8-K re Changes to Code of Conduct and Approval of Repurchase Program
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________
FORM
8-K
_________________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported):
July 13, 2007
_________________________
SYSCO
CORPORATION
(Exact
name of registrant as specified in its charter)
_________________________
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Delaware
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1-06544
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74-1648137
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1390
Enclave Parkway, Houston, TX 77077-2099
(Address
of principal executive office) (zip code)
Registrant’s
telephone number, including area code:
(281) 584-1390
N/A
(Former
name or former address, if changed since last report)
_________________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[__]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[__]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[__]
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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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[__]
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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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ITEM
5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF
THE CODE OF ETHICS.
On
July
13, 2007, the Board of Directors of SYSCO Corporation (“SYSCO” or the “Company”)
approved certain amendments to the Company’s Code of Business Conduct and Ethics
(the “Code”) which applies to all of SYSCO’s employees, officers and directors.
The material amendments to the Code are discussed below.
Section
1, Overall Standards, was expanded to provide that for officers and directors,
the highest legal, moral, and ethical standards for honesty, integrity and
fairness are to be practiced, not only in conducting SYSCO’s affairs, as the
Code previously provided, but also in the conduct of non-corporate and personal
affairs.
Section
3, Conflicts of Interest, was expanded to clarify conflict issues by describing
in more detail conflicting roles and practices.
Section
5, Receipt of Payments of Gifts, now provides a more straight-forward overall
direction regarding the receipt of gifts and approves certain gifts valued
$250
or less in certain circumstances. The amendments to this section also clarify
from whom approvals should be obtained when accepting a gift. The amendments
eliminated language referring to a Designated Recipient because it was not
a
clearly defined term and is now largely subsumed by the new clarification
regarding approvals. The provision stating that a gift can be accepted if it
can
be consumed or fully utilized within a 24 hour period was deleted.
A
new
Section 9, Foreign Corrupt Practices and Anti-Bribery, was added to specifically
prohibit giving anything of value to a foreign official with the intent of
improperly influencing him or her to obtain an unfair advantage for
SYSCO.
Additional
technical amendments to the Code were made, and the foregoing description of
the
amendments to the Code does not purport to be complete and is qualified in
its
entirety by reference to the amended Code, a copy of which is attached as
Exhibit 14.1 hereto and is incorporated herein by reference.
ITEM
8.01 OTHER EVENTS.
On
July
13, 2007, the Board of Directors of SYSCO authorized the repurchase of up to
20
million additional shares of the Company’s common stock during the next
approximately 12 to 18 month period. The Company may repurchase shares by means
of privately negotiated transactions or open market purchases effected from
time
to time as determined by the Chairman and Chief Executive Officer, President
and
Chief Operating Officer, Executive Vice President and Chief Financial Officer,
Senior Vice President of Finance and Treasurer and any Assistant Treasurer,
or
any other officer performing substantially similar duties (collectively, the
“Authorized Officers”); provided, however, that such repurchases will be
effected only in accordance with the terms of all applicable federal and state
securities laws, including, but not limited to, Rule 10b-18 under the Securities
Exchange Act of 1934. Purchases may be made through the use of 10b5-1 Plans.
The
Board of Directors authorized and directed the Authorized Officers to implement
the share repurchase program and to take any actions to assist in the
implementation and disbursement of funds of the Company in payment of any
repurchased shares. Approximately 1.8 million shares remain available for
repurchase under previously authorized repurchase plans.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
Number Description
14.1
Code
of
Business Conduct and Ethics, as amended on July 13, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, SYSCO Corporation
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SYSCO
CORPORATION
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Date:
July 18, 2007
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By: /s/
Thomas P. Kurz
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Thomas
P. Kurz
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Assistant
Vice President, Deputy General
Counsel
and Assistant Secretary
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EXHIBITS
14.1
Code
of
Business Conduct and Ethics, as amended on July 13, 2007