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FORM
8-K
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Delaware
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1-06544
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74-1648137
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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The
Plan replaces SYSCO's 2004 Stock Option
Plan.
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The
Plan is currently administered by the Compensation Committee (the
“Committee”) of the Company’s Board of Directors, which is comprised
solely of independent, non-employee
directors.
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All
employees of SYSCO and its subsidiaries selected by the Committee
are
eligible to participate in the
Plan.
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The
award types available for grant under the Plan are Stock Options
(“Options”), Restricted Stock, Restricted Stock Units, other Stock-Based
Awards, Stock Appreciation Rights (“SARs”) and dividend equivalent
payments, which may only be granted with respect to Restricted Stock
Units.
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Options
may be issued as incentive stock options (“ISOs”) under Section 422 of the
Internal Revenue Code of 1986, as amended, or as non-qualified stock
options.
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It
is a seven-year plan with a 30.0 million share authorization, of
which
25.0 million are authorized to be issued as options or SARs and,
except as
provided below, up to 5.0 million are authorized to be issued as
other
types of awards, including restricted stock; provided, however, that
to
the extent that more than 5.0 million shares are issued pursuant
to such
other awards, each share issued above 5.0 million will reduce the
total
shares available under the Plan by four
shares.
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SYSCO’s
three-year rolling average annual usage of shares under the Plan
may not
exceed 1-1/2% of SYSCO’s outstanding stock on the first day of the fiscal
year in which grants are being
made.
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Options
and/or SARs relating to no more than 750,000 shares may be granted to
any individual in any given fiscal year, and all awards other than
Options
and SARs granted to any individual in any given fiscal year are limited
to
no more than 250,000 shares.
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An
award of Restricted Stock Units may provide the grantee with the
right to
receive dividend equivalent payments with respect to stock subject
to the
award. Other Stock-Based Awards may not be granted with the right
to
receive dividend equivalent
payments.
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The
Plan requires stockholder approval in order to: increase
the number of shares that may be issued under the Plan (except by
certain
adjustments provided for under the Plan), change the class of persons
eligible to receive ISOs under the Plan,
change
the requirements regarding the exercise price of Options or
SARs,
reprice outstanding awards, grant discounted options or reload stock
options, accelerate payment or vesting of any award other than for
death,
disability or retirement or a change in control, or make any material
changes.
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Options
and SARs granted under the Plan will have a maximum term of seven
years.
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Vesting
of awards will be determined by the Committee, however, awards will
be
subject to a minimum ratable vesting period of three years, except
for
awards conditioned on the attainment of Performance Goals (as defined
in
the Plan).
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Option
and SAR exercise prices may not be less than fair market value on
the date
of grant. Fair market value is defined in the Plan to be closing
price on
the New York Stock Exchange on the trading day prior to
grant.
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Clarify
and strengthen the non-compete provisions by extending their duration
from
two years to five; adding prohibitions against solicitation of customers
and employees; eliminating a 60-day cure period; and providing that
the
document will be governed by Delaware law, which management believes
increases the likelihood that the EDCP’s forfeiture provisions will be
enforceable;
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Impose
mandatory arbitration in the event of disputes;
and
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Remove
the two-year limitations period for making a claim against the
company.
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Name
and Title
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New
Base Salary
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Richard
J. Schnieders
Chairman
of the Board and Chief Executive Officer
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$1,175,000
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Kenneth
F. Spitler
President
and Chief Operating Officer
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$730,000
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William
J. DeLaney
Executive
Vice President and Chief Financial Officer
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$590,000
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Larry
G. Pulliam
Executive
Vice President, Global Sourcing and
Supply
Chain
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$560,000
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Number
of Shares Underlying Options
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Name
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Title
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Richard
J. Schnieders
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Chairman
of the Board and Chief Executive Officer
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140,000
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Kenneth
F. Spitler
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President
and Chief Operating Officer
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100,000
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William
J. DeLaney
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Executive
Vice President and Chief Financial Officer
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73,000
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Larry
G. Pulliam
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Executive
Vice President, Global Sourcing and Supply Chain
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73,000
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(a)
Financial Statements.
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Not
applicable.
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(b)
Pro Forma Financial Information.
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Not
applicable.
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(c)
Shell Company Transactions.
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Not
applicable.
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(d)
Exhibits.
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Exhibit
Number
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Description
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10(a)
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SYSCO
Corporation 2007 Stock Incentive Plan (incorporated by reference
to Annex
A of SYSCO's proxy statement filed on Schedule 14A on September 27,
2007).
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99.1
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Form
of 2008 Stock Option Grant Agreement issued to executive officers
on
November 13, 2007 under the SYSCO Corporation 2007 Stock Incentive
Plan.
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SYSCO
CORPORATION
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Date:
November 14, 2007
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By: /s/
Michael C. Nichols
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Michael
C. Nichols
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Senior
Vice President, General Counsel
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and
Corporate Secretary
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