. Dibadj; 1,382 shares for Mr. Glasscock; and 220 shares for Ms. Paul. Messrs. Halverson, Hinshaw and Marques and Mses. DeBiase, Golder and Talton did not elect to receive any shares in lieu of their cash retainer fees. Directors may choose to defer receipt of the elected shares described in this footnote under the 2009 Stock Deferral Plan. The number of elected shares of Common Stock deferred by each non-employee director during fiscal year 2025 (which are included in the elected shares described above) was as follows: Mr. Glasscock (1,382 shares). To the extent that cash dividends are paid on our Common Stock, each non-employee director also receives the equivalent amount of the cash dividend credited to his or her account with respect to all elected shares that are deferred. If the director has chosen to defer the receipt of any shares, such shares will be credited to the director’s account and issued on the earliest to occur of the “in-service” distribution date elected by the director (which will be at least one year following the

  52. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    | SYSCO CORPORATION // 2025 Proxy Statement | 33 |

  53. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Fiscal Year 2025 Director Compensation end of the plan year in which the shares would otherwise have been distributed to the director), the death of the director, the date on which the director ceases to be a director of the Company, a change of control of Sysco, or the date on which the director applies and qualifies for a hardship withdrawal. (2)For fiscal year 2025, the Board, upon the recommendation of the Governance Committee, determined that it would grant approximately $210,000 in equity incentives to each of the non-employee directors. Therefore, on November 15, 2024, the Board granted to each of the non-employee directors 2,801 shares of restricted stock valued at $74.96 per share, the closing price of Common Stock on the NYSE on November 14, 2024. These awards were granted under the 2018 Omnibus Incentive Plan and vest in full on the first anniversary of the grant date. The amounts in this column reflect the grant date fair value of the awards computed in accordance with ASC 718, “Share-Based Compensation — Non-Employee Director Awards”. See Note 18 of the consolidated financial statements in Sysco’s Annual Report on Form 10-K for the fiscal year ended June 28, 2025, regarding assumptions underlying valuation of equity awards. The value of any elected shares is included in the column entitled “Fees Earned or Paid in Cash,” as described in footnote (1) above. See “Equity-Based Awards to Non- Employee Directors” above for a more detailed description. Although we credit elected shares to a director’s account each quarter, the shares are not actually issued until the end of the calendar year, unless the director’s service as a member of the Board of Directors terminates. Pursuant to the 2009 Stock Deferral Plan, non-employee directors may choose to defer receipt of the shares to be issued in connection with the annual restricted stock award. Messrs. Glasscock and Hinshaw and Ms. DeBiase deferred receipt of the 2,801 shares of restricted stock. To the extent that cash dividends are paid on our Common Stock, each non-employee director also receives the equivalent amount of the cash dividend credited to his or her account with respect to all deferred restricted stock awards in the form of stock units. A director may elect an “in-service” distribution date for deferrals that is at least one year following the end of the plan year in which the shares would otherwise have been distributed to the director. Otherwise, distributions occur upon the earlier of the death of the director, the date on which the director ceases to be a director of the Company, or a change of control of Sysco, unless the director applies and qualifies for a hardship withdrawal. (3)The aggregate number of unvested stock awards held by each director listed in the table above, as of June 28, 2025, was as follows, and none of the directors shown in the table had options outstanding as of June 28, 2025:

  54. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    | | Aggregate Unvested Stock Awards Outstanding as of June 28, 2025 | | Daniel J. Brutto | 2,801 | | Francesca DeBiase | 2,801 | | Ali Dibadj | 2,801 | | Larry C. Glasscock | 2,801 | | Jill M. Golder | 2,801 | | Bradley M. Halverson | 2,801 | | John M. Hinshaw | 2,801 | | Roberto Marques | 2,801 | | Alison Kenney Paul | 2,801 | | Sheila G. Talton | 2,801 |

  55. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    The unvested stock awards for each non-employee director listed in the table immediately above relate to restricted stock awards granted in November 2024 that vest in November 2025. (4)None of the directors shown in the table received option grants with respect to his or her service as an independent director during fiscal year 2025. (5)We do not provide a define benefit or actuarial pension plan for the non-employee directors and the Directors Deferred Compensation Plan does not provide above-market or preferential earnings. (6)The total value of all perquisites and personal benefits received by each of the non-employee directors was less than $10,000. (7)Mr. Marques was elected to the Board on August 15, 2024.

  56. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    | 34 | SYSCO CORPORATION // 2025 Proxy Statement |

  57. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    | Item 2 | Advisory Vote to Approve Executive Compensation | | | | | The Board of Directors unanimously recommends a vote FOR the approval of the compensation paid to Sysco’s named executive officers. |

  58. FISCAL YEAR 2025 DIRECTOR COMPENSATION

    We are requesting our stockholders to provide advisory approval for the compensation of our Named Executive Officers (NEOs), as detailed in this Proxy Statement, in accordance with Section 14A and Rule 14a-21(a) of the Exchange Act of 1934, as amended (the “Exchange Act”). This vote, often referred to as the “Say on Pay” proposal, offers our stockholders an opportunity to express their views on Sysco’s executive compensation programs and to ensure that the compensation of our NEOs is aligned with our financial performance. Although this vote is non-binding, the Board and the CLD Committee highly value stockholder feedback and take the results into consideration when making decisions regarding executive compensation. Sysco’s executive compensation programs are designed to attract and retain top-performing executives while aligning their interests with those of our stockholders. We seek to balance pay-for-performance objectives with retention, ensuring that our compensation programs remain competitive in relation to Sysco’s financial performance and in comparison to our peer group. Based on the information provided in this Proxy Statement, the Board of Directors requests your approval of the following advisory resolution: RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables, and narrative discussion, is hereby APPROVED.

  59. FISCAL YEAR 2026 EXECUTIVE COMPENSATION

    FISCAL YEAR 2026 EXECUTIVE COMPENSATION Annual Incentive Plan On July 31, 2025, the CLD Committee approved the AIP targets and performance metrics for the NEOs. AIP Incentive payments will be calculated based on the following: (i) 70% on financial measures (i.e., 45% tied to operating income and 25% tied to sales revenue); and (ii) 30% on SBOs (i.e., 15% tied to USB cost per piece and 15% tied to local case growth). The AIP offers a payout range from 0% to 200%, depending on performance compared to the pre-established targets. The maximum opportunity under the AIP is 200% of an NEO’s target opportunity, subject to adjustments based on individual performance. If performance for any component is below threshold, no payment will be made for that component. Overall payouts will be further adjusted based on the NEO’s performance against individual objectives, as determined by the CLD Committee. Adjustments can range from zero payout for performance well below target a maximum total payout of 200%. Long-Term Incentive Plan The CLD Committee also approved the fiscal year 2026 long-term incentive plan awards pursuant to the 2018 Omnibus Incentive Plan, comprised of PSUs (50%), RSUs (30%) and stock options (20%) of the target long-term incentive plan opportunity. PSUs. PSUs are awarded based on performance aggregated over a three year performance period and are tied to the following: •Earnings Per Share (37.5%): Based on targeted incremental growth in adjusted earnings per share; •Return on Invested Capital (37.5%): Based on achieving targeted growth in return on invested capital; and •Revenue Growth (25%): Based on achieving targeted revenue growth Each PSU represents the right to receive one share of Common Stock at the target level. The number of shares ultimately to be earned depends on the achievement of the specific performance measures, with payouts ranging from 0% to 200% of the target. Additionally, the total number of shares earned is subject to adjustment based on Sysco’s TSR relative to S&P 500 companies over the performance period. The TSR adjustment may decrease the shares earned by 25% or increase the shares earned by 25%. If achieved, dividend equivalents will accrue during the performance period and are paid in cash or shares, at the discretion of the CLD Committee, following certification of the Company’s performance. RSUs. Each RSU provides the NEO with the right to receive one share of Common Stock, vesting in three equal, annual installments. Stock Options. The stock options have a 10-year expiration period and vest in three equal, annual installments.

  60. STOCK-RELATED POLICIES

    STOCK-RELATED POLICIES Policies and Practices for Granting Certain Equity Awards The CLD Committee approves all equity award grants to our NEOs on or before the grant date, and the CLD Committee or the Board has delegated to management the authority to grant such awards to certain non-NEO employees. The CLD Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs. Accordingly, annual equity awards are typically determined, reviewed and approved at the first CLD Committee meeting of the fiscal year. These grants are then made effective shortly thereafter during a scheduled open trading window. On occasion, the CLD Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the CLD Committee has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, the CLD Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  61. STOCK-RELATED POLICIES

    COMPENSATION DISCUSSION AND ANALYSIS Stock-Related Policies Ownership Guidelines The Board has implemented stock ownership guidelines to align the interests of senior management with those of our stockholders. These guidelines require NEOs and other senior management members to hold a specified amount of shares of Sysco Common Stock. For the purposes of determining compliance with the stock ownership guidelines, stock is defined as directly owned Sysco common stock and RSUs. Individuals have five years from their appointment date to reach their designated minimum stock ownership levels. Stock ownership thresholds are determined based on each NEO's base salary and level of responsibility. A review by Semler Brossy confirmed that our stock ownership guidelines are competitive within our executive compensation peer group. To monitor adherence, the Board reviews stock ownership status of each NEO during all regular meetings. NEOs who fail to meet the required ownership levels must retain 25% of the net shares from stock option exercises and 75% of net shares acquired from the vested RSUs and PSUs.

  62. AND OTHER INFORMATION

    AND OTHER INFORMATION Employment and Severance Agreements Each of our NEOs is entitled to receive specific compensation under certain circumstances following the termination of their employment. While a significant portion of their compensation is performance based, the CLD Committee has determined that offering severance and change in control benefits is essential to: (i) attract and retain executive talent in a competitive market;

  63. AND OTHER INFORMATION

    COMPENSATION DISCUSSION AND ANALYSIS Executive Compensation Governance and Other Information (ii) avoid lengthy and contentious negotiations or disputes; and (iii) ensure, in the event of an actual or threatened change in control of Sysco, that personal concerns do not interfere with strategic decisions that may be in the best interests of our stockholders. The severance benefits described below are contingent upon the NEO: (i) executing a legally enforceable general release and waiver of claims in favor of Sysco; and (ii) complying with the Protective Covenants Agreement, which includes confidentiality, non-disparagement, and restrictions on competition and solicitation of Sysco employees, vendors, and customers for a period of two years following the NEO's departure from Sysco. Mr. Hourican Pursuant to the letter agreement dated January 10, 2020, (the “CEO Offer Letter”), Mr. Hourican is eligible for severance payments and benefits if his employment is terminated without “Cause” or if he resigns for “Good Reason” (as defined in the CEO Offer Letter). Non-Change in Control Termination. If Mr. Hourican’s termination does not occur upon, or within two years following a “Change in Control” (as defined in the 2018 Omnibus Incentive Plan), Mr. Hourican will be entitled to receive: •An amount equal to two times the sum of his annual base salary and his target AIP opportunity; •A pro-rated AIP award calculated based on the actual performance for such performance period, paid at the same time as other Sysco executives; and •Continuation of health, dental, and vision coverage at active employee rates for 24 months. Change in Control Termination. If Mr. Hourican’s termination occurs as a result of, or within two years following, a Change in Control, Mr. Hourican will be entitled to: •An amount equal to three times the sum of his annual base salary and his target AIP opportunity; •A pro-rated AIP award calculated based on the actual performance for such performance period, paid at the same time as other Sysco executives; and •Continuation of health, dental, and vision coverage continuation at active employee rates for 36 months. Messrs. Bertrand, Cheung, Peck, and Phillips Effective July 2020, the CLD Committee implemented standardized forms of severance agreements for executive vice presidents (the “Severance Agreements”) to specify the benefits to which they are entitled to receive upon termination. Non-Change in Control Termination. If an NEO’s employment is terminated without “Cause” or such NEO resigns for “Good Reason” (as defined in the Severance Agreements), and the termination does not constitute a “Change in Control” (as defined in the 2018 Omnibus Incentive Plan), the NEOs will be entitled to receive: •An amount equal to two times annual base salary; •A pro-rated AIP award calculated based on the actual performance for such performance period, paid at the same time as other Sysco executives; and •Reimbursement of any premiums paid by the NEO under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) in excess of the active employee rates to maintain their health benefits for a period of 18 months; and •Outplacement services for a period of up to 12 months. Change in Control Termination. If the termination of employment occurs upon, or within two years following, the effectiveness of a Change in Control, the NEO will be entitled to receive: •An amount equal to two times the sum of annual base salary and their target AIP opportunity; •A pro-rated AIP award calculated based on the actual performance for such performance period, paid at the same time as other Sysco executives; •Reimbursement of any premiums paid by the NEO under COBRA in excess of the active employee rates to maintain their health benefits for a period of 18 months; and •Outplacement services for a period of up to 12 months.

  64. AND OTHER INFORMATION

    COMPENSATION DISCUSSION AND ANALYSIS Executive Compensation Governance and Other Information Change in Control Provisions Sysco’s change in control provisions use a “double trigger” mechanism, requiring two conditions to be met for accelerated vesting of equity-based awards: (i) a change in control; and (ii) the NEO’s termination without “cause” or resignation for “good reason” within 12 months before or 24 months after the change in control. The CLD Committee has included similar provisions in the MSP, the SERP, and the EDCP, which provide for a reduction in benefits if they exceed the deductible limits under Section 280G of the Internal Revenue Code (the "Code"). Relocation Expenses The CLD Committee has implemented a policy on executive relocation expense reimbursements for all NEOs, aligning with corporate governance best practices. The policy prohibits reimbursing any losses incurred from the sale of a residence related to the relocation, and requires repayment of relocation expenses if the NEO’s employment ends within a specified period except in the cases of death, disability, a change in control, or termination without cause or for good reason. Employee Benefits Sysco offers a comprehensive employee benefits package to eligible employees, including NEOs, which includes a 401(k) retirement savings plan, an employee stock purchase plan, group life insurance, and other health and welfare benefit plans. While NEOs have access to the same health and welfare benefits as other employees, their medical coverage contributions premiums are based on salary levels resulting in higher contributions than other employees. For the 401(k) plan, Sysco contributes 3% of an employees’ eligible earnings, regardless of whether the employee makes their own contributions, and matches $0.50 for every dollar contributed by the employee on the first 6% of eligible earnings. Sysco also maintains a pension plan, closed to non-union participants since December 31, 2012, with Mr. Bertrand as the only current NEO participant. Perquisites The CLD Committee supports providing limited perquisites for NEOs in alignment with Sysco’s compensation philosophy. In addition to the standard benefits available to all employees, NEOs are eligible for supplementary benefits, which include additional life insurance, accidental death and dismemberment (AD&D) insurance, long-term care insurance and reimbursement for the cost of an annual comprehensive wellness examination. Mr. Hourican is also entitled to receive additional benefits outlined in his offer letter. These include reimbursement for tax and financial planning services, as well as security monitoring services. Furthermore, based on the findings of an independent, third- party security assessment commissioned by the CLD Committee, and in the interest of ensuring Mr. Hourican’s safety and security, the CLD Committee has approved the provision of safety and security measures, including Mr. Hourican’s use of company- provided aircraft for limited personal travel, subject to a maximum incremental cost that was pre-established by the CLD Committee, and usage of a secure company-provided vehicle, along with a professional driver for commuting. The incremental costs incurred by Sysco for these benefits have been determined to be necessary for Mr. Hourican’s personal safety and security. These benefits are disclosed in the “All Other Compensation” column of the Summary Compensation Table. The CLD Committee continually evaluates these benefits to ensure they remain appropriate and aligned with Sysco’s overall executive compensation philosophy. Section 409A of the Internal Revenue Code Section 409A of the Code imposes specific regulations on deferred compensation arrangements, focusing on the timing of payments, the election of deferrals, and the restrictions on the acceleration of payments. Although Sysco does not guarantee exemption from, or compliance with Section 409A, we have designed our executive compensation programs with the intention that they are exempt from, or otherwise comply with, the requirements of Section 409A.

  65. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information with respect to compensation for each NEO for the three prior fiscal years.

  66. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Kevin P. Hourican Chair of the Board and Chief Executive Officer | 2025 | 1,392,308 | — | 10,086,901 | 2,499,989 | 1,616,000 | — | 633,401 | 16,228,599 | | | 2024 | 1,341,760 | — | 9,430,664 | 2,399,982 | 2,221,000 | — | 204,844 | 15,598,250 | | | 2023 | 1,296,438 | — | 7,775,318 | 3,299,985 | 1,762,976 | — | 206,303 | 14,341,020 | | Kenny K. Cheung(7) Executive Vice President and Chief Financial Officer | 2025 | 823,538 | — | 2,511,584 | 622,481 | 683,000 | — | 88,637 | 4,729,240 | | | 2024 | 784,139 | — | 2,012,590 | 512,194 | 742,000 | — | 254,080 | 4,305,003 | | | 2023 | 159,288 | 600,000 | 1,686,062 | 745,859 | 144,406 | — | 33,760 | 3,369,375 | | Greg D. Bertrand Executive Vice President and Global Chief Operating Officer | 2025 | 859,154 | — | 2,785,520 | 690,388 | 855,000 | 39,688 | 117,811 | 5,347,561 | | | 2024 | 824,924 | — | 2,311,492 | 586,587 | 1,141,000 | 17,650 | 103,082 | 4,984,735 | | | 2023 | 749,025 | — | 1,745,800 | 740,980 | 848,808 | 9,906 | 147,950 | 4,242,469 | | Thomas R. Peck, Jr. Executive Vice President, Chief Information and Digital Officer | 2025 | 760,385 | — | 3,718,003 | 535,498 | 504,000 | — | 57,181 | 5,575,067 | | | 2024 | 726,354 | — | 2,029,257 | 514,479 | 687,000 | — | 55,877 | 4,012,967 | | | 2023 | 678,480 | — | 1,448,101 | 614,607 | 645,847 | — | 56,899 | 3,443,934 | | Ronald L. Phillips(7) Executive Vice President and Chief Human Resources Officer | 2025 | 703,846 | — | 1,709,061 | 423,600 | 467,000 | — | 86,625 | 3,390,132 | | | 2024 | 682,363 | — | 1,635,867 | 415,180 | 646,000 | — | 80,620 | 3,460,030 |

  67. SUMMARY COMPENSATION TABLE

    (1)The salary amounts reflect the actual base salary payments earned by the NEOs in the applicable fiscal year. (2)The amounts in this column represent the sum of RSUs and PSUs awarded at a grant date fair value of $76.54 for the August 2024 awards, in all cases computed in accordance with ASC 718. Stock awards were granted on August 21, 2024, to each of our NEOs. A supplemental stock award was granted to Mr. Peck on February 26, 2025. See "Compensation Discussion and Analysis - What We Paid - Compensation Arrangement for Mr. Peck" above for further discussion on these grants. The values reflected in the table above include the grant date fair value of RSUs, and the grant date fair value of the PSUs at target performance. The grant date fair values of RSUs granted in fiscal year 2025 and of PSUs granted in fiscal year 2025 if target performance and maximum performance is achieved are as follows:

  68. SUMMARY COMPENSATION TABLE

    | | | Performance Share Units | | | | Restricted Stock Units ($) | Target ($) | Maximum ($) | | Kevin P. Hourican | 3,782,607 | 6,304,294 | 12,608,588 | | Kenny K. Cheung | 941,825 | 1,569,759 | 3,139,518 | | Greg D. Bertrand | 1,044,541 | 1,740,979 | 3,481,958 | | Thomas R. Peck, Jr. | 810,176 | 2,907,827 | 5,815,654 | | Ronald L. Phillips | 640,869 | 1,068,192 | 2,136,384 |

  69. SUMMARY COMPENSATION TABLE

    The fair value of these PSUs is determined based on the closing price of our Common Stock on the last business day before the grant date. Compensation expense is recognized over the period an NEO is required to provide service based on the estimated vesting of the PSUs granted. See the Grants of Plan-Based Awards table below for more information on the stock awards granted in fiscal year 2025. (3)The amounts in this column represent the aggregate grant date fair value of stock options granted during each year. We estimated the fair value of each stock option award using a Black-Scholes pricing model, modified for dividends and using the following assumptions: risk- free interest rate of 1.07%; expected dividend yield of 2.58%; expected share price volatility of 26.61%; and expected term of 6.6 years. We did not assume any option exercises or risk of forfeiture during the expected option life in determining the valuation of the option awards. Had we done so, such assumptions could have reduced the reported grant date value. The actual value, if any, an NEO may realize upon exercise of options will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, the value realized, if any, may not be at or near the value estimated by the Black-Scholes model.

  70. SUMMARY COMPENSATION TABLE

    | SYSCO CORPORATION // 2025 Proxy Statement | 51 |

  71. SUMMARY COMPENSATION TABLE

    EXECUTIVE COMPENSATION Summary Compensation Table (4)The amounts in this column with respect to fiscal year 2025 reflect cash awards to the eligible NEOs pursuant to awards under the AIP in fiscal year 2025, which were determined by the CLD Committee at its July 31, 2025 meeting and, to the extent not deferred by the NEO, paid shortly thereafter. (5)The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect above-market interest on amounts in the EDCP and the MSP, and the actuarial change in the present value of the NEOs’ benefits under all pension plans established and maintained by Sysco, determined using interest rate and mortality rate assumptions consistent with those used in Sysco’s financial statements. The pension plan amounts, some of which may not be currently vested, include: (i) changes in pension plan value; and (ii) changes in the value of benefits under the SERP. Active service-based accruals under the pension plan and the SERP ceased when each of those programs was frozen. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the pension plan and/or the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to the actuarial assumptions. To the extent that any such aggregate change in the actuarial present value of an NEO’s accumulated benefit under the pension plan and/or the SERP was a decrease, this decrease is not reflected in the amounts shown in the “All Other Compensation” column above or the “Total” column in the table below. The following table shows for Mr. Bertrand, our only NEO participant, the change in the actuarial present value for the pension plan and for the SERP, as well as the above-market interest on amounts in the EDCP and MSP for fiscal year 2025:

  72. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Plan Value ($) | Change in SERP Value ($) | Above-Market Interest on Deferred Compensation ($) | Total ($) | | Greg D. Bertrand | 32,670 | (81,664) | 7,018 | 39,688 |

  73. SUMMARY COMPENSATION TABLE

    (6)Fiscal year 2025 amounts reported in the “All Other Compensation” column include the following:

  74. SUMMARY COMPENSATION TABLE

    | Name | Perquisites, Other Personal Benefits and Tax Reimbursement ($)(a) | 401(k) Plan Employer Contribution ($)(b) | MSP Employer Contribution ($)(c) | | Kevin P. Hourican | 417,260 | 21,658 | 194,483 | | Kenny K. Cheung | 3,634 | 20,850 | 64,153 | | Greg D. Bertrand | 3,634 | 15,675 | 98,502 | | Thomas R. Peck, Jr. | 3,744 | 20,850 | 32,587 | | Ronald L. Phillips | 5,937 | 20,850 | 59,838 |

  75. SUMMARY COMPENSATION TABLE

    (a)The amount shown in this column consists of perquisite amounts over $10,000, which includes a financial advisor reimbursement for Mr. Hourican in the amount of $15,000, use of company-provided aircraft for limited personal travel in the amount of $185,959, and the provision of certain security services, including usage of a secure company-provided vehicle, along with a professional driver for commuting in the amount of $212,072. (b)The amount shown for each NEO reflects amounts contributed by us to the Sysco 401(k) plan during fiscal year 2025. (c)The amount shown for each NEO reflects amounts contributed by us to the Sysco MSP during fiscal year 2025. (7)Mr. Phillips became a NEO in fiscal year 2024; consequently, the Summary Compensation Table includes only two years of compensation information.

  76. SUMMARY COMPENSATION TABLE

    | 52 | SYSCO CORPORATION // 2025 Proxy Statement |

  77. SUMMARY COMPENSATION TABLE

    EXECUTIVE COMPENSATION Grants of Plan-Based Awards

  78. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information on annual incentive award opportunities, PSUs, RSUs, and stock options under our 2018 Omnibus Incentive Plan granted to the NEOs during the prior fiscal year.

  79. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin P. Hourican | 8/21/2024 | — | — | — | 41,183 | 82,366 | 164,732 | — | — | — | 6,304,294 | | | 8/21/2024 | — | — | — | — | — | — | 49,420 | — | — | 3,782,607 | | | 8/21/2024 | — | — | — | — | — | — | — | 130,140 | 76.54 | 2,499,989 | | | | 1,218,269 | 2,436,538 | 4,873,077 | — | — | — | — | — | — | — | | Kenny K. Cheung | 8/21/2024 | — | — | — | 10,254 | 20,509 | 41,018 | — | — | — | 1,569,759 | | | 8/21/2024 | — | — | — | — | — | — | 12,305 | — | — | 941,825 | | | 8/21/2024 | — | — | — | — | — | — | — | 32,404 | 76.54 | 622,481 | | | | 514,712 | 1,029,423 | 2,058,846 | — | — | — | — | — | — | — | | Greg D. Bertrand | 8/21/2024 | — | — | — | 11,373 | 22,746 | 45,492 | — | — | — | 1,740,979 | | | 8/21/2024 | — | — | — | — | — | — | 13,647 | — | — | 1,044,541 | | | 8/21/2024 | — | — | — | — | — | — | — | 35,939 | 76.54 | 690,388 | | | | 644,365 | 1,288,731 | 2,577,462 | — | — | — | — | — | — | — | | Thomas R. Peck, Jr. | 8/21/2024 | — | — | — | 8,821 | 17,642 | 35,284 | — | — | — | 1,350,319 | | | 8/21/2024 | — | — | — | — | — | — | 10,585 | — | — | 810,176 | | | 8/21/2024 | — | — | — | — | — | — | — | 27,876 | 76.54 | 535,498 | | | 2/26/2025 | — | — | — | 10,461 | 20,923 | 41,846 | — | — | — | 1,557,508 | | | | 380,192 | 760,385 | 1,520,769 | — | — | — | — | — | — | — | | Ronald L. Phillips | 8/21/2024 | — | — | — | 6,978 | 13,956 | 27,912 | — | — | — | 1,068,192 | | | 8/21/2024 | — | — | — | — | — | — | 8,373 | — | — | 640,869 | | | 8/21/2024 | — | — | — | — | — | — | — | 22,051 | 76.54 | 423,600 | | | | 351,923 | 703,846 | 1,407,692 | — | — | — | — | — | — | — |

  80. GRANTS OF PLAN-BASED AWARDS

    (1)Amounts represent the threshold, target, and maximum payout opportunities under the AIP for fiscal year 2025. These amounts are based on the individual’s base salary in effect at the end of each performance period, and pro-rated as applicable. (2)Amounts represent the threshold, target, and maximum payout opportunities pursuant to the fiscal year 2025-2027 PSUs. Amounts do not include accrued dividend equivalents. (3)Amounts represent time-based RSU awards. (4)Amounts represent stock options awards. (5)Reflects the exercise price for the stock options granted, equal to the closing price of our Common Stock on the preceding trading day. (6)We determined the following estimated grant date fair values for the options reported in the table above using a Black-Scholes pricing model: (i) options issued on August 21, 2024 of $19.21 per option. The assumptions underlying these option valuations are listed below:

  81. GRANTS OF PLAN-BASED AWARDS

    | | Volatility | Risk-Free Rate of Return | Dividend Yield at the Date of Grant | Expected Option Life | | Fiscal year 2025 | 26.61% | 1.07% | 2.58% | 6.6 years |

  82. GRANTS OF PLAN-BASED AWARDS

    We did not assume any option exercises or risk of forfeiture during the expected option life in determining the valuation of the option awards. Had we done so, such assumptions could have reduced the reported grant date value. The actual value, if any, an executive may realize upon exercise of options will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, the value realized, if any, may not be at or near the value estimated by the Black-Scholes model. We determined the estimated grant date fair value of the PSUs granted on (i) August 21, 2024 to be $76.54, per PSU, each being the closing price of our Common Stock on the last business day before the grant date, and assuming the target number of shares would be earned at the end of the three-year performance period. Grants of PSUs are reflected at target since actual shares to be received, if any, will be determined after the three-year performance period ending on July 3, 2027. The estimated grant date fair value of each of the RSUs reported in the table above is equal to the grant date fair value of the corresponding PSUs awarded on the same date and indicated in this footnote (6) above, in each case being the closing price of our Common Stock on the last business day before the grant date.

  83. GRANTS OF PLAN-BASED AWARDS

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  84. GRANTS OF PLAN-BASED AWARDS

    EXECUTIVE COMPENSATION Outstanding Equity Awards at Year-End

  85. OUTSTANDING EQUITY AWARDS AT YEAR-END

    OUTSTANDING EQUITY AWARDS AT YEAR-END The following table provides information on the stock option, RSU, and PSU grants held by each NEO as of June 28, 2025.

  86. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Kevin P. Hourican | August 2024 | — | — | — | — | 84,080(2) | 6,306,841 | | | August 2024 | — | — | — | — | 49,420(3) | 3,706,994 | | | August 2024 | — | 130,140(4) | 76.54 | 8/20/2034 | — | — | | | August 2023 | — | — | — | — | 84,175(5) | 6,313,967 | | | August 2023 | — | — | — | — | 32,064(6) | 2,405,121 | | | August 2023 | 41,623 | 83,246(7) | 73.53 | 8/9/2033 | — | — | | | August 2022 | — | — | — | — | 8,653(8) | 649,062 | | | August 2022 | 90,908 | 45,455(9) | 85.57 | 8/17/2032 | — | — | | | August 2021 | 181,268 | — | 76.94 | 8/18/2031 | — | — | | | August 2020 | 75,019 | — | 58.08 | 8/19/2030 | — | — | | | February 2020 | 303,030 | — | 76.27 | 2/11/2030 | — | — | | | February 2020 | 380,273 | — | 76.27 | 2/11/2030 | — | — | | Kenny K. Cheung | August 2024 | — | — | — | — | 20,936(2) | 1,570,409 | | | August 2024 | — | — | — | — | 12,305(3) | 922,998 | | | August 2024 | — | 32,404(4) | 76.54 | 8/20/2034 | — | — | | | August 2023 | — | — | — | — | 17,964(5) | 1,347,480 | | | August 2023 | — | — | — | — | 6,842(6) | 513,218 | | | August 2023 | 8,883 | 17,766(7) | 73.53 | 8/9/2033 | — | — | | | May 2023 | — | — | — | — | 17,348(10) | 1,301,273 | | | May 2023 | — | — | — | — | 2,188(11) | 164,122 | | | May 2023 | 23,963 | 11,982(12) | 73.39 | 5/10/2033 | — | — | | Greg D. Bertrand | August 2024 | — | — | — | — | 23,219(2) | 1,741,657 | | | August 2024 | — | — | — | — | 13,647(3) | 1,023,661 | | | August 2024 | — | 35,939(4) | 76.54 | 8/20/2034 | | — | | | September 2023 | — | — | — | — | 2,925(13) | 219,404 | | | September 2023 | — | — | — | — | 1,114(14) | 83,561 | | | September 2023 | 1,415 | 2,830(15) | 69.95 | 9/10/2033 | — | — | | | August 2023 | — | — | — | — | 17,849(5) | 1,338,853 | | | August 2023 | — | — | — | — | 6,799(6) | 509,993 | | | August 2023 | 8,827 | 17,653(7) | 73.53 | 8/9/2033 | — | — | | | August 2022 | — | — | — | — | 1,943(8) | 145,744 | | | August 2022 | 20,412 | 10,207(9) | 85.57 | 8/17/2032 | — | — | | | August 2021 | 41,358 | — | 76.94 | 8/18/2031 | — | — | | | August 2020 | 49,613 | — | 58.08 | 8/19/2030 | — | — | | | August 2019 | 75,929 | — | 72.80 | 8/20/2029 | — | — | | | August 2018 | 74,649 | — | 75.08 | 8/22/2028 | — | — | | | August 2017 | 79,918 | — | 51.22 | 8/24/2027 | — | — |

  87. OUTSTANDING EQUITY AWARDS AT YEAR-END

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  88. OUTSTANDING EQUITY AWARDS AT YEAR-END

    EXECUTIVE COMPENSATION Outstanding Equity Awards at Year-End

  89. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Thomas R. Peck, Jr. | February 2025 | — | — | — | — | 21,072(16) | 1,580,611 | | | August 2024 | — | — | — | — | 18,009(2) | 1,350,855 | | | August 2024 | — | — | — | — | 10,585(3) | 793,981 | | | August 2024 | — | 27,876(4) | 76.54 | 8/20/2034 | — | — | | | September 2023 | — | — | — | — | 3,334(13) | 250,083 | | | September 2023 | — | — | — | — | 1,270(14) | 95,263 | | | September 2023 | 1,613 | 3,225(15) | 69.95 | 9/10/2033 | — | — | | | August 2023 | — | — | — | — | 14,941(5) | 1,120,724 | | | August 2023 | — | — | — | — | 5,691(6) | 426,882 | | | August 2023 | 7,388 | 14,776(7) | 73.53 | 8/9/2033 | — | — | | | August 2022 | — | — | — | — | 1,611(8) | 120,841 | | | August 2022 | 16,931 | 8,466(9) | 85.57 | 8/17/2032 | — | — | | | August 2021 | 36,231 | — | 76.94 | 8/18/2031 | — | — | | | February 2021 | 30,532 | — | 76.14 | 2/10/2031 | — | — | | Ronald L. Phillips | August 2024 | — | — | — | — | 14,246(2) | 1,068,592 | | | August 2024 | — | — | — | — | 8,373(3) | 628,059 | | | August 2024 | — | 22,051(4) | 76.54 | 8/20/2034 | — | — | | | September 2023 | — | — | — | — | 1,987(13) | 149,045 | | | September 2023 | — | — | — | — | 756(14) | 56,708 | | | September 2023 | 962 | 1,922(15) | 69.95 | 9/10/2033 | — | — | | | August 2023 | — | — | — | — | 12,711(5) | 953,452 | | | August 2023 | — | — | — | — | 4,842(6) | 363,198 | | | August 2023 | 6,286 | 12,571(7) | 73.53 | 8/9/2033 | — | — | | | August 2022 | — | — | — | — | 1,376(8) | 103,214 | | | August 2022 | 14,463 | 7,232(9) | 85.57 | 8/17/2032 | — | — | | | August 2021 | 30,358 | — | 76.94 | 8/18/2031 | — | — |

  90. OUTSTANDING EQUITY AWARDS AT YEAR-END

    (1)The aggregate value, rounded to the nearest whole dollar, of each outstanding award of RSUs and PSUs is calculated using the closing price of our Common Stock on June 27, 2025, the last trading day of fiscal year 2025, of $75.01. (2)Represents the target number of shares of our Common Stock, rounded down to the nearest whole share, underlying the PSUs awarded to the NEO in August 2024 in connection with their annual LTIP award, as well as dividend equivalents that are expected to be paid in shares of Common Stock upon vesting of these PSUs. Each PSU represents the right to receive one share of Common Stock, at target levels, but the ultimate number of shares of Common Stock to be earned with respect to a participant’s PSUs will be determined at the end of the three-year performance period ending on July 3, 2027 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. See “Compensation Discussion and Analysis— What We Paid—Long Term Incentive Plan” above for further discussion of these PSUs. (3)These RSUs were awarded to the NEO in August 2024 in connection with their annual LTIP award. One-third of these RSUs vested on August 21, 2025, with the remainder vesting in equal installments on August 21, 2026 and 2027. See “Compensation Discussion and Analysis—What We Paid—Long Term Incentive Plan” above for further discussion of these RSUs. (4)These options were awarded to the NEO in August 2024 in connection with their annual LTIP award. One-third of these options vested on August 21, 2025, with the remainder vesting in equal installments on August 21, 2026 and 2027. See “Compensation Discussion and Analysis—What We Paid—Long Term Incentive Plan” above for further discussion of these options. (5)These PSUs, displayed at target, were awarded to the NEOs in August 2023 in connection with their annual LTIP award, as well as dividend equivalents that are expected to be paid upon vesting of these PSUs. PSUs will be determined at the end of the three-year performance period ending on June 27, 2026 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. (6)These RSUs were awarded to the NEOs in August 2023 in connection with their annual LTIP award. One-third of these RSUs vested on each of August 10, 2024 and 2025, with the remainder vesting on August 10, 2026.

  91. OUTSTANDING EQUITY AWARDS AT YEAR-END

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  92. OUTSTANDING EQUITY AWARDS AT YEAR-END

    EXECUTIVE COMPENSATION Option Exercises and Stock Vested (7)These options were awarded to the NEOs in August 2023 in connection with their annual LTIP award. One-third of these options vested on each of August 10, 2024 and 2025, with the remainder vesting on August 10, 2026. (8)These RSUs were awarded to the NEOs in August 2022 in connection with their annual LTIP award. One-third of these RSUs vested on each of September 1, 2023 and 2024, and 2025. (9)These options were awarded to the NEOs in August 2022 in connection with their annual LTIP award. One-third of these options vested on each of August 18, 2023 and 2024, and 2025. (10)These PSUs, displayed at target, were awarded to Mr. Cheung in May 2023 in connection with his appointment as Chief Financial Officer, as well as dividend equivalents that are expected to be paid upon vesting of these PSUs. PSUs will be determined at the end of the three-year performance period ending on June 28, 2025 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. (11)These RSUs were awarded to Mr. Cheung in May 2023 in connection with his appointment as Chief Financial Officer. One-third of these RSUs vested on each of June 1, 2024 and 2025, with the remainder vesting on June 1, 2026. (12)These options were awarded to Mr. Cheung in May 2023 in connection with his appointment as Chief Financial Officer. One-third of these options vested on each of May 11, 2024 and 2025, with the remainder vesting on May 11, 2026. (13)Represents the target number of shares of Common Stock, rounded down to the nearest whole share, underlying the PSUs awarded to the NEOs in September 2023 in connection with their expanded duties, as well as dividend equivalents that are expected to be paid in shares of Common Stock upon vesting of these PSUs. Each PSU represents the right to receive one share of Common Stock, at target levels, but the ultimate number of shares of Common Stock to be earned with respect to a participant’s PSUs will be determined at the end of the three-year performance period ending on June 27, 2026 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. (14)These RSUs were awarded to Messrs. Bertrand, Peck, and Phillips in September 2023 in connection with their expanded duties. One-third of these RSUs vested on each of September 11, 2024 and 2025, with the remainder vesting on September 11, 2026. (15)These options were awarded to Messrs. Bertrand, Peck, and Phillips in September 2023 in connection with their expanded duties. One-third of these options vested on each of September 11, 2024 and 2025, with the remainder vesting on September 11, 2026. (16)These PSUs were awarded to Mr. Peck as a supplemental stock award inn February 26, 2025. See "Compensation Discussion and Analysis - What We Paid - Compensation Arrangement for Mr. Peck" above for further discussion on these grants.

  93. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to aggregate option exercises and the vesting of stock awards during the prior fiscal year for each of the NEOs.

  94. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kevin P. Hourican | — | — | 72,884 | 5,729,858 | | Kenny Cheung | — | — | 15,417 | 1,204,189 | | Greg D. Bertrand | 43,750 | 1,075,375 | 16,753 | 1,317,576 | | Thomas R. Peck Jr. | — | — | 14,187 | 1,115,597 | | Ronald L. Phillips | — | — | 11,917 | 937,202 |

  95. OPTION EXERCISES AND STOCK VESTED

    (1)We computed the value realized upon vesting of RSUs by multiplying the number of shares of Common Stock underlying RSUs that vested by the closing price of Common Stock on the last trading day prior to the vesting date. Dividend equivalents with regard to the RSUs that vested during fiscal year 2025 were paid in cash at the time of such vesting and are not reflected in this column. We computed the value realized upon the distribution of the shares of Common Stock underlying the PSUs that vested during fiscal year 2025 by multiplying that number of shares by the NYSE closing price of Common Stock on the last trading day prior to the payable date. Dividend equivalents with regard to the PSUs that vested during fiscal year 2024 were paid in shares and credited at each dividend payment date.

  96. OPTION EXERCISES AND STOCK VESTED

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  97. OPTION EXERCISES AND STOCK VESTED

    EXECUTIVE COMPENSATION Nonqualified Deferred Compensation

  98. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table provides information regarding executive contributions and related company matches, earnings, and account balances under the EDCP and the MSP for each of the NEOs during fiscal year 2025. None of the NEOs made any withdrawals or received any distributions under these plans with respect to fiscal year 2025. During fiscal year 2025, all NEOs were participants in the MSP and only Mr. Bertrand was a participant in the EDCP.

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Applicable Plan | Executive Contributions for Fiscal year 2025 ($)(1) | Registrant Contributions for Fiscal year 2025 ($)(2) | Aggregate Earnings in Fiscal Year 2025 ($)(3) | Aggregate Balance on June 27, 2025 ($) | | Kevin P. Hourican | MSP | 206,991 | 194,483 | 59,436 | 1,357,081 | | | EDCP | — | — | — | — | | Kenny K. Cheung | MSP | 66,780 | 64,153 | 12,451 | 174,797 | | | EDCP | — | — | — | — | | Greg D. Bertrand | MSP | 228,200 | 98,502 | 468,341 | 4,743,735 | | | EDCP | — | — | 37,216 | 658,739 | | Thomas R. Peck, Jr. | MSP | — | 32,587 | 4,010 | 151,706 | | | EDCP | — | — | — | — | | Ronald L. Phillips | MSP | 46,312 | 59,838 | 26,278 | 339,458 | | | EDCP | — | — | — | — |

  100. NONQUALIFIED DEFERRED COMPENSATION

    (1)For the MSP, the amount shown for each NEO includes the deferral of a portion of the salary paid to the NEO for fiscal year 2025. The amount of such deferred salary is included in the Summary Compensation Table above under the “Salary” column for fiscal year 2025. (2)As discussed below, the MSP allows participants to defer a portion of their salary and annual incentive award and provides for Company contributions to participants’ accounts, including matching, non-elective and SERP transitional contributions. The amount shown consists of the following Company contributions for each NEO:

  101. NONQUALIFIED DEFERRED COMPENSATION

    | | Match ($) | Non-elective ($) | SERP Transition ($) | | Kevin P. Hourican | 97,241 | 97,241 | — | | Kenny K. Cheung | 28,215 | 35,938 | — | | Greg D. Bertrand | 49,251 | 49,251 | — | | Thomas R. Peck, Jr. | — | 32,587 | — | | Ronald L. Phillips | 29,919 | 29,919 | — |

  102. NONQUALIFIED DEFERRED COMPENSATION

    (3)The above-market interest portion of these amounts is included in the fiscal year 2025 disclosure under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column and footnote (5) of the Summary Compensation Table above, in the following amounts: $7,018 for the EDCP and $0 for the MSP for Mr. Bertrand. The Management Savings Plan A non-qualified plan available to certain highly compensated employees, including NEOs, that supplements the Sysco 401(k) plan. Participants may defer up to 50% of base salary and up to 90% of annual incentive awards (excluding LTIP awards). Sysco provides matching and non-elective contributions. The Executive Deferred Compensation Plan Closed to new deferrals since December 31, 2012. Participants maintain existing balances, may choose from various investment options, and are fully vested in prior deferrals and matches. Company match amounts and related earnings are subject to forfeiture under certain circumstances.

  103. NONQUALIFIED DEFERRED COMPENSATION

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  104. NONQUALIFIED DEFERRED COMPENSATION

    EXECUTIVE COMPENSATION CEO Pay Ratio

  105. PENSION BENEFITS

    PENSION BENEFITS Sysco maintains two defined benefit pension plans: the tax-qualified Sysco Corporation Retirement Plan and the non-qualified Supplemental Executive Retirement Plan (SERP). The Retirement Plan ceased accruals for non-union employees on December 31, 2012, and the SERP was frozen on June 29, 2013, with all covered participants immediately vested. SERP benefits are generally payable at age 65, or earlier with a reduction for early retirement. As of January 1, 2013, Sysco enhanced its 401(k) plan to provide greater benefits going forward. For fiscal 2025, Mr. Bertrand is the only Named Executive Officer (NEO) participating in either plan.

  106. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Greg D. Bertrand | Pension Plan | 34.0 | 483,589 | — | | | SERP | 34.0 | 2,377,122 | — |

  107. PENSION BENEFITS

    His accrued benefits are calculated assuming continued service until the earliest age for unreduced benefits, age 65 for the Retirement Plan and age 61 for the SERP, using specified actuarial assumptions, including discount rates of 5.76% and 5.75%, respectively. If he begins SERP benefits before age 62, he will also receive a temporary Social Security bridge payment of $1,638 per month until age 62 or death. The Retirement Plan is designed to provide 1.5% of average monthly eligible earnings per year of credited service, payable at age 65. Early retirement is available at age 55 with 10 years of service, subject to reduction. Benefits are subject to Internal Revenue Code compensation and benefit limits. The SERP is designed to provide 50% of an executive’s final average compensation, assuming 20 years of service. Final average compensation is based on eligible earnings over the 10 fiscal years before that date, or earlier if the participant left the plan, with special rules for service prior to 2008. Eligible earnings include base salary and a capped portion of the Management Incentive Plan (MIP) bonus; post-2008 bonuses are limited to 150% of base salary for SERP purposes.

  108. CEO PAY RATIO

    CEO PAY RATIO The following table shows the ratio of our CEO’s 2025 Annual Total Compensation to the Median Employee’s 2025 Annual Total Compensation, calculated per the requirements of Item 402(c)(2)(x) of Regulation S-K (the “Annual Total Compensation”). For fiscal year 2025:

  109. CEO PAY RATIO

    | The Annual Total Compensation of our CEO | $16,228,599 | | The Annual Total Compensation of our Median Employee | $83,909.84 | | The Ratio of the CEO’s to the Median Employee’s Annual Total Compensation | 193:1 |

  110. CEO PAY RATIO

    The median employee was identified as of April 1, 2024, using total taxable earnings with applicable annualization, currency conversion, and permitted exclusions. As allowed by SEC rules, and with no material changes since last year, we used the same median employee group as in our 2024 proxy statement. This approach ensures consistency and comparability in our CEO pay ratio disclosure year over year. Because the SEC rules for identifying the median employee and calculating the CEO pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our disclosure may not be comparable to the CEO pay ratios reported by other companies.

  111. CEO PAY RATIO

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  112. CEO PAY RATIO

    EXECUTIVE COMPENSATION Pay Versus Performance

  113. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed fiscal years. In determining the “Compensation Actually Paid” (CAP) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (SCT) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The Pay Versus Performance (“PvP”) table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the fiscal years ending 2021, 2022, 2023, 2024 and 2025. Note that for our NEOs other than our CEO, compensation is reported as an average.

  114. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for Mr. Hourican ($)(1) | Compensation Actually Paid to Mr. Hourican ($)(2) | Average SCT Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net Earnings MM ($)(6) | Operating Income MM ($)(7) | | 2025 | 16,228,599 | 13,039,770 | 4,760,500 | 4,041,247 | 164 | 232 | 1,828 | 3,523 | | 2024 | 15,598,250 | 14,158,576 | 4,190,684 | 3,951,184 | 151 | 191 | 1,955 | 3,481 | | 2023 | 14,341,020 | 8,556,035 | 3,333,442 | 1,497,738 | 153 | 147 | 1,770 | 3,210 | | 2022 | 13,656,506 | 24,735,090 | 4,768,765 | 5,276,821 | 175 | 136 | 1,359 | 2,638 | | 2021 | 23,168,494 | 41,044,027 | 4,072,368 | 5,627,789 | 151 | 129 | 524 | 1,417 |

  115. PAY VERSUS PERFORMANCE

    (1)Values shown are as calculated in the SCT for each given year. Kevin P. Hourican served as CEO in 2021, 2022, 2023, 2024 and 2025. (2)Values shown represent Mr. Hourican’s CAP calculated in accordance with SEC rules. This value is derived in part from outstanding equity compensation that may be realizable in the future, and as such, the values shown do not fully represent the actual final amount of compensation earned or paid to Mr. Hourican during the applicable years. See “Mr. Hourican (CEO) Compensation” below for additional information on the adjustments made to Mr. Hourican’s total compensation to determine CAP for each year. (3)Values shown reflect the average total compensation of our non-CEO NEOs, as calculated in the SCT for each given year. Non-CEO NEOs were as follows: •2025: Greg D. Bertrand, Kenny K. Cheung, Thomas R. Peck Jr., and Ronald L. Phillips; •2024: Greg D. Bertrand, Kenny K. Cheung, Thomas R. Peck, Jr., and Ronald L. Phillips; •2023: Aaron E. Alt, Greg D. Bertrand, Kenny K. Cheung, Thomas R. Peck, Jr., Neil A. Russell, II, and Judith S. Sansone; •2022: Aaron E. Alt, Greg D. Bertrand, Tim Ørting Jørgensen, Thomas R. Peck, Jr., and Judith S. Sansone; and •2021: Aaron E. Alt, Greg D. Bertrand, Joel T. Grade, Tim Ørting Jørgensen, and Thomas R. Peck, Jr. (4)Values shown represent the average non-CEO NEOs CAP calculated in accordance with SEC rules. This value is derived in part from outstanding equity compensation that may be realizable in the future, and as such, the values shown do not fully represent the actual final amount of compensation earned or paid to the NEOs during the applicable years. See “Average Non-CEO NEOs Compensation” below for additional information on the adjustments made to the Non-CEO NEOs total compensation to determine CAP for each year. (5)TSR assumes $100 is invested as of June 27, 2020. TSR represents cumulative return over the applicable period. The Peer Group used for this calculation was the S&P 500 Food/Staple Retail Index which is also reported on Form 10-K in the Performance Graph. (6)Net Earnings reflected represents GAAP Net Earnings as reported on Form 10-K within the Key Operating Metrics. (7)Operating Income is the Company-selected performance measure, per the requirements of item 402(v) of Regulation S-K. See reconciliation in Annex I – Non-GAAP Reconciliations.

  116. PAY VERSUS PERFORMANCE

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  117. PAY VERSUS PERFORMANCE

    EXECUTIVE COMPENSATION Pay Versus Performance Mr. Hourican (CEO) Compensation To determine the value of CAP for Mr. Hourican in the PVP table above, the following amounts were deducted from and added to, as applicable, Mr. Hourican’s total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.

  118. PAY VERSUS PERFORMANCE

    | Year | SCT Total for Mr. Hourican ($) | SCT Reported Equity Award Value for Mr. Hourican ($) | Equity Award Adjustments for Mr. Hourican ($)(1) | Change in the Actuarial Present Value of Pension Benefits for Mr. Hourican ($) | Pension Benefit Adjustments for Mr. Hourican ($) | Compensation Actually Paid to Mr. Hourican ($) | | 2025 | 16,228,599 | (12,586,890) | 9,398,061 | — | — | 13,039,770 | | 2024 | 15,598,250 | (11,830,646) | 10,390,972 | — | — | 14,158,576 | | 2023 | 14,341,020 | (11,075,303) | 5,290,318 | — | — | 8,556,035 | | 2022 | 13,656,506 | (10,137,657) | 21,216,241 | — | — | 24,735,090 | | 2021 | 23,168,494 | (19,155,231) | 37,030,764 | — | — | 41,044,027 |

  119. PAY VERSUS PERFORMANCE

    (1)Represents the year-over-year change in the fair value of equity awards to Mr. Hourican as summarized below:

  120. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 11,655,463 | (2,968,620) | — | 113,589 | — | 597,629 | 9,398,061 | | 2024 | 11,177,089 | (810,354) | — | (493,976) | — | 518,213 | 10,390,972 | | 2023 | 8,298,461 | (1,803,464) | — | (1,508,143) | — | 303,464 | 5,290,318 | | 2022 | 13,067,265 | 4,093,998 | — | 3,450,805 | — | 604,173 | 21,216,241 | | 2021 | 28,685,543 | 6,990,463 | — | 983,825 | — | 370,933 | 37,030,764 |

  121. PAY VERSUS PERFORMANCE

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Average Non-CEO NEO Compensation To determine the value of CAP for the non-CEO NEOs in the PVP table above, the following amounts were deducted from and added to, as applicable, the average total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.

  122. PAY VERSUS PERFORMANCE

    | Year | Average SCT Total for Non-CEO NEOs ($) | Average SCT Reported Equity Award Value for Non-CEO NEOs ($) | Average Equity Award Adjustments for Non-CEO NEOs ($)(1) | Change in the Actuarial Present Value of Pension Benefits for Non- CEO NEOs ($)(2) | Pension Benefit Adjustments for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | 4,760,500 | (3,249,033) | 2,532,146 | (2,366) | — | 4,041,247 | | 2024 | 4,190,684 | (2,504,411) | 2,267,277 | (2,366) | — | 3,951,184 | | 2023 | 3,333,442 | (2,145,906) | 310,202 | — | — | 1,497,738 | | 2022 | 4,768,765 | (2,635,513) | 3,143,569 | — | — | 5,276,821 | | 2021 | 4,072,368 | (2,275,596) | 3,831,286 | (269) | — | 5,627,789 |

  123. PAY VERSUS PERFORMANCE

    (1)Represents the year-over-year change in the fair value of equity awards to our Non-CEO NEO’s as summarized below. (2)The change in actuarial present value of pension benefits for Non-CEO NEOs was updated for 2021 and 2024 to reflect the positive average change in the present value of pension benefits for a NEO not previously included.

  124. PAY VERSUS PERFORMANCE

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  125. PAY VERSUS PERFORMANCE

    EXECUTIVE COMPENSATION Pay Versus Performance

  126. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 3,040,400 | (625,267) | — | (15,228) | — | 132,241 | 2,532,146 | | 2024 | 2,382,551 | (133,187) | — | (96,373) | — | 114,286 | 2,267,277 | | 2023 | 1,385,454 | (191,650) | — | (318,402) | (609,532) | 44,332 | 310,202 | | 2022 | 2,808,683 | 286,402 | — | 253,935 | (287,778) | 82,327 | 3,143,569 | | 2021 | 3,015,663 | 474,690 | — | 275,233 | — | 65,700 | 3,831,286 |

  127. PAY VERSUS PERFORMANCE

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Company-Selected Measure and Other Financial Performance Measures The following financial performance measures, listed alphabetically, were used to link NEO Compensation Actually Paid to company performance during the most recently completed fiscal year.

  128. PAY VERSUS PERFORMANCE

    | Performance Measures | | Cost Per Piece | | Operating Income | | EPS Growth | | Local Case Growth | | Market Share Growth | | Relative TSR | | Return on Invested Capital (ROIC) | | Revenue Growth |

  129. PAY VERSUS PERFORMANCE

    Relationship of Compensation Actually Paid and Performance Measures The following charts describe the relationship of CAP to the performance measures listed in the PVP Table above. Generally, CAP has a low correlation with the financial measures for the years shown in the charts below. Sysco places significant emphasis on equity compensation, which is sensitive to stock price changes. Due to the sensitivity of CAP to stock price changes, the timing of the grants and the changes in stock price thereafter significantly influence the CAP each year, as determined under Item 402(v) of Regulation S-K.

  130. PAY VERSUS PERFORMANCE

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  131. PAY VERSUS PERFORMANCE

    EXECUTIVE COMPENSATION Equity Compensation Plan Information

  132. COMPENSATION ACTUALLY PAID VS. SYSCO 5-YEAR

    COMPENSATION ACTUALLY PAID VS. SYSCO 5-YEAR

  133. COMPENSATION ACTUALLY PAID VS. NET EARNINGS

    COMPENSATION ACTUALLY PAID VS. NET EARNINGS Compensation Actually Paid (in Millions) Net Earnings (in Millions)

  134. COMPENSATION ACTUALLY PAID VS. NET EARNINGS

    | n | CEO - Hourican | n | Avg. NEOs | | Net Earnings |

  135. COMPENSATION ACTUALLY PAID VS. OPERATING INCOME(1)

    COMPENSATION ACTUALLY PAID VS. OPERATING INCOME(1) Compensation Actually Paid (in Millions) Operating Income: CSM (in Millions)

  136. COMPENSATION ACTUALLY PAID VS. OPERATING INCOME(1)

    | n | CEO - Hourican | n | Avg. NEOs | | Operating Income |

  137. COMPENSATION ACTUALLY PAID VS. OPERATING INCOME(1)

    (1)Operating Income includes non-GAAP adjustments. See reconciliation in Annex I – Non-GAAP Reconciliations.

  138. DIRECTOR AND PAY VERSUS PERFORMANCE)

    DIRECTOR AND PAY VERSUS PERFORMANCE)

  139. DIRECTOR AND PAY VERSUS PERFORMANCE)

    | (In Millions) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Sales (GAAP) | 81,370 | 78,844 | 76,325 | 68,636 | 51,298 | | Less 1 week fourth quarter sales | — | — | — | — | (1,153) | | Sales using a 52 week basis (Non-GAAP) | 81,370 | 78,844 | 76,325 | 68,636 | 50,145 | | Cost of sales (GAAP) | 66,401 | 64,236 | 62,370 | 56,316 | 41,941 | | Impact of inventory valuation adjustment(3) | — | — | 3 | (73) | — | | Cost of sales adjusted for Certain Items (Non-GAAP) | 66,401 | 64,236 | 62,373 | 56,243 | 41,941 | | Less 1 week fourth quarter cost of sales | — | — | — | — | (944) | | Cost of sales adjusted for Certain Items using a 52 week basis (Non-GAAP) | 66,401 | 64,236 | 62,373 | 56,243 | 40,997 | | Gross profit (GAAP) | 14,969 | 14,608 | 13,955 | 12,320 | 9,357 | | Impact of inventory valuation adjustment(3) | — | — | (3) | 73 | — | | Gross profit adjusted for Certain Items (Non-GAAP) | 14,969 | 14,608 | 13,952 | 12,393 | 9,357 | | Less 1 week fourth quarter gross profit | — | — | — | — | (209) | | Gross profit adjusted for Certain Items using a 52 week basis (Non-GAAP) | 14,969 | 14,608 | 13,952 | 12,393 | 9,148 | | Operating expenses (GAAP) | 11,881 | 11,406 | 10,916 | 9,974 | 7,910 | | Impact of restructuring and transformational project costs(1) | (183) | (120) | (63) | (108) | (119) | | Impact of acquisition-related costs(2) | (160) | (159) | (116) | (139) | (80) | | Impact of bad debt reserve adjustments(4) | — | — | 5 | 28 | 185 | | Impact of goodwill impairment | (92) | — | — | — | — | | Operating expenses adjusted for Certain Items (Non-GAAP) | 11,446 | 11,127 | 10,742 | 9,755 | 7,896 | | Less 1 week fourth quarter operating expense | — | — | — | — | (165) | | Operating expenses adjusted for Certain Items using a 52 week basis (Non-GAAP) | 11,446 | 11,127 | 10,742 | 9,755 | 7,731 | | Operating income (GAAP) | 3,088 | 3,202 | 3,039 | 2,346 | 1,447 | | Impact of inventory valuation adjustment(3) | — | — | (3) | 73 | — | | Impact of restructuring and transformational project costs(1) | 183 | 120 | 63 | 108 | 119 | | Impact of acquisition-related costs(2) | 160 | 159 | 116 | 139 | 80 | | Impact of bad debt reserve adjustments(4) | — | — | (5) | (28) | (185) | | Impact of goodwill impairment | 92 | — | — | — | — | | Operating income adjusted for Certain Items (Non-GAAP) | 3,523 | 3,481 | 3,210 | 2,638 | 1,461 | | Less 1 week fourth quarter operating income | — | — | — | — | (44) | | Operating income adjusted for Certain Items using a 52 week basis (Non-GAAP) | 3,523 | 3,481 | 3,210 | 2,638 | 1,417 |

  140. DIRECTOR AND PAY VERSUS PERFORMANCE)

    (1)Restructuring and severance charges were $57 million for fiscal year 2025, $56 million for fiscal year 2024, $20 million for fiscal year 2023, $59 million for fiscal year 2022 and $72 million for fiscal year 2021. Transformation initiative costs, primarily consisting of changes to our business technology strategy and supply chain transformation costs were $126 million for fiscal year 2025, $64 million for fiscal year 2024, $43 million for fiscal year 2023, $49 million for fiscal year 2022 and $56 million for fiscal year 2021. (2)Fiscal year 2025 includes $133 million of intangible amortization expense and $27 million in acquisition and due diligence costs. Fiscal year 2024 includes $128 million of intangible amortization expense and $31 million in acquisition and due diligence costs. Fiscal year 2023 includes $105 million of intangible amortization expense and $10 million in acquisition and due diligence costs. Fiscal year 2022 represents

  141. DIRECTOR AND PAY VERSUS PERFORMANCE)

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  142. DIRECTOR AND PAY VERSUS PERFORMANCE)

    ANNEX I - NON-GAAP RECONCILIATIONS Adjusted Operating Income Non-GAAP Reconciliations (Letter from CEO & Chair of the Board and Lead Independent Director and Pay Versus Performance) $106 million of intangible amortization expense and $33 million of due diligence costs. Fiscal year 2021 represents $74 million of intangible amortization expense and $6 million of due diligence costs. (3)Fiscal year 2023 represents an adjustment to a product return allowance related to COVID-related personal protection equipment inventory. Fiscal year 2022 represents a write-down of COVID-related personal protection equipment inventory due to the reduction in the net realizable value of inventory. (4)Fiscal year 2023, 2022, and 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal year 2020.